Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | NanoVibronix, Inc. | ||
Entity Central Index Key | 1,326,706 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10.8 | ||
Trading Symbol | NVBXU | ||
Entity Common Stock, Shares Outstanding | 2,632,710 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 106 | $ 1,614 | |
Trade receivables | 6 | 5 | |
Prepaid expenses and other accounts receivable (Note 3) | 42 | 86 | |
Inventories (Note 4) | 67 | 71 | |
Total current assets | 221 | 1,776 | |
NON-CURRENT ASSETS: | |||
Long-term prepaid expense | 5 | 0 | |
Severance pay fund | 257 | 197 | |
Property and equipment, net (Note 5) | 11 | 10 | |
Total non- current assets | 273 | 207 | |
Total assets | 494 | 1,983 | |
CURRENT LIABILITIES: | |||
Trade payables | 82 | 58 | |
Other accounts payables (Note 6) | 483 | 239 | |
Total current liabilities | 565 | 297 | |
NON- CURRENT LIABILITIES: | |||
Warrants to purchase Common stock (Note 8) | [1] | 2,079 | 1,696 |
Accrued severance pay | 349 | 199 | |
Total long-term liabilities | 2,428 | 1,895 | |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 9) | |||
STOCKHOLDERS' DEFICIENCY (Note 10): | |||
Common stock of $ 0.001 par value - Authorized: 20,000,000 shares at December 31, 2016 and 2015; Issued and outstanding: 2,632,710 and 2,611,328 shares at December 31, 2016 and 2015, respectively | 2 | 2 | |
Additional paid-in capital | 20,073 | 19,521 | |
Accumulated deficit | (22,576) | (19,734) | |
Total stockholders' deficiency | (2,499) | (209) | |
Total liabilities and stockholders' deficiency | 494 | 1,983 | |
Series C Preferred Stock [Member] | |||
STOCKHOLDERS' DEFICIENCY (Note 10): | |||
Stock capital - Preferred stock | 2 | 2 | |
Total stockholders' deficiency | $ 2 | $ 2 | |
[1] | During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 shares of Common stock. The exercise price at which the warrants may be exercised is $ 2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire on February 2018 through December 2019, based on the issuance date (see also Note 7b). |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 2,632,710 | 2,611,328 |
Common Stock, Shares, Outstanding | 2,632,710 | 2,611,328 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 1,951,261 | 1,951,261 |
Preferred Stock, Shares Outstanding | 1,951,261 | 1,951,261 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 229 | $ 147 |
Cost of revenues | 88 | 49 |
Gross profit | 141 | 98 |
Operating expenses: | ||
Research and development | 584 | 399 |
Selling and marketing | 514 | 377 |
General and administrative | 1,359 | 746 |
Total operating expenses | 2,457 | 1,522 |
Operating loss | 2,316 | 1,424 |
Financial expense, net (Note 12) | 398 | 1,432 |
Loss before taxes on income | 2,714 | 2,856 |
Taxes on income (Note 11) | 117 | 28 |
Net loss | 2,831 | 2,884 |
Total comprehensive loss | $ 2,831 | $ 2,884 |
Common stock and Preferred C stock basic and diluted net loss per share (Note 14) | $ (0.62) | $ (0.82) |
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share (Note 14) | 4,578,470 | 3,536,348 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Preferred C stocks | Common stocks | Additional paid-in capital | Accumulated deficit | ||||
Balance at Dec. 31, 2014 | $ (5,616) | [1] | [1] | $ 11,234 | $ (16,850) | ||||
Balance (in shares) at Dec. 31, 2014 | 394,232 | 163,580 | |||||||
Issuance of Common stock, net of issuance costs | 511 | $ 0 | [1] | 511 | 0 | ||||
Issuance of Common stock, net of issuance costs (in shares) | 0 | 216,667 | |||||||
Issuance of Preferred C stock, net of issuance costs | 1,964 | [1] | $ 0 | 1,964 | 0 | ||||
Issuance of Preferred C stock, net of issuance costs (in shares) | 833,333 | 0 | |||||||
Issuance of warrants to Common stock | 446 | $ 0 | $ 0 | 446 | 0 | ||||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock | 1,359 | $ 1 | $ 0 | 1,358 | 0 | ||||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock (in shares) | 683,651 | 0 | |||||||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock | 2,101 | $ 2 | $ 0 | 2,099 | 0 | ||||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock (in shares) | 1,508,001 | 0 | |||||||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock | 0 | $ (2) | $ 2 | 0 | 0 | ||||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock (in shares) | (2,128,868) | 2,131,081 | |||||||
Conversion of Convertible Promissory Notes into Preferred C stock | 1,606 | $ 1 | $ 0 | 1,605 | 0 | ||||
Conversion of Convertible Promissory Notes into Preferred C stock (in shares) | 603,769 | 0 | |||||||
Issuance of warrants to consultant | 84 | $ 0 | $ 0 | 84 | 0 | ||||
Issuance of warrants to consultant (in shares) | 0 | 0 | |||||||
Issuance of Preferred C stock to a consultant | [1] | [1] | $ 0 | [1] | 0 | ||||
Issuance of Preferred C stock to a consultant (in shares) | 57,143 | 0 | |||||||
Issuance of Common stock to a consultant | 0 | $ 0 | [1] | [1] | 0 | ||||
Issuance of Common stock to a consultant (in shares) | 0 | 100,000 | |||||||
Stock-based compensation related to options granted to consultants and employees | 220 | $ 0 | $ 0 | 220 | 0 | ||||
Total comprehensive loss | (2,884) | 0 | 0 | 0 | (2,884) | ||||
Balance at Dec. 31, 2015 | (209) | $ 2 | $ 2 | 19,521 | (19,734) | ||||
Balance (in shares) at Dec. 31, 2015 | 1,951,261 | 2,611,328 | |||||||
Issuance of Common stocks upon exercise of options | 33 | $ 0 | [1] | 33 | 0 | ||||
Issuance of Common stocks upon exercise of options (in shares) | 0 | 12,382 | |||||||
Issuance of Common stock to a consultant | 0 | $ 0 | [1] | 0 | 0 | ||||
Issuance of Common stock to a consultant (in shares) | 0 | 9,000 | |||||||
Stock-based compensation related to options granted to consultants and employees | 459 | $ 0 | $ 0 | 459 | 0 | ||||
ASU 2016-09 adoption, Note 2t | 0 | 0 | 0 | 11 | (11) | ||||
Stock-based compensation related to restricted stocks granted to consultant | 49 | 0 | 0 | 49 | 0 | ||||
Total comprehensive loss | (2,831) | 0 | 0 | 0 | (2,831) | ||||
Balance at Dec. 31, 2016 | $ (2,499) | $ 2 | $ 2 | $ 20,073 | $ (22,576) | ||||
Balance (in shares) at Dec. 31, 2016 | 1,951,261 | 2,632,710 | |||||||
[1] | Represents an amount lower than $ 1 thousands. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Cash flows from operating activities: | |||
Net loss | $ (2,831) | $ (2,884) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 7 | 9 | |
Stock based compensation | 508 | 220 | |
Benefit component of Promissory Notes | 0 | 384 | |
Revaluation of warrants to purchase Common stock | [1] | 383 | 962 |
Decrease (increase) in trade receivables | (1) | 16 | |
Decrease (increase) in prepaid expenses and other accounts receivable | 44 | (67) | |
Decrease (increase) in inventories | 4 | (36) | |
Increase (decrease) in trade payables | 24 | (43) | |
Increase (decrease) in other accounts payable | 244 | (105) | |
Increase (decrease) in accrued severance pay, net | 90 | (1) | |
Increase in long term prepaid expense | (5) | 0 | |
Accrued interest on Promissory Notes | 0 | 65 | |
Net cash used in operating activities | (1,533) | (1,480) | |
Cash flows from investment activities: | |||
Purchase of property and equipment | (8) | (1) | |
Net cash used in investment activities | (8) | (1) | |
Cash flows from financing activities: | |||
Proceeds from issuance of Common stock, Preferred stock and warrants, net of issuance costs | 0 | 3,005 | |
Proceeds from exercise of options | 33 | 0 | |
Net cash provided by financing activities | 33 | 3,005 | |
Increase (Decrease) in cash and cash equivalents | (1,508) | 1,524 | |
Cash and cash equivalents at the beginning of the period | 1,614 | 90 | |
Cash and cash equivalents at the end of the period | 106 | 1,614 | |
Supplemental information and disclosure of non-cash financing transactions: | |||
Conversion of Promissory Notes into Preferred B-1, B-2 stock and Preferred C stock | $ 0 | $ 5,066 | |
[1] | During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 shares of Common stock. The exercise price at which the warrants may be exercised is $ 2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire on February 2018 through December 2019, based on the issuance date (see also Note 7b). |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1:- GENERAL a. NanoVibronix Inc. ("the Company"), a U.S. (Delaware) corporation, commenced operations on October 20, 2003 and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home, without the assistance of medical professionals. The Company's principal research and development activities are conducted in Israel through its wholly-owned subsidiary, NanoVibronix (Israel 2003) Ltd., a company registered in Israel, which commenced operations in October 2003. b. The Company’s ability to continue to operate is dependent mainly on its ability to successfully market and sell its products and the receipt of additional financing until profitability is achieved. The Company has incurred losses in the amount of $ 2,831 22,576 1,533 c. On February 9, 2015, the Company filed a Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended, to register its Common stock under Section 12(g) of that act. The Form 10 was effective on April 10, 2015. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars. The majority of the Company's expenses, financing activities and revenues are denominated and determined in U.S. dollars. The Company's management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company's transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Codification (ASC) 830, "Foreign Currency Matters". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, NanoVibronix (Israel 2003) Ltd. All intercompany balances and transactions have been eliminated upon consolidation. d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. e. Inventories: Inventories are stated at the lower of cost or market value. Cost is determined using the "first-in, first-out" method. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made when required to write-down inventory to its market value. As of December 31, 2016 and 2015, inventory write-downs were recorded in the amounts of $ 0 8 Non-current prepaid expenses consist of non-current lease deposits as security for the Company's motor vehicles leases. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. % Computers and peripheral equipment 33 Office furniture and equipment 7 15 Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with Accounting Standard Codification ("ASC") 360, "Property, Plant, and Equipment", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2016 and 2015, no impairment losses have been identified. i. Severance pay: The Company's liability for severance pay is for its Israeli employees and is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date, and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company's balance sheet. Severance expenses for the years ended December 31, 2016 and 2015 amounted to $ 150 32 j. Warrants: The Company accounts for certain warrants held by investors which include down round protection as a liability according to provisions of ASC 815-40, "Derivatives and Hedging - Contracts in Entity’s Own Equity," ("ASC 815") which provides a two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify to be a derivative financial instrument. The Company measures the warrants at fair value by applying the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair value being recognized in the Company’s statement of comprehensive loss as financial income or expense, as appropriate. k. Revenue recognition: The Company generates revenues from the sale of its products to distributors and patients. Revenues from those products are recognized in accordance with ASC 605, "Revenue Recognition," when delivery has occurred, persuasive evidence of an agreement exists, the fee is fixed or determinable, no further obligation exists and collectability is probable. l. Research and development costs: Research and development costs are charged to the statement of comprehensive loss, as incurred. m. Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on 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. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2016 and 2015, the Company has recorded a liability for uncertain tax position in connection to the subsidiary's revenues related to stock based compensation expenses on a cost plus 5% basis. n. Stock-based payments: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods on a straight line method in the Company's consolidated statement of comprehensive loss. The Company has early adopted Accounting Standard Update ("ASU") 2016-09, "Compensation - Stock Compensation", in the current consolidated financial statements and account for forfeitures as they occur. See also Note 2t. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies' historical share price movements. The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses the simplified method and will continue to do so until sufficient historical exercise data supports using expected life assumptions. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The expected dividend yield assumption is based on the Company's historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. Year ended 2016 2015 Risk free interest 1.21%-1.88% 1.44%-1.61% Dividend yields 0% 0% Volatility 61.3%-63.9% 65.3%-66.8% Expected term (in years) 5.5-6.25 6 The Company applies ASC 505-50, "Equity-Based Payments to Non-Employees" ("ASC 505") with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. o. Fair value of financial instruments: ASC 820, "Fair Value Measurements and Disclosures," defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, trade receivables, prepaid expenses and other accounts receivable, trade payables and other accounts payables approximate their fair value due to the short-term maturities of such instruments. p. Convertible promissory notes: The Company applies ASC 470-20, "Debt with Conversion and Other Options" ("ASC 470-20"), when it cannot elect the fair value option under ASC 825, "Financial Instruments." In accordance with ASC 470-20, the Company first allocates the proceeds to freestanding liability instrument that are measured at fair value at each reporting date, based on their fair value. The remaining proceeds are allocated between the convertible debt and all other freestanding instruments based on the relative fair values of the instruments at the time of issuance. In accordance with ASC 815 "Derivatives and Hedging" ("ASC 815"), the Company bifurcates all embedded derivatives that require bifurcation and accounts for them separately from the convertible debt. In addition, under the guidelines of ASC 470-20, the Company measures and recognizes the embedded beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature is calculated on the commitment date using the effective conversion price which had resulted subsequent to the allocation of the proceeds between the convertible debt and all other freestanding instruments. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The Company applied ASC 470-20 and ASC 815 to the Convertible promissory notes (see Note 7). q. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of shares of Common stock and Preferred C stock outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares of Common stock and Preferred C stock outstanding during each year plus dilutive potential equivalent shares of Common stock and Preferred C stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share." See also Note 14. For the years ended December 31, 2016 and 2015, all outstanding stock options and warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. r. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are invested in major banks in U.S. and Israel. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. s. Contingent liabilities: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2016 and 2015, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. t. Impact of recently issued accounting standards: In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). On July 9, 2015 the FASB voted to approve a one-year delay of the effective date and to permit companies to voluntarily adopt the new standard as of the original effective date. The new standard is effective for reporting periods beginning after December 15, 2018. The standard will supersede existing revenue recognition guidance, including industry-specific guidance, and will provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The standard requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The amendment will be effective with ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new standard will be effective with ASU 2014-09. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which clarifies specific aspects of ASU 2014-09, including allowing entities not to make quantitative disclosures about remaining performance obligations in certain cases and requiring entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The new standard also makes twelve other technical corrections and improvements to ASU 2014-09. The new standard will be effective with ASU 2014-09. The Company is still in the process of completing its assessment on the impact this guidance will have on its consolidated financial statements and related disclosures. In February 2016, the FASB ASU 2016-02-Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840. The standard is effective on January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The update simplifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows and forfeiture rate calculation. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016 for public entities. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted however all of the guidance must be adopted in the same period. The Company has early adopted ASU 2016-09 in the current consolidated financial statements using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. As a result of this adoption, the Company recorded an increase to accumulated deficit of $ 11 |
PREPAID EXPENSES AND OTHER ACCO
PREPAID EXPENSES AND OTHER ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses And Accounts Receivable [Abstract] | |
Prepaid Expenses And Other Accounts Receivable Disclosure [Text Block] | NOTE 3:- PREPAID EXPENSES AND OTHER ACCOUNTS RECEIVABLE December 31, 2016 2015 Prepaid expenses $ 34 $ 50 Other accounts receivable 8 36 $ 42 $ 86 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 4:- INVENTORIES December 31, 2016 2015 Raw materials $ 44 $ 53 Work in process 5 4 Finished goods 18 14 $ 67 $ 71 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5:- PROPERTY AND EQUIPMENT, NET December 31, 2016 2015 Cost: Computers and peripheral equipment $ 48 $ 100 Office furniture and equipment 3 10 51 110 Accumulated depreciation: Computers and peripheral equipment 38 91 Office furniture and equipment 2 9 40 100 Depreciated cost $ 11 $ 10 During the year ended December 31, 2016 total cost and accumulated depreciation of $ 67 Depreciation expenses for the years ended December 31, 2016 and 2015 were $7 and $ 9 |
OTHER ACCOUNTS PAYABLE
OTHER ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6:- OTHER ACCOUNTS PAYABLE December 31, 2016 2015 Employees and payroll accruals $ 170 $ 95 Accrued expenses 99 47 Income tax accrual 214 97 483 239 |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 7:- CONVERTIBLE PROMISSORY NOTES a. In November 2011, the Company issued Convertible B-1 Promissory Notes (the "B-1 Promissory Notes") to new and existing stockholders for a consideration of $ 1,000. The B-1 Promissory Notes bore 10% annual interest and were automatically convertible into Series B-1 Participating Convertible Preferred stock ("Series B-1 Preferred stock") upon certain events as defined in the agreement, at a fixed conversion price of $ 0.284 per share. If the B-1 Promissory Notes were not converted, the Company was required to pay the unpaid principal amount and interest accrued on the earlier of an "Event of Default" (as defined in the agreement) or November 15, 2015 (the "Maturity Date"). Following the above, the Company's then outstanding old Series B Participating Convertible Preferred stock ("Old Series B Preferred stock") and warrants to purchase Old Series B Preferred stock, issued during 2009 through 2011, were automatically cancelled and the holders of the Old Series B Preferred stock received Convertible B-2 Promissory Notes (the "B-2 Promissory Notes") in an aggregate amount of $ 1,557. The terms of the B-2 Promissory Notes terms were identical to those of the B-1 Promissory Notes, except that such B-2 Promissory Notes were convertible into shares of series B-2 Participating Convertible Preferred stock ("Series B-2 Preferred stock") and the conversion price set forth in such notes was $ 0.199 per share (reflecting a 30% discount on the B-1 Promissory Notes' conversion price mentioned above). The B-1 Promissory Notes and the B-2 Promissory Notes are considered to be a liability pursuant to ASC 480 "Distinguishing Liabilities from Equity." The convertible notes are presented at accreted value, which includes the principal amount of the convertible notes less any discount and accumulated interest accrued over the term of the convertible notes, using the interest method. In addition, the Company issued to the holders of the warrants to purchase Old Series B Preferred stock new warrants to purchase 2,319,062 shares of Series B-2 Preferred stock with a fixed exercise price of $ 0.199 (reflecting a 30% discount on the fair value of the Company's Preferred stock on that date). The warrants expire on November 15, 2018. The fair value of the warrants on the issuance date was $ 571 and was recorded as equity in accordance with ASC 470. On May 2014, the Company effected a reverse split of the Company’s stock of seven to one. In addition, on April 2015 all of the Company’s B-2 warrants were reclassified as warrants to common shares. As a result these warrants have a fixed exercise price of $1.393 to purchase 331,293 shares of Common Stock. As a result of issuing the warrants and as a result of the discount on the conversion price of the B-2 Promissory Note, the Company recorded in 2011 benefit component in the amount of $ 1,142, to be amortized over the terms of the B-2 Promissory Notes. The Company's B-1 Promissory Notes and B-2 Promissory Notes were to mature on November 15, 2015. On April 28, 2015, the Company entered into a master amendment agreement with certain major stockholders, detailed below, pursuant to which the series B-1 promissory notes and series B-2 promissory notes held by them were amended to be convertible into shares of Series C Preferred stock. b. During February 2013, the Company signed a convertible promissory notes agreement ("The Agreement") and issued convertible promissory notes ("The Notes") to certain investors. In addition, the Company issued to the stockholder warrants to purchase 37,594 shares of Common stock. The exercise price at which the warrants may be exercised is $ 2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events. The warrants expire within a period of five years, based on the issuance date. As of December 31, 2013, the Company had signed a second, third, fourth and fifth amendment to The Agreement, amended and restated The Notes and issued warrants to purchase an additional 37,594 shares of Common stock per amendment in consideration for a principal amount of $ 600. During February 2014 through December 2014, the Company signed a sixth, seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth and fourteenth amendment to The Agreement, amended and restated the Notes with each amendment and issued warrants to purchase an additional 37,594 shares of Common stock per amendment in consideration for $ 900. On April 28, 2015, the Company signed an amendment to The Agreement, pursuant to which The Notes were amended to be convertible into shares of Series C Preferred stock rather than Common stock. On the same date, the Company entered into a master amendment agreement with certain major stockholders pursuant to which the series B-1 promissory notes and series B-2 promissory notes held by them were amended to be convertible into shares of Series C Preferred stock rather than Common stock. Also on April 28, 2015, the Company amended the warrants to purchase shares of series B-2 participating convertible Preferred stock held by the entities party to the master amendment agreement to include provisions that block exercise if such exercise will result in the holder having beneficial ownership of more than 9.99% of the Company's Common stock. This limitation may be waived upon not less than 61 days prior written notice to the Company, and will expire the day before the applicable warrant expires. c. In January and February 2015, the Company entered into securities purchase agreements with certain investors providing for the issuance of shares of Common stock, shares of Series C Preferred stock and warrants to purchase shares of Common stock. Pursuant to these agreements, the Company issued an aggregate of 833,333 shares of Series C Preferred stock, 216,667 shares of Common stock and warrants to purchase 420,000 shares of Common stock at an exercise price of $3.00 per share and warrants to purchase 420,000 shares of Common stock at an exercise price of $ 6.00 per share, for aggregate consideration of $ 3,005 net of issuance costs of $ 145, which were previously recorded as deferred issuance costs. d. In February 2015, upon the receipt by the Company of investment amounts aggregating $ 3,150, as described above, the B-1 Promissory Notes converted by their terms into an aggregate of 560,594 shares of the Company's Series B-1 Preferred stock and 123,057 shares of Series C Preferred stock, and the Company's B-2 Promissory Notes converted by their terms into an aggregate of 1,174,042 shares of Series B-2 Preferred stock and 333,959 shares of Series C Preferred stock. e. In April 2015, the holders of the Fourteenth Amended and Restated Secured Convertible Promissory Notes elected to convert the outstanding principal and interest thereunder into 603,769 shares of the Company's Series C Preferred stock. f. In April 2015, upon the effectiveness of the Company's Form 10 filed with the Securities and Exchange Commission, the outstanding shares of Series A-1 Preferred stock, Series A-2 Preferred stock, Series B-1 Preferred stock and Series B-2 Preferred stock converted by their terms into 2,131,081 shares of Common stock. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | NOTE 8:- FAIR VALUE MEASUREMENTS During February 2013 through December 2014, the Company issued to the holders of The Notes warrants to purchase 563,910 2.66 The Company measures the warrants at fair value by applying the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in fair values being recognized in the Company's consolidated statement of comprehensive loss as financial income or expenses. December 31, 2016 2015 Dividend yield (1) 0 % 0 % Expected volatility (2) 54.07%-65.59% 64.2%-66.9% Risk-free interest (3) 0.89%-1.47% 1.19%-1.42% Expected term (years) (4) 1.1-2.94 2.2-4.0 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over the term that is equivalent to the expected term of the option. (3) Risk-free interest - based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - the expected term was based on the maturity date of the warrants. Fair value of warrants to Common stock 2016 2015 Balance at January 1 $ 1,696 $ 734 Change in fair value of warrants 383 962 Balance at December 31 $ 2,079 $ 1,696 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9:- COMMITMENTS AND CONTINGENT LIABILITIES a. The Company leases office facilities and motor vehicles under operating leases, which expire on various dates, the latest of which is 2017. Year ended December 31, Operating leases 2017 $ 15 Total $ 15 The Company leases motor vehicles under cancelable lease agreements. The Company has an option to be released from this lease agreement, which may result in penalties in a maximum amount of approximately $ 5 Rent and related expenses were $ 30 31 Motor vehicle leases, and related expenses were $ 17 13 b. Royalties to the Office of the Chief Scientist ("the OCS"): Under the Company's subsidiary research and development agreements with the OCS and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3 3.5 As of December 31, 2016, the Company has a contingent obligation to pay royalties in the principal amount of approximately $ 480 |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10:- STOCKHOLDERS' DEFICIENCY On May 7, 2014, the Company effected a reverse split of the Company's Common stock of seven (7) for one (1) (i.e., seven shares of Common stock, $ 0.001 nominal value each, will be combined into one share of Common stock $ 0.001 nominal value). a. Common Stock: The Common stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company. b. Series C Preferred Stock: Each share of Series C Preferred stock is convertible into one share of Common stock (subject to adjustment) at any time at the option of the holders, provided that each holder would be prohibited from converting Series C Preferred stock into shares of Common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common stock then issued and outstanding. In the event of liquidation, dissolution, or winding up, each holder of Series C Preferred stock could elect to receive either (i) in preference to any payments made to the holders of Common stock and any other junior securities, a payment for each share of Series C Preferred stock then held equal $ 0.001, plus an additional amount equal to any dividends declared but unpaid on such shares, and any other fees or liquidated damages then due and owing thereon or (ii) the amount of cash, securities or other property to which such holder would be entitled to receive with respect to each share of Series C Preferred stock if such share of Series C Preferred stock had been converted to Common stock immediately prior to such liquidation, dissolution, or winding up (without giving effect to any conversion limitations). Shares of Series C Preferred stock are not entitled to receive any dividends, unless and until specifically declared by the board of directors. However, holders of Series C Preferred stock are entitled to receive dividends on shares of Series C Preferred stock equal (on an as-if-converted-to-Common-stock basis) to and in the same form as dividends actually paid on shares of the Common stock when such dividends are specifically declared by the board of directors. The Company is not obligated to redeem or repurchase any shares of Series C Preferred stock. Shares of Series C Preferred stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Each holder of Series C Preferred stock is entitled to the number of votes equal to the number of whole shares of Common stock into which the shares of Series C Preferred stock held by such holder are then convertible (subject to the beneficial ownership limitations) with respect to any and all matters presented to the stockholders for their action or consideration. Holders of Series C Preferred stock vote together with the holders of Common stock as a single class, except as provided by law and except that the consent of holders of a majority of the outstanding Series C Preferred stock is required to amend the terms of the Series C Preferred stock. In January and February 2015, the Company entered into securities purchase agreements with certain investors providing for the issuance of shares of Common stock, shares of Series C Preferred stock and warrants to purchase shares of Common stock. Pursuant to these agreements, the Company issued an aggregate of 833,333 216,667 420,000 3.00 420,000 6.00 3,005 145 In February 2015, upon the receipt by the Company of investment amounts aggregating $ 3,150 560,594 123,057 1,174,042 333,959 In April 2015, the holders of the Fourteenth Amended and Restated Secured Convertible Promissory Notes elected to convert the outstanding principal and interest thereunder into 603,769 In April 2015, upon the effectiveness of the Company's Form 10 filed with the Securities and Exchange Commission, the outstanding shares of Series A-1 Preferred stock, Series A-2 Preferred stock, Series B-1 Preferred stock and Series B-2 Preferred stock converted by their terms into 2,131,081 In April 2015, the Company issued 57,143 c. In April 2015, the Company issued 100,000 d. In April 2016, the Company issued 9,000 49 e. Warrants issued to investors: 1. In November 2011, the Company issued to some of its stockholders warrants to purchase 2,319,062 0.199 30 1.393 331,293 2. In February 2013 through December 2014, the Company issued to some of its stockholders warrants to purchase 563,910 2.66 The warrants shall expire in February 2018 through December 2019, based on the issuance date (see also Note 8). 3. In February 2015, the Company negotiated a securities purchase agreement which included warrants to purchase 840,000 3 420,000 6 420,000 840,000 4. On March 25, 2015, the Company issued warrants to purchase up to 61,000 2.57 March 25, 2020 f. Stock option plan: In November 2004, the Board of Directors of the Company adopted a stock option plan ("the Plan"), according to which options may be granted to employees, directors and consultants. Pursuant to the Plan, the Company reserved for issuance 400,000 10 In November 2014, 10 In February 2014, the Board of Directors of the Company adopted a new stock option plan ("the New Plan"), according to which options may be granted to employees, directors and consultants. Pursuant to the New Plan, the Company reserved for issuance 714,286 10 As of December 31, 2016, under the New Plan, 115,404 In addition, the Company issued options to purchase 275,038 1. Option issued to employees and directors: Weighted Weighted average average remaining Aggregate Number of exercise contractual intrinsic options price life value Outstanding - beginning of the year 805,743 $ 2.80 8.40 2,564 Granted 410,038 $ 5.69 Exercised (12,382) $ 2.66 Expired or Forfeited (1,393) $ 38.36 Outstanding - end of the year 1,202,006 $ 3.75 8.18 3,419 Vested and expected to vest 1,202,006 $ 3.75 8.18 3,419 Exercisable at end of year 510,968 $ 2.80 6.89 2,347 Weighted average fair value of options granted to employees and directors during the years 2016 and 2015 was $ 3.34 2 Aggregate intrinsic value of exercised options by employees and directors during the years 2016 and 2015 was $ 22 0 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing share price on the last trading day of calendar 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016. This amount is impacted by the changes in the fair market value of the Company's shares. As of December 31, 2016, the total unrecognized estimated compensation cost related to non-vested options granted prior to that date was $ 1,340 2.02 2. Option issued to non-employees: Weighted Options for Average Common exercise price Options Issuance date stock per share exercisable Expiration date April 2007 357 $ 24.21 357 April 2017 December 2007 1,500 $ 84.56 1,500 December 2017 April 2009 1,071 $ 72.45 1,071 April 2019 December 2010 786 $ 1.99 786 December 2020 March 2013 30,000 $ 1.96 30,000 March 2023 October 2013 1,000 $ 1.96 1,000 October 2023 February 2015 714 $ 1.96 714 February 2025 Total 35,428 $ 7.81 35,428 As of December 31, 2016, all options granted to non-employees are fully vested. 3. Stock-based compensation: Year ended December 31, 2016 2015 Research and development $ 30 $ 22 Selling and marketing 12 9 General and administrative 417 189 Total $ 459 $ 220 |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11:- TAXES ON INCOME a. As of December 31, 2016, the U.S. Company had federal and state net operating loss carry forward for tax purposes of approximately $ 11,125 b. Foreign tax: 1. Tax rates applicable to the income of the Israeli subsidiary. 2. The Israeli corporate tax rate in 2016 and 2015 is 25 26.5 On January 5, 2016, the Israeli Parliament officially published the Law for the Amendment of the Israeli Tax Ordinance (Amendment 216), that reduces the corporate tax rate from 26.5% to 25%. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which reduces the corporate income tax rate to 24 25 23 3. The subsidiary has final tax assessments through 2010. c. Loss before taxes on income: Year ended December 31, 2016 2015 Domestic $ 1,884 $ 2,216 Foreign 830 640 $ 2,714 $ 2,856 d. Deferred income taxes: December 31, 2016 2015 Deferred tax assets: Net operating loss carry forward $ 3,894 $ 4,750 Temporary differences 34 10 Deferred tax assets before valuation allowance 3,928 4,760 Valuation allowance (3,928) (4,760) Net deferred tax asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2016 and 2015. e. Reconciliation of the theoretical tax expense to the actual tax expense: The main reconciling items between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating loss carryforward among the Company and its subsidiary due to the uncertainty of the realization of such tax benefits. f. December 31, 2016 2015 Balance at beginning of the year $ 97 $ 58 Increase in unrecognized tax benefits as a result of tax positions taken 73 39 Balance at the end of the year $ 170 $ 97 The Company recognizes interest and penalties related to unrecognized tax benefits in tax expense. During the year ended December 31, 2016 the Company accrued $ 16 |
FINANCIAL EXPENSE, NET
FINANCIAL EXPENSE, NET | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Nonoperating Income and Expense [Text Block] | NOTE 12:- FINANCIAL EXPENSE, NET Year ended December 31, 2016 2015 Interest on promissory notes $ - $ 65 Benefit component of promissory notes - 384 Change in fair value of warrants 383 962 Other financial expense 15 21 $ 398 $ 1,432 |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 13:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: ASC 280, "Segment Reporting," establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Year ended December 31, 2016 2015 United States $ 89 $ 52 Israel 13 14 Europe 52 28 India 24 7 Rest of the world 51 46 $ 229 $ 147 During the year ended December 31, 2016, there were no sales to a single customer exceeding 10 The Company's long-lived assets are all located in Israel. |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 14:- BASIC AND DILUTED NET LOSS PER SHARE Retrospective adjustment of net loss per share information The Company has shares of Series C Preferred Stock outstanding which were issued in early 2015. The specific terms and conditions of the Series C Preferred Shares are disclosed in Note 10. When preparing its consolidated financial statements for the year ended December 31, 2015, its interim consolidated financial statements for the respective quarters and year to date periods contained during 2015, and also the interim consolidated financial statements for the quarter ended March 31, 2016, the Company considered these convertible security to be a common stock equivalents but excluded them from its dilutive earnings (loss) per share computation as it concluded that the securities would be anti-dilutive in nature if or when converted. However, upon further analysis and when preparing it interim consolidated financial statements for the second quarter of 2016, the Company has concluded that these securities participate equally with common shares in the profits, losses and liquidation values of the Company, and while limited in voting they can be readily converted into voting common shares at any time. The Company has concluded that they are participating securities that should have been included as a component of both basic and dilutive earnings (loss) per share for all periods previously presented. Year ended December 31, 2015 Net loss 2,884 Weighted average common shares as previously reported 1,978,395 Weighted average Series C Preferred shares outstanding 1,557,953 Basic and dilutive weighted average shares outstanding, as adjusted 3,536,348 Basic and dilutive loss per share, as adjusted (0.82) The Company has retrospectively adjusted for the foregoing matter in the accompanying consolidated financial statements for the year ended December 31, 2015. Year ended December 31, 2016 2015 Net loss attributable to holders of Common stock as reported $ (2,831) $ (2,884) Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share $ 4,578,470 $ 3,536,348 Net loss per share of Common stock, basic and diluted $ (0.62) $ (0.82) For the years ended December 31, 2016 and 2015, all outstanding options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 15:- RELATED PARTIES BALANCES AND TRANSACTIONS Year ended December 31, 2016 2015 Warrants to purchase Common stock (a) $ 2,079 $ 1,696 Related parties' expenses: Year ended December 31, 2016 2015 Financial expenses (a) $ 383 $ 962 (a) During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 2.66 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16:- SUBSEQUENT EVENTS The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. On January 27, 2017, the Company entered into amendments to its two-year warrants (the “Warrant Amendment”) to purchase an aggregate of 420,000 3.00 420,000 6.00 266,667 3.00 266,667 6.00 January 29, 2019 140,000 3.00 140,000 6.00 February 10, 2019 13,333 3.00 13,333 6.00 February 23, 2019 In March 2017, the Company completed a bridge financing, pursuant to which the Company received from four investors $ 350,000 350,000 140,000 5.90 The principal amount and all accrued but unpaid interest on the Notes will become due and payable on the date (the “Maturity Date”) that is the earlier of the (i) 5-year anniversary of the date of issuance, or (ii) the date the Company completes an equity financing pursuant to which the Company issues and sells shares of capital stock resulting in aggregate proceeds of at least $ 2,000 6 at a price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Company’s capital stock. The Warrants are immediately exercisable. The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the resale of the Warrant Shares after the six month anniversary of the issuance date of the Warrants. The Exercise Price is adjustable for certain events, such as distribution of stock dividends, stock splits or fundamental transactions including mergers or sales of assets. A holder of the Warrants will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in excess of 9.99 |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars Policy [Policy Text Block] | b. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars. The majority of the Company's expenses, financing activities and revenues are denominated and determined in U.S. dollars. The Company's management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company's transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Codification (ASC) 830, "Foreign Currency Matters". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. |
Principles of consolidation, Policy [Policy Text Block] | Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, NanoVibronix (Israel 2003) Ltd. All intercompany balances and transactions have been eliminated upon consolidation. |
Cash equivalents, Policy [Policy Text Block] | d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. |
Inventories Policy [Policy Text Block] | e. Inventories: Inventories are stated at the lower of cost or market value. Cost is determined using the "first-in, first-out" method. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made when required to write-down inventory to its market value. As of December 31, 2016 and 2015, inventory write-downs were recorded in the amounts of $ 0 8 |
Deferred Charges, Policy [Policy Text Block] | Non-current prepaid expenses consist of non-current lease deposits as security for the Company's motor vehicles leases. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. % Computers and peripheral equipment 33 Office furniture and equipment 7 15 |
Impairment of long-lived assets, Policy [Policy Text Block] | Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with Accounting Standard Codification ("ASC") 360, "Property, Plant, and Equipment", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2016 and 2015, no impairment losses have been identified. |
Severance pay, Policy [Policy Text Block] | i. Severance pay: The Company's liability for severance pay is for its Israeli employees and is calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date, and is in large part covered by regular deposits with recognized pension funds, deposits with severance pay funds and purchases of insurance policies. The value of these deposits and policies is recorded as an asset in the Company's balance sheet. Severance expenses for the years ended December 31, 2016 and 2015 amounted to $ 150 32 |
Derivatives, Policy [Policy Text Block] | j. Warrants: The Company accounts for certain warrants held by investors which include down round protection as a liability according to provisions of ASC 815-40, "Derivatives and Hedging - Contracts in Entity’s Own Equity," ("ASC 815") which provides a two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify to be a derivative financial instrument. The Company measures the warrants at fair value by applying the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair value being recognized in the Company’s statement of comprehensive loss as financial income or expense, as appropriate. |
Revenue Recognition, Policy [Policy Text Block] | k. Revenue recognition: The Company generates revenues from the sale of its products to distributors and patients. Revenues from those products are recognized in accordance with ASC 605, "Revenue Recognition," when delivery has occurred, persuasive evidence of an agreement exists, the fee is fixed or determinable, no further obligation exists and collectability is probable. |
Research and development costs, Policy [Policy Text Block] | l. Research and development costs: Research and development costs are charged to the statement of comprehensive loss, as incurred. |
Income Tax, Policy [Policy Text Block] | m. Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on 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. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2016 and 2015, the Company has recorded a liability for uncertain tax position in connection to the subsidiary's revenues related to stock based compensation expenses on a cost plus 5% basis. |
Stock-based payments Policy [Policy Text Block] | n. Stock-based payments: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods on a straight line method in the Company's consolidated statement of comprehensive loss. The Company has early adopted Accounting Standard Update ("ASU") 2016-09, "Compensation - Stock Compensation", in the current consolidated financial statements and account for forfeitures as they occur. See also Note 2t. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its stock-options awards. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies' historical share price movements. The expected option term represents the period that the Company's stock options are expected to be outstanding. The Company currently uses the simplified method and will continue to do so until sufficient historical exercise data supports using expected life assumptions. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The expected dividend yield assumption is based on the Company's historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. Year ended 2016 2015 Risk free interest 1.21%-1.88% 1.44%-1.61% Dividend yields 0% 0% Volatility 61.3%-63.9% 65.3%-66.8% Expected term (in years) 5.5-6.25 6 The Company applies ASC 505-50, "Equity-Based Payments to Non-Employees" ("ASC 505") with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | o. Fair value of financial instruments: ASC 820, "Fair Value Measurements and Disclosures," defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, trade receivables, prepaid expenses and other accounts receivable, trade payables and other accounts payables approximate their fair value due to the short-term maturities of such instruments. |
Convertible promissory notes, Policy [Policy Text Block] | p. Convertible promissory notes: The Company applies ASC 470-20, "Debt with Conversion and Other Options" ("ASC 470-20"), when it cannot elect the fair value option under ASC 825, "Financial Instruments." In accordance with ASC 470-20, the Company first allocates the proceeds to freestanding liability instrument that are measured at fair value at each reporting date, based on their fair value. The remaining proceeds are allocated between the convertible debt and all other freestanding instruments based on the relative fair values of the instruments at the time of issuance. In accordance with ASC 815 "Derivatives and Hedging" ("ASC 815"), the Company bifurcates all embedded derivatives that require bifurcation and accounts for them separately from the convertible debt. In addition, under the guidelines of ASC 470-20, the Company measures and recognizes the embedded beneficial conversion feature on the commitment date. The beneficial conversion feature is measured by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature is calculated on the commitment date using the effective conversion price which had resulted subsequent to the allocation of the proceeds between the convertible debt and all other freestanding instruments. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The Company applied ASC 470-20 and ASC 815 to the Convertible promissory notes (see Note 7). |
Earnings Per Share, Policy [Policy Text Block] | q. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of shares of Common stock and Preferred C stock outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares of Common stock and Preferred C stock outstanding during each year plus dilutive potential equivalent shares of Common stock and Preferred C stock considered outstanding during the year, in accordance with ASC 260, "Earnings per Share." See also Note 14. For the years ended December 31, 2016 and 2015, all outstanding stock options and warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | r. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are invested in major banks in U.S. and Israel. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Contingent Liability Reserve Estimate, Policy [Policy Text Block] | s. Contingent liabilities: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2016 and 2015, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. |
New Accounting Pronouncements, Policy [Policy Text Block] | t. Impact of recently issued accounting standards: In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). On July 9, 2015 the FASB voted to approve a one-year delay of the effective date and to permit companies to voluntarily adopt the new standard as of the original effective date. The new standard is effective for reporting periods beginning after December 15, 2018. The standard will supersede existing revenue recognition guidance, including industry-specific guidance, and will provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The standard requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The amendment will be effective with ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new standard will be effective with ASU 2014-09. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which clarifies specific aspects of ASU 2014-09, including allowing entities not to make quantitative disclosures about remaining performance obligations in certain cases and requiring entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The new standard also makes twelve other technical corrections and improvements to ASU 2014-09. The new standard will be effective with ASU 2014-09. The Company is still in the process of completing its assessment on the impact this guidance will have on its consolidated financial statements and related disclosures. In February 2016, the FASB ASU 2016-02-Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840. The standard is effective on January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The update simplifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows and forfeiture rate calculation. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016 for public entities. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted however all of the guidance must be adopted in the same period. The Company has early adopted ASU 2016-09 in the current consolidated financial statements using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. As a result of this adoption, the Company recorded an increase to accumulated deficit of $ 11 |
SIGNIFICANT ACCOUNTING POLICI24
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Accumulated Depreciation percentage Over Useful life of the Assets [Table Text Block] | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers and peripheral equipment 33 Office furniture and equipment 7 15 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value for options granted in 2016 and 2015 is estimated at the date of grant using a Black-Scholes-Merton options pricing model with the following underlying assumptions: Year ended 2016 2015 Risk free interest 1.21%-1.88% 1.44%-1.61% Dividend yields 0% 0% Volatility 61.3%-63.9% 65.3%-66.8% Expected term (in years) 5.5-6.25 6 |
PREPAID EXPENSES AND OTHER AC25
PREPAID EXPENSES AND OTHER ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | December 31, 2016 2015 Prepaid expenses $ 34 $ 50 Other accounts receivable 8 36 $ 42 $ 86 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2016 2015 Raw materials $ 44 $ 53 Work in process 5 4 Finished goods 18 14 $ 67 $ 71 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2016 2015 Cost: Computers and peripheral equipment $ 48 $ 100 Office furniture and equipment 3 10 51 110 Accumulated depreciation: Computers and peripheral equipment 38 91 Office furniture and equipment 2 9 40 100 Depreciated cost $ 11 $ 10 |
OTHER ACCOUNTS PAYABLE (Tables)
OTHER ACCOUNTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, 2016 2015 Employees and payroll accruals $ 170 $ 95 Accrued expenses 99 47 Income tax accrual 214 97 483 239 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | December 31, 2016 2015 Dividend yield (1) 0 % 0 % Expected volatility (2) 54.07%-65.59% 64.2%-66.9% Risk-free interest (3) 0.89%-1.47% 1.19%-1.42% Expected term (years) (4) 1.1-2.94 2.2-4.0 (1) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. (2) Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over the term that is equivalent to the expected term of the option. (3) Risk-free interest - based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - the expected term was based on the maturity date of the warrants. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The level of inputs used to measure fair value was Level 2. Fair value of warrants to Common stock 2016 2015 Balance at January 1 $ 1,696 $ 734 Change in fair value of warrants 383 962 Balance at December 31 $ 2,079 $ 1,696 |
COMMITMENTS AND CONTINGENT LI30
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Future minimum lease commitments under non-cancelable operating lease agreements as of December 31, 2016 are as follows: Year ended December 31, Operating leases 2017 $ 15 Total $ 15 |
STOCKHOLDERS' DEFICIENCY (Table
STOCKHOLDERS' DEFICIENCY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company's options activity and related information with respect to options granted to employees and directors during the years ended December 31, 2016 are as follows: Weighted Weighted average average remaining Aggregate Number of exercise contractual intrinsic options price life value Outstanding - beginning of the year 805,743 $ 2.80 8.40 2,564 Granted 410,038 $ 5.69 Exercised (12,382) $ 2.66 Expired or Forfeited (1,393) $ 38.36 Outstanding - end of the year 1,202,006 $ 3.75 8.18 3,419 Vested and expected to vest 1,202,006 $ 3.75 8.18 3,419 Exercisable at end of year 510,968 $ 2.80 6.89 2,347 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The Company's outstanding options granted to consultants as of December 31, 2016 are as follows: Weighted Options for Average Common exercise price Options Issuance date stock per share exercisable Expiration date April 2007 357 $ 24.21 357 April 2017 December 2007 1,500 $ 84.56 1,500 December 2017 April 2009 1,071 $ 72.45 1,071 April 2019 December 2010 786 $ 1.99 786 December 2020 March 2013 30,000 $ 1.96 30,000 March 2023 October 2013 1,000 $ 1.96 1,000 October 2023 February 2015 714 $ 1.96 714 February 2025 Total 35,428 $ 7.81 35,428 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The stock based expense recognized in the financial statements for services received from employees is shown in the following table: Year ended December 31, 2016 2015 Research and development $ 30 $ 22 Selling and marketing 12 9 General and administrative 417 189 Total $ 459 $ 220 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Year ended December 31, 2016 2015 Domestic $ 1,884 $ 2,216 Foreign 830 640 $ 2,714 $ 2,856 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company`s deferred tax assets are as follows: December 31, 2016 2015 Deferred tax assets: Net operating loss carry forward $ 3,894 $ 4,750 Temporary differences 34 10 Deferred tax assets before valuation allowance 3,928 4,760 Valuation allowance (3,928) (4,760) Net deferred tax asset $ - $ - |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | December 31, 2016 2015 Balance at beginning of the year $ 97 $ 58 Increase in unrecognized tax benefits as a result of tax positions taken 73 39 Balance at the end of the year $ 170 $ 97 |
FINANCIAL EXPENSE, NET (Tables)
FINANCIAL EXPENSE, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Year ended December 31, 2016 2015 Interest on promissory notes $ - $ 65 Benefit component of promissory notes - 384 Change in fair value of warrants 383 962 Other financial expense 15 21 $ 398 $ 1,432 |
GEOGRAPHIC INFORMATION AND MA34
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | The Company manages its business on the basis of one reportable segment, and derives revenues from selling its products mainly through distributor agreements. The following is a summary of revenues within geographic areas: Year ended December 31, 2016 2015 United States $ 89 $ 52 Israel 13 14 Europe 52 28 India 24 7 Rest of the world 51 46 $ 229 $ 147 |
BASIC AND DILUTED NET LOSS PE35
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Adjusted figures are presented below to reflect this revised conclusion. Year ended December 31, 2015 Net loss 2,884 Weighted average common shares as previously reported 1,978,395 Weighted average Series C Preferred shares outstanding 1,557,953 Basic and dilutive weighted average shares outstanding, as adjusted 3,536,348 Basic and dilutive loss per share, as adjusted (0.82) The following table sets forth the computation of the Company's basic and diluted net loss per share of Common stock: Year ended December 31, 2016 2015 Net loss attributable to holders of Common stock as reported $ (2,831) $ (2,884) Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share $ 4,578,470 $ 3,536,348 Net loss per share of Common stock, basic and diluted $ (0.62) $ (0.82) |
RELATED PARTIES BALANCES AND 36
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Balances with related parties: Year ended December 31, 2016 2015 Warrants to purchase Common stock (a) $ 2,079 $ 1,696 Related parties' expenses: Year ended December 31, 2016 2015 Financial expenses (a) $ 383 $ 962 (a) During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 2.66 |
GENERAL (Details Textual)
GENERAL (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jan. 02, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Net Income (Loss) Attributable to Parent | $ 2,831 | $ 2,884 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (1,533) | (1,480) | |
Retained Earnings (Accumulated Deficit) | $ (22,576) | $ (19,734) | $ 11 |
SIGNIFICANT ACCOUNTING POLICI38
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer and Peripheral Equipment [Member] | |
Summery of Accumulated Depreciation percentage Over Useful life of the Assets [Line Items] | |
Accumulated Deprecation Percentage | 33.00% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Summery of Accumulated Depreciation percentage Over Useful life of the Assets [Line Items] | |
Accumulated Deprecation Percentage | 15.00% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Summery of Accumulated Depreciation percentage Over Useful life of the Assets [Line Items] | |
Accumulated Deprecation Percentage | 7.00% |
SIGNIFICANT ACCOUNTING POLICI39
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Risk free interest, Minimum | 1.21% | 1.44% |
Risk free interest, Maximum | 1.88% | 1.61% |
Dividend yields | 0.00% | 0.00% |
Volatility, Minimum | 61.30% | 65.30% |
Volatility, Maximum | 63.90% | 66.80% |
Expected term (in years) | 6 years | |
Maximum [Member] | ||
Expected term (in years) | 6 years 3 months | |
Minimum [Member] | ||
Expected term (in years) | 5 years 6 months |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 02, 2016 | |
Summary of Inventory and Severance Costs [Line Items] | ||||
Inventory Write-down | $ 8 | $ 0 | ||
Severance Costs | 150 | $ 32 | ||
Retained Earnings (Accumulated Deficit) | $ (19,734) | $ (22,576) | $ (19,734) | $ 11 |
PREPAID EXPENSES AND OTHER AC41
PREPAID EXPENSES AND OTHER ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Summery of Prepaid Expenses and Other Accounts Receivable [Line Items] | ||
Prepaid expenses | $ 34 | $ 50 |
Other accounts receivable | 8 | 36 |
Prepaid Expense and Other Assets, Current | $ 42 | $ 86 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 44 | $ 53 |
Work in process | 5 | 4 |
Finished goods | 18 | 14 |
Inventory, Net | $ 67 | $ 71 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Cost: | ||
Property, Plant and Equipment, Gross | $ 51 | $ 110 |
Accumulated depreciation: | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 40 | 100 |
Depreciated cost | 11 | 10 |
Computer and Peripheral Equipment [Member] | ||
Cost: | ||
Property, Plant and Equipment, Gross | 48 | 100 |
Accumulated depreciation: | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 38 | 91 |
Office Furniture and Equipment [Member] | ||
Cost: | ||
Property, Plant and Equipment, Gross | 3 | 10 |
Accumulated depreciation: | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 2 | $ 9 |
PROPERTY AND EQUIPMENT, NET (44
PROPERTY AND EQUIPMENT, NET (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Depreciation Expenses [Line Items] | ||
Depreciation | $ 7 | $ 9 |
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment | $ 67 |
OTHER ACCOUNTS PAYABLE (Details
OTHER ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Accounts Payable [Line Items] | ||
Employees and payroll accruals | $ 170 | $ 95 |
Accrued expenses | 99 | 47 |
Income tax accrual | 214 | 97 |
Other Accounts Payable and Accrued Liabilities | $ 483 | $ 239 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May 14, 2014 | Apr. 30, 2015 | Apr. 28, 2015 | Feb. 28, 2015 | Nov. 30, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2011 | Dec. 31, 2009 | Dec. 31, 2014 | May 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Feb. 28, 2013 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 331,293 | 840,000 | 563,910 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.393 | $ 2.66 | $ 1.393 | ||||||||||||
Warrants and Rights Outstanding | [1] | $ 2,079 | $ 1,696 | ||||||||||||
Percentage of Beneficial Ownership of Common Stock | 9.99% | ||||||||||||||
Proceeds from Convertible Debt | $ 3,150 | 33 | 0 | ||||||||||||
Proceeds from Issuance or Sale of Equity | 3,005 | $ 0 | $ 3,005 | ||||||||||||
Payments of Stock Issuance Costs | $ 145 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 331,293 | ||||||||||||||
Stockholders' Equity, Reverse Stock Split | seven to one | seven (7) for one (1) (i.e., seven shares of Common stock, $ 0.001 nominal value each, will be combined into one share of Common stock $ 0.001 nominal value). | |||||||||||||
Exercise Price One [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||||||
Exercise Price Two [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||||
Amendment 1 [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 600 | ||||||||||||||
Amendment 2 [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,594 | ||||||||||||||
Debt Instrument, Face Amount | $ 900 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,594 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.66 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 216,667 | 216,667 | |||||||||||||
Common Stock [Member] | Amendment 1 [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,594 | ||||||||||||||
Convertible B-1 Promissory Notes [Member] | |||||||||||||||
Proceeds from Notes Payable | $ 1,000 | ||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.284 | ||||||||||||||
Convertible B-2 Promissory Notes [Member] | |||||||||||||||
Proceeds from Notes Payable | $ 1,557 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.199 | ||||||||||||||
Debt Instrument Discount Rate | 30.00% | ||||||||||||||
Debt Instrument Benefit Component | $ 1,142 | ||||||||||||||
Series B1 Preferred Stock [Member] | B-1 Promissory Notes Member | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 560,594 | ||||||||||||||
Series B2 Preferred Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,319,062 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.199 | ||||||||||||||
Discount Rate on Fair value of Preferred Stock | 30.00% | ||||||||||||||
Warrants and Rights Outstanding | $ 571 | ||||||||||||||
Warrants Expiration Period | Nov. 15, 2018 | ||||||||||||||
Series B2 Preferred Stock [Member] | B-2 Promissory Notes Member | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,174,042 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 603,769 | 683,651 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 833,333 | 0 | |||||||||||||
Series C Preferred Stock [Member] | B-1 Promissory Notes Member | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 123,057 | ||||||||||||||
Series C Preferred Stock [Member] | B-2 Promissory Notes Member | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 333,959 | ||||||||||||||
Convertible Common Stock [Member] | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,131,081 | ||||||||||||||
[1] | During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 shares of Common stock. The exercise price at which the warrants may be exercised is $ 2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire on February 2018 through December 2019, based on the issuance date (see also Note 7b). |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Dividend yield | [1] | 0.00% | 0.00% |
Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | [2] | 65.59% | 66.90% |
Risk-free interest | [3] | 1.47% | 1.42% |
Expected term (years) | [4] | 2 years 11 months 8 days | 4 years |
Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | [2] | 54.07% | 64.20% |
Risk-free interest | [3] | 0.89% | 1.19% |
Expected term (years) | [4] | 1 year 1 month 6 days | 2 years 2 months 12 days |
[1] | Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. | ||
[2] | Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over the term that is equivalent to the expected term of the option. | ||
[3] | Risk-free interest - based on yield rate of non-index linked U.S. Federal Reserve treasury stock. | ||
[4] | Expected term - the expected term was based on the maturity date of the warrants. |
FAIR VALUE MEASUREMENTS (Deta48
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of warrants | [1] | $ (383) | $ (962) |
Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at January 1 | 1,696 | 734 | |
Change in fair value of warrants | 383 | 962 | |
Balance at December 31 | $ 2,079 | $ 1,696 | |
[1] | During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 shares of Common stock. The exercise price at which the warrants may be exercised is $ 2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire on February 2018 through December 2019, based on the issuance date (see also Note 7b). |
FAIR VALUE MEASUREMENTS (Deta49
FAIR VALUE MEASUREMENTS (Details Textual) - $ / shares | Apr. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | May 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 331,293 | 840,000 | 563,910 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.393 | $ 2.66 | $ 1.393 |
COMMITMENTS AND CONTINGENT LI50
COMMITMENTS AND CONTINGENT LIABILITIES (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 15 |
Total | $ 15 |
COMMITMENTS AND CONTINGENT LI51
COMMITMENTS AND CONTINGENT LIABILITIES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | ||
Contingent Obligation to Royalty | $ 480 | |
Vehicles [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense, Net, Total | 17 | $ 13 |
Penalties For Cancellation Of Operating Lease Agreements | 5 | |
Office Equipment [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense, Net, Total | $ 30 | $ 31 |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Percentage of Royalty on sales | 3.50% | |
Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Percentage of Royalty on sales | 3.00% |
STOCKHOLDERS' DEFICIENCY (Detai
STOCKHOLDERS' DEFICIENCY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted average remaining contractual life, Vested and expected to vest | 8 years 2 months 8 days | |
Employee Stock Option [Member] | ||
Number of options, Outstanding - beginning of the year | 805,743 | |
Number of options, Granted | 410,038 | |
Number of options, Exercised | (12,382) | |
Number of options, Forfeited | (1,393) | |
Number of options, Outstanding - end of the year | 1,202,006 | 805,743 |
Number of options, Vested and expected to vest | 1,202,006 | |
Number of options, Exercisable at end of year | 510,968 | |
Weighted average exercise price, Outstanding - beginning of the year | $ 2.8 | |
Weighted average exercise price, Granted | 5.69 | |
Weighted average exercise price, Exercised | 2.66 | |
Weighted average exercise price, Expired or Forfeited | 38.36 | |
Weighted average exercise price, Outstanding - end of the year | 3.75 | $ 2.8 |
Weighted average exercise price, Vested and expected to vest | 3.75 | |
Weighted average exercise price, Exercisable at end of year | $ 2.80 | |
Weighted average remaining contractual life, Outstanding | 8 years 2 months 5 days | 8 years 4 months 24 days |
Weighted average remaining contractual life, Vested and expected to vest | 8 years 2 months 5 days | |
Weighted average remaining contractual life, Exercisable at end of year | 6 years 10 months 20 days | |
Aggregate intrinsic value, Outstanding - beginning of the year | $ 2,564 | |
Aggregate intrinsic value, Outstanding - end of the year | 3,419 | $ 2,564 |
Aggregate intrinsic value, Vested and expected to vest | 3,419 | |
Aggregate intrinsic value, Exercisable at end of year | $ 2,347 |
STOCKHOLDERS' DEFICIENCY (Det53
STOCKHOLDERS' DEFICIENCY (Details 1) - Consultant [Member] - Non-employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Options for Common stock | 35,428 |
Weighted Average exercise price per share | $ / shares | $ 7.81 |
Options exercisable | 35,428 |
April 2007 [Member] | |
Options for Common stock | 357 |
Weighted Average exercise price per share | $ / shares | $ 24.21 |
Options exercisable | 357 |
Expiration date | April 2,017 |
December 2007 [Member] | |
Options for Common stock | 1,500 |
Weighted Average exercise price per share | $ / shares | $ 84.56 |
Options exercisable | 1,500 |
Expiration date | December 2,017 |
April 2009 [Member] | |
Options for Common stock | 1,071 |
Weighted Average exercise price per share | $ / shares | $ 72.45 |
Options exercisable | 1,071 |
Expiration date | April 2,019 |
December 2010 [Member] | |
Options for Common stock | 786 |
Weighted Average exercise price per share | $ / shares | $ 1.99 |
Options exercisable | 786 |
Expiration date | December 2,020 |
March 2013 [Member] | |
Options for Common stock | 30,000 |
Weighted Average exercise price per share | $ / shares | $ 1.96 |
Options exercisable | 30,000 |
Expiration date | March 2,023 |
October 2013 [Member] | |
Options for Common stock | 1,000 |
Weighted Average exercise price per share | $ / shares | $ 1.96 |
Options exercisable | 1,000 |
Expiration date | October 2,023 |
February 2015 [Member] | |
Options for Common stock | 714 |
Weighted Average exercise price per share | $ / shares | $ 1.96 |
Options exercisable | 714 |
Expiration date | February 2,025 |
STOCKHOLDERS' DEFICIENCY (Det54
STOCKHOLDERS' DEFICIENCY (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation | $ 459 | $ 220 |
Research and Development Expense [Member] | ||
Stock-based compensation | 30 | 22 |
Selling and Marketing Expense [Member] | ||
Stock-based compensation | 12 | 9 |
General and Administrative Expense [Member] | ||
Stock-based compensation | $ 417 | $ 189 |
STOCKHOLDERS' DEFICIENCY (Det55
STOCKHOLDERS' DEFICIENCY (Details Textual) - USD ($) | May 14, 2014 | Jan. 31, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | Mar. 25, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Feb. 28, 2014 | Nov. 30, 2011 | Nov. 30, 2004 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2017 | May 31, 2014 | Feb. 28, 2013 | |
Class of Stock [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 331,293 | 840,000 | 563,910 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.393 | $ 2.66 | $ 1.393 | ||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 3,005,000 | $ 0 | $ 3,005,000 | ||||||||||||||
Payments of Stock Issuance Costs | 145,000 | ||||||||||||||||
Equity Method Investment, Aggregate Cost | $ 3,150,000 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 333,959 | ||||||||||||||||
Stockholders' Equity, Reverse Stock Split | seven to one | seven (7) for one (1) (i.e., seven shares of Common stock, $ 0.001 nominal value each, will be combined into one share of Common stock $ 0.001 nominal value). | |||||||||||||||
Preferred Stock, Conversion Basis | Each share of Series C Preferred stock is convertible into one share of Common stock (subject to adjustment) at any time at the option of the holders, provided that each holder would be prohibited from converting Series C Preferred stock into shares of Common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common stock then issued and outstanding. | ||||||||||||||||
Warrants Issued To Purchase of Common Stock, Shares | 2,319,062 | 563,910 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 714,286 | 400,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 115,404 | ||||||||||||||||
Warrants Expiration Term | Feb. 28, 2017 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 0 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 275,038 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 840,000 | 140,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.90 | ||||||||||||||||
Warrants Expiration Term | Feb. 28, 2019 | ||||||||||||||||
Consultant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 61,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.57 | ||||||||||||||||
Warrants Expiration Period | Mar. 25, 2020 | ||||||||||||||||
Consultant [Member] | Restricted Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 9,000 | 100,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 49,000 | ||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 1,340 | ||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 7 days | ||||||||||||||||
Employee Stock Option [Member] | Employees And Directors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Granted in Period, Fair Value | $ 3.34 | $ 2 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 22,000 | $ 0 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 216,667 | 216,667 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,594 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.66 | ||||||||||||||||
Conversion of Stock, Shares Issued | 2,131,081 | 2,131,081 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 9,000 | 100,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | [1] | ||||||||||||||||
Exercise Price One [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||||||||
Exercise Price Two [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 833,333 | 0 | |||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 603,769 | 123,057 | |||||||||||||||
Conversion of Stock, Shares Issued | (2,128,868) | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 57,143 | 0 | 0 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 0 | |||||||||||||||
Series B-1 Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 560,594 | ||||||||||||||||
Series B-2 Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,174,042 | ||||||||||||||||
[1] | Represents an amount lower than $ 1 thousands. |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Domestic | $ 1,884 | $ 2,216 |
Foreign | 830 | 640 |
Loss before taxes on income | $ (2,714) | $ (2,856) |
TAXES ON INCOME (Details 1)
TAXES ON INCOME (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 3,894 | $ 4,750 |
Temporary differences | 34 | 10 |
Deferred tax assets before valuation allowance | 3,928 | 4,760 |
Valuation allowance | (3,928) | (4,760) |
Net deferred tax asset | $ 0 | $ 0 |
TAXES ON INCOME (Details 2)
TAXES ON INCOME (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance at beginning of the year | $ 97 | $ 58 |
Increase in unrecognized tax benefits as a result of tax positions taken | 73 | 39 |
Balance at the end of the year | $ 170 | $ 97 |
TAXES ON INCOME (Details Textua
TAXES ON INCOME (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards | $ 11,125 | $ 11,125 | |||
Operating Loss Carryforwards, Limitations on Use | The federal operating loss can be offset against taxable income for 20 years. | ||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 25.00% | 25.00% | 26.50% | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 16 | $ 16 | |||
Scenario, Forecast [Member] | |||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 23.00% | ||||
Subsequent Event [Member] | |||||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 24.00% |
FINANCIAL EXPENSE, NET (Details
FINANCIAL EXPENSE, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Interest on promissory notes | $ 0 | $ 65 | |
Benefit component of promissory notes | 0 | 384 | |
Change in fair value of warrants | [1] | 383 | 962 |
Other financial expense | 15 | 21 | |
Financial expense, net | $ 398 | $ 1,432 | |
[1] | During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 shares of Common stock. The exercise price at which the warrants may be exercised is $ 2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire on February 2018 through December 2019, based on the issuance date (see also Note 7b). |
GEOGRAPHIC INFORMATION AND MA61
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 229 | $ 147 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 89 | 52 |
Israel | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 13 | 14 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 52 | 28 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 24 | 7 |
Rest of the world | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 51 | $ 46 |
GEOGRAPHIC INFORMATION AND MA62
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Concentration Risk, Percentage | 10.00% |
BASIC AND DILUTED NET LOSS PE63
BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss attributable to holders of Common stock as reported | $ 2,884 | $ (2,831) | $ (2,884) |
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share | 3,536,348 | 4,578,470 | 3,536,348 |
Net loss per share of Common stock, basic and diluted | $ (0.82) | $ (0.62) | $ (0.82) |
Scenario, Previously Reported [Member] | |||
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share | 1,978,395 | ||
Scenario, Adjustment [Member] | |||
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted net loss per share | 1,557,953 |
RELATED PARTIES BALANCES AND 64
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | |||
Warrants to purchase Common stock | [1] | $ 2,079 | $ 1,696 |
Financial expenses | [1] | $ 383 | $ 962 |
[1] | During February 2013 through December 2014, the Company issued to the holders of the Notes, who are related parties of the Company, warrants to purchase 563,910 shares of Common stock. The exercise price at which the warrants may be exercised is $ 2.66 per share, subject to adjustment for stock splits, fundamental transactions or similar events including "down round" protection. The warrants expire on February 2018 through December 2019, based on the issuance date (see also Note 7b). |
RELATED PARTIES BALANCES AND 65
RELATED PARTIES BALANCES AND TRANSACTIONS (Details Textual) - $ / shares | Apr. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | May 31, 2014 |
Related Party Transaction [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 331,293 | 840,000 | 563,910 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.393 | $ 2.66 | $ 1.393 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2017 | Jan. 27, 2017 | Apr. 28, 2015 | Feb. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2017 | Apr. 30, 2015 | Dec. 31, 2014 | May 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | ||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 840,000 | 331,293 | 563,910 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.393 | $ 2.66 | $ 1.393 | ||||||||||
Percentage of Beneficial Ownership of Common Stock | 9.99% | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 3,005 | $ 0 | $ 3,005 | ||||||||||
Amendment 1 [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 600 | ||||||||||||
Amendment 2 [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,594 | ||||||||||||
Debt Instrument, Face Amount | $ 900 | ||||||||||||
Exercise Price One [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||||
Exercise Price Two [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | 840,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.90 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||
Percentage of Beneficial Ownership of Common Stock | 9.99% | ||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | at a price per share equal to the lesser of: (a) 80% of the price per share at which such securities are sold in such Qualified Financing and (b) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the Companys capital stock. | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from Issuance or Sale of Equity | [1] | $ 2,000 | |||||||||||
Subsequent Event [Member] | Bridge Loan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from Short-term Debt | 350,000 | ||||||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 350,000 | ||||||||||||
Subsequent Event [Member] | Warrants Expiration Period One [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants Expiration Period | Jan. 29, 2019 | ||||||||||||
Subsequent Event [Member] | Warrants Expiration Period Two [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants Expiration Period | Feb. 10, 2019 | ||||||||||||
Subsequent Event [Member] | Warrants Expiration Period Three [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants Expiration Period | Feb. 23, 2019 | ||||||||||||
Subsequent Event [Member] | Exercise Price One [Member] | Warrants Expiration Period One [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 266,667 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||||
Subsequent Event [Member] | Exercise Price One [Member] | Warrants Expiration Period Two [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||||
Subsequent Event [Member] | Exercise Price One [Member] | Warrants Expiration Period Three [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,333 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||||
Subsequent Event [Member] | Exercise Price One [Member] | Amendment 1 [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | ||||||||||||
Subsequent Event [Member] | Exercise Price Two [Member] | Warrants Expiration Period One [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 266,667 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||
Subsequent Event [Member] | Exercise Price Two [Member] | Warrants Expiration Period Two [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||
Subsequent Event [Member] | Exercise Price Two [Member] | Warrants Expiration Period Three [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,333 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||
Subsequent Event [Member] | Exercise Price Two [Member] | Amendment 2 [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 420,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||
[1] | Represents an amount lower than $ 1 thousands. |