Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017 | |
Document And Entity Information | |
Entity Registrant Name | NanoVibronix, Inc. |
Entity Central Index Key | 1,326,706 |
Document Type | S-1/A |
Trading Symbol | NVBXU |
Document Period End Date | Jun. 30, 2017 |
Amendment Flag | true |
Amendment Description | Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price (1)(2) Amount of Registration Fee (3) Common Stock, $0.001 par value per share (10) $ 10,350,000.00 $ 1,199.57 Warrants to purchase Common Stock (10) - (4) Common Stock, $0.001 par value per share, issuable upon exercise of warrants to purchase Common Stock (5) $ 5,692,500.00 $ 659.76 Series D Convertible Preferred Stock, $0.001 par value per share (6) (6) Common Stock, $0.001 par value per share, issuable upon the conversion of the Series D Convertible Preferred Stock – (4)(6) Representative’s Unit Purchase Option: Units underlying the Representative’s Unit Purchase Option (8) – (7) Common Stock, $0.001 par value per share, included in the Units underlying the Unit Purchase Option (8) $ 562,500.00 $ 65.19 Warrants to purchase shares of Common Stock included in the Units underlying the Unit Purchase Option (8) – (7) Common Stock, $0.001 par value per share, issuable upon exercise of warrants included in the Units underlying the Unit Purchase Option (8) $ 247,500 $ 26.68 Total $ 16,852,500.00 $ 1,953.21 (9) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes shares that the underwriter has the option to purchase to cover over-allotments, if any. (3) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. (4) No registration fee required pursuant to Rule 457(i) under the Securities Act. (5) For every share of common stock offered or issuable upon the conversion of the shares of Series D Convertible Preferred Stock offered, there will be issued a warrant to purchase one-half share of common stock. (6) The proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Series D Convertible Preferred Stock offered and sold in the offering, and, as such, the proposed maximum aggregate offering price of the common stock and Series D Convertible Preferred Stock (including the common stock issuable upon exercise of the Series D Convertible Preferred Stock), if any, is $10,350,000. (7) No registration fee required pursuant to Rule 457(g) under the Securities Act. (8) Represents a representative’s unit purchase option to purchase up to 5% of the combination of common stock and/or Preferred Stock and accompanying warrants sold in this offering at an exercise price equal to 125% of the public offering price per security issued in the offering. (9) $1,108.29 of which has been previously paid. (10) Includes shares of common stock and warrants that the underwriter has the option to purchase to cover over-allotments, if any. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine. |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 215 | $ 106 | $ 1,614 | ||
Trade receivables | 3 | 6 | 5 | ||
Prepaid expenses and other accounts receivable | 47 | 42 | 86 | ||
Inventories | 82 | 67 | 71 | ||
Total current assets | 347 | 221 | 1,776 | ||
NON-CURRENT ASSETS: | |||||
Long-term prepaid expense | 110 | 5 | 0 | ||
Severance pay fund | 292 | 257 | 197 | ||
Property and equipment, net | 8 | 11 | 10 | ||
Total non- current assets | 410 | 273 | 207 | ||
Total assets | 757 | 494 | 1,983 | ||
CURRENT LIABILITIES: | |||||
Trade payables | 223 | 82 | 58 | ||
Other accounts payable | 531 | 483 | 239 | ||
Total current liabilities | 754 | 565 | 297 | ||
LONG-TERM LIABILITIES: | |||||
Convertible promissory notes | 713 | ||||
Warrants to purchase Common stock | 1,948 | 2,079 | [1] | 1,696 | [1] |
Accrued severance pay | 393 | 349 | 199 | ||
Total long-term liabilities | 3,054 | 2,428 | 1,895 | ||
COMMITMENTS AND CONTINGENT LIABILITIES | |||||
STOCKHOLDERS' DEFICIENCY: | |||||
Stock capital - Common stock of $ 0.001 par value - Authorized: 24,000,000 shares at June 30, 2017 and December 31, 2016, 20,000,000 shares at December 31, 2015; Issued and outstanding: 2,632,710 and 2,632,710 shares at June 30, 2017 and December 31, 2016; Issued and outstanding: 2,632,710 and 2,611,328 shares at December 31, 2015, respectively. | 2 | 2 | 2 | ||
Additional paid-in capital | 22,087 | 20,073 | 19,521 | ||
Accumulated deficit | (25,142) | (22,576) | (19,734) | ||
Total stockholders' deficiency | (3,051) | (2,499) | (209) | ||
Total liabilities and stockholders' deficiency | 757 | 494 | 1,983 | ||
Series C Preferred Stock [Member] | |||||
STOCKHOLDERS' DEFICIENCY: | |||||
Series C Preferred stock of $ 0.001 par value - Authorized: 5,500,000 shares at June 30, 2017 and December 31, 2016, 5,000,000 shares at December 31, 2015; Issued and outstanding: 1,951,261 shares at June 30, 2017, December 31, 2016 and 2015, respectively | $ 2 | 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 (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized | 24,000,000 | 24,000,000 | 20,000,000 |
Common stock, issued | 2,632,710 | 2,632,710 | 2,611,328 |
Common stock, outstanding | 2,632,710 | 2,632,710 | 2,611,328 |
Series C Preferred Stock [Member] | |||
Preferred stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,500,000 | 5,500,000 | 5,000,000 |
Preferred stock, issued | 1,951,261 | 1,951,261 | 1,951,261 |
Preferred stock, outstanding | 1,951,261 | 1,951,261 | 1,951,261 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||||||
Revenues | $ 52 | $ 62 | $ 104 | $ 119 | $ 229 | $ 147 |
Cost of revenues | 18 | 22 | 34 | 49 | 88 | 49 |
Gross profit | 34 | 40 | 70 | 70 | 141 | 98 |
Operating expenses: | ||||||
Research and development | 164 | 173 | 314 | 287 | 584 | 399 |
Selling and marketing | 106 | 126 | 200 | 271 | 514 | 377 |
General and administrative | 424 | 197 | 1,017 | 442 | 1,359 | 746 |
Total operating expenses | 694 | 496 | 1,531 | 1,000 | 2,457 | 1,522 |
Operating loss | (660) | (456) | (1,461) | (930) | (2,316) | (1,424) |
Financial expense, net | 178 | 144 | 242 | 156 | 398 | 1,432 |
Loss before taxes on income | (838) | (600) | (1,703) | (1,086) | (2,714) | (2,856) |
Taxes on income | 11 | 10 | 22 | 19 | 117 | 28 |
Loss and total comprehensive loss | (849) | (610) | (1,725) | (1,105) | (2,831) | (2,884) |
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017 | 841 | |||||
Total comprehensive loss attributable to holders of Common Stock and Preferred C stock | $ (849) | $ (610) | $ (2,566) | $ (1,105) | $ (2,831) | $ (2,884) |
Common stock and Preferred C stock basic and diluted loss per share (in dollars per share) | $ (0.19) | $ (0.13) | $ (0.56) | $ (0.24) | $ (0.62) | $ (0.82) |
Weighted average number of shares of Common stock and Preferred C stock used in computing basic and diluted loss per share (in shares) | 4,583,971 | 4,574,971 | 4,583,971 | 4,573,773 | 4,578,470 | 3,536,348 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Preferred C stocks [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | $ 2,000 | $ 2,000 | ||
Balance (in shares) | 1,951,261 | 1,951,261 | 394,232 | |
Issuance of Common stock, net of issuance costs | $ 0 | |||
Issuance of Common stock, net of issuance costs (in shares) | 0 | |||
Issuance of Preferred C stock, net of issuance costs (in shares) | 833,333 | |||
Issuance of warrants to Common stock | $ 0 | |||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock | $ 1,000 | |||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock (in shares) | 683,651 | |||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock | $ 2,000 | |||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock (in shares) | 1,508,001 | |||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock | $ (2,000) | |||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock (in shares) | (2,128,868) | |||
Conversion of Convertible Promissory Notes into Preferred C stock | $ 1,000 | |||
Conversion of Convertible Promissory Notes into Preferred C stock (in shares) | 603,769 | |||
Issuance of warrants to consultant | $ 0 | |||
Issuance of warrants to consultant (in shares) | 0 | |||
Issuance of Preferred C stock to a consultant (in shares) | 57,143 | |||
Issuance of Common stock to a consultant | $ 0 | |||
Issuance of Common stock to a consultant (in shares) | 0 | |||
Stock-based compensation related to options granted to consultants and employees | $ 0 | |||
Total comprehensive loss | 0 | |||
Balance | $ 2,000 | $ 2,000 | $ 2,000 | |
Balance (in shares) | 1,951,261 | 1,951,261 | 1,951,261 | |
Common stock [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | $ 2,000 | $ 2,000 | ||
Balance (in shares) | 2,632,710 | 2,611,328 | 163,580 | |
Issuance of Common stocks upon exercise of options | [1] | |||
Issuance of Common stocks upon exercise of options (in shares) | 12,382 | |||
Issuance of Common stock, net of issuance costs (in shares) | 216,667 | |||
Issuance of Preferred C stock, net of issuance costs | $ 0 | |||
Issuance of Preferred C stock, net of issuance costs (in shares) | 0 | |||
Issuance of warrants to Common stock | $ 0 | |||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock | $ 0 | |||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock (in shares) | 0 | |||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock | $ 0 | |||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock (in shares) | 0 | |||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock | $ 2,000 | |||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock (in shares) | 2,131,081 | |||
Conversion of Convertible Promissory Notes into Preferred C stock | $ 0 | |||
Conversion of Convertible Promissory Notes into Preferred C stock (in shares) | 0 | |||
Issuance of warrants to consultant | $ 0 | |||
Issuance of warrants to consultant (in shares) | 0 | |||
Issuance of Preferred C stock to a consultant | $ 0 | |||
Issuance of Preferred C stock to a consultant (in shares) | 0 | |||
Issuance of Common stock to a consultant | [1] | |||
Issuance of Common stock to a consultant (in shares) | 9,000 | 100,000 | ||
Stock-based compensation related to options granted to consultants and employees | $ 0 | |||
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017 | ||||
ASU 2016-09 adoption, Note 2t | ||||
Stock-based compensation related to restricted stocks granted to consultant | ||||
Total comprehensive loss | 0 | |||
Balance | $ 2,000 | $ 2,000 | $ 2,000 | |
Balance (in shares) | 2,632,710 | 2,632,710 | 2,611,328 | |
Additional paid-in capital [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | $ 20,073,000 | $ 19,521,000 | $ 11,234,000 | |
Issuance of Common stocks upon exercise of options | 33,000 | |||
Issuance of Common stock, net of issuance costs | 511,000 | |||
Issuance of Preferred C stock, net of issuance costs | 1,964,000 | |||
Issuance of warrants to Common stock | 637,000 | 446,000 | ||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock | 1,358,000 | |||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock | 2,099,000 | |||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock | 0 | |||
Conversion of Convertible Promissory Notes into Preferred C stock | 1,605,000 | |||
Issuance of warrants to consultant | 84,000 | |||
Issuance of Common stock to a consultant | ||||
Stock-based compensation related to options granted to consultants and employees | 536,000 | 459,000 | 220,000 | |
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017 | 841,000 | |||
ASU 2016-09 adoption, Note 2t | 11,000 | |||
Stock-based compensation related to restricted stocks granted to consultant | 49,000 | |||
Total comprehensive loss | 0 | |||
Balance | 22,087,000 | 20,073,000 | 19,521,000 | |
Accumulated deficit [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | (22,576,000) | (19,734,000) | (16,850,000) | |
Issuance of Common stocks upon exercise of options | ||||
Issuance of Common stock, net of issuance costs | 0 | |||
Issuance of Preferred C stock, net of issuance costs | 0 | |||
Issuance of warrants to Common stock | 0 | |||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock | 0 | |||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock | 0 | |||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock | 0 | |||
Conversion of Convertible Promissory Notes into Preferred C stock | 0 | |||
Issuance of warrants to consultant | 0 | |||
Issuance of Preferred C stock to a consultant | 0 | |||
Issuance of Common stock to a consultant | 0 | |||
Stock-based compensation related to options granted to consultants and employees | 0 | |||
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017 | (841,000) | |||
ASU 2016-09 adoption, Note 2t | (11,000) | |||
Stock-based compensation related to restricted stocks granted to consultant | ||||
Total comprehensive loss | (1,725,000) | (2,831,000) | (2,884,000) | |
Balance | (25,142,000) | (22,576,000) | (19,734,000) | |
Balance | (2,499,000) | (209,000) | (5,616,000) | |
Issuance of Common stocks upon exercise of options | 33,000 | |||
Issuance of Common stock, net of issuance costs | 511,000 | |||
Issuance of Preferred C stock, net of issuance costs | 1,964,000 | |||
Issuance of warrants to Common stock | 637,000 | 446,000 | ||
Conversion of Promissory Notes into Preferred B-1 stock and Preferred C stock | 1,359,000 | |||
Conversion of Promissory Notes into Preferred B-2 stock and Preferred C stock | 2,101,000 | |||
Conversion of Preferred A-1, A-2, B-1 and B-2 stock into Common stock | 0 | |||
Conversion of Convertible Promissory Notes into Preferred C stock | 1,606,000 | |||
Issuance of warrants to consultant | 84,000 | |||
Issuance of Common stock to a consultant | 0 | |||
Stock-based compensation related to options granted to consultants and employees | 536,000 | 459,000 | 220,000 | |
Deemed dividend related to extension of February 2015 warrants to Common stock in January 2017 | ||||
ASU 2016-09 adoption, Note 2t | ||||
Stock-based compensation related to restricted stocks granted to consultant | 49,000 | |||
Total comprehensive loss | (1,725,000) | (2,831,000) | (2,884,000) | |
Balance | $ (3,051,000) | $ (2,499,000) | $ (209,000) | |
[1] | Represents an amount lower than $ 1. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Cash flows from operating activities: | ||||||
Loss | $ (1,725) | $ (1,105) | $ (2,831) | $ (2,884) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 5 | 4 | 7 | 9 | ||
Stock-based compensation | 536 | 121 | 508 | 220 | ||
Benefit component of Promissory Notes | 320 | 0 | 384 | |||
Revaluation of warrants to purchase Common stock | (131) | 147 | 383 | [1] | 962 | [1] |
Decrease (increase) in trade receivables | 3 | (2) | (1) | 16 | ||
Decrease (increase) in prepaid expenses and other accounts receivable | (110) | (37) | 44 | (67) | ||
Decrease (increase) in inventories | (15) | 12 | 4 | (36) | ||
Increase (decrease) in trade payables | 141 | (30) | 24 | (43) | ||
Increase in other accounts payable | 48 | 50 | 244 | (105) | ||
Increase in accrued severance pay, net | 9 | 90 | (1) | |||
Increase in long term prepaid expense | (5) | 0 | ||||
Accrued interest on Promissory Notes | 0 | 65 | ||||
Net cash used in operating activities | (919) | (840) | (1,533) | (1,480) | ||
Cash flows from investment activities: | ||||||
Purchase of property and equipment | (2) | (8) | (8) | (1) | ||
Net cash used in investment activities | (2) | (8) | (8) | (1) | ||
Cash flows from financing activities: | ||||||
Proceeds from issuance of Convertible Promissory Notes and warrants | 1,030 | 0 | 3,005 | |||
Proceeds from exercise of options | 33 | 33 | 0 | |||
Net cash provided by financing activities | 1,030 | 33 | 33 | 3,005 | ||
Increase (decrease) in cash and cash equivalents | 109 | (815) | (1,508) | 1,524 | ||
Cash and cash equivalents at the beginning of the period | 106 | 1,614 | 1,614 | 90 | ||
Cash and cash equivalents at the end of the period | 215 | 799 | 106 | 1,614 | ||
Supplemental information and disclosure of non-cash financing transactions: | ||||||
Stock-based compensation- ASU 2016-09 adoption | ||||||
Carve out of warrants' fair value from Convertible Promissory Notes | $ 637 | |||||
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | 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 $1,725 during the six month period ended June 30, 2017, has an accumulated deficit of $25,142 as of June 30, 2017 and accumulated negative cash flow from operating activities in the amount of $919. The Company expects to continue incurring losses and negative flows from operations. As a result, the Company will not have sufficient resources to fund its operations for the next twelve months. These conditions raise substantial doubts about the Company’s ability to continue as a going concern. During the next twelve months management expects that the Company will need to raise additional capital to finance its losses and negative cash flows from operations and may continue to be dependent on additional capital raising as long as its products do not reach commercial profitability. Management’s plans include the continued commercialization of the Company’s products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it will need to reduce activities, curtail or cease operations. The financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should the Company be unable to continue as a going concern. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2016, as found in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on July 26, 2017. The balance sheet for December 31, 2016 was derived from the Company’s audited financial statements for the year ended December 31, 2016. The results of operations for the six and three months ended June 30, 2017 are not necessarily indicative of results that could be expected for the entire fiscal year. 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. | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2016 are applied consistently in these financial statements. | 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 |
UNAUDITED INTERIM FINANCIAL STA
UNAUDITED INTERIM FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
UNAUDITED INTERIM FINANCIAL STATEMENTS | NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements as of June 30, 2017 have been prepared in accordance with the U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial position as of June 30, 2017, the Company’s consolidated results of operation for the six and three months ended June 30, 2017 and the Company’s consolidated cash flows for the six months ended June 30, 2017. |
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 | 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] | |
INVENTORIES | 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 AND EQUIPMENT, NET | 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] | |
OTHER ACCOUNTS PAYABLE | 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 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 4:- FAIR VALUE MEASUREMENTS ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value. Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. During February 2013, the Company signed a convertible Promissory Notes agreement (the “Agreement”) pursuant to which the Company issued secured convertible Promissory Notes (the “Notes”) to certain investors on February 5, 2013. On each of March 28, 2013, June 3, 2013, August 5, 2013, October 7, 2013, December 9, 2013, February 6, 2014, April 1, 2014, May 15, 2014, June 16, 2014, August 7, 2014, September 7, 2014, October 13, 2014, November 19, 2014 and December 11, 2014, the Agreement and the Notes were amended and restated to increase the principal amount by $100. In addition, with each amendment, the Company issued to the holders of the Note warrants to purchase up to 37,594 shares of common stock in consideration for an additional $100 per amendment. 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 within a period of five years, based on the issuance date. In April 2015, the holders of the Notes elected to convert the outstanding principal and interest thereunder into shares of the Company’s series C preferred stock. On that date, an aggregate principal balance of $1,500 and $106 in accrued interest were converted into 603,769 shares of series C preferred stock. The shares of series C preferred stock were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Section 3(a)(9) of the Securities Act of 1933, as amended. 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 value being recognized in the Company’s consolidated statement of comprehensive loss as financial income or expense. In estimating the warrants’ fair value, the Company used the following assumptions: June 30, 2017 2016 Dividend yield (1) 0% 0% Expected volatility (2) 50.16%-58.28% 63.2%-67.1% Risk-free interest (3) 1.17%-1.47% 0.77%-0.88% Expected term (years) (4) 0.6-2.4 1.7-3.6 (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 a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. Fair value measurement using significant unobservable inputs (Level 3): Fair value of warrants to Common stock Balance at January 1, 2017 $ 2,079 Change in fair value of warrants (131 ) Balance at June 30, 2017 $ 1,948 Effective as of January 27, 2017, the Company entered into amendments to its two-year warrants (the “Warrant Amendment”) to purchase an aggregate of 420,000 shares of common stock at an exercise price of $3.00 per share and warrants to purchase an aggregate of 420,000 shares of common stock at an exercise price of $6.00 per share, issued in January and February 2015, to extend the expiration date of the warrants for two additional years. Pursuant to the Warrant Amendment, warrants to purchase 266,667 shares of common stock at $3.00 per share and warrants to purchase 266,667 shares of common stock at $6.00 per share were to expire on January 29, 2019, and the warrants to purchase 140,000 shares of common stock at $3.00 per share and warrants to purchase 140,000 shares of common stock at $6.00 per share were to expire on February 10, 2019, and the warrants to purchase 13,333 shares of common stock at $3.00 per share and warrants to purchase 13,333 shares of common stock at $6.00 per share were to expire on February 23, 2019. The exercise price and all other terms of the original warrants remain the same. Since substantially all of the warrants to purchase 840,000 shares of common stock subject to the Warrant Amendment are held by the Company’s stockholders, the Warrant Amendment was accounted for as “deemed dividend,” which was measured at the amount equal to the incremental value reflecting the change in the fair value of the warrants before and after the Warrant Amendment. Accordingly, a deemed dividend in the amount of $841 was recorded to the Statement of Changes in Stockholders’ Deficiency as an increase in additional paid-in capital with a corresponding increase in the accumulated deficit. In March 2017, the Company completed a bridge financing, pursuant to which the Company received from four investors $350 of loans and issued to the investors convertible promissory notes (the “2017 Notes”) in an aggregate principal amount of $350 and seven-year warrants (the “Warrants”) to purchase an aggregate of 140,000 shares of common stock at an exercise price of $5.90 per share (the “Exercise Price”) (see Note 5). The Company measured the Warrants at fair value on their issuance date by applying the Black-Scholes options pricing model, according to the following assumptions: June 30, 2017 Dividend yield (1) 0% Expected volatility (2) 65.16%-65.80% Risk-free interest (3) 2.23%-2.27% Expected term (years) (4) 7 (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 a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. In May and June 2017, the Company completed additional bridge financings, pursuant to which the Company received from five investors $680 of loans and issued to the investors 2017 Notes in an aggregate principal amount of $680 and Warrants to purchase an aggregate of 272,000 shares of common stock at the Exercise Price (see Note 5). The Company measured the Warrants at fair value on their issuance date by applying the Black-Scholes options pricing model, according to the following assumptions: June 30, 2017 Dividend yield (1) 0% Expected volatility (2) 65.54%-65.85% Risk-free interest (3) 2%-2.14% Expected term (years) (4) 7 (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 a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. In addition, the Company’s financial instruments also include cash and cash equivalents, trade receivables, prepaid expenses and other accounts receivable, trade payables and other accounts payable. The fair value of these financial instruments was not materially different from their carrying values as of June 30, 2017 due to the short-term maturities of such instruments. | 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 |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 6 Months Ended |
Jun. 30, 2017 | |
Recently Issued Accounting Standards | |
RECENTLY ISSUED ACCOUNTING STANDARDS | NOTE 5:- RECENTLY ISSUED ACCOUNTING STANDARDS 1. In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) 2. In May 2017 the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting 3. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception . . |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE PROMISSORY NOTES | NOTE 6:- CONVERTIBLE PROMISSORY NOTES Since March 1, 2017, we have completed a series of bridge financings pursuant to which we have received from accredited investorsaggregate proceeds of $1,030 in exchange for 2017 Notes in the aggregate principal amount of $1,030, and seven-year Warrants to purchase an aggregate of 412,000 shares of common stock at an exercise price of $5.90 per share. The principal amount and all accrued but unpaid interest on the 2017 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 (a “Qualified Financing”). The 2017 Notes bear interest at a rate of 6% per annum, payable on the Maturity Date. To the extent not previously converted, on the Maturity Date, each investor will receive, at the option of the investor, either (a) cash equal to the original principal amount of the 2017 Notes and interest then accrued and unpaid thereon, or (b) shares of common stock or Series C Convertible Preferred Stock of the Company, at a price per share equal to the lesser of: (x) 80% of the amount equal to the quotient obtained by dividing (i) the estimated value of the Company as of the Maturity Date, as determined in good faith by the Company’s board of directors, by (ii) the aggregate number of outstanding shares of the Company’s common stock, as of the Maturity Date on a fully diluted basis, and (y) $5.90 per share, as such amount may be adjusted for any stock split, stock dividend, reclassification or similar events affecting the capital stock of the Company. Upon consummation of a Qualified Financing, the investors may elect to have the outstanding principal and accrued but unpaid interest thereon converted into shares of the same class and series of equity securities sold in such Qualified Financing, provided that the investor may elect to receive shares of Series C Convertible Preferred Stock instead of shares of common stock, to the extent that common stock are issued in such Qualified Financing, 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. If there is a change of control and the 2017 Notes have not been previously converted otherwise, the investors may, at their option, (a) receive an amount in cash equal to the sum of the original principal amount of the 2017 Notes and interest then accrued and unpaid thereon, or (b) convert the 2017 Notes and all accrued and unpaid interest thereon into shares of common stock or Series C Convertible Preferred Stock of the Company immediately prior to the closing of such change of control transaction at a price per share equal to the lesser of: (x) 80% of the amount equal to the quotient obtained by dividing (i) the estimated value of the Company implied by the exchange ratio set forth in the agreement governing such change of control transaction, as determined in good faith by the Company’s board of directors, by (ii) the aggregate number of outstanding shares of the Company’s common stock, immediately prior to such change of control on a fully diluted basis, and (y) $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. As a result of issuing the warrants and as a result of the discount on the conversion price of the 2017 Notes, the Company recorded in the six months and three months ended June 30, 2017 a benefit component in the amount of $637 and $415, respectively, to be amortized over the life of the 2017 Notes. | 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. |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS' DEFICIENCY | NOTE 7:- STOCKHOLDERS’ DEFICIENCY Stock based compensation During the six and three-month period ended June 30, 2017 the Company recorded share based compensation in a total amount of $536 and $185, respectively. During the six and three-month period ended June 30, 2016 the Company recorded share based compensation in a total amount of $121 and $56, respectively. In connection with the resignation of a director from our board of directors, on March 30, 2017, we amended the option agreement, dated March 25, 2015, we entered into an agreement with the resigned director for the grant of an option to purchase 30,000 shares of common stock at an exercise price of $2.57 per share, all of which have vested, and the option agreement, dated July 18, 2016, for the grant of an option to purchase 40,000 shares of common stock at an exercise price of $5.35 per share, all of which were vesting on July 18, 2017, to (i) accelerate the vesting of the option granted to the director in 2016 so that it will be fully vested as of March 30, 2017, and (ii) permit the director to exercise the options granted in 2015 and 2016 at any time prior to the expiration of the option period as set forth in the applicable option agreement. This modification resulted in additional share based compensation expense of $98 and $0 in the six and three months ended June 30, 2017. As of June 30, 2017, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $992, which is expected to be recognized over a weighted average period of approximately 2.8 years. | 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 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 8:- 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 expired on July 31, 2017. Future minimum lease commitments under non-cancelable operating lease agreements as of June 30, 2017 are as follows: Six months ending December 31, Operating leases 2017 $ 2 Total $ 2 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 $13 and $15 for the six months and $7 and $7 for the three months ended June 30, 2017 and 2016, respectively. Motor vehicle leases and related expenses were $9 and $5 for the six months and $4 and $3 for the three months ended June 30, 2017 and 2016, respectively. 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% of sales of products developed with funds provided by the OCS, up to an amount equal to 100% of the OCS research and development grants received, linked to the dollar including accrued interest at the LIBOR rate. The Company is obligated to repay the Israeli Government for the grants received only to the extent that there are sales of the funded products. As of June 30, 2017, there are no sales from the funded project and the Company has a contingent obligation to pay royalties in the principal amount of approximately $ 492. In addition, the OCS may impose certain conditions on any arrangement under which it permits the Company to transfer technology or development out of Israel. | 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 |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | 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] | |
FINANCIAL EXPENSE, NET | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA | NOTE 10:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: The Company manages its business on the basis of one reportable segment, and derives revenues from selling its products directly to patients as well as through distributor agreements. The following is a summary of revenues within geographic areas: Six months ended June 30, Three months ended June 30, 2017 2016 2017 2016 United States $ 40 $ 36 $ 19 $ 17 Europe 29 38 13 17 Israel 1 7 1 6 India 8 9 5 3 Rest of the world 26 29 14 19 $ 104 $ 119 $ 52 $ 62 During the six and three month period ended June 30, 2017, revenues from distributors accounted for 36% and 37% of total revenues. During the six and three month period ended June 30, 2016, revenues from distributors accounted for 33% and 27% of total revenues. The Company’s long-lived assets are all located in Israel. | 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. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
LOSS PER SHARE | NOTE 9:- LOSS PER SHARE All outstanding share options and warrants for the six and the three months ended June 30, 2017 and 2016 have been excluded from the calculation of the diluted loss per share because all such securities are anti-dilutive for all periods presented. | 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 PARTIES BALANCES AND TRANSACTIONS | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11:- 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. For its interim consolidated financial statements as of June 30, 2017 (unaudited) and for the three months period then ended (unaudited), the Company evaluated subsequent events through August 14, 2017 the date that the consolidated financial statements were issued. | 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 POLICI25
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of estimates | 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 | 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 | 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 | 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 | 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 | 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: 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 | 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 | 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 |
Warrants | 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 | 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 | l. Research and development costs: Research and development costs are charged to the statement of comprehensive loss, as incurred. |
Income taxes | 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 | 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 | 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 | 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). |
Basic and diluted net loss per share | 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. |
Concentrations of credit risk | 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 liabilities | 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. |
Impact of recently issued accounting standards | 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 POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of estimated useful lives of assets | 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 fair value for options granted, valuation assumptions | 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 AC27
PREPAID EXPENSES AND OTHER ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses And Accounts Receivable [Abstract] | |
Schedule of prepaid expenses and other accounts receivable | 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 inventories | 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] | |
Schedule of property, plant and equipment | 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 other accounts payable | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Schedule of warrants at fair value | 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. | |
Schedule of fair value measurement using significant unobservable inputs | Fair value measurement using significant unobservable inputs (Level 3): Fair value of warrants to Common stock Balance at January 1, 2017 $ 2,079 Change in fair value of warrants (131 ) Balance at June 30, 2017 $ 1,948 | 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 |
Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Schedule of warrants at fair value | 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 value being recognized in the Company’s consolidated statement of comprehensive loss as financial income or expense. In estimating the warrants’ fair value, the Company used the following assumptions: June 30, 2017 2016 Dividend yield (1) 0% 0% Expected volatility (2) 50.16%-58.28% 63.2%-67.1% Risk-free interest (3) 1.17%-1.47% 0.77%-0.88% Expected term (years) (4) 0.6-2.4 1.7-3.6 (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 a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. | |
Amended Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Schedule of warrants at fair value | The Company measured the Warrants at fair value on their issuance date by applying the Black-Scholes options pricing model, according to the following assumptions: June 30, 2017 Dividend yield (1) 0% Expected volatility (2) 65.16%-65.80% Risk-free interest (3) 2.23%-2.27% Expected term (years) (4) 7 (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 a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. The Company measured the Warrants at fair value on their issuance date by applying the Black-Scholes options pricing model, according to the following assumptions: June 30, 2017 Dividend yield (1) 0% Expected volatility (2) 65.54%-65.85% Risk-free interest (3) 2%-2.14% Expected term (years) (4) 7 (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 a term that is equivalent to the expected term of the warrants. (3) Risk-free interest – was based on yield rate of non-index linked U.S. Federal Reserve treasury stock. (4) Expected term - was based on the maturity date of the warrants. |
STOCKHOLDERS' DEFICIENCY (Table
STOCKHOLDERS' DEFICIENCY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of share-based compensation, stock options, activity | 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 |
Schedule of share-based compensation arrangements by share-based payment award | 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 | 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 |
COMMITMENTS AND CONTINGENT LI33
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of future minimum lease commitments under non-cancelable operating lease agreements | Future minimum lease commitments under non-cancelable operating lease agreements as of June 30, 2017 are as follows: Six months ending December 31, Operating leases 2017 $ 2 Total $ 2 | 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 |
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 | 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 | 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 | 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) | 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 MA36
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Schedule of revenues within geographic areas | The following is a summary of revenues within geographic areas: Six months ended June 30, Three months ended June 30, 2017 2016 2017 2016 United States $ 40 $ 36 $ 19 $ 17 Europe 29 38 13 17 Israel 1 7 1 6 India 8 9 5 3 Rest of the world 26 29 14 19 $ 104 $ 119 $ 52 $ 62 | 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 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | 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 38
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | 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 Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 02, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Losses | $ 849 | $ 610 | $ 1,725 | $ 1,105 | $ 2,831 | $ 2,884 | |
Cash flow from operating activities | (919) | $ (840) | (1,533) | (1,480) | |||
Accumulated deficit | $ (25,142) | $ (25,142) | $ (22,576) | $ (19,734) | $ 11 |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Office Equipment [Member] | Maximum [Member] | |
Percentage of accumulated deprecation at cost | 15.00% |
Office Equipment [Member] | Minimum [Member] | |
Percentage of accumulated deprecation at cost | 7.00% |
Computer Equipment [Member] | |
Percentage of accumulated deprecation at cost | 33.00% |
SIGNIFICANT ACCOUNTING POLICI41
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 | |
Minimum [Member] | ||
Expected term (in years) | 5 years 6 months | |
Maximum [Member] | ||
Expected term (in years) | 6 years 3 months |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Jan. 02, 2016 | |
Accounting Policies [Abstract] | ||||
Inventory write-down | $ 0 | $ 8 | ||
Severance costs | 150 | 32 | ||
Accumulated deficit | $ (22,576) | $ (19,734) | $ (25,142) | $ 11 |
PREPAID EXPENSES AND OTHER AC43
PREPAID EXPENSES AND OTHER ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses And Accounts Receivable [Abstract] | |||
Prepaid expenses | $ 34 | $ 50 | |
Other accounts receivable | 8 | 36 | |
Prepaid expenses and other accounts receivable | $ 47 | $ 42 | $ 86 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 44 | $ 53 | |
Work in process | 5 | 4 | |
Finished goods | 18 | 14 | |
Inventory, Net | $ 82 | $ 67 | $ 71 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cost: | |||
Property, plant and equipment, total cost | $ 51 | $ 110 | |
Accumulated depreciation: | |||
Property, plant and equipment, total accumulated depreciation | 40 | 100 | |
Depreciated cost | $ 8 | 11 | 10 |
Computer Equipment [Member] | |||
Cost: | |||
Property, plant and equipment, total cost | 48 | 100 | |
Accumulated depreciation: | |||
Property, plant and equipment, total accumulated depreciation | 38 | 91 | |
Office Equipment [Member] | |||
Cost: | |||
Property, plant and equipment, total cost | 3 | 10 | |
Accumulated depreciation: | |||
Property, plant and equipment, total accumulated depreciation | $ 2 | $ 9 |
PROPERTY AND EQUIPMENT, NET (46
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 5 | $ 4 | $ 7 | $ 9 |
Total cost and accumulated depreciation | $ 67 |
OTHER ACCOUNTS PAYABLE (Details
OTHER ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Employees and payroll accruals | $ 170 | $ 95 |
Accrued expenses | 99 | 47 |
Income tax accrual | 214 | 97 |
Other accounts payable | $ 483 | $ 239 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Dividend yield | [1] | 0.00% | 0.00% | ||
Amended Warrant [Member] | Five investors [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Dividend yield | [1] | 0.00% | |||
Expected term (years) | [2] | 7 years | |||
Amended Warrant [Member] | Four investors [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Dividend yield | [1] | 0.00% | |||
Expected term (years) | [2] | 7 years | |||
Warrant [Member] | |||||
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 | [3] | 65.59% | 66.90% | ||
Risk-free interest | [4] | 1.47% | 1.42% | ||
Expected term (years) | [2] | 2 years 11 months 8 days | 4 years | ||
Maximum [Member] | Amended Warrant [Member] | Five investors [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | [3] | 65.85% | |||
Risk-free interest | [4] | 2.14% | |||
Maximum [Member] | Amended Warrant [Member] | Four investors [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | [3] | 65.80% | |||
Risk-free interest | [4] | 2.27% | |||
Maximum [Member] | Warrant [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | [3] | 58.28% | 67.10% | ||
Risk-free interest | [4] | 1.47% | 0.88% | ||
Expected term (years) | [2] | 2 years 4 months 24 days | 3 years 7 months 6 days | ||
Minimum [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | [3] | 54.07% | 64.20% | ||
Risk-free interest | [4] | 0.89% | 1.19% | ||
Expected term (years) | [2] | 1 year 1 month 6 days | 2 years 2 months 12 days | ||
Minimum [Member] | Amended Warrant [Member] | Five investors [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | [3] | 65.54% | |||
Risk-free interest | [4] | 2.00% | |||
Minimum [Member] | Amended Warrant [Member] | Four investors [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | [3] | 65.16% | |||
Risk-free interest | [4] | 2.23% | |||
Minimum [Member] | Warrant [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | [3] | 50.16% | 63.20% | ||
Risk-free interest | [4] | 1.17% | 0.77% | ||
Expected term (years) | [2] | 7 months 6 days | 1 year 8 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 term - the expected term was based on the maturity date of the warrants. | ||||
[3] | 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. | ||||
[4] | Risk-free interest - based on yield rate of non-index linked U.S. Federal Reserve treasury stock. |
FAIR VALUE MEASUREMENTS (Deta49
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Change in fair value of warrants | $ 131 | $ (147) | $ (383) | [1] | $ (962) | [1] |
Warrant [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance at beginning | 2,079 | $ 1,696 | 1,696 | 734 | ||
Change in fair value of warrants | (131) | 383 | 962 | |||
Balance at ending | $ 1,948 | $ 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 (Deta50
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2017 | Mar. 31, 2017 | Mar. 23, 2017 | Feb. 28, 2017 | Jan. 27, 2017 | Apr. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Jan. 31, 2017 | Feb. 28, 2015 | May 31, 2014 | Feb. 28, 2014 | Feb. 28, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 140,000 | 331,293 | 140,000 | 140,000 | 140,000 | 563,910 | 563,910 | 840,000 | 840,000 | 37,594 | |||||||||
Warrants exercise price (in dollars per share) | $ 5.90 | $ 1.393 | $ 5.90 | $ 5.90 | $ 5.90 | $ 2.66 | $ 2.66 | $ 1.393 | $ 2.66 | ||||||||||
Proceeds from issuance of warrants | $ 100 | $ 100 | |||||||||||||||||
Stock dividends | $ 841 | ||||||||||||||||||
Five investors [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 272,000 | 272,000 | 272,000 | ||||||||||||||||
Warrants exercise price (in dollars per share) | $ 5.90 | $ 5.90 | $ 5.90 | ||||||||||||||||
Four investors [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 140,000 | ||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 5.90 | ||||||||||||||||||
Exercise Price One [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 420,000 | ||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 3 | ||||||||||||||||||
Exercise Price Two [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 420,000 | ||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 6 | ||||||||||||||||||
Warrant Amendment [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 840,000 | 840,000 | 840,000 | ||||||||||||||||
Amendment 1 [Member] | Exercise Price One [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 420,000 | 420,000 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 3 | $ 3 | |||||||||||||||||
Amendment 2 [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 37,594 | ||||||||||||||||||
Amendment 2 [Member] | Exercise Price Two [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 420,000 | 420,000 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 6 | $ 6 | |||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of conversion shares issued | 603,769 | 683,651 | |||||||||||||||||
Debt principal payment | $ 1,500 | ||||||||||||||||||
Debt accrued interest | $ 106 | ||||||||||||||||||
Warrants Expiration Period Two [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Warrants expiration period | Feb. 10, 2019 | Feb. 10, 2019 | |||||||||||||||||
Warrants Expiration Period Two [Member] | Exercise Price One [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 140,000 | 140,000 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 3 | $ 3 | |||||||||||||||||
Warrants Expiration Period Two [Member] | Exercise Price Two [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 140,000 | 140,000 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 6 | $ 6 | |||||||||||||||||
Warrants Expiration Period One [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Warrants expiration period | Jan. 29, 2019 | Jan. 29, 2019 | |||||||||||||||||
Warrants Expiration Period One [Member] | Exercise Price One [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 266,667 | 266,667 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 3 | $ 3 | |||||||||||||||||
Warrants Expiration Period One [Member] | Exercise Price Two [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 266,667 | 266,667 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 6 | $ 6 | |||||||||||||||||
Warrants Expiration Period Three [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Warrants expiration period | Feb. 23, 2019 | Feb. 23, 2019 | |||||||||||||||||
Warrants Expiration Period Three [Member] | Exercise Price One [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 13,333 | 13,333 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 3 | $ 3 | |||||||||||||||||
Warrants Expiration Period Three [Member] | Exercise Price Two [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 13,333 | 13,333 | |||||||||||||||||
Warrants exercise price (in dollars per share) | $ 6 | $ 6 | |||||||||||||||||
Bridge Loan [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Proceeds from short-term debt | $ 1,030 | $ 350 | $ 350 | $ 350 | |||||||||||||||
Bridge Loan [Member] | Five investors [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Number of warrants issued | 272,000 | 272,000 | 272,000 | ||||||||||||||||
Proceeds from short-term debt | $ 680 | $ 350 | |||||||||||||||||
Convertible Promissory Note Agreement [Member] | Four investors [Member] | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Proceeds from short-term debt | $ 350 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | Mar. 01, 2017 | May 14, 2014 | Mar. 31, 2017 | Mar. 23, 2017 | Apr. 30, 2015 | Apr. 28, 2015 | Feb. 28, 2015 | Nov. 30, 2011 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2011 | Dec. 31, 2009 | Feb. 28, 2017 | Jan. 31, 2017 | Jan. 27, 2017 | Dec. 31, 2014 | May 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Feb. 28, 2013 | |||
Number of warrants issued | 140,000 | 331,293 | 840,000 | 140,000 | 140,000 | 840,000 | 563,910 | 37,594 | ||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 5.90 | $ 1.393 | $ 5.90 | $ 5.90 | $ 2.66 | $ 1.393 | $ 2.66 | |||||||||||||||||||
Warrants exercise price | $ 1,948,000 | $ 1,948,000 | $ 2,079,000 | [1] | $ 1,696,000 | [1] | ||||||||||||||||||||
Debt face amount | $ 1,030,000 | |||||||||||||||||||||||||
Ownership percentage | 9.99% | 9.99% | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 3,150,000 | $ 33,000 | 33,000 | 0 | ||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 1,030,000 | 3,005,000 | 1,030,000 | $ 0 | $ 3,005,000 | |||||||||||||||||||||
Payments of stock issuance costs | $ 145,000 | |||||||||||||||||||||||||
Number of securities called by warrant | 331,293 | |||||||||||||||||||||||||
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). | ||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||
Terms of conversion | 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. | 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. | ||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 2,000,000 | $ 2,000,000 | [2] | |||||||||||||||||||||||
Bridge Loan [Member] | ||||||||||||||||||||||||||
Proceeds from short-term debt | $ 1,030,000 | 350,000 | $ 350,000 | 350,000 | ||||||||||||||||||||||
Amendment 2 [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 37,594 | |||||||||||||||||||||||||
Debt face amount | $ 900,000 | |||||||||||||||||||||||||
Amendment 1 [Member] | ||||||||||||||||||||||||||
Debt face amount | $ 600,000 | |||||||||||||||||||||||||
Exercise Price One [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 420,000 | |||||||||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 3 | |||||||||||||||||||||||||
Exercise Price One [Member] | Amendment 1 [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 420,000 | 420,000 | ||||||||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 3 | $ 3 | ||||||||||||||||||||||||
Exercise Price Two [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 420,000 | |||||||||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 6 | |||||||||||||||||||||||||
Exercise Price Two [Member] | Amendment 2 [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 420,000 | 420,000 | ||||||||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 6 | $ 6 | ||||||||||||||||||||||||
Common stock [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 37,594 | |||||||||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 2.66 | |||||||||||||||||||||||||
Number of conversion shares issued | 0 | |||||||||||||||||||||||||
Shares Issued | 216,667 | 216,667 | ||||||||||||||||||||||||
Common stock [Member] | Amendment 1 [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 37,594 | |||||||||||||||||||||||||
Convertible B-1 Promissory Notes [Member] | ||||||||||||||||||||||||||
Proceeds from notes payable | $ 1,000,000 | |||||||||||||||||||||||||
Debt rate of interest | 10.00% | |||||||||||||||||||||||||
Debt conversion price (in dollars per share) | $ 0.284 | |||||||||||||||||||||||||
Convertible B-2 Promissory Notes [Member] | ||||||||||||||||||||||||||
Proceeds from notes payable | $ 1,557,000 | |||||||||||||||||||||||||
Debt conversion price (in dollars per share) | $ 0.199 | |||||||||||||||||||||||||
Debt discount rate | 30.00% | |||||||||||||||||||||||||
Debt Instrument Benefit Component | $ 1,142,000 | |||||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 412,000 | |||||||||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 5.90 | |||||||||||||||||||||||||
Debt Instrument Benefit Component | $ 637,000 | $ 415,000 | ||||||||||||||||||||||||
Debt face amount | $ 350,000 | |||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Number of conversion shares issued | 603,769 | 683,651 | ||||||||||||||||||||||||
Shares Issued | 833,333 | 0 | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | B One Promissory Notes [Member] | ||||||||||||||||||||||||||
Number of conversion shares issued | 123,057 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | B Two Promissory Notes [Member] | ||||||||||||||||||||||||||
Number of conversion shares issued | 333,959 | |||||||||||||||||||||||||
Series B2 Preferred Stock [Member] | ||||||||||||||||||||||||||
Number of warrants issued | 2,319,062 | |||||||||||||||||||||||||
Warrants exercise price (in dollars per share) | $ 0.199 | |||||||||||||||||||||||||
Discount rate on fair value of preferred stock | 30.00% | |||||||||||||||||||||||||
Warrants exercise price | $ 571,000 | |||||||||||||||||||||||||
Warrants expiration period | Nov. 15, 2018 | |||||||||||||||||||||||||
Series B2 Preferred Stock [Member] | B Two Promissory Notes [Member] | ||||||||||||||||||||||||||
Number of conversion shares issued | 1,174,042 | |||||||||||||||||||||||||
Series B1 Preferred Stock [Member] | B One Promissory Notes [Member] | ||||||||||||||||||||||||||
Number of conversion shares issued | 560,594 | |||||||||||||||||||||||||
Convertible Common Stock [Member] | ||||||||||||||||||||||||||
Number of conversion 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). | |||||||||||||||||||||||||
[2] | Represents an amount lower than $ 1 thousands. |
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 |
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 |
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 |
STOCKHOLDERS' DEFICIENCY (Det54
STOCKHOLDERS' DEFICIENCY (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation | $ 459 | $ 220 |
General and Administrative Expense [Member] | ||
Stock-based compensation | 417 | 189 |
Selling and Marketing Expense [Member] | ||
Stock-based compensation | 12 | 9 |
Research and Development Expense [Member] | ||
Stock-based compensation | $ 30 | $ 22 |
STOCKHOLDERS' DEFICIENCY (Det55
STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($) | Mar. 01, 2017 | 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 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2017 | May 31, 2014 | Feb. 28, 2013 | |
Class of Stock [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 840,000 | 331,293 | 840,000 | 140,000 | 563,910 | 140,000 | 37,594 | ||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 1.393 | $ 5.90 | $ 2.66 | $ 5.90 | $ 1.393 | $ 2.66 | |||||||||||||
Proceeds from issuance or sale of equity | $ 1,030,000 | $ 3,005,000 | $ 1,030,000 | $ 0 | $ 3,005,000 | ||||||||||||||
Payments of stock issuance costs | 145,000 | ||||||||||||||||||
Aggregate cost | $ 3,150,000 | ||||||||||||||||||
Convertible preferred stock issued upon conversion | 333,959 | ||||||||||||||||||
Description of 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 (in shares) | 2,319,062 | 563,910 | |||||||||||||||||
Common stock, capital shares reserved for future issuance | 714,286 | 400,000 | |||||||||||||||||
Expiration period | 10 years | 10 years | 10 years | ||||||||||||||||
Number of shares available for grant | 115,404 | ||||||||||||||||||
Warrants expiration term | Feb. 28, 2019 | Feb. 28, 2017 | |||||||||||||||||
Value of common stock issued for services | $ 0 | ||||||||||||||||||
Number of shares granted, net of forfeitures | 275,038 | ||||||||||||||||||
Exercise Price Two [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 420,000 | ||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 6 | ||||||||||||||||||
Exercise Price One [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 420,000 | ||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3 | ||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Non-vested stock options granted | $ 992,000 | $ 1,340,000 | |||||||||||||||||
Non-vested stock options granted weighted average period | 2 years 9 months 18 days | 2 years 7 days | |||||||||||||||||
Employees And Directors [Member] | Employee Stock Option [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares granted in period, fair value | $ 3.34 | $ 2 | |||||||||||||||||
Number of shares exercises in period, intrinsic value | $ 2,200 | $ 0 | |||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of common stock issued | 833,333 | 0 | |||||||||||||||||
Convertible preferred stock issued upon conversion | 603,769 | 123,057 | |||||||||||||||||
Conversion of stock, issued | (2,128,868) | ||||||||||||||||||
Number of common stock issued for services | 57,143 | 0 | 0 | ||||||||||||||||
Value of common stock issued for services | $ 0 | $ 0 | |||||||||||||||||
Series B Two Preferred Stocks [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Convertible preferred stock issued upon conversion | 1,174,042 | ||||||||||||||||||
Series B One Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Convertible preferred stock issued upon conversion | 560,594 | ||||||||||||||||||
Common stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of common stock issued | 216,667 | 216,667 | |||||||||||||||||
Number of securities called by warrants or rights | 37,594 | ||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.66 | ||||||||||||||||||
Conversion of stock, issued | 2,131,081 | 2,131,081 | |||||||||||||||||
Number of common stock issued for services | 9,000 | 100,000 | |||||||||||||||||
Value of common stock issued for services | [1] | ||||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 61,000 | ||||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 2.57 | ||||||||||||||||||
Warrants expiration period | Mar. 25, 2020 | ||||||||||||||||||
Consultant [Member] | Restricted Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of common stock issued for services | 9,000 | 100,000 | |||||||||||||||||
Value of common stock issued for services | $ 49,000 | ||||||||||||||||||
[1] | Represents an amount lower than $ 1. |
STOCKHOLDERS' DEFICIENCY (Det56
STOCKHOLDERS' DEFICIENCY (Details Narrative 1) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||||||
Share-based compensation | $ 185,000 | $ 56,000 | $ 536,000 | $ 121,000 | $ 508,000 | $ 220,000 | |
Employee Stock Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Non-vested stock options granted | 992,000 | $ 992,000 | $ 1,340,000 | ||||
Non-vested stock options granted weighted average period | 2 years 9 months 18 days | 2 years 7 days | |||||
Employee Stock Option [Member] | Director [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based compensation | $ 0 | $ 98,000 | |||||
Employee Stock Option [Member] | Director [Member] | March Twenty Five Two Thousand Fifteen [Member] | |||||||
Class of Stock [Line Items] | |||||||
Options granted | 30,000 | ||||||
Options weighted average exercise price | $ 2.57 | ||||||
Employee Stock Option [Member] | Director [Member] | July Eighteen Two Thousand Sixteen [Member] | |||||||
Class of Stock [Line Items] | |||||||
Options granted | 40,000 | ||||||
Options weighted average exercise price | $ 5.35 |
COMMITMENTS AND CONTINGENT LI57
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Operating Leases, Future Minimum Payments Due, Quarter Ended Maturity [Abstract] | ||
2,017 | $ 2 | $ 15 |
Total | $ 2 | $ 15 |
COMMITMENTS AND CONTINGENT LI58
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | ||||||
Contingent obligation to royalty | $ 492 | $ 492 | $ 480 | |||
Maximum [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Percentage of royalty on sales | 3.50% | 3.50% | ||||
Minimum [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Percentage of royalty on sales | 3.00% | 3.00% | ||||
Office Equipment [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent and related expenses | 7 | $ 7 | $ 13 | $ 15 | $ 30 | $ 31 |
Vehicles [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Rent and related expenses | $ 4 | $ 3 | 9 | $ 5 | 17 | $ 13 |
Penalties for cancellation lease agreements | $ 5 | $ 5 |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
Domestic | $ 1,884 | $ 2,216 | ||||
Foreign | 830 | 640 | ||||
Loss before taxes on income | $ (838) | $ (600) | $ (1,703) | $ (1,086) | $ (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 | |
Income Tax Disclosure [Abstract] | ||
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 Narrat
TAXES ON INCOME (Details Narrative) - 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 percentage of foreign income tax rate differential | 24.00% | 25.00% | 25.00% | 26.50% | |
Unrecognized income tax penalties and interest accrued | $ 16 | $ 16 | |||
Scenario, Forecast [Member] | |||||
Effective percentage of foreign income tax rate differential | 23.00% |
FINANCIAL EXPENSE, NET (Details
FINANCIAL EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Other Income and Expenses [Abstract] | ||||||||
Interest on promissory notes | $ 0 | $ 65 | ||||||
Benefit component of promissory notes | 0 | 384 | ||||||
Change in fair value of warrants | $ (131) | $ 147 | 383 | [1] | 962 | [1] | ||
Other financial expense | 15 | 21 | ||||||
Financial expense, net | $ 178 | $ 144 | $ 242 | $ 156 | $ 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 MA64
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 52 | $ 62 | $ 104 | $ 119 | $ 229 | $ 147 |
INDIA | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 5 | 3 | 8 | 9 | 24 | 7 |
ISRAEL | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 1 | 6 | 1 | 7 | 13 | 14 |
Europe [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 13 | 17 | 29 | 38 | 52 | 28 |
UNITED STATES | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 19 | 17 | 40 | 36 | 89 | 52 |
Rest of World [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 14 | $ 19 | $ 26 | $ 29 | $ 51 | $ 46 |
GEOGRAPHIC INFORMATION AND MA65
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Percentage of revenues from distributors | 37.00% | 27.00% | 36.00% | 33.00% | 10.00% |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | 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 | 4,583,971 | 4,574,971 | 4,583,971 | 4,573,773 | 4,578,470 | 3,536,348 |
Net loss per share of Common stock, basic and diluted | $ (0.82) | $ (0.19) | $ (0.13) | $ (0.56) | $ (0.24) | $ (0.62) | $ (0.82) |
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 | ||||||
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 |
RELATED PARTIES BALANCES AND 67
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | |
Related Party Transactions [Abstract] | ||||||
Warrants to purchase Common stock | $ 1,948 | $ 2,079 | $ 1,696 | |||
Financial expenses | $ (131) | $ 147 | $ 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 68
RELATED PARTIES BALANCES AND TRANSACTIONS (Details Narrative) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Apr. 30, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | May 31, 2014 | Feb. 28, 2013 |
Related Party Transactions [Abstract] | ||||||||
Number of securities called by warrants or rights | 140,000 | 140,000 | 840,000 | 331,293 | 840,000 | 563,910 | 37,594 | |
Exercise price of warrants or rights (in dollars per share) | $ 5.90 | $ 5.90 | $ 1.393 | $ 2.66 | $ 1.393 | $ 2.66 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2017 | Mar. 31, 2017 | Mar. 23, 2017 | Feb. 28, 2017 | Jan. 27, 2017 | Apr. 28, 2015 | Feb. 28, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2017 | Apr. 30, 2015 | Dec. 31, 2014 | May 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Feb. 28, 2013 | |
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 140,000 | 840,000 | 140,000 | 840,000 | 331,293 | 563,910 | 37,594 | |||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.90 | $ 5.90 | $ 1.393 | $ 2.66 | $ 1.393 | $ 2.66 | ||||||||||||
Debt instrument, face amount | $ 1,030 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | |||||||||||||||||
Percentage of beneficial ownership of common stock | 9.99% | 9.99% | ||||||||||||||||
Proceeds from issuance or sale of equity | $ 1,030 | $ 3,005 | $ 1,030 | $ 0 | $ 3,005 | |||||||||||||
Description 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. | 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. | ||||||||||||||||
Amendment 1 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 600 | |||||||||||||||||
Amendment 2 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 37,594 | |||||||||||||||||
Debt instrument, face amount | $ 900 | |||||||||||||||||
Exercise Price One [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 420,000 | |||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3 | |||||||||||||||||
Exercise Price One [Member] | Amendment 1 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 420,000 | 420,000 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3 | $ 3 | ||||||||||||||||
Exercise Price Two [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 420,000 | |||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 6 | |||||||||||||||||
Exercise Price Two [Member] | Amendment 2 [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 420,000 | 420,000 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 6 | $ 6 | ||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 412,000 | |||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 5.90 | |||||||||||||||||
Debt instrument, face amount | $ 350 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from issuance or sale of equity | $ 2,000 | 2,000 | [1] | |||||||||||||||
Bridge Loan [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from short-term debt | $ 1,030 | $ 350 | $ 350 | $ 350 | ||||||||||||||
Warrants Expiration Period Two [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Warrants expiration period | Feb. 10, 2019 | Feb. 10, 2019 | ||||||||||||||||
Warrants Expiration Period Two [Member] | Exercise Price One [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 140,000 | 140,000 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3 | $ 3 | ||||||||||||||||
Warrants Expiration Period Two [Member] | Exercise Price Two [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 140,000 | 140,000 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 6 | $ 6 | ||||||||||||||||
Warrants Expiration Period Three [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Warrants expiration period | Feb. 23, 2019 | Feb. 23, 2019 | ||||||||||||||||
Warrants Expiration Period Three [Member] | Exercise Price One [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 13,333 | 13,333 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3 | $ 3 | ||||||||||||||||
Warrants Expiration Period Three [Member] | Exercise Price Two [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 13,333 | 13,333 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 6 | $ 6 | ||||||||||||||||
Warrants Expiration Period One [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Warrants expiration period | Jan. 29, 2019 | Jan. 29, 2019 | ||||||||||||||||
Warrants Expiration Period One [Member] | Exercise Price One [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 266,667 | 266,667 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 3 | $ 3 | ||||||||||||||||
Warrants Expiration Period One [Member] | Exercise Price Two [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights | 266,667 | 266,667 | ||||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ 6 | $ 6 | ||||||||||||||||
[1] | Represents an amount lower than $ 1 thousands. |