Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 05, 2021 | Jun. 30, 2020 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | DarioHealth Corp. | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Central Index Key | 0001533998 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 26,029,228 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 15,273,389 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Common Stock | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | DRIO | ||
Warrants | |||
Title of 12(b) Security | Warrants to purchase Common Stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | DRIOW |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 28,590 | $ 20,395 |
Short-term restricted bank deposits | 187 | 191 |
Trade receivables | 124 | 672 |
Inventories | 2,293 | 1,414 |
Other accounts receivable and prepaid expenses | 2,934 | 267 |
Total current assets | 34,128 | 22,939 |
NON-CURRENT ASSETS: | ||
Deposits | 20 | 17 |
Operation lease right of use assets | 498 | 765 |
Long-term assets | 185 | 200 |
Property and equipment, net | 576 | 648 |
Total non-current assets | 1,279 | 1,630 |
Total assets | 35,407 | 24,569 |
CURRENT LIABILITIES: | ||
Trade payables | 2,480 | 1,656 |
Deferred revenues | 1,224 | 1,223 |
Operating lease liabilities | 310 | 317 |
Other accounts payable and accrued expenses | 3,020 | 2,024 |
Total current liabilities | 7,034 | 5,220 |
OPERATING LEASE LIABILITIES | 222 | 455 |
STOCKHOLDERS' EQUITY | ||
Common Stock of $0.0001 par value - Authorized: 160,000,000 shares at December 31, 2020 and 2019; Issued and Outstanding: 8,119,493 and 2,235,649 shares at December 31, 2020 and 2019, respectively | 0 | 0 |
Preferred Stock of $0.0001 par value - Authorized: 5,000,000 shares at December 31, 2020 and 2019; Issued and Outstanding: 15,823 and 21,375 shares at December 31, 2020 and 2019, respectively | 0 | 0 |
Additional paid-in capital | 171,399 | 129,039 |
Accumulated deficit | (143,248) | (110,145) |
Total stockholders' equity | 28,151 | 18,894 |
Total liabilities and stockholders' equity | $ 35,407 | $ 24,569 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares, issued | 8,119,493 | 2,235,649 |
Common stock, shares, outstanding | 8,119,493 | 2,235,649 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 15,823 | 21,375 |
Preferred stock, shares outstanding | 15,823 | 21,375 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Revenues | $ 7,576 | $ 7,559 |
Cost of revenues | 5,063 | 4,962 |
Gross profit | 2,513 | 2,597 |
Operating expenses: | ||
Research and development | 4,433 | 3,692 |
Sales and marketing | 15,227 | 11,127 |
General and administrative | 12,756 | 5,483 |
Total operating expenses | 32,416 | 20,302 |
Operating loss | (29,903) | (17,705) |
Total financial (income) expenses, net | (458) | 31 |
Net loss | (29,445) | (17,736) |
Deemed dividend | 3,658 | 3,155 |
Net loss attributable to holders of Common Stock | $ (33,103) | $ (20,891) |
Net loss per share: | ||
Basic and diluted loss per share ***) | $ 4.01 | $ 8 |
Weighted average number of Common Stock used in computing basic and diluted net loss per share ***) | 5,963,305 | 2,266,135 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 98,179 | $ (89,254) | $ 8,925 | ||
Balance (in shares) at Dec. 31, 2018 | 1,831,746 | ||||
Payment for executives and directors under stock for salary program | 1,011 | 1,011 | |||
Payment for executives and directors under Stock for salary program (in shares) | 104,363 | ||||
Exercise of options (In Shares) | 406 | ||||
Issuance of common stock to directors and employees | 795 | 795 | |||
Issuance of common stock to directors and employees (in shares) | 51,613 | ||||
Issuance of common stock to consultants and service provider | 59 | 59 | |||
Issuance of common stock to consultants and service provider (in shares) | 4,753 | ||||
Issuance of common stock and pre-funded warrants in 2019 public offering, net of issuance costs | 6,558 | 6,558 | |||
Issuance of common stock and pre-funded warrants in 2019 public offering, net of issuance costs | 242,768 | ||||
Issuance of preferred stock in 2019 private placement, net of issuance cost | 18,689 | 18,689 | |||
Issuance of preferred stock in 2019 private placement, net of issuance cost(in shares) | 21,375 | ||||
Deemed dividend related to issue of preferred shares | 3,155 | (3,155) | |||
Stock-based compensation | 593 | 593 | |||
Net loss | (17,736) | (17,736) | |||
Balance at Dec. 31, 2019 | 129,039 | (110,145) | 18,894 | ||
Balance (in shares) at Dec. 31, 2019 | 2,235,649 | 21,375 | |||
Payment for executives and directors under stock for salary program | 1,003 | $ 1,003 | |||
Payment for executives and directors under Stock for salary program (in shares) | 164,875 | ||||
Exercise of options (In Shares) | 0 | ||||
Exercise of agent warrants (in shares) | 222,016 | ||||
Exercise of repriced warrants | 1,088 | $ 1,088 | |||
Exercise of repriced warrants (in shares) | 88,889 | ||||
Issuance of common stock to directors and employees | 4,913 | 4,913 | |||
Issuance of common stock to directors and employees (in shares) | 721,820 | ||||
Issuance of common stock to consultants and service provider | 1,993 | 1,993 | |||
Issuance of common stock to consultants and service provider (in shares) | 245,480 | ||||
Issuance of common stock, net of issuance cost | 26,460 | 26,460 | |||
Issuance of common stock, net of issuance cost (in shares) | 3,000,752 | ||||
Conversion of preferred stock to common stock (in shares) | 1,278,695 | (5,552) | |||
Deemed dividend related to warrants exchange | 599 | (599) | |||
Deemed dividend related to warrants exchange (in shares) | 161,317 | ||||
Deemed dividend related to issue of preferred shares | 3,059 | (3,059) | |||
Issuance of warrants to service providers | 1,487 | 1,487 | |||
Stock-based compensation | 1,758 | 1,758 | |||
Net loss | (29,445) | (29,445) | |||
Balance at Dec. 31, 2020 | $ 171,399 | $ (143,248) | $ 28,151 | ||
Balance (in shares) at Dec. 31, 2020 | 8,119,493 | 15,823 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (29,445) | $ (17,736) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation, common stock, and stock instead of cash compensation to directors, employees, consultants, and service providers | 11,102 | 2,257 |
Depreciation | 190 | 183 |
Change in operating lease right of use assets | 267 | 368 |
Decrease (increase) in trade receivables | 548 | (504) |
Decrease (increase) in other accounts receivable and prepaid expenses and long-term assets | (1,152) | 124 |
Increase in inventories | (879) | (37) |
Increase (decrease) in trade payables | 824 | (918) |
Increase in other accounts payable and accrued expenses | 1,048 | 371 |
Increase in deferred revenues | 1 | 487 |
Change in operating lease liabilities | (240) | (320) |
Net cash used in operating activities | (17,736) | (15,725) |
Cash flows from investing activities: | ||
Investment in deposits | (4) | (15) |
Purchase of property and equipment | (118) | (98) |
Loan Receivables | (1,500) | 0 |
Net cash used in investing activities | (1,622) | (113) |
Cash flows from financing activities: | ||
Proceeds from issuance of Common Stock, warrants, warrant exercises and Preferred Stock in 2019 private placement, net of issuance costs | 27,548 | 25,247 |
Net cash provided by financing activities | 27,548 | 25,247 |
Increase in cash, cash equivalents and short-term restricted bank deposits | 8,190 | 9,409 |
Cash, cash equivalents and short-term restricted bank deposits at beginning of year | 20,535 | 11,126 |
Cash, cash equivalents and short-term restricted bank deposits at end of year | $ 28,725 | $ 20,535 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2020 | |
GENERAL | |
GENERAL | NOTE 1:- GENERAL a. DarioHealth Corp. (the “Company”) was incorporated in Delaware and commenced operations on August 11, 2011. DarioHealth is a leading Global Digital Therapeutics (DTx) company changing the way people with chronic conditions manage their health. By delivering personalized evidence-based interventions that are driven by precision data analytics, high quality software, and personalized coaching, DarioHealth has developed a novel approach that empowers individuals to adjust their lifestyle in a unique and holistic way. DarioHealth’s cross-functional team operates at the intersection of life sciences, behavioral science, and software technology to deliver seamlessly integrated and highly engaging digital therapeutics interventions. Our diabetes solutions, its user-centric approach is used by tens of thousands of customers around the globe. DarioHealth is rapidly expanding its solutions for additional chronic conditions such as hypertension and moving into new geographic markets. DarioHealth’s digital therapeutic platform has been designed with a ‘user-first’ strategy, focusing on the user’s needs first and foremost, and user experience and satisfaction. User satisfaction is constantly measured and drives, all company processes, including our technology design. DarioHealth has one reporting unit and one segment. b. The Company’s wholly owned subsidiary, LabStyle Innovation Ltd. (the “Subsidiary”), was incorporated and commenced operations on September 14, 2011 in Israel. Its principal business activity is to hold the Company’s intellectual property and to perform research and development, manufacturing, marketing and other business activities. c. During the year ended December 31, 2020, the Company incurred operating losses and negative cash flows from operating activities amounting to $29,903 and $17,736, respectively. On December 31, 2020, we had $28,590 in available cash and cash equivalent. On February 1, 2021, the Company entered into securities purchase agreements with accredited investors relating to an offering of its common stock, resulting in aggregate gross proceeds of approximately $70,000 ($64,880 net of issuance expenses). Management believes that the proceeds from the recent securities purchase agreements, combined with our cash on hand are sufficient to meet our obligations as they come due for at least a period of twelve months from the date of the issuance of these unaudited condensed consolidated financial statements. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offering. d. In December 2015, the United States Food and Drug Administration granted the Subsidiary 510(k) clearance for the Dario Blood Glucose Monitoring System, including its components, the Dario Blood Glucose Meter, Dario Blood Glucose Test Strips, Dario Glucose Control Solutions and the Dario app on the Apple iOS 6.1 platform and higher. e. On March 4, 2016, the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock were approved for listing on the Nasdaq Capital Market under the symbols “DRIO” and “DRIOW,” respectively. The Company's listed warrants are due to expire and cease being listed on the Nasdaq Capital Market on March 8, 2021. f. On November 18, 2019, the Company affected a 1-for-20 reverse stock split (referred to herein as the Reverse Stock Split) of its Common Stock. No fractional shares were issued, and no cash or other consideration were paid as a result of the Reverse Stock Split. Instead, the Company issued one additional whole share of the post-Reverse Stock Split Common Stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The amount of authorized Common Stock was not affected. All issued and outstanding share and per share amounts included in the accompanying consolidated financial statements have been adjusted to reflect this Reverse Stock Split for all periods presented. g. The Company has been carefully monitoring the COVID-19 pandemic and its impact on its business. In that regard, the Company has continued to sell its products and services and has not experienced disruptions in its supply chains. With respect to the Company’s DTx platform, it has observed that some of its business-to-business prospective partners have been addressing their business needs as a result of the COVID-19 pandemic, which has resulted in a slowdown of negotiations and discussions with some of these potential partners. In addition, the Company has also seen an increase in interest from other business-to-business prospective partners in its DTx platform, as certain parties are seeking tele-health products. The Company expects the significance of the COVID-19 pandemic, including the extent of its effect on the Company’s financial and operational results, to be dictated by, among other things, its duration, the success of efforts to contain it and the impact of actions taken in response. While the Company has not experienced any material disruptions to its business and operations as a result of the COVID-19 pandemic, it is possible such disruptions may occur in the future which may impact its financial and operational results, and which could be material. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”). a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting policies and estimates 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 (“$,” “dollar” or “dollars”): The accompanying consolidated financial statements have been prepared in dollars. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of the Subsidiary’s expenses is denominated in New Israeli Shekels (“NIS”) (mainly cost of personnel), a substantial portion of its expenses is denominated in dollars. Accordingly, the Company’s management believes that the currency of the primary economic environment in which the Company and its subsidiary operate is the dollar; thus, the dollar is the functional currency of the Company. Transactions and balances denominated in dollars are presented at their original amounts. Monetary accounts denominated in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of comprehensive loss as financial income or expenses, as appropriate. c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. d. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. e. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 0.01% and of 0.02% as of December 31, 2020 and 2019, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2020, and 2019, the Company had, a short-term restricted bank deposit which are used as collateral for rent in the amount of $ 123 and $ 128, respectively. As of December 31, 2020, and 2019, the Company had, short-term restricted bank deposits which are used as collateral for credit payments in amounts of $ 64 and $ 63, respectively. The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2020 2019 Cash, and cash equivalents as reported on the balance sheets $ 28,590 $ 20,395 Short-term restricted bank deposits, as reported on the balance sheets $ 135 $ 140 Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows $ 28,725 $ 20,535 f. Inventories: Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues and ramp up of manufacturing when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2020 and 2019 amounted to $99 and $62, respectively. g. Long-term assets: Long-term assets during the years ended December 31, 2020 and 2019 include mainly long-term prepayments for the Company’s cartridges manufacturing. h. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. 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 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or i. Impairment of long-lived assets: The Company's long lived assets are reviewed for impairment in accordance with 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. As of December 31, 2020, and 2019, no impairment was recorded. j. Revenue recognition The Company recognizes revenue in accordance with ASC 606, revenue from contracts with customers, when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company considers customer and distributers purchase orders to be the contracts with a customer. For each contract, the Company considers the promise to transfer tangible products and services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments to determine the net consideration to which the Company expects to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. The revenues from fixed-price services are recognized ratably over the contract period and the costs associated with these contracts are recognized as incurred. The Company's standard arrangements with its customers typically do not allow for rights of return. k. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of deferred costs and inventory write-downs. l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term restricted bank deposits and trade receivables. All of the cash and cash equivalents and short-term restricted bank deposits of the Company and its Subsidiary are invested in deposits and current accounts with major U.S. and Israeli banks. Such cash and cash equivalents and short-term restricted bank deposits may be in excess of insured limits and are not insured in other jurisdictions. Generally, cash and cash equivalents and short-term restricted bank deposits may be redeemed and therefore a minimal credit risk exists with respect to these deposits and investments. The Company’s trade receivables are derived mainly from sales to distributers and to end-users world-wide. The Company performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined with respect to those specific amounts that the Company has determined to be doubtful of collection. The Company had no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. m. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset 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 a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of December 31, 2020, and 2019 a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for 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% likely to be realized upon ultimate settlement. As of December 31, 2020, and 2019, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. n. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. o. Accounting for stock-based compensation: 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 in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. 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 historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. p. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined 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 from 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 in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. 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 availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Some of the inputs to these models are unobservable in the market and are significant. The Company has no financial assets or liabilities measured using Level 2, or Level 3 inputs. 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 outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares of Common Stock outstanding during each year, plus dilutive potential Common Stock considered outstanding during the year, in accordance with ASC 260, “Earnings Per Share”. The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common shares and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company's convertible preferred shares contractually entitle the holders of such shares to participate in dividends. The total number of shares related to the outstanding options, warrant and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 7,819,905 and 6,545,910 for the year ended December 31, 2020 and 2019, respectively. r. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2020 and 2019 amounted to $387 and $346, respectively. s. Legal and other contingencies: 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, 2019 and 2020, 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. Legal costs incurred in connection with loss contingencies are expensed as incurred. t. Leases: Lessee accounting : On January 1, 2019, the Company adopted ASU No. 2016-02, Leases (ASC 842). The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use ("ROU") asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate ("IBR") based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. u. Recently issued accounting pronouncements, not yet adopted: In September 2016, the Financial Accounting Standards Board (the "FASB") issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2020 2019 Prepaid expenses $ 1,354 $ 203 Deferred costs — 24 Government authorities 80 40 Loan receivables (*) 1,500 — $ 2,934 $ 267 *) see note 14. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2020 | |
INVENTORIES | |
INVENTORIES | NOTE 4:- INVENTORIES December 31, 2020 2019 Raw materials $ 377 $ 536 Finished products 1,916 878 $ 2,293 $ 1,414 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE | |
REVENUE | NOTE 5: - REVENUE The following tables represent the Company total revenues for the year ended December 31, 2020 and 2019 by performance obligation type as a result of implementing ASC 606: December 31, 2020 2019 Products $ 5,767 $ 5,490 Services 1,809 2,069 $ 7,576 $ 7,559 Consolidated revenues by category type are as follows (in thousands): December 31, 2020 2019 Consumer Products and other revenues $ 4,392 $ 4,478 Membership services 3,184 2,930 $ 7,576 $ 7,559 The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations primarily related services have been performed. Advance payments are received at the beginning of the service period and the related deferred revenues are reclassified to revenue ratably over the service period. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The following table presents the significant changes in the deferred revenue balance during the year ended December 31, 2020: Balance, beginning of the period $ 1,223 New performance obligations 3,245 Reclassification to revenue as a result of satisfying performance obligations 3,244 Balance, end of the period $ 1,224 Because all performance obligations in the Company’s contracts with customers relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
LEASES | NOTE 6: - LEASES The Company has entered into various non-cancelable operating lease agreements for certain of its offices and car leases. The Company's leases have original lease periods expiring between 2020 and 2023. Many leases include one or more options to renew. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants, the Company elected the practical expedient for short term leases. The components of lease costs, lease term and discount rate are as follows: Twelve Months Ended December 31, 2020 Lease cost Operating lease cost $ 329 Short term lease cost 73 Variable lease cost (2) Total lease cost 400 Weighted Average Remaining Lease Term Operating leases 1.90 years Weighted Average Discount Rate Operating leases 7.29 % The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2020: Operating Leases 2021 $ 321 2022 241 2023 5 Total undiscounted cash flows 567 Less imputed interest (35) Present value of lease liabilities $ 532 Supplemental cash flow information related to leases are as follows: Year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 329 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 25 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | NOTE 7:- PROPERTY AND EQUIPMENT, NET Composition of assets, grouped by major classification, is as follows: December 31, 2020 2019 Cost: Computers and peripheral equipment $ 326 $ 233 Office furniture and equipment 132 131 Production lines 763 748 Leasehold improvement 147 147 1,368 1,259 Accumulated depreciation: Computers and peripheral equipment 179 134 Office furniture and equipment 41 33 Production lines 526 412 Leasehold improvement 46 32 792 611 Property and equipment, net $ 576 $ 648 Depreciation expenses for the year ended December 31, 2020 and 2019 amounted to $190 and $183, respectively. |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 8:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2020 2019 Employees and payroll accruals $ 2,140 $ 1,137 Accrued expenses 880 887 $ 3,020 $ 2,024 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 9:- COMMITMENTS AND CONTINGENT LIABILITIES As of December 31, 2020, Ltd. had established guarantees to cover rent agreements and credit cards commitments that amounted to $187 . |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
LONG-LIVED ASSETS | |
LONG-LIVED ASSETS | NOTE 10:- LONG-LIVED ASSETS As of December 31, 2020, substantially all of the Company long live assets are located in Israel. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2020 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 11:- TAXES ON INCOME The Company and Ltd. are separately taxed under the domestic tax laws of the country of incorporation of each entity. a. Tax Reform On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was signed into law. The TCJA makes broad and complex changes to the Internal Revenue Code of 1986 (the “Code”) that may impact the Company’s provision for income taxes. The changes include, but are not limited to: · Decreasing the corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017 (“Rate Reduction”); · The Deemed Repatriation Transition Tax; and · Taxation of Global Intangible Low-Taxed Income (“GILTI”) earned by foreign subsidiaries beginning after December 31, 2017. The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Net Operating Losses- Before the TCJA, taxable losses generated in the U.S. were able to be carried back for two years or carried forward for 20 years to offset prior/future year taxable income. TCJA changes the rule, and allows losses generated after 2017 (i.e. starting in 2018) to be carried forward indefinitely, but only to offset 80% of future year income. Carryback losses are no longer allowed. In response to the COVID-19 pandemic, the U.S. passed the Coronavirus Aid, Relief, and Economic Security Act (CARES) in March 2020. The CARES Act changed the treatment of net operating losses (“NOLS”) generated in tax years 2018, 2019 and 2020. Losses generated in these years are able to be carried backward for 5 years, and carried forward indefinitely, without the 80% limitation. b. Tax rates applicable to Ltd.: Corporate tax rate in Israel in 2019 and 2020 was 23%. c. Net operating loss carryforward: Ltd. has accumulated net operating losses for Israeli income tax purposes as of December 31, 2020 in the amount of approximately $86,600. The net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2020, the Company had a U.S. federal net operating loss carryforward of approximately $16,223, of which $7,120 was generated from tax years 2011-2017 and can be carried forward and offset against taxable income and that expires during the years 2031 to 2037. Under Sections 382 and 383 of the IRC, utilization of the U.S. loss carryforward may be subject to substantial annual limitation due to the “change in ownership” provisions of the Code and similar state provisions. The annual limitations may result in the expiration of losses before utilization. Since the Company has not yet utilized the losses to offset income, no study has been performed to assess the potential limitations, but when relevant, a study will be performed. The remaining $9,103 of NOLs were generated in years 2018-2020, and are subject to the TCJA, which modified the rules regarding utilization of NOLs. NOLs generated after December 31, 2017 can only be used to offset 80% of taxable income with an indefinite carryforward period for unused carryforwards (i.e., they should not expire). Utilization of the federal and state net operating losses and credits may be subject to a substantial annual limitation due to an additional ownership change. The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event the Company's has a change of ownership, utilization of the carryforwards could be restricted. As discussed above, under the CARES Act, the losses from 2018-2020 are excluded from the limitation, and can be carried forward indefinitely to offset 100% of future net income. d. Deferred income taxes: 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, 2020 2019 Deferred tax assets: Net operating loss and capital losses carry forward $ 23,326 $ 16,879 Temporary differences 1,109 888 Deferred tax assets before valuation allowance 24,435 17,767 Valuation allowance (24,435) (17,767) Net deferred tax asset $ — $ — The deferred tax balances included in the consolidated financial statements as of December 31, 2020 are calculated according to the tax rates that were in effect as of the reporting date and do not take into account the potential effects of the reduction in the tax rate. The net change in the total valuation allowance for the year ended December 31, 2020 was an increase of $6,668 and is mainly relates to increase in deferred taxes on net operating loss for which a full valuation allowance was recorded. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences and tax loss carryforward are deductible. Management considers the projected taxable income and tax-planning strategies in making this assessment. In consideration of the Company’s accumulated losses and the uncertainty of its ability to utilize its deferred tax assets in the future, management currently believes that it is more likely than not that the Company will not realize its deferred tax assets and accordingly recorded a valuation allowance to fully offset all the deferred tax assets. e. Loss before taxes on income consists of the following: Year ended December 31, 2020 2019 Domestic $ 12,471 $ 4,418 Foreign 16,974 13,318 $ 29,445 $ 17,736 f. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 12:- STOCKHOLDERS’ EQUITY a. The holders of Common Stock have the right to one vote for each share of Common Stock held of record by such holder with respect to all matters on which holders of Common Stock are entitled to vote, to receive dividends as they may be declared at the discretion of the Company’s Board of Directors and to participate in the balance of the Company’s assets remaining after liquidation, dissolution or winding up, ratably in proportion to the number of shares of Common Stock held by them after giving effect to any rights of holders of preferred stock. Except for contractual rights of certain investors, the holders of Common Stock have no pre-emptive or similar rights and are not subject to redemption rights and carry no subscription or conversion rights. b. On April 3, 2015, the Company’s Board of Directors approved stock for salary program pursuant to which the Company will issue compensation shares of restricted Common Stock (“Compensation Shares”) to directors, officers, and employees of the Company as consideration for a reduction in or waiver of cash salary, bonus or fees owed to such individuals. The waiver of cash salary will be done upon the average closing price of the Common Stock for the 30 trading days prior to the date the Compensation Shares are granted or as otherwise defined by the Compensation Committee of the Board of Directors. c. During the year ended December 31, 2019, the Company issued 104,363 Compensation Shares to certain members of the Board of Directors, officers, and employees as consideration for a waiver of cash owed to such individuals amounting to $1,011. On April 29, 2019, the Company’s Compensation Committee of the Board of Directors approved the grant of an aggregate of 51,613 shares to directors, officers and employees of the Company. In September 2019, the Company’s Compensation Committee of the Board of Directors approved the grant of an aggregate of 5,378 shares of Common Stock to service providers of which 4,753 shares were issued during the third and fourth quarters of 2019 and the remainder of 625 shares were issued during the first quarter of 2020. During the year ended December 31, 2020, the Company issued 164,479 Compensation Shares to certain members of the Board of Directors, officers, and employees as consideration for a waiver of cash owed to such individuals amounting to $1,001. In addition, the Company granted 15,034 shares to directors upon departure from the Board of Directors. During the year ended December 31, 2020, the Board of Directors approved the grant of 170,229 shares of Common Stock to certain consultants of the Company, a portion of which were made in lieu of cash owed to such consultants. During the year ended December 31, 2020, the Company’s Compensation Committee of the Board of Directors approved the grant of an aggregate of 707,182 shares to directors, officers, employees and consultants of the Company. In January 2020, the Board of Directors authorized the Company to issue warrants to purchase up to 13,750, and 250,000 shares of Common Stock, respectively, to certain consultants of the Company, at a purchase price of $12.00 and $6.56, respectively. As such, the Company recorded a warrant compensation expense for service providers in the amount of $1,131. In January and March 2020, the Compensation Committee of the Board of Directors approved an inducement grant of a non-qualified stock option award to purchase 140,000 shares of the Company’s Common Stock, as well as an additional inducement grant consisting of a non-qualified performance-based stock option award to purchase an additional 90,000 shares of the Company’s Common Stock outside of the Company’s Amended and Restated 2012 Equity Incentive Plan, as amended (the “2012” Plan”), pursuant to Nasdaq Listing Rule 5635(c)(4), in connection with the employment of its President and General Manager of North America and of its Chief Medical Officer. In April 2020, the Compensation Committee of the Board of Directors approved a monthly grant of shares of the Company’s Common Stock equal up to $18 of restricted shares to certain service providers per month, to be granted monthly during the period that the certain consulting agreement remains in effect. During the year ended December 31, 2020, a total of 16,126 restricted shares of the Company’s Common Stock were issued to certain service providers under this approval. In April 2020, the Audit and Compensation Committee of the Board of Directors approved monthly grants of 1,500 shares of the Company’s Common Stock, of which 639 shares were issued to a board member under the 2012 Plan, and 861 restricted shares to certain service providers to be granted monthly during the 12-month period that the certain consulting agreement with said service providers is in effect. During the year ended December 31, 2020, a total of 13,500 shares of the Company’s Common Stock were issued under the said approval of which 9,195 shares were issued under the plan including 5,691 to a board member and the remaining 4,305 shares were issued as restricted shares to certain service providers. In May 2020, the Compensation Committee of the Board of Directors authorized the Company to issue, in several installments, 45,000 shares and warrants to purchase 110,000 shares of Common Stock, to certain consultants of the Company, of which warrants to purchase 60,000 shares of Common Stock are vesting over a 12-month period. The warrants exercise prices are between $6.39 and $10.00 per share. During the year ended December 31, 2020, the Company issued all said shares and warrants, and recorded compensation expense for service providers in the amount of $576. d. On May 24, 2019, the Company closed a public offering (the “2019 Public Offering”) of (i) 242,768 shares of Common Stock, at a price of $12 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 358,779 shares of Common Stock, for aggregate consideration of $6,558, net of issuance expenses. The Pre-Funded Warrants were sold at a public offering price of $11.998 per Pre-Funded Warrant, which represents the per share public offering price per Share, less a $0.0001 per share exercise price for each such Pre-Funded Warrant. The shares and Pre-Funded Warrants were offered, issued and sold pursuant to a shelf registration statement filed with the Securities and Exchange Commission. The Pre-Funded Warrants have been accounted for as equity instruments. The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with any group that the holder is a member, would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may terminate, increase or decrease this percentage by providing at least 61 days’ prior notice to the Company. A holder of Pre-Funded Warrants is also subject to a limitation on exercise of the Pre-Funded Warrant if such exercise would result in such holder, together with any group that the holder is a member, beneficially owning more 19.99% of the number of shares of common stock outstanding immediately before giving effect to such exercise, unless shareholder approval is obtained. e. In November and December, 2019, the Company entered into subscription agreements (the “Series A, A-1, A-2, A-3 and A-4 Subscription Agreement”) for a sale of an aggregate of 21,375 shares of newly designated Series A, A-1, A-2, A-3 and A-4 Preferred Stock (the “Series A Preferred Stock”), at a purchase price of $1,000 per share (the “Stated Value”), for aggregate gross proceeds, of approximately $21,375 ($18,689 net of issuance expenses). The initial conversion price for the Series A, A-1, A-2, A-3 and A-4 Preferred Stock was $4.05, $4.05, $4.28, $4.98 and $5.90, respectively, subject to adjustment in the event of stock splits, stock dividends, and similar transactions). As such, the Company recorded a deemed dividend during 2019 in the amount of $2,860 for the benefit created to the series A-2, A-3 and A-4 holders. During the year ended December 31, 2020, a total of 5,552 of certain Series A Convertible Preferred Stock were converted into 1,278,695 shares of Common Stock. The holders of series A Preferred Stock (excluding Series A-1 Preferred Stock, which do not possess any voting rights) shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, Holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class. Upon any liquidation, dissolution or winding-up of the Company, after the satisfaction in full of the debts of the Company and payment of the liquidation preference to the Senior Securities, holders of Series A Preferred Stock shall be entitled to be paid, on a pari passu basis with the payment of any liquidation preference afforded to holders of any Parity Securities, the remaining assets of the Company available for distribution to its stockholders. For these purposes, (i) “Parity Securities” means the Common Stock, Series A Preferred Stock and any other class or series of capital stock of the Company hereinafter created that expressly ranks pari passu with the Series A Preferred Stock; and (ii) “Senior Securities” shall mean any class or series of capital stock of the Company hereafter created which expressly ranks senior to the Parity Securities. Each share of Series A Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations as set forth in the Series A Certificate of Designation into such number of shares of Company’s Common Stock equal to the number of Series A Preferred Shares to be converted, multiplied by the Stated Value, divided by the conversion price in effect at the time of the conversion. The Series A Preferred Stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the earliest to occur of (i) upon the approval of the holders at least 50.1% of the outstanding shares of Series A Preferred with respect to the Series A Preferred Stock; or (ii) the 36-month anniversary of each of the Series A Effective Date. The holders of Series A Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such holder on the 12-month anniversary of the Series A Effective Date, (ii) a number of shares of Common Stock equal to fifteen percent (15%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred then held by such holder on the 24-month anniversary of the Series A Effective Date, and (iii) a number of shares of Common Stock equal to twenty percent (20%) of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such holder on the 36-month anniversary of the Series A Effective Date. During the year ended December 31, 2020 and 2019, The Company accounted for the dividend as a deemed dividend in a total amount of $3,059 and $295, respectively. Pursuant to the Placement Agency Agreement (the “Placement Agency Agreement”) executed by and between the Company and the registered broker dealer retained to act as the Company’s exclusive placement agent (the “Placement Agent”) for the offering of the Series A Preferred Stock, the Company paid the Placement Agent an aggregate cash fee of $1,788, non-accountable expense allowance of $641 and was required to issue to the Placement Agent or its designees warrants to purchase 719,243 shares of Common Stock at an exercise price ranging from $4.05 to $5.90 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period of five years from the date of the final closing of the Series A Preferred Stock Offering. As of December 31, 2020, out of the Placement Agent Warrants that were issued in December 2019, 306,801 were exercised into 222,016 shares of Common Stock. f. In March 2020, the Board of Directors authorized the Company to enter into an agreement to issue in the future warrants to purchase up to 500,000 shares of Common Stock to a business partner of the Company, upon reaching certain performance criteria, at a purchase price of $5.94. Certain performance criteria with respect to the first tranche of 125,000 shares were not met and that portion of such warrant expired on December 31, 2020. g. On July 28, 2020, the Company entered into subscription agreements with accredited investors relating to an offering with respect to the sale of an aggregate of (i) 2,969,266 shares of the Company’s Common Stock, at a purchase price of $7.47 per Share, and (ii) pre-funded warrants to purchase 824,689 shares of Common Stock, at a purchase price of $7.4699 per Pre-Funded Warrant. In addition, on July 30, 2020, the Company entered into a subscription agreement with an accredited investor for the purchase of 31,486 shares of Common Stock at a purchase price per share of $7.94 per Share. The aggregate gross proceeds were approximately $28,591 ($26,460 net of issuance costs). h. The table below summarizes the outstanding warrants as of December 31, 2020: Warrants outstanding as of Exercise December 31, 2020 price $ Expiration date February 2015 PPM A (*) 232 86.40 November 25,2015 March 2016 Public Offering -Warrants 76,417 86.80 March 8, 2021 March 2016 Public Offering - Representative’s Warrants 7,172 112.50 March 8, 2021 March 2017 Public Offering - Representative’s Warrants 1,820 77.50 March 31, 2022 September 2018 PPM 153,790 25.00 September 13, 2021 September 2018 PPM (Finder Warrants) 7,030 25.00 September 13, 2021 December 2018 PPM 150,004 25.00 December 14, 2021 December 2018 PPM 2 nd closing 2,500 25.00 December 27, 2021 Consultants 250,000 6.56 December 31, 2023 Placement Agent Warrants A-1 December 2019 275,070 4.05 December 19, 2024 Placement Agent Warrants A-2 December 2019 27,666 4.28 December 19, 2024 Placement Agent Warrants A-3 December 2019 95,221 4.98 December 19, 2024 Placement Agent Warrants A-4 December 2019 14,485 5.90 December 19, 2024 Consultants 10,000 7.50 April 6, 2024 Consultants 10,000 8.00 June 17, 2024 Consultants 10,000 9.00 September 9, 2024 Consultants 20,000 10.00 November 9, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 13,750 12.00 August 1, 2029 Agent warrants B-1 July 31 2020 193,044 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 3,149 7.94 July 31, 2025 Total outstanding (**) 1,381,350 (*) No warrants were exercised in 2019, during the year ended December 31, 2020 certain Company warrant holders have exercised and exchanged Company warrants as detailed here below: In January and July 2020, the Company entered into exchange agreements (each an “Exchange Agreement”) with certain Company warrant holders who were granted warrants to purchase up to an aggregate of 230,452 shares of Common Stock in September 2018. Pursuant to the terms of the Exchange Agreements, the warrant holders agreed to surrender such warrants for cancellation and received, as consideration for the cancellation of such 2018 warrants, an aggregate of 161,317 restricted shares of Common Stock, thereby creating a benefit to these warrant holders. As such the Company recorded a deemed dividend in the amount of $599. In September 2020, the Company entered into an agreement with a certain warrant holder who was granted warrants to purchase up to an aggregate of 88,889 shares of Common Stock in September 2018. Warrants to purchase 88,889 shares of Common Stock were exercised into shares of Common Stock at an exercise price of $13.00 per share. The aggregate gross proceeds were approximately $1,156 ($1,088 net of issuance expenses costs). i. Stock-based compensation: On January 23, 2012, the Company’s 2012 Plan was adopted by the Board of Directors of the Company and approved by a majority of the Company’s stockholders, under which options to purchase shares of Common Stock have been reserved. Under the 2012 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. During 2019, the Company’s stockholders approved an amendment to the 2012 Plan to increase the number of shares authorized for issuance under the 2012 Plan by 225,000 shares, from 393,650 to 618,650. On February 5, 2020, the Company’s stockholders approved an amendment to the 2012 Plan to increase the number of shares authorized for issuance under the 2012 Plan by 1,350,000 shares, from 618,650 to 1,968,650. On October 14, 2020, the Company’s stockholders approved the 2020 Equity incentive Plan (the “2020 Plan”) and the immediate reservation of 900,000 shares under this Plan for the remainder of the 2020 fiscal year. Under the 2020 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. j. The following options were issued under the 2012 Plan during 2019 and 2020: On April 29, 2019, the Company’s Compensation Committee of the Board of Directors approved the grant of 29,236 options to employees, directors and consultants of the Company, respectively, at exercise prices of $14.40 and $15.40 per share. The stock options vest over a period of three years commencing on the respective grant dates. All of the aforementioned options have a six-year term. In September and October 2019, the Company’s Compensation Committee of the Board of Directors approved the grant of 3,939 options to consultants of the Company, at exercise price of $12.00 per share, and 462 options in lieu of $8 owed in cash to a consultant. On December 24, 2019, the Company’s Compensation Committee of the Board of Directors approved the grant of 42,500 options to employees of the Company, at exercise prices of $5.63 and $6.35 per share. The stock options vest over a period of three years commencing on the respective grant dates. All of the aforementioned options have a six-year term. During the year ended December 31, 2020, the Company’s Compensation Committee of the Board of Directors approved the grant of an aggregate of 623,491 options to employees, directors and consultants of the Company, at exercise prices between $6.35 and $18.68 per share. The stock options vest over a period of three years commencing on the respective grant dates. The options have a six-year term and were issued under the 2012 Plan. In March and May 2020, the Board of Directors approved the grant of fully vested options to purchase 5,540 shares of Common Stock to certain consultants of the Company, a portion of which were made in lieu of cash owed to such consultants. Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 2020 were as follows: Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of year 148,080 68.56 4.41 192 Options granted (*) 859,031 8.91 Options exercised — — Options expired 9,152 41.96 Options forfeited 24,384 13.45 Options outstanding at end of year 973,575 17.56 4.99 5,510 Options vested and expected to vest at end of year 932,508 17.85 4.98 5,280 Exercisable at end of year 180,760 54.73 3.97 1,113 *) Including 230,000 non-plan options issued as inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4). See note 12(d). Weighted average fair value of options granted during the year ended December 31, 2020 and 2019 is $5.19 and $9.41, respectively. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last day of fiscal 2020 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, 2020. This amount is impacted by the changes in the fair market value of the Common Stock. The following table presents the assumptions used to estimate the fair values of the options granted to employees and directors in the period presented: Year ended December 31, 2020 2019 Volatility 87.55%-99.39 % 84.34%-90.82 % Risk-free interest rate 0.2%-1.56 % 1.69%-2.28 % Dividend yield 0 % 0 % Expected life (years) 3.5-4.5 3.5-4.5 The following table presents the assumptions used to estimate the fair values of the options granted to non-employees in the period presented: Year ended December 31, 2020 2019 Volatility 92.71%-99.89 % 84.34%-90.82 % Risk-free interest rate 0.19%-0.31 % 1.41%-2.28 % Dividend yield 0 % 0 % Expected life (years) 3.5-4.5 3.5-4.5 As of December 31, 2020, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $3,772, which is expected to be recognized over a weighted average period of approximately 1.33 year. The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2020 and 2019 were comprised as follows: Year ended December 31, 2020 2019 Cost of revenues $ 35 $ 59 Research and development 824 236 Sales and marketing 2,741 300 General and administrative 7,502 1,721 Total stock-based compensation expenses $ 11,102 $ 2,316 |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 12 Months Ended |
Dec. 31, 2020 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 13:- SELECTED STATEMENTS OF OPERATIONS DATA Financial (income) losses, net: Year ended December 31, 2020 2019 Bank charges $ 49 $ 27 Foreign currency adjustments (income) losses, net (446) 20 Interest income (61) (16) Total Financial (income) losses, net $ (458) $ 31 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 14:- SUBSEQUENT EVENTS a. In April 2020, the Audit and Compensation Committee of the Board of Directors approved a monthly grant of 1,500 shares of the Company’s Common Stock to certain consultants. During the first quarter of 2021, the Company issued a total of 4,500 shares of the Company’s Common Stock, of which 1,857 shares were issued to a board member. The shares were issued under the 2020 Plan. b. In April 2020, the Compensation Committee of the Board of Directors approved a monthly grant of shares of the Company’s Common Stock equal up to $18 of restricted shares to certain service providers per month, to be granted monthly during the period that the certain consulting agreement remains in effect. During the first quarter of 2021, the Company issued a total of 2,777 restricted shares of the Company’s Common Stock to certain service providers. c. On January 19, 2021, the Compensation Committee of the Board of Directors approved the grant of 5,579 shares of Common Stock to officers and employees of the Company as consideration for a reduction in or waiver of cash salary or fees owed to such individuals and the grant of 5,000 shares of the Company’s Common Stock to employee. The shares vest over a period of three years commencing on the respective grant dates. The shares were issued under the Company’s 2012 Plan. d. On January 19, 2021, the Company’s Compensation Committee of the Board of Directors approved the grant of 70,390 shares to consultants of the Company, the grant of 882,083 restricted shares of the Company’s Common Stock to directors, officers and employees. The shares vest over a period of three years commencing on the January 1, 2021 and approved the grant of 212,058 options to officer, employees and a consultant of the Company, at exercise prices between $14.14 and $24.99 per share. The stock options vest over a period of three years commencing on the respective grant dates. The options have a ten-year term and were issued under the 2020 Plan. e. In January 2021, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 928,890 shares, from 900,000 to 1,828,890. f. On February 1, 2021, the Company entered into a share purchase agreement pursuant to which the Company, through the Subsidiary, acquired all of the outstanding securities of Upright Technologies Ltd. (“Upright”). Upright is a leading digital MSK health company focused on preventing and treating the most common MSK conditions through behavioral science, biofeedback, coaching, and wearable tech. The Company acquired Upright as a wholly owned subsidiary. The consideration payable in connection with the share purchase agreement was capped at $31,000 in any event, subject to certain indemnity provisions, and took into account certain working capital excess generated, among other matters, by that certain convertible bridge loan in an amount of $1,500 previously disbursed by the Company to Upright, which was converted into one ordinary share of Upright at the Closing. The Company agreed to bear certain liabilities of Upright, which shall be reduced from the aggregate consideration, in an estimated amount of $3,700. In consideration for all of the outstanding securities of Upright, the Company agreed to pay the aforementioned consideration by issuing 1,687,612 shares of the Company’s common stock, par value $0.0001 per share to the Selling Shareholders, and agreed to assume options to purchase up to 100,193 shares of the Company’s Common Stock to Upright’s personnel issuable pursuant to the Company’s existing 2020 Equity Incentive Plan. g. On February 1, 2021, the Company entered into securities purchase agreements with institutional accredited investors relating to an offering with respect to the sale of an aggregate of 3,278,688 shares of the Company’s Common Stock, at a purchase price of $ 21.35 per share. The aggregate gross proceeds were approximately $70,000 ($64,880, net of issuance expenses). h. During February 2021, out of the warrants that were issued in September 2018, 25,407 were exercised into shares of Common Stock at exercise price of $25.00 per share. The aggregate gross proceeds were approximately $633. i. During February 2021, 250,000 warrants that were issued to a consultant in January 2020, were exercised on a cashless basis into 194,353 shares of Common Stock. j. On February 17, 2021, the Compensation Committee of the Board of Directors authorized the Company to issue warrants to purchase 400,000 shares of Common Stock, to a certain consultant of the Company, with the warrants vesting over twelve months period and with an exercise price of $25.00 per share. k. On March 4, 2021, the Compensation Committee of the Board of Directors approved the grant of 169,560 shares of common stock and 228,800 options to purchase common stock to officers employees and consultants of the Company at exercise prices between $25.50 and $25.837 per share. The stock options vest over a period of three years commencing on the respective grant dates. The options have a ten-year term and were issued under the 2020 Plan. l. As of March 5, 2021, certain series A Convertible Preferred Stockholders converted 3,022 shares of various classes of the Company’s A Convertible Preferred Stock into 707,147 shares of Common Stock. m. As of March 5, 2021, 112,360 Placement Agent Warrants that were issued in December 2019 and July 2020 were exercised into 89,722 shares of Common Stock. n. As of March 5, 2021, 31,078 options were exercised into shares of Common Stock, with aggregate gross proceeds of approximately $178 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting policies and estimates are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars ("$", "dollar" or "dollars") | b. Financial statements in U.S. dollars (“$,” “dollar” or “dollars”): The accompanying consolidated financial statements have been prepared in dollars. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of the Subsidiary’s expenses is denominated in New Israeli Shekels (“NIS”) (mainly cost of personnel), a substantial portion of its expenses is denominated in dollars. Accordingly, the Company’s management believes that the currency of the primary economic environment in which the Company and its subsidiary operate is the dollar; thus, the dollar is the functional currency of the Company. Transactions and balances denominated in dollars are presented at their original amounts. Monetary accounts denominated in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of comprehensive loss as financial income or expenses, as appropriate. |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. |
Cash and cash equivalents | d. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. |
Short-term restricted bank deposits | e. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 0.01% and of 0.02% as of December 31, 2020 and 2019, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2020, and 2019, the Company had, a short-term restricted bank deposit which are used as collateral for rent in the amount of $ 123 and $ 128, respectively. As of December 31, 2020, and 2019, the Company had, short-term restricted bank deposits which are used as collateral for credit payments in amounts of $ 64 and $ 63, respectively. The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2020 2019 Cash, and cash equivalents as reported on the balance sheets $ 28,590 $ 20,395 Short-term restricted bank deposits, as reported on the balance sheets $ 135 $ 140 Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows $ 28,725 $ 20,535 |
Inventories | f. Inventories: Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues and ramp up of manufacturing when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2020 and 2019 amounted to $99 and $62, respectively. |
Long-term assets | g. Long-term assets: Long-term assets during the years ended December 31, 2020 and 2019 include mainly long-term prepayments for the Company’s cartridges manufacturing. |
Property and equipment | h. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. 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 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
Impairment of long-lived assets | i. Impairment of long-lived assets: The Company's long lived assets are reviewed for impairment in accordance with 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. As of December 31, 2020, and 2019, no impairment was recorded. |
Revenue Recognition | j. Revenue recognition The Company recognizes revenue in accordance with ASC 606, revenue from contracts with customers, when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company considers customer and distributers purchase orders to be the contracts with a customer. For each contract, the Company considers the promise to transfer tangible products and services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments to determine the net consideration to which the Company expects to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. The revenues from fixed-price services are recognized ratably over the contract period and the costs associated with these contracts are recognized as incurred. The Company's standard arrangements with its customers typically do not allow for rights of return. |
Cost of revenues | k. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of deferred costs and inventory write-downs. |
Concentrations of credit risk | l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term restricted bank deposits and trade receivables. All of the cash and cash equivalents and short-term restricted bank deposits of the Company and its Subsidiary are invested in deposits and current accounts with major U.S. and Israeli banks. Such cash and cash equivalents and short-term restricted bank deposits may be in excess of insured limits and are not insured in other jurisdictions. Generally, cash and cash equivalents and short-term restricted bank deposits may be redeemed and therefore a minimal credit risk exists with respect to these deposits and investments. The Company’s trade receivables are derived mainly from sales to distributers and to end-users world-wide. The Company performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined with respect to those specific amounts that the Company has determined to be doubtful of collection. The Company had no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Income taxes | m. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset 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 a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of December 31, 2020, and 2019 a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for 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% likely to be realized upon ultimate settlement. As of December 31, 2020, and 2019, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. |
Research and development costs | n. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. |
Accounting for stock-based compensation | o. Accounting for stock-based compensation: 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 in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. 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 historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Fair Value of Financial Instruments | p. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined 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 from 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 in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. 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 availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Some of the inputs to these models are unobservable in the market and are significant. The Company has no financial assets or liabilities measured using Level 2, or Level 3 inputs. |
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 outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares of Common Stock outstanding during each year, plus dilutive potential Common Stock considered outstanding during the year, in accordance with ASC 260, “Earnings Per Share”. The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common shares and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company's convertible preferred shares contractually entitle the holders of such shares to participate in dividends. The total number of shares related to the outstanding options, warrant and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 7,819,905 and 6,545,910 for the year ended December 31, 2020 and 2019, respectively. |
Severance pay | r. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2020 and 2019 amounted to $387 and $346, respectively. |
Legal and other contingencies | s. Legal and other contingencies: 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, 2019 and 2020, 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. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Leases | t. Leases: Lessee accounting : On January 1, 2019, the Company adopted ASU No. 2016-02, Leases (ASC 842). The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use ("ROU") asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate ("IBR") based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. |
Recently issued accounting pronouncements, not yet adopted: | u. Recently issued accounting pronouncements, not yet adopted: In September 2016, the Financial Accounting Standards Board (the "FASB") issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances | The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2020 2019 Cash, and cash equivalents as reported on the balance sheets $ 28,590 $ 20,395 Short-term restricted bank deposits, as reported on the balance sheets $ 135 $ 140 Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows $ 28,725 $ 20,535 |
Schedule of annual rates of depreciation of Property and equipment | Property and equipment are stated at cost, net of accumulated depreciation. 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 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
Schedule of other accounts receivable and prepaid expenses | December 31, 2020 2019 Prepaid expenses $ 1,354 $ 203 Deferred costs — 24 Government authorities 80 40 Loan receivables (*) 1,500 — $ 2,934 $ 267 *) see note 14. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INVENTORIES | |
Schedule of inventories | December 31, 2020 2019 Raw materials $ 377 $ 536 Finished products 1,916 878 $ 2,293 $ 1,414 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE | |
Schedule of aggregate revenue | The following tables represent the Company total revenues for the year ended December 31, 2020 and 2019 by performance obligation type as a result of implementing ASC 606: December 31, 2020 2019 Products $ 5,767 $ 5,490 Services 1,809 2,069 $ 7,576 $ 7,559 |
Schedule of Net Revenue | Consolidated revenues by category type are as follows (in thousands): December 31, 2020 2019 Consumer Products and other revenues $ 4,392 $ 4,478 Membership services 3,184 2,930 $ 7,576 $ 7,559 |
Schedule of significant changes in deferred revenue | The following table presents the significant changes in the deferred revenue balance during the year ended December 31, 2020: Balance, beginning of the period $ 1,223 New performance obligations 3,245 Reclassification to revenue as a result of satisfying performance obligations 3,244 Balance, end of the period $ 1,224 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
Schedule of lease costs lease term and discount rate | The components of lease costs, lease term and discount rate are as follows: Twelve Months Ended December 31, 2020 Lease cost Operating lease cost $ 329 Short term lease cost 73 Variable lease cost (2) Total lease cost 400 Weighted Average Remaining Lease Term Operating leases 1.90 years Weighted Average Discount Rate Operating leases 7.29 % |
Schedule of maturities of lease liabilities | The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2020: Operating Leases 2021 $ 321 2022 241 2023 5 Total undiscounted cash flows 567 Less imputed interest (35) Present value of lease liabilities $ 532 |
Schedule of supplemental cash flow information | Supplemental cash flow information related to leases are as follows: Year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 329 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 25 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property, Plant and Equipment | Composition of assets, grouped by major classification, is as follows: December 31, 2020 2019 Cost: Computers and peripheral equipment $ 326 $ 233 Office furniture and equipment 132 131 Production lines 763 748 Leasehold improvement 147 147 1,368 1,259 Accumulated depreciation: Computers and peripheral equipment 179 134 Office furniture and equipment 41 33 Production lines 526 412 Leasehold improvement 46 32 792 611 Property and equipment, net $ 576 $ 648 |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of other accounts payable and accrued expenses | December 31, 2020 2019 Employees and payroll accruals $ 2,140 $ 1,137 Accrued expenses 880 887 $ 3,020 $ 2,024 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
TAXES ON INCOME | |
Schedule of significant components of the company's deferred tax assets | Significant components of the Company’s deferred tax assets are as follows: December 31, 2020 2019 Deferred tax assets: Net operating loss and capital losses carry forward $ 23,326 $ 16,879 Temporary differences 1,109 888 Deferred tax assets before valuation allowance 24,435 17,767 Valuation allowance (24,435) (17,767) Net deferred tax asset $ — $ — |
Schedule of loss before taxes on income | Year ended December 31, 2020 2019 Domestic $ 12,471 $ 4,418 Foreign 16,974 13,318 $ 29,445 $ 17,736 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Stockholders' Equity, outstanding Warrants | Warrants outstanding as of Exercise December 31, 2020 price $ Expiration date February 2015 PPM A (*) 232 86.40 November 25,2015 March 2016 Public Offering -Warrants 76,417 86.80 March 8, 2021 March 2016 Public Offering - Representative’s Warrants 7,172 112.50 March 8, 2021 March 2017 Public Offering - Representative’s Warrants 1,820 77.50 March 31, 2022 September 2018 PPM 153,790 25.00 September 13, 2021 September 2018 PPM (Finder Warrants) 7,030 25.00 September 13, 2021 December 2018 PPM 150,004 25.00 December 14, 2021 December 2018 PPM 2 nd closing 2,500 25.00 December 27, 2021 Consultants 250,000 6.56 December 31, 2023 Placement Agent Warrants A-1 December 2019 275,070 4.05 December 19, 2024 Placement Agent Warrants A-2 December 2019 27,666 4.28 December 19, 2024 Placement Agent Warrants A-3 December 2019 95,221 4.98 December 19, 2024 Placement Agent Warrants A-4 December 2019 14,485 5.90 December 19, 2024 Consultants 10,000 7.50 April 6, 2024 Consultants 10,000 8.00 June 17, 2024 Consultants 10,000 9.00 September 9, 2024 Consultants 20,000 10.00 November 9, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 13,750 12.00 August 1, 2029 Agent warrants B-1 July 31 2020 193,044 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 3,149 7.94 July 31, 2025 Total outstanding (**) 1,381,350 (*) |
Schedule of Stock option activity | Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 2020 were as follows: Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of year 148,080 68.56 4.41 192 Options granted (*) 859,031 8.91 Options exercised — — Options expired 9,152 41.96 Options forfeited 24,384 13.45 Options outstanding at end of year 973,575 17.56 4.99 5,510 Options vested and expected to vest at end of year 932,508 17.85 4.98 5,280 Exercisable at end of year 180,760 54.73 3.97 1,113 *) Including 230,000 non-plan options issued as inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4). See note 12(d). |
Schedule of Compensation cost | Year ended December 31, 2020 2019 Cost of revenues $ 35 $ 59 Research and development 824 236 Sales and marketing 2,741 300 General and administrative 7,502 1,721 Total stock-based compensation expenses $ 11,102 $ 2,316 |
Employee And Director [Member] | |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | The following table presents the assumptions used to estimate the fair values of the options granted to employees and directors in the period presented: Year ended December 31, 2020 2019 Volatility 87.55%-99.39 % 84.34%-90.82 % Risk-free interest rate 0.2%-1.56 % 1.69%-2.28 % Dividend yield 0 % 0 % Expected life (years) 3.5-4.5 3.5-4.5 |
Non Employee [Member] | |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | The following table presents the assumptions used to estimate the fair values of the options granted to non-employees in the period presented: Year ended December 31, 2020 2019 Volatility 92.71%-99.89 % 84.34%-90.82 % Risk-free interest rate 0.19%-0.31 % 1.41%-2.28 % Dividend yield 0 % 0 % Expected life (years) 3.5-4.5 3.5-4.5 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
Schedule of financial expenses (income), net | Financial (income) losses, net: Year ended December 31, 2020 2019 Bank charges $ 49 $ 27 Foreign currency adjustments (income) losses, net (446) 20 Interest income (61) (16) Total Financial (income) losses, net $ (458) $ 31 |
GENERAL (Details)
GENERAL (Details) | Feb. 01, 2021USD ($) | Feb. 01, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)itemsegment$ / shares | Dec. 31, 2019USD ($)$ / shares | Mar. 04, 2016$ / shares |
Class of Stock [Line Items] | ||||||
Operating Income (Loss) | $ 29,903,000 | $ 17,705,000 | ||||
Net Cash Provided by (Used in) Operating Activities | 17,736,000 | 15,725,000 | ||||
Cash, and cash equivalents as reported on the balance sheets | $ 28,590,000 | $ 20,395,000 | ||||
Gross Proceeds From Private Placement | $ 1,156,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of reporting units | item | 1 | |||||
Number of reporting segments | segment | 1 | |||||
Subsequent Event | Private placement | ||||||
Class of Stock [Line Items] | ||||||
Gross Proceeds From Private Placement | $ 70,000 | |||||
Net proceeds from Private Placement, net of issuance expenses | $ 64,880 | |||||
Common Stock and Prefunded Warrants | Private placement | ||||||
Class of Stock [Line Items] | ||||||
Gross Proceeds From Private Placement | $ 70,000 | |||||
Net proceeds from Private Placement, net of issuance expenses | $ 64,880 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
SIGNIFICANT ACCOUNTING POLICIES | |||
Cash, and cash equivalents as reported on the balance sheets | $ 28,590 | $ 20,395 | |
Short-term restricted bank deposits, as reported on the balance sheets | 135 | 140 | |
Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows | $ 28,725 | $ 20,535 | $ 11,126 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Summary of annual rates of depreciation of Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computers and peripheral equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15.00% |
Computers and peripheral equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 33.00% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 6.00% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15.00% |
Production Lines [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 14.00% |
Production Lines [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 20.00% |
Leasehold Improvement [Member] | |
Rate Of Depreciation [Line Items] | |
Annual Depreciation Description | Over the shorter of the lease term oruseful economic life |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | ||
Short Term Restricted Bank Deposits, Collateral For Rent | $ 123 | $ 128 |
Short Term Restricted Bank Deposits, Collateral For Credit Payment | 64 | 63 |
Inventory Write-down | 99 | 62 |
Asset Impairment Charges | 0 | $ 0 |
Right Of Use Assets and Lease Liabilities Carrying Amount | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,819,905 | 6,545,910 |
Percentage Of Monthly Deposits Behalf Of Insurance Companies | 8.33% | |
Severance Costs | $ 387 | $ 346 |
Bank Time Deposits [Member] | ||
Accounting Policies [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.01% | 0.02% |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | ||
Prepaid expenses | $ 1,354 | $ 203 |
Deferred costs | 24 | |
Government authorities | 80 | 40 |
Loan receivables | 1,500 | 0 |
Prepaid Expense and Other Assets, Current | $ 2,934 | $ 267 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
INVENTORIES | ||
Raw materials | $ 377 | $ 536 |
Finished products | 1,916 | 878 |
Inventory, Net | $ 2,293 | $ 1,414 |
REVENUE - Total revenues (Detai
REVENUE - Total revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 7,576 | $ 7,559 |
Products | ||
Revenues | 5,767 | 5,490 |
Services | ||
Revenues | 1,809 | 2,069 |
Consumer Products and other revenues | ||
Revenues | 4,392 | 4,478 |
Membership services | ||
Revenues | $ 3,184 | $ 2,930 |
REVENUE - Deferred revenue (Det
REVENUE - Deferred revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
REVENUE | |
Balance, beginning of the period | $ 1,223 |
New performance obligations | 3,245 |
Reclassification to revenue as a result of satisfying performance obligations | 3,244 |
Balance, end of the period | $ 1,224 |
LEASES - Lease costs, lease ter
LEASES - Lease costs, lease term and discount rate (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lease cost | |
Operating lease cost | $ 329 |
Short term lease cost | 73 |
Variable lease cost | 2 |
Total lease cost | $ 400 |
Weighted Average Remaining Lease Term | |
Operating leases | 1 year 10 months 24 days |
Weighted Average Discount Rate | |
Operating leases | 7.29% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
LEASES | |
2021 | $ 321 |
2022 | 241 |
2023 | 5 |
Total undiscounted cash flows | 567 |
Less imputed interest | (35) |
Present value of lease liabilities | $ 532 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 329 |
Lease liabilities arising from obtaining right-of-use assets: | |
Operating leases | $ 25 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,368 | $ 1,259 |
Accumulated depreciation | 792 | 611 |
Property and equipment, net | 576 | 648 |
Computers and peripheral equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 326 | 233 |
Accumulated depreciation | 179 | 134 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 132 | 131 |
Accumulated depreciation | 41 | 33 |
Production Lines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 763 | 748 |
Accumulated depreciation | 526 | 412 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 147 | 147 |
Accumulated depreciation | $ 46 | $ 32 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT, NET | ||
Depreciation | $ 190 | $ 183 |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Employees and payroll accruals | $ 2,140 | $ 1,137 |
Accrued expenses | 880 | 887 |
Other Accounts Payable and Accrued Expenses | $ 3,020 | $ 2,024 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES - Additional information (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Credit Card Receivable [Member] | |
Operating Leased Assets [Line Items] | |
Other Commitment | $ 187 |
Rental Agreement [Member] | |
Operating Leased Assets [Line Items] | |
Other Commitment | $ 187 |
TAXES ON INCOME - Deferred tax
TAXES ON INCOME - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss and capital losses carry forward | $ 23,326 | $ 16,879 |
Temporary differences | 1,109 | 888 |
Deferred tax assets before valuation allowance | 24,435 | 17,767 |
Valuation allowance | (24,435) | (17,767) |
Net deferred tax asset | $ 0 | $ 0 |
TAXES ON INCOME - Loss before t
TAXES ON INCOME - Loss before taxes on income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
TAXES ON INCOME | ||
Domestic | $ 12,471 | $ 4,418 |
Foreign | 16,974 | 13,318 |
Income Loss from Continuing Operations before Income Taxes | $ 29,445 | $ 17,736 |
TAXES ON INCOME - Additional in
TAXES ON INCOME - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation Allowance [Line Items] | |||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 23.00% | 23.00% | |
Operating Loss Carryforwards | $ 86,600 | ||
Operating losses subject to expiration | 7,120 | ||
Operating losses not subject to expiration | 9,103 | $ 9,103 | $ 9,103 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 6,668 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Percentage of income to be offset by net operating loss carry forwards | 80.00% | ||
Percentage of future net income that can be offset by the NOLs that were generated in years 2018-2020 | 100.00% | ||
Scenario, Plan [Member] | |||
Valuation Allowance [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Maximum [Member] | |||
Valuation Allowance [Line Items] | |||
Operating Loss Carry forwards Expiration Period | 2037 | ||
Minimum [Member] | |||
Valuation Allowance [Line Items] | |||
Operating Loss Carry forwards Expiration Period | 2031 | ||
Domestic Tax Authority [Member] | |||
Valuation Allowance [Line Items] | |||
Operating Loss Carryforwards | $ 16,223 |
STOCKHOLDERS' EQUITY - Outstand
STOCKHOLDERS' EQUITY - Outstanding warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Jul. 30, 2020 | Jul. 28, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 1,381,350 | ||
Exercise price | $ 7.94 | $ 7.4699 | |
February 2015 PPM A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 232 | ||
Exercise price | $ 86.40 | ||
Expiration date | Nov. 25, 2015 | ||
March 2016 Public Offering Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 76,417 | ||
Exercise price | $ 86.80 | ||
Expiration date | Mar. 8, 2021 | ||
March 2016 Public Offering Representative Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 7,172 | ||
Exercise price | $ 112.500 | ||
Expiration date | Mar. 8, 2021 | ||
March 2017 Public Offering Representative Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 1,820 | ||
Exercise price | $ 77.500 | ||
Expiration date | Mar. 31, 2022 | ||
September 2018 PPM [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 153,790 | ||
Exercise price | $ 25 | ||
Expiration date | Sep. 13, 2021 | ||
September 2018 PPM [Member] | Finder [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 7,030 | ||
Exercise price | $ 25 | ||
Expiration date | Sep. 13, 2021 | ||
December 2018 PPM [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 150,004 | ||
Exercise price | $ 25 | ||
Expiration date | Dec. 14, 2021 | ||
December 2018 PPM 2nd closing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 2,500 | ||
Exercise price | $ 25 | ||
Expiration date | Dec. 27, 2021 | ||
Consultants, warrants expiry in December 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 250,000 | ||
Exercise price | $ 6.56 | ||
Expiration date | Dec. 31, 2023 | ||
Placement Agent Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 275,070 | ||
Exercise price | $ 4.05 | ||
Expiration date | Dec. 19, 2024 | ||
Placement Agent Warrants A-2 December 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 27,666 | ||
Exercise price | $ 4.28 | ||
Expiration date | Dec. 19, 2024 | ||
Placement Agent Warrants A-3 December 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 95,221 | ||
Exercise price | $ 4.98 | ||
Expiration date | Dec. 19, 2024 | ||
Placement Agent Warrants A-4 December 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 14,485 | ||
Exercise price | $ 5.90 | ||
Expiration date | Dec. 19, 2024 | ||
Consultants, warrants expiry in April 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 10,000 | ||
Exercise price | $ 7.50 | ||
Expiration date | Apr. 6, 2024 | ||
Consultants, warrants expiry in June 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 10,000 | ||
Exercise price | $ 8 | ||
Expiration date | Jun. 17, 2024 | ||
Consultants, warrants expiry in September 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 10,000 | ||
Exercise price | $ 9 | ||
Expiration date | Sep. 9, 2024 | ||
Consultants, warrants expiry in November 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 20,000 | ||
Exercise price | $ 10 | ||
Expiration date | Nov. 9, 2024 | ||
Consultants, warrants expiry in February 2025 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 60,000 | ||
Exercise price | $ 6.39 | ||
Expiration date | Feb. 12, 2025 | ||
Consultants, warrants expiry in August 2029 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 13,750 | ||
Exercise price | $ 12 | ||
Expiration date | Aug. 1, 2029 | ||
Agent warrants B-1 July 31 2020, with exercise price $7.47 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 193,044 | ||
Exercise price | $ 7.47 | ||
Expiration date | Jul. 31, 2025 | ||
Agent warrants B-1 July 31 2020, with exercise price $7.94 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 3,149 | ||
Exercise price | $ 7.94 | ||
Expiration date | Jul. 31, 2025 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of year, Number of options | 148,080 | |
Options granted, Number of options | 859,031 | |
Options exercised, Number of options | 0 | |
Options expired, Number of options | (9,152) | |
Options forfeited, Number of options | (24,384) | |
Options outstanding at end of year, Number of options | 973,575 | 148,080 |
Options vested and expected to vest at end of year, Number of options | 932,508 | |
Exercisable at end of year, Number of options | 180,760 | |
Options outstanding at beginning of year, Weighted average exercise price | $ 68.56 | |
Options granted, Weighted average exercise price | 8.91 | |
Options exercised, Weighted average exercise price | 0 | |
Options expired, Weighted average exercise price | 41.96 | |
Options forfeited, Weighted average exercise price | 13.45 | |
Options outstanding at end of year, Weighted average exercise price | 17.56 | $ 68.56 |
Options vested and expected to vest at end of year, Weighted average exercise price | 17.85 | |
Exercisable at end of year, Weighted average exercise price | $ 54.73 | |
Options outstanding at, Weighted Average remaining contractual life | 4 years 11 months 27 days | 4 years 4 months 28 days |
Options vested and expected to vest at end of year, Weighted Average remaining contractual life | 4 years 11 months 23 days | |
Exercisable at end of year, Weighted Average remaining contractual life | 3 years 11 months 19 days | |
Options outstanding at beginning of year, Aggregate Intrinsic value | $ 192 | |
Options outstanding at end of year, Aggregate Intrinsic value | 5,510 | $ 192 |
Options vested and expected to vest at end of year, Aggregate Intrinsic value | 5,280 | |
Exercisable at end of year, Aggregate Intrinsic value | $ 1,113 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee And Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 87.55% | 84.34% |
Volatility, Maximum | 99.39% | 90.82% |
Risk-free interest rate, Minimum | 0.20% | 1.69% |
Risk-free interest rate, Maximum | 1.56% | 2.28% |
Dividend yield | 0.00% | 0.00% |
Employee And Director [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 3 years 6 months | 3 years 6 months |
Employee And Director [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 4 years 6 months | 4 years 6 months |
Non Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 92.71% | 84.34% |
Volatility, Maximum | 99.89% | 90.82% |
Risk-free interest rate, Minimum | 0.19% | 1.41% |
Risk-free interest rate, Maximum | 0.31% | 2.28% |
Dividend yield | 0.00% | |
Non Employee [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 3 years 6 months | 3 years 6 months |
Non Employee [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 4 years 6 months | 4 years 6 months |
STOCKHOLDERS' EQUITY - Compensa
STOCKHOLDERS' EQUITY - Compensation cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 11,102 | $ 2,316 |
Cost of revenues [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 35 | 59 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 824 | 236 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 2,741 | 300 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 7,502 | $ 1,721 |
STOCKHOLDERS' EQUITY- Additiona
STOCKHOLDERS' EQUITY- Additional information (Details) - USD ($) | Mar. 05, 2021 | Dec. 24, 2019 | May 24, 2019 | Apr. 29, 2019 | Sep. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Oct. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 30, 2020 | Jul. 28, 2020 | Feb. 05, 2020 |
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 859,031 | |||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 8.91 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 21,375 | |||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||||||||||
Gross Proceeds from Issuance of Preferred Stock and Preference Stock | $ 21,375,000 | |||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 18,689,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.19 | $ 9.41 | ||||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Not yet Recognized, Stock Options | $ 3,772,000 | |||||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 29 days | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 88,889 | 230,452 | 230,452 | 824,689 | ||||||||||||||||
Class Of Warrant Or Right Aggregate with Shares Consideration | 161,317 | 161,317 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.94 | $ 7.4699 | ||||||||||||||||||
Purchase price | $ 13 | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 13 | |||||||||||||||||||
Common stock, shares, issued | 2,235,649 | 2,235,649 | 8,119,493 | 2,235,649 | 31,486 | 2,969,266 | ||||||||||||||
Warrants purchase price | $ 7.94 | $ 7.4699 | ||||||||||||||||||
Proceeds from issuance of stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 28,591,000 | |||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 42,500 | 462,000 | ||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 1,003,000 | $ 1,011,000 | ||||||||||||||||||
Service Fees Payable | $ 8,000 | |||||||||||||||||||
Class Of Warrant Or Right Aggregate with Shares Consideration | 161,317 | 161,317 | ||||||||||||||||||
Stock Issued During Period Shares Non Qualified Stock Option Gross | 140,000 | 140,000 | ||||||||||||||||||
Stock Issued During Period Shares Non Qualified Performance Based Stock Option Gross | 90,000 | 90,000 | ||||||||||||||||||
Deemed Dividend Related To Warrant Exchange Agreement | $ 599,000 | |||||||||||||||||||
Gross Proceeds From Private Placement | $ 1,156,000 | |||||||||||||||||||
Shares issuance cost, net | $ 1,088,000 | $ 26,460,000 | ||||||||||||||||||
Non option plan shares issued | 230,000 | |||||||||||||||||||
Shares of Common Stock Equal to 10 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 12 months | |||||||||||||||||||
Shares of Common Stock Equal to 15 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 24 months | |||||||||||||||||||
Shares of Common Stock Equal to 20 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | |||||||||||||||||||
2012 Plan Amendment [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 225,000 | 225,000 | 225,000 | 1,350,000 | ||||||||||||||||
2012 Plan Amendment [Member] | Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 393,650 | 393,650 | 393,650 | 618,650 | ||||||||||||||||
2012 Plan Amendment [Member] | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 618,650 | 618,650 | 618,650 | 1,968,650 | ||||||||||||||||
2012 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 13,500 | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 1,500 | |||||||||||||||||||
2020 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares reservation for future issuance | 900,000 | |||||||||||||||||||
Pre Funded Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Purchase price | $ 11.998 | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 11.998 | |||||||||||||||||||
Holder Percentage of Owning, Number of Shares of Common Stock Outstanding | 4.99% | |||||||||||||||||||
Purchaser Percentage of Owning, Number of Shares of Common Stock Outstanding | 9.99% | |||||||||||||||||||
Limitation on Exercise of Warrant, Percentage of Holder Owning, Common Shares Outstanding | 19.99% | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.0001 | |||||||||||||||||||
Series A Convertible Preferred stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | |||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ 3,059,000 | $ 295,000 | ||||||||||||||||||
Number of shares converted | 3,022 | 5,552 | ||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 707,147 | |||||||||||||||||||
Beneficial Ownership Approval Percentage, Conversion of Preferred Stock | 50.10% | |||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | |||||||||||||||||||
Conversion of Stock, Shares Issued | 707,147 | |||||||||||||||||||
Series A One Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | |||||||||||||||||||
Series A Two Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.28 | |||||||||||||||||||
Series A Three Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.98 | |||||||||||||||||||
Series A Four Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 5.90 | |||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 222,016 | |||||||||||||||||||
Conversion of Stock, Shares Issued | 222,016 | |||||||||||||||||||
Series A2, A3 and A4 Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ 2,860,000 | |||||||||||||||||||
Common Stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 1,278,695 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 164,875 | 104,363 | ||||||||||||||||||
Conversion of Stock, Shares Issued | 1,278,695 | |||||||||||||||||||
Common Stock | 2012 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 9,195 | |||||||||||||||||||
Common Stock | Series A Convertible Preferred stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 1,278,695 | |||||||||||||||||||
Conversion of Stock, Shares Issued | 1,278,695 | |||||||||||||||||||
Placement Agent Warrants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 306,801 | |||||||||||||||||||
Non Accountable Expense Allowance | $ 641,000 | |||||||||||||||||||
Class of Warrants or Rights Exercisable Term | 5 years | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 719,243 | 719,243 | 719,243 | |||||||||||||||||
Conversion of Stock, Shares Issued | 306,801 | |||||||||||||||||||
Placement Agent Warrants | Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.05 | $ 4.05 | $ 4.05 | |||||||||||||||||
Warrants purchase price | 4.05 | 4.05 | 4.05 | |||||||||||||||||
Placement Agent Warrants | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 5.90 | 5.90 | 5.90 | |||||||||||||||||
Warrants purchase price | $ 5.90 | $ 5.90 | $ 5.90 | |||||||||||||||||
Placement Agent Warrants | Series A Convertible Preferred stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Placement Agent Fee | $ 1,788,000 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,540 | 5,540 | ||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 15,034 | |||||||||||||||||||
Certain service providers [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Restricted shares issued | $ 18 | |||||||||||||||||||
Restricted shares issued (in shares) | 16,126 | |||||||||||||||||||
Certain service providers [Member] | 2012 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,305 | |||||||||||||||||||
Board member [Member] | 2012 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,691 | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 639 | |||||||||||||||||||
Employees [Member] | Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.63 | |||||||||||||||||||
Employees [Member] | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.35 | |||||||||||||||||||
Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 60,000 | 500,000 | 500,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 5.94 | $ 5.94 | ||||||||||||||||||
Warrant compensation expense for service provider | $ 125,000,000 | $ 1,131,000 | ||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 12 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,939 | 170,229 | ||||||||||||||||||
Consultants | Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 45,000 | 13,750 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 6.39 | $ 6.56 | ||||||||||||||||||
Consultants | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 110,000 | 250,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 10 | $ 12 | ||||||||||||||||||
Consultants | 2012 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrant compensation expense for service provider | $ 576,000 | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 861 | |||||||||||||||||||
Employees Directors And Consultants [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 15.40 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 29,236 | 623,491 | ||||||||||||||||||
Employees Directors And Consultants [Member] | Minimum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.35 | |||||||||||||||||||
Employees Directors And Consultants [Member] | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 18.68 | |||||||||||||||||||
Board Of Directors, Officers And Employees [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 14.40 | |||||||||||||||||||
Board Of Directors, Officers And Employees [Member] | Common Stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 164,479 | 104,363 | ||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 1,001,000 | $ 1,011,000 | ||||||||||||||||||
Board Of Directors Officers Employees And Consultants [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 707,182 | |||||||||||||||||||
Service Provider [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 5,378 | 625 | 4,753 | |||||||||||||||||
Service Provider [Member] | Common Stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 51,613,000 | |||||||||||||||||||
Public Offering [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 242,768 | |||||||||||||||||||
Stock Issued Price Per Share | $ 12 | |||||||||||||||||||
Public Offering [Member] | Pre Funded Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 6,558,000 | |||||||||||||||||||
Public Offering [Member] | Pre Funded Warrant [Member] | Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 358,779 |
SELECTED STATEMENTS OF OPERAT_3
SELECTED STATEMENTS OF OPERATIONS DATA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SELECTED STATEMENTS OF OPERATIONS DATA | ||
Bank charges | $ 49 | $ 27 |
Foreign currency adjustments (income) losses, net | (446) | 20 |
Interest income | (61) | (16) |
Total Financial (income) losses, net | $ (458) | $ 31 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 05, 2021 | Mar. 04, 2021 | Feb. 17, 2021 | Feb. 01, 2021 | Jan. 19, 2021 | Jan. 01, 2021 | Dec. 24, 2019 | Jan. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Feb. 28, 2021 | Feb. 12, 2021 | Jul. 31, 2020 | Jul. 30, 2020 | Jul. 28, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Mar. 04, 2016 |
Warrants to purchase common stock | 88,889 | 230,452 | 824,689 | 230,452 | ||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 42,500 | 462,000 | ||||||||||||||||||||||
Par value of shares agreed to be issued | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 21,375 | |||||||||||||||||||||||
Aggregate gross proceeds | $ 1,156,000 | |||||||||||||||||||||||
Exercise price of warrants | $ 7.94 | $ 7.4699 | ||||||||||||||||||||||
Number of stock options exercised | 0 | |||||||||||||||||||||||
Purchase price | $ 13 | |||||||||||||||||||||||
Series A Convertible Preferred stock | ||||||||||||||||||||||||
Number of shares converted | 3,022 | 5,552 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 707,147 | |||||||||||||||||||||||
Service Provider [Member] | ||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 5,378 | 625 | 4,753 | |||||||||||||||||||||
Placement Agent Warrants | ||||||||||||||||||||||||
Warrants to purchase common stock | 719,243 | 719,243 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 306,801 | |||||||||||||||||||||||
Minimum [Member] | Placement Agent Warrants | ||||||||||||||||||||||||
Exercise price of warrants | $ 4.05 | $ 4.05 | ||||||||||||||||||||||
Maximum [Member] | Placement Agent Warrants | ||||||||||||||||||||||||
Exercise price of warrants | $ 5.90 | $ 5.90 | ||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 15,034 | |||||||||||||||||||||||
2012 Plan | ||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 1,500 | |||||||||||||||||||||||
2020 Plan | ||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 900,000 | |||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Authorized consideration payable | $ 31,000 | |||||||||||||||||||||||
Convertible bridge loan previously disbursed | $ 1,500 | |||||||||||||||||||||||
Number of shares issued upon conversion of Convertible bridge loan | 1 | |||||||||||||||||||||||
Number of stock options exercised | 31,078 | |||||||||||||||||||||||
Aggregate gross proceeds from exercise of stock options | $ 178 | |||||||||||||||||||||||
Subsequent Event | Placement Warrants | ||||||||||||||||||||||||
Stock issued in exchange for warrants | 25,407 | |||||||||||||||||||||||
Exercise price of warrants | $ 25 | |||||||||||||||||||||||
Subsequent Event | Placement Agent Warrants | ||||||||||||||||||||||||
Number of warrants issued | 112,360 | |||||||||||||||||||||||
Subsequent Event | Placement Agent Warrants | Placement Agent Warrants | ||||||||||||||||||||||||
Number of stock options exercised | 89,722 | |||||||||||||||||||||||
Subsequent Event | Private placement | ||||||||||||||||||||||||
Shares Issued Price Per Share | $ 21.35 | |||||||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 3,278,688 | |||||||||||||||||||||||
Purchase price per share | $ 21.35 | |||||||||||||||||||||||
Aggregate gross proceeds | $ 70,000 | |||||||||||||||||||||||
Net proceeds | 64,880 | |||||||||||||||||||||||
Net proceeds from Private Placement, net of issuance expenses | $ 64,880 | |||||||||||||||||||||||
Subsequent Event | Consultants | ||||||||||||||||||||||||
Warrants to purchase common stock | 400,000 | 194,353 | ||||||||||||||||||||||
Stock issued in exchange for warrants | 250,000 | |||||||||||||||||||||||
Exercise price of warrants | $ 25 | |||||||||||||||||||||||
Vesting period of warrants | 12 months | |||||||||||||||||||||||
Subsequent Event | 2012 Plan | ||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 4,500 | |||||||||||||||||||||||
Subsequent Event | 2012 Plan | Service providers | ||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,857 | |||||||||||||||||||||||
Restricted shares granted | $ 18 | |||||||||||||||||||||||
Restricted shares issued (in shares) | 2,777 | |||||||||||||||||||||||
Subsequent Event | 2012 Plan | Employees [Member] | ||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 5,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||
Subsequent Event | 2012 Plan | Officers and employees | ||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 5,579 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||
Subsequent Event | 2020 Plan | ||||||||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 928,890 | |||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 1,828,890 | |||||||||||||||||||||||
Subsequent Event | 2020 Plan | Board Of Directors, Officers And Employees [Member] | Restricted Stock | ||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 882,083 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||
Subsequent Event | 2020 Plan | Officers and employees | ||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 169,560 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||
Subsequent Event | 2020 Plan | Consultants | ||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 228,800 | 70,390 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | ||||||||||||||||||||||
Subsequent Event | 2020 Plan | Officers, employees and consultants | ||||||||||||||||||||||||
Exercise price of options, minimum | $ 25.50 | $ 14.14 | ||||||||||||||||||||||
Exercise price of options, maximum | 25.837 | 24.99 | ||||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 25.50 | $ 14.14 | ||||||||||||||||||||||
Subsequent Event | 2020 Plan | Officers, employees and consultants | Stock options | ||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 212,058 | |||||||||||||||||||||||
Subsequent Event | Upright | ||||||||||||||||||||||||
Shares agreed to be issued by the company | 1,687,612 | |||||||||||||||||||||||
Par value of shares agreed to be issued | $ 0.0001 | |||||||||||||||||||||||
Subsequent Event | Upright | 2020 Plan | ||||||||||||||||||||||||
Shares agreed to be issued by the company | 100,193 | |||||||||||||||||||||||
Subsequent Event | Forecast | Upright | ||||||||||||||||||||||||
Estimated amount of expenses | $ 3,700 |