Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity File Number | 001-37704 | |
Entity Registrant Name | DarioHealth Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-2973162 | |
Entity Address, Address Line One | 18 W. 18th St. | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 972 | |
Local Phone Number | 770-6377 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0001533998 | |
Current Fiscal Year End Date | --12-31 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | DRIO | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,923,250 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
INTERIM CONSOLIDATED BALANCE SH
INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 34,367 | $ 36,797 |
Short-term restricted bank deposits | 971 | 292 |
Trade receivables, net | 7,885 | 3,155 |
Inventories | 4,916 | 5,062 |
Other accounts receivable and prepaid expenses | 4,370 | 2,024 |
Total current assets | 52,509 | 47,330 |
NON-CURRENT ASSETS: | ||
Deposits | 6 | 6 |
Operating lease right of use assets | 1,813 | 967 |
Long-term assets | 138 | 143 |
Property and equipment, net | 1,425 | 899 |
Intangible assets, net | 23,646 | 5,404 |
Goodwill | 57,427 | 41,640 |
Total non-current assets | 84,455 | 49,059 |
Total assets | 136,964 | 96,389 |
CURRENT LIABILITIES: | ||
Trade payables | 4,249 | 1,131 |
Deferred revenues | 1,791 | 997 |
Operating lease liabilities | 920 | 111 |
Other accounts payable and accrued expenses | 6,888 | 6,300 |
Current maturity of long term loan | 3,954 | 3,954 |
Total current liabilities | 17,802 | 12,493 |
NON-CURRENT LIABILITIES | ||
Operating lease liabilities | 1,053 | 885 |
Long-term loan | 24,508 | 24,591 |
Warrant liability | 15,516 | 240 |
Other long-term liabilities | 52 | 36 |
Total non-current liabilities | 41,129 | 25,752 |
STOCKHOLDERS' EQUITY | ||
Common stock of $0.0001 par value - authorized: 160,000,000 shares; issued and outstanding: 29,439,740 and 27,191,849 shares on March 31, 2024 and December 31, 2023, respectively | 3 | 3 |
Preferred stock of $0.0001 par value - authorized: 5,000,000 shares; issued and outstanding: 41,381 and 18,959 shares on March 31, 2024 and December 31, 2023, respectively | ||
Additional paid-in capital | 436,600 | 407,502 |
Accumulated deficit | (358,570) | (349,361) |
Total stockholders' equity | 78,033 | 58,144 |
Total liabilities and stockholders' equity | $ 136,964 | $ 96,389 |
INTERIM CONSOLIDATED BALANCE _2
INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
INTERIM 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 | 29,439,740 | 27,191,849 |
Common stock, shares, outstanding | 29,439,740 | 27,191,849 |
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 | 41,381 | 18,959 |
Preferred stock, shares outstanding | 41,381 | 18,959 |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenues | $ 5,758 | $ 7,066 |
Total cost of revenues | 3,326 | 3,898 |
Gross profit | 2,432 | 3,168 |
Operating expenses: | ||
Research and development | 6,642 | 5,165 |
Sales and marketing | 6,910 | 6,340 |
General and administrative | 6,735 | 4,071 |
Total operating expenses | 20,287 | 15,576 |
Operating loss | 17,855 | 12,408 |
Total financial expenses (income), net | (8,686) | 417 |
Loss before taxes | 9,169 | 12,825 |
Income Tax | 1,994 | |
Net loss | 7,175 | 12,825 |
Other comprehensive loss: | ||
Deemed dividend | 2,034 | |
Net loss attributable to common shareholders | $ 9,209 | $ 12,825 |
Net loss per share: | ||
Basic net loss per share of common stock | $ 0.20 | $ 0.45 |
Diluted net loss per share of common stock | $ 0.20 | $ 0.45 |
Weighted average number of Common Stock used in computing basic net loss per share | 34,442,578 | 27,570,013 |
Weighted average number of Common Stock used in computing diluted net loss per share | 34,442,578 | 27,570,013 |
Services | ||
Total revenues | $ 4,160 | $ 5,256 |
Total cost of revenues | 965 | 1,477 |
Consumer hardware | ||
Total revenues | 1,598 | 1,809 |
Total cost of revenues | 1,198 | 1,340 |
Amortization of acquired intangible assets | ||
Total cost of revenues | $ 1,163 | $ 1,081 |
INTERIM STATEMENTS OF STOCKHOLD
INTERIM STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Common Stock | Preferred Stock | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Total |
Balance at Dec. 31, 2022 | $ 3 | $ 365,846 | $ (285,850) | $ 79,999 | |
Balance (in shares) at Dec. 31, 2022 | 25,724,470 | 3,567 | |||
Balance (in shares) at Mar. 31, 2023 | 25,875,295 | 3,557 | |||
Issuance of warrants to service providers | 630 | 630 | |||
Stock-based compensation | 4,226 | 4,226 | |||
Stock-based compensation (in shares) | 147,243 | ||||
Conversion of preferred stock to common stock (in shares) | 3,582 | (10) | |||
Net Income (Loss) | (12,825) | (12,825) | |||
Balance at Mar. 31, 2023 | $ 3 | 370,702 | (298,675) | 72,030 | |
Balance at Dec. 31, 2023 | $ 3 | 407,502 | (349,361) | 58,144 | |
Balance (in shares) at Dec. 31, 2023 | 27,191,849 | 18,959 | |||
Balance (in shares) at Mar. 31, 2024 | 29,439,740 | 41,381 | |||
Exercise of Options (In Shares) | 2,021 | ||||
Deemed dividend related to issuance of preferred stock | 2,034 | (2,034) | |||
Issuance of warrants to service providers | 27 | 27 | |||
Conversion of prefunded warrants to common Stock (shares) | 400,000 | ||||
Stock-based compensation | 6,831 | 6,831 | |||
Stock-based compensation (in shares) | 1,845,870 | ||||
Issuance of Preferred Stock, net of issuance cost | 20,206 | 20,206 | |||
Issuance of Preferred Stock, net of issuance cost (in shares) | 22,422 | ||||
Net Income (Loss) | (7,175) | (7,175) | |||
Balance at Mar. 31, 2024 | $ 3 | $ 436,600 | $ (358,570) | $ 78,033 |
INTERIM CONSOLIDATED STATEMEN_2
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (7,175) | $ (12,825) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation, common stock, and payment in stock to directors, employees, consultants, and service providers | 6,858 | 4,856 |
Depreciation | 110 | 97 |
Change in operating lease right of use assets | 149 | 36 |
Amortization of acquired intangible assets | 1,216 | 1,113 |
Decrease (increase) in trade receivables | (1,401) | 3,619 |
Increase in other accounts receivable, prepaid expense and long-term assets | (1,866) | (892) |
Decrease in inventories | 146 | 1,079 |
Increase (decrease) in trade payables | 708 | (439) |
Decrease in other accounts payable and accrued expenses | (2,620) | (621) |
Decrease in deferred revenues | 52 | (395) |
Change in operating lease liabilities | (18) | (78) |
Change in fair value of warrant liability | (9,181) | (80) |
Non-Cash financial income | (83) | (227) |
Other | (5) | |
Net cash used in operating activities | (13,110) | (4,757) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (56) | (74) |
Purchase of short-term investments | (4,996) | |
Proceeds from redemption of short-term investments | 708 | |
Payments for business acquisitions, net of cash acquired | (8,796) | |
Net cash used in investing activities | (8,852) | (4,362) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | 20,206 | |
Principal payments on long-term loan | (1,389) | |
Net cash provided by financing activities | 20,206 | (1,389) |
Increase in cash, cash equivalents and restricted cash and cash equivalents | (1,756) | (10,508) |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 36,797 | 49,470 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 35,041 | 38,962 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest on long-term loan | 986 | 1,072 |
Non-cash activities: | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 28 | $ 28 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2024 | |
GENERAL | |
GENERAL | NOTE 1: - GENERAL a. DarioHealth Corp. (the “Company” or “DarioHealth”) was incorporated in the State of Delaware and commenced operations on August 11, 2011. DarioHealth is a global digital therapeutics (DTx) company delivering personalized evidence-based interventions that are driven by precision data analytics, software, and personalized coaching, DarioHealth has developed an approach with the intent to empower individuals to adjust their lifestyle in 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 platform and suite of solutions deliver personalized and dynamic interventions driven by data analytics and one-on-one coaching for diabetes, hypertension, weight management, musculoskeletal pain, and behavioral health. The Company has one reporting unit and one operating segment. b. The Company has a wholly owned subsidiary, LabStyle Innovation Ltd. (“LabStyle”), which 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. On February 15, 2024 (the “Closing Date”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Twill, Inc. (“Twill”), (see note 4). Pursuant to the provisions of the Merger Agreement, on the Closing Date, TWILL Merger Sub, Inc. (“Merger Sub”) was merged with and into Twill, the separate corporate existence of Merger Sub ceased and Twill continued as the surviving company and a wholly owned subsidiary of the Company. Twill is a clinical grade technology company working to shorten the distance between need and care by configuring personalized digital therapeutics and care solutions at scale for the modern healthcare cloud. Twill’s Intelligent Healing Platform(tm): integrates AI with empathy, making healing more personal, precise, and connected for the entire care journey. Twill deploys a full spectrum of science-backed care solutions—including digital therapeutics, coaching, community, and well-being products for pharma, health plans, enterprises, and individuals everywhere. d. The Company has incurred net losses since its inception. As of March 31, 2024, the Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $358,570 as of March 31, 2024. For the three months ended March 31, 2024, the Company used approximately $13,110 of cash in operations. Management believes the Company has sufficient funds to support its operation for at least a period of twelve months from the date of the issuance of these interim condensed consolidated financial statements. The Company expect to incur future net losses and its transition to profitability is dependent upon, among other things, the successful development and commercialization of the Company’s products and the achievement of a level of revenues adequate to support the cost structure. Until the Company achieves profitability or generates positive cash flows, it will continue to be dependent on raising additional funds to fund its operations. The Company intends to fund its future operations through cash on hand, additional private and/or public offerings of debt or equity securities or a combination of the foregoing. 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 offerings. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements as of March 31, 2024, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. Significant Accounting Policies a. The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are applied consistently in these unaudited interim consolidated financial statements. b. Short-term restricted bank deposits: 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: March 31, March 31, 2024 2023 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 34,367 $ 38,789 Short-term restricted bank deposits 674 173 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 35,041 $ 38,962 NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) c. Business and Asset Acquisitions When the Company acquires a business, the purchase price is allocated to the tangible and identifiable intangible assets, net of liabilities assumed. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted-average cost of capital. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired. d. Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from contracts with customers,” (“ASC 606”) when (or as) it satisfies performance obligations by transferring promised hardware 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. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. The Company uses judgment in determining the SSP for its performance obligations. To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, the Company may use alternative methods to estimate the standalone selling price, such as cost plus margin approach. The Company’s payment terms are generally 45 days or less. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company determines its contracts generally to not include a significant financing component since the Company's selling prices are not subjected to billing terms nor is its purpose to receive financing from its customers or to provide customers with financing. In addition, the Company elected to apply the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company will transfer a promised good or service to a customer and when the customer will pay for that good or service will be one year or less. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) Consumers revenue The Company considers customer and distributor purchase orders to be contracts with a customer. For each contract, the Company considers the promise to transfer tangible hardware and/or services, each of which are distinct, and accounted for as separate 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. Revenue from tangible hardware is recognized when control of the hardware 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 . Commercial revenue – B2B2C The Company provides a mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Such programs include live clinical coaching, content, automated journeys, hardware, and lifestyle coaching, currently supporting diabetes, prediabetes and obesity, hypertension, behavioral health (BH) and musculoskeletal health (MSK). At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. These solutions integrate access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and is considered a single continuous service comprised of a series of distinct services recognized over time that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). Revenues related to the Company's newly acquired Twill platform are recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance. To the extent the transaction price includes variable consideration, revenue is recognized using the variable consideration allocation exception, or, if the allocation exception is not met, the Company recognizes revenue ratably based on estimates of the variable consideration to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. When the variable consideration allocation exception is met, the Company recognizes revenue each month using either on a per engaged member per month (PEMPM) or a per employee per month (PEPM) basis. Contracts typically have a duration of more than one year. Since the acquisition of Twill (note 4), the Company also provides professional services and ad serving services related to the Twill platform. Revenues related to professional services are recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance. The Company generally recognizes revenues for professional services using an input method, based on labor hours consumed, which the Company believes best depicts the transfer of the services to the customer. Revenues related to ad serving services are recognized when impressions are delivered. The Company recognizes revenue from the display of ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed. Certain of the Company’s contracts include client performance guarantees and a portion of the fees in those contracts are subject to performance-based metrics such as clinical outcomes or minimum member utilization rates. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Refunds to a customer that result from performance levels that were not met by the end of the measurement period are adjusted to the transaction price, and therefore estimated at the outset of the arrangement. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) The Company follows the guidance provided in ASC 606 for determining whether it is a principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis) in arrangements with customers that involve another party that contributes to providing specified services to a customer, based on whether the Company controls the specified good or service. Commercial revenue - Strategic partnerships The Company has also entered into contracts (Note 5) with a preferred partner and a health plan provider in which the Company provides data license, development and implementation services. e. Concentrations of credit risk: Financial instruments that potentially subject the Company to credit risks primarily consist of cash and cash equivalents, short-term deposits, restricted deposits, and trade receivables. For cash and cash equivalents, the Company is exposed to credit risks in the event of default by the financial institutions to the extent that amounts recorded on the accompanying consolidated balance sheets exceed federally insured limits. The Company places its cash and cash equivalents and short-term deposits with financial institutions with high-quality credit ratings and has not experienced any losses in such accounts. For trade receivables, the Company is exposed to credit risk in the event of non-payment by customers to the extent of the amounts recorded on the accompanying consolidated balance sheets. Balance at Balance at beginning of period Additions Deduction end of period Three months ended March 31, 2024 Allowance for credit losses $ 163 $ 110 $ — $ 273 Year ended December 31, 2023 Allowance for credit losses $ 23 $ 140 $ — $ 163 The Company has no off-balance-sheet concentration of credit risk. As of March 31, 2024, the Company's major customers accounted for 32.8% and 25.4% of the Company's accounts receivable balance. For the three month period ended March 31, 2024, the Company's major customers accounted for 8.5% and 16.5% respectively, of the Company's revenue in the period. f. Recently issued Accounting Pronouncements (i) In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), “Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact on its financial statement disclosures. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) (ii) In December 2023, the FASB issued ASU 2023-09, “Income Taxes” (“Topic 740”), Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance will be effective for the Company for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
INVENTORIES | |
INVENTORIES | NOTE 3: - INVENTORIES March 31, December 31, 2024 2023 Unaudited Raw materials $ 973 $ 1,015 Finished products 3,943 4,047 $ 4,916 $ 5,062 During the three- month 4 |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2024 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 4 – ACQUISITIONS Acquisition of Twill On February 15, 2024 (the “Closing Date”), the Company completed the merger and the associated acquisition of all issued and outstanding shares of Twill for an aggregate consideration of (A) $10.0 million in cash, and (B) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 10,000,400 shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company issued stock options to purchase up to 2,963,459 shares of Common Stock and restricted stock units (“RSUs”) to acquire up to 733,562 shares of Common Stock to certain employees and officers of Twill. The Company accounted for the stock options and RSUs separately from the acquisition. The Company incurred acquisition-related costs in a total amount of $722, which were included in general and administrative expenses in the Interim Consolidated Statements of Comprehensive loss. The acquisition of Twill advances our strategy to evolve from a point solution to a comprehensive multi condition platform. Twill brings a global, digital-first approach to improving mental and physical health through its personalized and connected care services. These services include evidence-based programs, supportive communities, human-led coaching, and therapy, which are accessible globally in 10 languages and cover over 18 million lives. Utilized by enterprises, health plans, pharmaceutical companies, and individuals around the world. With the integration of Twill, the Company believes it can achieve multiple advantages as well as synergies in multiple fronts like its product offering, commercial channels, improved clients and member experience. NOTE 4 – ACQUISITIONS (Cont.) Preliminary purchase price allocation: Under business combination accounting principles, the total purchase price was allocated to Twill’s net tangible and intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. A portion of the acquisition price was recorded as goodwill due to the synergies with Twill and is not expected to be deductible for tax purposes. The allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimate of fair values at the date of acquisition as follows: Cash and cash equivalents $ 531 Short-term restricted bank deposits 673 Trade receivables 3,329 Other accounts receivable and prepaid expenses 475 Property and equipment, net 580 Operating lease right of use assets 995 Acquisition-related intangibles 19,435 Other assets 22 Tangible assets acquired 26,040 Trade payables 2,410 Other accounts payable and accrued expenses 1,223 Deferred revenues 742 Operating lease liabilities 995 Deferred tax liability 2,001 Liabilities assumed 7,371 Fair value of net assets acquired 18,669 Goodwill 15,787 Total purchase consideration $ 34,456 Following are details of the purchase consideration allocated to acquired intangible assets: Fair value Amortization Unaudited period (Years) Technology (1) $ 5,644 8 Customer relationship healthcare (2) 13,791 12 Total identified intangible assets acquired $ 19,435 (1) The technology has been calculated through the Income Approach, in particular the Relief from Royalty method. (2) The fair value of Twill’s customer relationships has been calculated using the MPEEM method. NOTE 4 – ACQUISITIONS (Cont.) Amount Unaudited Number of shares of common stock issuable upon the exercise of the consideration warrants. 10,000,400 Value of each warrant issues $ 2.446 Total consideration warrant shares 24,456 Cash consideration 10,000 Total purchase price $ 34,456 The interim consolidated statement of comprehensive loss includes the following revenue and net loss attributable to Twill in 2024: 2024 Unaudited Revenues $ 1,927 Net loss $ 2,077 The Company recognized $2,001 of a deferred tax liability which relates to the purchase price allocation fair value adjustments, other than goodwill. The Company is planning to file a consolidated tax return in the U.S. together with Twill and to utilize the benefit of the Company's loss carryforwards against the future taxable income of Twill and consequently decreased its valuation allowance in an amount equal to the deferred tax liability recognized in the business combination. The Company recognized the decrease in valuation allowance as income tax benefit. Supplemental unaudited Pro forma Information The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisition of Twill, which closed in February 2024, had taken place had Twill been acquired as of January 1, 2023. Three months ended Three months ended March 31, March 31, 2024 2023 Total revenue $ 7,721 $ 11,812 Net loss $ 15,765 $ 23,100 The unaudited pro forma financial information presented is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Twill acquisition was completed at the beginning of 2023 and are not indicative of the future operating results of the combined company. The pro forma results include adjustments related to purchase accounting, primarily amortization of acquisition-related intangible assets and expense from assumed stock-based compensation awards. The pro forma results also include income from revaluation of the pre-funded warrants issued as part of the consideration for the acquisition of Twill, as these warrants are classified as a liability under GAAP. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
REVENUE | |
REVENUE | NOTE 5: - REVENUES The Company is operating a multi-condition healthcare business, empowering individuals to manage their chronic conditions and take steps to improve their overall health. The Company generates revenue directly from individuals through a la carte offering and membership plans. The Company also contracts with enterprise business market groups to provide digital therapeutics solutions for individuals to receive access to services through the Company’s commercial arrangements. Agreement Preferred Partner On February 28, 2022, the Company entered into an exclusive preferred partner, co-promotion, development and license agreement for a term of five (5) years (the “Exclusive Agreement”). Pursuant to the Exclusive Agreement, the Company will provide a license to access and use certain Company data. In addition, the Company may provide development services for new products of the other party. The aggregate consideration under the contract is up to $30 million over the initial term of the Exclusive Agreement, consisting of (i) an upfront payment, (ii) payments for development services per development plan to be agreed upon annually and (iii) certain contingent milestone payments upon meeting certain net sales and enrollment rate milestones at any time during the term of the Exclusive Agreement. Since the contract consideration includes variable consideration, as of March 31, 2024, the Company excluded the variable payments from the transaction price since it is not probable that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty associated with the variable consideration is resolved. In 2022, the first development plan was approved and completed. The Company concluded that the first development plan should be accounted for as a separate contract. As such, for the year ended December 31, 2022, the Company recognized $4,000 in revenues for the completion of the first development plan. On December 13, 2022, the second development plan was approved by the parties. The Company concluded that the second development plan should be accounted for as a separate contract which includes development services performance obligations, satisfied over time, based on labor hours. As such, for the three months ended March 31, 2023, the Company recognized $1,485 in revenues. The second development plan was completed during the second quarter of 2023. On June 15, 2023, the third development plan (initiated in April 2023), was approved by the parties. The Company concluded that the third development plan should be accounted for as a separate contract which includes development services performance obligations, satisfied over time, based on labor hours. For the three months ended March 31, 2024 and 2023 the Company recognized $489 and $0 respectively, in revenues, with additional revenues from the third development plan of $113 expected The Company's measures the progress of the development services performance obligations using an input method, based on labor hours consumed as the Company believes that this method best depicts the transfer of services to the customer. NOTE 5: - REVENUES (Cont.) Agreement with National Health Plan On October 1, 2021, the Company entered into a Master Service Agreement (the “MSA”) and a statement of work (“SOW”, and such SOW, the “October SOW”) with a national health plan (“Health Plan”). Pursuant to the October SOW, the Company will provide the Health Plan access to the Company’s web and app-based platform for behavioral health. The Company has concluded that the contract contained a single performance obligation – to provide access to the Company’s platform. The consideration in the contract was based entirely on customer usage. On The Company concluded that the August SOW should be accounted for as a separate contract. The Company has concluded that the August SOW contained two performance obligations as follows: (i) Digital Behavioral Health Navigation Platform Implementation. This performance obligation includes configuration and implementation of the platform. (ii) Enhancements to the Digital Behavioral Health Navigation Platform. This performance obligation includes adding additional features and capabilities to the platform. The August SOW includes a fixed consideration in the amount of $2,650. The Company allocated the consideration between the two performance obligations based on standalone selling prices. The Company determined the standalone selling prices based on the expected cost plus a margin approach. On February 21, 2023, the Company entered into a change order with the Health Plan according to which the Company will provide additional implementation services and shall develop additional features to be included in the platform. The change order includes a fixed consideration in the amount of $90. For the three months ended March 31, 2023, the Company recognized revenues of $707. The August SOW was completed during the second quarter of 2023. Revenue Source: The following tables represent the Company’s total revenues for the three months ended March 31, 2024, and 2023 disaggregated by revenue source: Three months ended March 31, 2024 2023 Unaudited Commercial - Business-to-Business-to-Consumer (“B2B2C”) $ 3,470 $ 1,258 Commercial - Strategic partnerships 489 3,692 Consumers 1,799 2,116 $ 5,758 $ 7,066 NOTE 5: - REVENUES (Cont.) Deferred Revenue The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers prior to the satisfaction of the Company's performance obligations. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of the reporting period. The Company expects to recognize approximately $1,679 over the next 12 months and the remainder . The following table presents the significant changes in the deferred revenue balance during the three months ended March 31, 2024: Balance, beginning of the period $ 997 Additions through Acquisition of Twill 742 New performance obligations 763 Reclassification to revenue as a result of satisfying performance obligations (711) Balance, end of the period $ 1,791 Costs to Fulfill a Contract The Company defers incurred to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed as the Company satisfies its performance obligations and recorded into cost of revenue. Costs to fulfill a are recorded in other accounts receivable and prepaid expenses and long-term assets. Costs to fulfill a contract consist of (1) deferred consumer hardware costs incurred in connection with the delivery of services that are deferred, and (2) deferred costs incurred, related to future performance obligations which are capitalized. NOTE 5: - REVENUES (Cont.) Costs to fulfill a contract as of March 31, 2024, and December 31, 2023, consisted of the following: March 31, December 31, 2024 2023 Unaudited Costs to fulfill a contract, current $ 252 $ 238 Costs to fulfill a contract, noncurrent 78 59 Total costs to fulfill a contract $ 330 $ 297 Costs to fulfill a contract were as follows: Costs to fulfill a contract Beginning balance as of December 31, 2023 $ 297 Additions 121 Cost of revenue recognized (88) Ending balance as of March 31, 2024 (unaudited) 330 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
DEBT | |
DEBT | NOTE 6: - DEBT Loan Facility On May 1, 2023, the Company refinanced its existing $25,000 credit facility with a new $30,000 credit facility in the Loan and Security Agreement, and Supplement thereto (the “LSA” or the “Avenue Loan Facility”) by and between the Company and its subsidiary PsyInnovations Inc., collectively as the borrowers (the “Borrowers”) and Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., collectively as the lenders (the “Avenue Lenders”). The LSA provides for a four-year secured credit facility in an aggregate principal amount of up to $40,000 , of which $30,000 was made available on the closing date (the “Initial Tranche”) and up to $10,000 (the “Discretionary Tranche”) may be made available on the later of July 1, 2023, or the date the Avenue Lenders approve the issuance of the Discretionary Tranche. On May 1, 2023, the Borrowers closed on the Initial Tranche, less certain fees and expenses payable to or on behalf of the Avenue Lenders. During the term of the Avenue Loan Facility, interest payable in cash by the Borrowers shall accrue on any outstanding balance due under the Avenue Loan Facility at a rate per annum equal to the higher of (x) the sum of four one-half percent ( 4.50% ) plus the prime rate as published in the Wall Street Journal and (y) twelve and one-half percent ( 12.50% ). During an event of default, any outstanding amount under the Avenue Loan Facility will bear interest at a rate of 5.00% in excess of the otherwise applicable rate of interest and the outstanding balance shall be due and payable. As part of the agreements, the Company issued a warrant (the “Warrant”) to purchase up to 292,442 shares of the Company’s Common Stock, at an exercise price of $3.334 per share (also see note 12e), which shall have a term of five years from the issuance date. NOTE 6: - DEBT (Cont.) The Avenue Lenders have the right, at any time while the Avenue Loan Facility is outstanding, to convert an amount of up to $2,000 of the principal amount of the outstanding Avenue Loan Facility into Borrower’s unrestricted shares of the Company’s Common Stock at a price per share equal to 120% of the then effective exercise price of the Avenue Warrant (also see note 12). According to the agreements, the Company is obligated to maintain at least $5,000 of unrestricted cash in deposit accounts located in the United States. The Company concluded that Avenue Loan Facility and the Warrant are freestanding financial instruments since these instruments are legally detachable and separately exercisable. The Company has concluded that the Warrant meets all the conditions to be classified as equity pursuant to ASC 480 and ASC 815-40. In addition, the Company elected to account for the Avenue Loan Facility under the fair value option in accordance with ASC 825, “Financial Instruments.” Under the fair value option, changes in fair value are recorded in earnings except for fair value adjustments related to instrument specific credit risk, which are recorded as other comprehensive income or loss. As such, the proceeds were first allocated to the Avenue Loan Facility at fair value in the amount of $28,215 and the remaining amount of $1,389 was allocated to the Warrant. During the three-month period ended March 31, 2024, the Company recognized $82 , of remeasurement income related to the Avenue Loan, which was included as part of financial expenses in the Company's statements comprehensive loss. During the three-month period ended March 31, 2024, the Company did not recognize any instrument specific credit risk fair value adjustment. |
WARRANT LIABILITY
WARRANT LIABILITY | 1 Months Ended |
Jan. 31, 2024 | |
WARRANT LIABILITY | |
WARRANT LIABILITY | NOTE 7: - WARRANT LIABILITY Orbimed Warrants On June 9, 2022 (the closing date of the Orbimed Loan, which was repaid in May 2023), the Company agreed to issue Orbimed a warrant (the “Orbimed Warrant”) to purchase up to 226,586 shares of the Company’s Common Stock, at an exercise price of $ 6.62 per share, which shall have a term of 7 years from the issuance date. The Orbimed Warrant contains customary share adjustment provisions, as well as weighted average price protection in certain circumstances but in no event will the exercise price of the Warrant be adjusted to a price less than $4.00 per share. As of March 31, 2024, the exercise price of the warrant was adjusted to a price of $4.00 . The Company has concluded that the Orbimed Warrant is not indexed to the Company's own stock and should be recorded as a liability measured at fair value with changes in fair value recognized in earnings. During the three-month period ended March 31, 2024, and 2023, the Company recognized $26 and $80 respectively, of remeasurement income related to the Orbimed Warrant. Pre-funded warrants On February 15, 2024, as part of the acquisition of Twill (See note 4) the Company issued Pre-Funded Warrants to purchase up to 10,000,400 shares of Company Common Stock. The Company has classified the pre-funded as liability pursuant to ASC 815-40 since the Pre-Funded Warrants do not meet the equity classification conditions. Accordingly, the Company measured the Pre-Funded Warrants at their fair value. The warrants liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of comprehensive loss. During the three-month period ended March 31, 2024, the Company recognized $9,156 of remeasurement income related to the Pre-Funded Warrants. Pre-Funded Warrants |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8: - FAIR VALUE MEASUREMENTS Under U.S. GAAP, fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories: 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 instrument to instrument 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. The Company’s Orbimed loan facility (as defined herein) was measured at fair value using Level 3 unobservable inputs until the payoff date of May 1, 2023. The Orbimed Warrant liability was measured at fair value using Level 3 unobservable inputs. In addition, the Avenue Loan Facility is also measured at fair value using level 3 inputs. NOTE 8: - FAIR VALUE MEASUREMENTS (Cont.) The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: March 31, 2024 Unaudited Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Long term loan 28,462 — — 28,462 Orbimed warrant liability 215 — — 215 Pre-funded warrant liability 15,301 15,301 — — Total financial liabilities $ 43,978 $ 15,301 $ — $ 28,677 December 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Long term loan 28,545 — — 28,545 Orbimed warrant liability $ 240 — — 240 Total financial liabilities $ 28,785 $ — $ — $ 28,785 Loan Facilities The fair value of the Avenue Loan Facility was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The . Orbimed warrant Liability The fair value of the Orbimed warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the Orbimed warrant liability is estimated by the Company based on the Monte-Carlo simulation valuation technique, in order to predict the probability of different outcomes that rely on repeated random variables. NOTE 8: - FAIR VALUE MEASUREMENTS (Cont.) The following inputs were used to estimate the fair value of the Orbimed warrant liability: March 31, December 31, 2024 2023 Stock price $ 1.53 $ 1.72 Exercise price 4.00 5.79 Expected term (in years) 5.19 5.44 Volatility 96.5% 96.8% Dividend rate — — Risk-free interest rate 4.29% 3.88% The following tables present summary of the changes in the fair value of our financial instruments: Three months ended March 31, 2024 Long-Term Loan Orbimed Warrant Liability Pre-funded warrant liability Balance as of January 1, 2024 $ 28,545 $ 240 $ — Issuance — — 24,457 Change in fair value (83) (25) (9,156) Balance as of March 31, 2024 $ 28,462 $ 215 $ 15,301 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 9: - COMMITMENTS AND CONTINGENT LIABILITIES From time to time, the Company is involved in claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Royalties The company has a liability to pay future royalties to the Israeli Innovation Authority (the “IIA”) for participation in programs sponsored by the Israeli government for the support of research and development activities. The Company is obligated to pay royalties to the IIA, amounting to 3% of the sales of the products and other related revenues (based on the U.S. dollar) generated from such projects, up to 100% of the grants received. Royalty payment obligations also bear interest at the LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the products and in the absence of such sales, no payment is required. In connection with specific research and development activities, Physimax, prior to its acquisition by the Company, received $1,011 of participation payments from the IIA. The Company’s total commitment for royalties payable with respect to future sales, based on IIA participations received, net of royalties accrued or paid, totaled $932 as of March 31, 2024. During the three-month period ended March 31,2024 and 2023 and the year ended December 31, 2023, the company recorded IIA royalties related to the acquisition of Physimax Technology in amount of $0, $0 and $1, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 10: - INTANGIBLE ASSETS a. Finite-lived other intangible assets: March 31, December 31, Weighted 2024 2023 Average Unaudited Remaining Life Original amounts: Technology $ 22,580 $ 16,936 4.9 Brand 376 376 0.2 Customer Relationship Healthcare 13,791 — 11.9 Domains 24 — 36,771 17,312 Accumulated amortization: Technology 12,748 11,586 Brand 353 322 Customer Relationship Healthcare 22 — Domains 2 — 13,125 11,908 Other intangible assets, net $ 23,646 $ 5,404 b. Amortization expenses for the three-month period ended March 31, 2024 and for the year ended December 31, 2023 amounted to c. Estimated amortization expense: For the year ended December 31, 2024 $ 3,881 2025 3,869 2026 2,820 2027 2,994 Thereafter 10,082 $ 23,646 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2024 | |
GOODWILL. | |
GOODWILL | NOTE 11: - GOODWILL The following tables set forth the changes in the carrying amount of the Company’s goodwill during the three months ended March 31, 2024 and the year ended December 31, 2023 (in thousands): December 31, 2024 As of December 31, 2022 $ 41,640 Additions — As of December 31, 2023 41,640 Additions 15,787 As of March 31, 2024 $ 57,427 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 12: - STOCKHOLDERS’ EQUITY a. On January 30, 2024, out of the pre-funded warrants that were issued in July 2020, 400,017 were exercised on a cashless basis into 400,000 shares of Common Stock. b. In January and March 2024, the Compensation Committee of the Board of Directors approved the grant of 1,941,500 restricted shares subject to time vesting to directors, officers and employees of the Company and approved the grant of 1,100,400 options to purchase Common Stock, and 320,000 performance-based options to purchase Common Stock to officers, employees, and consultants of the Company, at exercise prices between $1.68 and $2.14 per share. The time vesting restricted shares and stock options vest over various periods between two to three years commencing on the respective grant dates. The options have a ten-year term. The restricted shares and the options were issued under the Company’s 2020 Equity incentive Plan (the “2020 Plan”). c. On February 15, 2024, the Company executed a consulting agreement with a former officer of Twill. Pursuant to the terms of the consulting agreement, the Company agreed to issue to the former officer of Twill 350,000 fully vested RSUs. During the three-month period ended March 31, 2024, the Company recorded share-based compensation expenses related to this service provider in the amount of $893 . d. In February 2024, the Company issued 17,307 , 4,000 and 1,115 Series C, C-1 and C-2 preferred shares, respectively, at a purchase price of $1,000 per preferred share. The Series C and C-1 Preferred Stock are convertible into Common Stock at $2.02 per Common Stock. The Series C-2 Preferred Stock is convertible into Common Stock at $2.14 per Common Stock. As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the Offering were approximately $22,422 . In addition, the holders of preferred stock will also be entitled to dividends payable as follows: (i) a number of shares of Common Stock equal to seven and a half five percent ( 7.5% ) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four (4) quarters from the Closing Date, and (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 preferred stock then held by such holder on the fifth full quarter from the Closing Date. During the three-month period ended March 31, 2024, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series C Preferred Stock as a deemed dividend in a total amount of $744. In addition, during the three-month period ended March 31, 2024, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series A-1 and Series B Preferred Stock as a deemed dividend in a total amount of$253 and $1,037 respectively. e. Through November-December 2022 and January 2023, 6,355 Series A Preferred Stock automatically converted into 2,133,904 shares of Common Stock after completing 36-month anniversary of each the Series A Preferred Stock. The conversion included accumulative dividends payable available upon conversion of each Series A Preferred Stock. NOTE 12: - STOCKHOLDERS’ EQUITY (Cont.) f. Stock plans: On January 23, 2012, the Company’s Amended and Restated 2012 Equity Incentive Plan (the “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 the Company’s 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. The 2012 Plan has expired. On October 14, 2020, the Company’s stockholders approved the 2020 Plan. 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. In January 2023, 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 1,994,346 shares, from 3,868,514 to 5,862,860. In January 2024, 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 2,493,764 shares, from 5,862,860 to 8,356,624. NOTE 12: - STOCKHOLDERS’ EQUITY (Cont.) Transactions related to the grant of options to employees, directors, and non-employees under the above plans and non-plan options during the three-months period ended March 31 Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 2,550,829 9.27 7.02 36 Options granted 4,383,859 2.29 — — Options exercised — — — — Options expired (96,555) 14.02 — — Options forfeited (422,900) 4.71 — — Options outstanding at end of period 6,415,233 4.73 2.77 32 Options vested and expected to vest at end of period 4,888,954 4.85 7.88 32 Exercisable at end of period 2,523,700 7.72 7.04 32 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 the first quarter of 2024 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 March 31, 2024. This amount is impacted by the changes in the fair market value of the Common Stock. Transactions related to the grant of restricted shares to employees, directors, and non-employees under the above plans during the nine-month period ended March 31, 2024, (unaudited) were as follows: Number of Restricted shares Restricted shares outstanding at beginning of year (audited) 2,635,926 Restricted shares granted 1,946,500 Restricted shares forfeited (100,630) Restricted shares outstanding at end of period 4,481,796 As of March 31, 2024, the total amount of unrecognized stock-based compensation expense was approximately $11,763 which will be recognized over a weighted average period of 0.79 years. NOTE 12: - STOCKHOLDERS’ EQUITY (Cont.) The following table presents the assumptions used to estimate the fair values of the options granted to employees, directors, and non-employees in the period presented: Three months ended March 31, 2024 2023 Unaudited Volatility 94.75-97.28 % 92.05-92.62 % Risk-free interest rate 3.85-4.23 % 3.54-4.13 % Dividend yield 0 % 0 % Expected life (years) 5.00-5.88 5.81-5.88 The total compensation cost related to all of the Company’s stock-based awards recognized during the three-month period ended March 31, 2024, and 2023 was comprised as follows: Three months ended March 31, 2024 2023 Unaudited Cost of revenues $ 7 $ 27 Research and development 1,115 1,185 Sales and marketing 1,756 1,847 General and administrative 3,980 1,797 Total stock-based compensation expenses $ 6,858 $ 4,856 |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 3 Months Ended |
Mar. 31, 2024 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 13: - SELECTED STATEMENTS OF OPERATIONS DATA Financial expenses, net: Three months ended March 31, 2024 2023 Unaudited Bank charges $ 16 $ 49 Foreign currency adjustments expenses, net (35) (62) Interest income (390) (335) Revaluation of short-term investments — (16) Remeasurement of long-term loan 904 861 Remeasurement of warrant liability (9,181) (80) Total Financial expenses, net $ (8,686) $ 417 |
BASIC AND DILUTED NET EARNINGS
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2024 | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | NOTE 14: - BASIC AND DILUTED NET EARNINGS ( LOSS ) PER COMMON AND PREFERRED STOCK The Company computes net loss per share of common and preferred stock using the two-class method. Basic and diluted net earnings or loss per share is computed using the weighted-average number of shares outstanding during the period. This calculation includes the total weighted average number of the Common Stock, which includes prefunded warrants. The total number of potential common 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 26,683,383 and 5,655,446 for the three months ended March 31, 2024, and 2023, respectively. The following table sets forth the computation of the Company’s basic net loss per common and preferred stock: Three months ended March 31, 2024 Unaudited Common Stock Preferred A-1 Preferred B Preferred B-1 Preferred B-2 Preferred B-3 Preferred C Preferred C-1 Preferred C-2 Basic earnings (loss) per share Numerator: Allocation of undistributed loss $ 6,917,337 $ 289,734 $ 422,406 $ 541,361 $ 10,117 $ 73,700 $ 738,873 $ 170,769 $ 44,915 Denominator: Number of shares used in per share computation 34,442,578 3,557 6,200 7,946 150 1,106 7,417 1,714 478 Basic earnings (loss) per share amounts: Distributed earnings - deemed dividends — 71.03 67.28 67.28 66.54 68.22 77.69 77.69 73.33 Undistributed loss - allocated (0.20) (81.45) (68.13) (68.13) (67.45) (66.64) (99.62) (99.62) (93.99) Basic earnings (loss) per share $ (0.20) $ (10.42) $ (0.85) $ (0.85) $ (0.91) $ 1.58 $ (21.93) $ (21.93) $ (20.66) NOTE 14: - BASIC AND DILUTED NET EARNINGS ( LOSS ) PER COMMON AND PREFERRED STOCK (Cont.) Three months ended March 31, 2023 Unaudited Common Stock Basic loss per share Numerator: Allocation of undistributed loss $ 12,428,525 Denominator: Number of shares used in per share computation 27,570,013 Basic loss per share amounts: Distributed earnings - deemed dividends — Undistributed loss - allocated (0.45) Basic loss per share $ (0.45) For the three months March 31, 2023, the basic and diluted net loss per share of Preferred A-1 was $111.35 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15: - SUBSEQUENT EVENTS a. In April 2024, the Compensation Committee of the Board of Directors approved the grant of 260,500 restricted shares subject to time vesting to employees of the Company and approved the grant of options to purchase up to 564,900 shares of Common Stock, to employees and consultants of the Company, at exercise prices between $1.38 and $1.48 per share. The time vesting restricted shares and stock options vest over various periods between two to three years commencing on the respective grant dates. The options have a ten-year term. The restricted shares and the options were issued under the 2020 Plan. b. In April 2024, the Compensation Committee approved the grant of warrants to purchase up to 1,471,250 shares of Common Stock, with exercise prices between $1.43 to $2.00 per share to certain consultants. The warrants are exercisable into Common Stock on or before December 31, 2026. In addition, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 700,000 shares of Common Stock issued to certain consultants in the past at exercise prices between $5.20 to $6.45 per share, to an exercise price of $1.60 per share. c. In April 2024, a total of 700 of certain Series B-3 Convertible Preferred Stock were converted into 237,323 shares of Common Stock, including the issuance of dividend shares. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements as of March 31, 2024, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and |
Use of Estimates | Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. |
Short-term restricted bank deposits | b. Short-term restricted bank deposits: 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: March 31, March 31, 2024 2023 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 34,367 $ 38,789 Short-term restricted bank deposits 674 173 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 35,041 $ 38,962 |
Business and Asset Acquisitions | c. Business and Asset Acquisitions When the Company acquires a business, the purchase price is allocated to the tangible and identifiable intangible assets, net of liabilities assumed. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted-average cost of capital. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired. |
Revenue recognition | d. Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from contracts with customers,” (“ASC 606”) when (or as) it satisfies performance obligations by transferring promised hardware 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. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. The Company uses judgment in determining the SSP for its performance obligations. To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, the Company may use alternative methods to estimate the standalone selling price, such as cost plus margin approach. The Company’s payment terms are generally 45 days or less. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company determines its contracts generally to not include a significant financing component since the Company's selling prices are not subjected to billing terms nor is its purpose to receive financing from its customers or to provide customers with financing. In addition, the Company elected to apply the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company will transfer a promised good or service to a customer and when the customer will pay for that good or service will be one year or less. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) Consumers revenue The Company considers customer and distributor purchase orders to be contracts with a customer. For each contract, the Company considers the promise to transfer tangible hardware and/or services, each of which are distinct, and accounted for as separate 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. Revenue from tangible hardware is recognized when control of the hardware 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 . Commercial revenue – B2B2C The Company provides a mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Such programs include live clinical coaching, content, automated journeys, hardware, and lifestyle coaching, currently supporting diabetes, prediabetes and obesity, hypertension, behavioral health (BH) and musculoskeletal health (MSK). At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. These solutions integrate access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and is considered a single continuous service comprised of a series of distinct services recognized over time that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). Revenues related to the Company's newly acquired Twill platform are recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance. To the extent the transaction price includes variable consideration, revenue is recognized using the variable consideration allocation exception, or, if the allocation exception is not met, the Company recognizes revenue ratably based on estimates of the variable consideration to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. When the variable consideration allocation exception is met, the Company recognizes revenue each month using either on a per engaged member per month (PEMPM) or a per employee per month (PEPM) basis. Contracts typically have a duration of more than one year. Since the acquisition of Twill (note 4), the Company also provides professional services and ad serving services related to the Twill platform. Revenues related to professional services are recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance. The Company generally recognizes revenues for professional services using an input method, based on labor hours consumed, which the Company believes best depicts the transfer of the services to the customer. Revenues related to ad serving services are recognized when impressions are delivered. The Company recognizes revenue from the display of ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed. Certain of the Company’s contracts include client performance guarantees and a portion of the fees in those contracts are subject to performance-based metrics such as clinical outcomes or minimum member utilization rates. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Refunds to a customer that result from performance levels that were not met by the end of the measurement period are adjusted to the transaction price, and therefore estimated at the outset of the arrangement. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) The Company follows the guidance provided in ASC 606 for determining whether it is a principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis) in arrangements with customers that involve another party that contributes to providing specified services to a customer, based on whether the Company controls the specified good or service. Commercial revenue - Strategic partnerships The Company has also entered into contracts (Note 5) with a preferred partner and a health plan provider in which the Company provides data license, development and implementation services. |
Concentrations of credit risk | e. Concentrations of credit risk: Financial instruments that potentially subject the Company to credit risks primarily consist of cash and cash equivalents, short-term deposits, restricted deposits, and trade receivables. For cash and cash equivalents, the Company is exposed to credit risks in the event of default by the financial institutions to the extent that amounts recorded on the accompanying consolidated balance sheets exceed federally insured limits. The Company places its cash and cash equivalents and short-term deposits with financial institutions with high-quality credit ratings and has not experienced any losses in such accounts. For trade receivables, the Company is exposed to credit risk in the event of non-payment by customers to the extent of the amounts recorded on the accompanying consolidated balance sheets. Balance at Balance at beginning of period Additions Deduction end of period Three months ended March 31, 2024 Allowance for credit losses $ 163 $ 110 $ — $ 273 Year ended December 31, 2023 Allowance for credit losses $ 23 $ 140 $ — $ 163 The Company has no off-balance-sheet concentration of credit risk. As of March 31, 2024, the Company's major customers accounted for 32.8% and 25.4% of the Company's accounts receivable balance. For the three month period ended March 31, 2024, the Company's major customers accounted for 8.5% and 16.5% respectively, of the Company's revenue in the period. |
Recently issued Accounting Pronouncements | f. Recently issued Accounting Pronouncements (i) In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), “Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact on its financial statement disclosures. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) (ii) In December 2023, the FASB issued ASU 2023-09, “Income Taxes” (“Topic 740”), Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance will be effective for the Company for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 | March 31, March 31, 2024 2023 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 34,367 $ 38,789 Short-term restricted bank deposits 674 173 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 35,041 $ 38,962 |
Schedule of credit risk in the event of non-payment by customers to the extent of the amounts recorded on the accompanying consolidated balance sheets | Balance at Balance at beginning of period Additions Deduction end of period Three months ended March 31, 2024 Allowance for credit losses $ 163 $ 110 $ — $ 273 Year ended December 31, 2023 Allowance for credit losses $ 23 $ 140 $ — $ 163 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
INVENTORIES | |
Schedule of inventories | March 31, December 31, 2024 2023 Unaudited Raw materials $ 973 $ 1,015 Finished products 3,943 4,047 $ 4,916 $ 5,062 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
ACQUISITIONS | |
Allocation of the purchase price to assets and liabilities acquired | Cash and cash equivalents $ 531 Short-term restricted bank deposits 673 Trade receivables 3,329 Other accounts receivable and prepaid expenses 475 Property and equipment, net 580 Operating lease right of use assets 995 Acquisition-related intangibles 19,435 Other assets 22 Tangible assets acquired 26,040 Trade payables 2,410 Other accounts payable and accrued expenses 1,223 Deferred revenues 742 Operating lease liabilities 995 Deferred tax liability 2,001 Liabilities assumed 7,371 Fair value of net assets acquired 18,669 Goodwill 15,787 Total purchase consideration $ 34,456 |
Schedule of purchase consideration allocated to acquired intangible assets | Fair value Amortization Unaudited period (Years) Technology (1) $ 5,644 8 Customer relationship healthcare (2) 13,791 12 Total identified intangible assets acquired $ 19,435 (1) The technology has been calculated through the Income Approach, in particular the Relief from Royalty method. (2) The fair value of Twill’s customer relationships has been calculated using the MPEEM method. |
Business acquisition pro forma information | Three months ended Three months ended March 31, March 31, 2024 2023 Total revenue $ 7,721 $ 11,812 Net loss $ 15,765 $ 23,100 |
Schedule of Business Acquisitions | Amount Unaudited Number of shares of common stock issuable upon the exercise of the consideration warrants. 10,000,400 Value of each warrant issues $ 2.446 Total consideration warrant shares 24,456 Cash consideration 10,000 Total purchase price $ 34,456 The interim consolidated statement of comprehensive loss includes the following revenue and net loss attributable to Twill in 2024: 2024 Unaudited Revenues $ 1,927 Net loss $ 2,077 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
REVENUE | |
Schedule of aggregate revenue | Three months ended March 31, 2024 2023 Unaudited Commercial - Business-to-Business-to-Consumer (“B2B2C”) $ 3,470 $ 1,258 Commercial - Strategic partnerships 489 3,692 Consumers 1,799 2,116 $ 5,758 $ 7,066 |
Schedule of significant changes in deferred revenue | Balance, beginning of the period $ 997 Additions through Acquisition of Twill 742 New performance obligations 763 Reclassification to revenue as a result of satisfying performance obligations (711) Balance, end of the period $ 1,791 |
Schedule of deferred costs | Costs to fulfill a contract as of March 31, 2024, and December 31, 2023, consisted of the following: March 31, December 31, 2024 2023 Unaudited Costs to fulfill a contract, current $ 252 $ 238 Costs to fulfill a contract, noncurrent 78 59 Total costs to fulfill a contract $ 330 $ 297 Costs to fulfill a contract were as follows: Costs to fulfill a contract Beginning balance as of December 31, 2023 $ 297 Additions 121 Cost of revenue recognized (88) Ending balance as of March 31, 2024 (unaudited) 330 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | March 31, 2024 Unaudited Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Long term loan 28,462 — — 28,462 Orbimed warrant liability 215 — — 215 Pre-funded warrant liability 15,301 15,301 — — Total financial liabilities $ 43,978 $ 15,301 $ — $ 28,677 December 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Long term loan 28,545 — — 28,545 Orbimed warrant liability $ 240 — — 240 Total financial liabilities $ 28,785 $ — $ — $ 28,785 |
Summary of change in fair value of liabilities | Three months ended March 31, 2024 Long-Term Loan Orbimed Warrant Liability Pre-funded warrant liability Balance as of January 1, 2024 $ 28,545 $ 240 $ — Issuance — — 24,457 Change in fair value (83) (25) (9,156) Balance as of March 31, 2024 $ 28,462 $ 215 $ 15,301 |
Warrant Liability | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | March 31, December 31, 2024 2023 Stock price $ 1.53 $ 1.72 Exercise price 4.00 5.79 Expected term (in years) 5.19 5.44 Volatility 96.5% 96.8% Dividend rate — — Risk-free interest rate 4.29% 3.88% |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS | |
Schedule of estimated amortization expense | a. Finite-lived other intangible assets: March 31, December 31, Weighted 2024 2023 Average Unaudited Remaining Life Original amounts: Technology $ 22,580 $ 16,936 4.9 Brand 376 376 0.2 Customer Relationship Healthcare 13,791 — 11.9 Domains 24 — 36,771 17,312 Accumulated amortization: Technology 12,748 11,586 Brand 353 322 Customer Relationship Healthcare 22 — Domains 2 — 13,125 11,908 Other intangible assets, net $ 23,646 $ 5,404 b. Amortization expenses for the three-month period ended March 31, 2024 and for the year ended December 31, 2023 amounted to c. Estimated amortization expense: For the year ended December 31, 2024 $ 3,881 2025 3,869 2026 2,820 2027 2,994 Thereafter 10,082 $ 23,646 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
GOODWILL. | |
Schedule of changes in the carrying amount of goodwill | December 31, 2024 As of December 31, 2022 $ 41,640 Additions — As of December 31, 2023 41,640 Additions 15,787 As of March 31, 2024 $ 57,427 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS' EQUITY | |
Schedule of Stock option activity | Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 2,550,829 9.27 7.02 36 Options granted 4,383,859 2.29 — — Options exercised — — — — Options expired (96,555) 14.02 — — Options forfeited (422,900) 4.71 — — Options outstanding at end of period 6,415,233 4.73 2.77 32 Options vested and expected to vest at end of period 4,888,954 4.85 7.88 32 Exercisable at end of period 2,523,700 7.72 7.04 32 |
Schedule of Restricted Stock option activity | Number of Restricted shares Restricted shares outstanding at beginning of year (audited) 2,635,926 Restricted shares granted 1,946,500 Restricted shares forfeited (100,630) Restricted shares outstanding at end of period 4,481,796 |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | Three months ended March 31, 2024 2023 Unaudited Volatility 94.75-97.28 % 92.05-92.62 % Risk-free interest rate 3.85-4.23 % 3.54-4.13 % Dividend yield 0 % 0 % Expected life (years) 5.00-5.88 5.81-5.88 |
Schedule of Compensation cost | Three months ended March 31, 2024 2023 Unaudited Cost of revenues $ 7 $ 27 Research and development 1,115 1,185 Sales and marketing 1,756 1,847 General and administrative 3,980 1,797 Total stock-based compensation expenses $ 6,858 $ 4,856 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
Schedule of financial expenses (income), net | Three months ended March 31, 2024 2023 Unaudited Bank charges $ 16 $ 49 Foreign currency adjustments expenses, net (35) (62) Interest income (390) (335) Revaluation of short-term investments — (16) Remeasurement of long-term loan 904 861 Remeasurement of warrant liability (9,181) (80) Total Financial expenses, net $ (8,686) $ 417 |
BASIC AND DILUTED NET EARNING_2
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | |
Schedule of Company's basic net loss per common and preferred stock | Three months ended March 31, 2024 Unaudited Common Stock Preferred A-1 Preferred B Preferred B-1 Preferred B-2 Preferred B-3 Preferred C Preferred C-1 Preferred C-2 Basic earnings (loss) per share Numerator: Allocation of undistributed loss $ 6,917,337 $ 289,734 $ 422,406 $ 541,361 $ 10,117 $ 73,700 $ 738,873 $ 170,769 $ 44,915 Denominator: Number of shares used in per share computation 34,442,578 3,557 6,200 7,946 150 1,106 7,417 1,714 478 Basic earnings (loss) per share amounts: Distributed earnings - deemed dividends — 71.03 67.28 67.28 66.54 68.22 77.69 77.69 73.33 Undistributed loss - allocated (0.20) (81.45) (68.13) (68.13) (67.45) (66.64) (99.62) (99.62) (93.99) Basic earnings (loss) per share $ (0.20) $ (10.42) $ (0.85) $ (0.85) $ (0.91) $ 1.58 $ (21.93) $ (21.93) $ (20.66) Three months ended March 31, 2023 Unaudited Common Stock Basic loss per share Numerator: Allocation of undistributed loss $ 12,428,525 Denominator: Number of shares used in per share computation 27,570,013 Basic loss per share amounts: Distributed earnings - deemed dividends — Undistributed loss - allocated (0.45) Basic loss per share $ (0.45) |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
GENERAL | |||
Number of reporting units | segment | 1 | ||
Number of operating segment | segment | 1 | ||
Accumulated deficit | $ | $ 358,570 | $ 349,361 | |
Cash used in operations | $ | $ (13,110) | $ (4,757) |
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 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash, and cash equivalents as reported on the balance sheets | $ 34,367 | $ 36,797 | $ 38,789 | |
Short-term restricted bank deposits | 674 | 173 | ||
Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows | $ 35,041 | $ 36,797 | $ 38,962 | $ 49,470 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - credit risk in the event of non-payment by customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Balance at beginning period | $ 163 | $ 23 |
Additions | 110 | 140 |
Balance at end of period | $ 273 | $ 163 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Line Items] | |
Revenue payment term | 45 days |
Accounts Receivable | Customer Concentration | Major customer one | |
Accounting Policies [Line Items] | |
Major customer accounted | 32.80% |
Accounts Receivable | Customer Concentration | Major customer two | |
Accounting Policies [Line Items] | |
Major customer accounted | 25.40% |
Revenue Benchmark [Member] | Customer Concentration | Major customer one | |
Accounting Policies [Line Items] | |
Major customer accounted | 8.50% |
Revenue Benchmark [Member] | Customer Concentration | Major customer two | |
Accounting Policies [Line Items] | |
Major customer accounted | 16.50% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
INVENTORIES | ||
Raw materials | $ 973 | $ 1,015 |
Finished products | 3,943 | 4,047 |
Inventory, Net | $ 4,916 | $ 5,062 |
INVENTORIES - Additional inform
INVENTORIES - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
INVENTORIES | ||
Inventory Write-down | $ 0 | $ 121 |
ACQUISITIONS - Acquisition of T
ACQUISITIONS - Acquisition of Twill (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Asset Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Pre-funded warrants | |||
Asset Acquisition [Line Items] | |||
Warrants to purchase common stock | 10,000,400 | ||
Twill Inc (Merger Agreement) | |||
Asset Acquisition [Line Items] | |||
Cash consideration | $ 10,000 | ||
Acquisition related costs | $ 722 | ||
Twill Inc (Merger Agreement) | Warrants and restricted stock units ("RSUs") | |||
Asset Acquisition [Line Items] | |||
Warrants to purchase common stock | 733,562 | ||
Twill Inc (Merger Agreement) | Employees [Member] | Employee Stock Option [Member] | |||
Asset Acquisition [Line Items] | |||
Warrants to purchase common stock | 2,963,459 | ||
Twill Inc (Merger Agreement) | Pre-funded warrants | |||
Asset Acquisition [Line Items] | |||
Warrants to purchase common stock | 10,000,400 | ||
Common stock, par value (in dollars per share) | $ 0.0001 |
ACQUISITIONS - Allocation of th
ACQUISITIONS - Allocation of the purchase price to the assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 15, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Allocation of the purchase price to the assets acquired and liabilities assumed | ||||
Goodwill | $ 57,427 | $ 41,640 | $ 41,640 | |
Twill Inc (Merger Agreement) | ||||
Allocation of the purchase price to the assets acquired and liabilities assumed | ||||
Cash acquired | $ 531 | |||
Short-term restricted bank deposits | 673 | |||
Trade receivables | 3,329 | |||
Other accounts receivable and prepaid expenses | 475 | |||
Property and equipment, net | 580 | |||
Operating lease right of use assets | 995 | |||
Acquisition-related intangibles | 19,435 | |||
Other assets | 22 | |||
Tangible assets acquired | 26,040 | |||
Trade payables | 2,410 | |||
Other accounts payable and accrued expenses | 1,223 | |||
Deferred revenues | 742 | |||
Operating lease liabilities | 995 | |||
Deferred tax liability | $ 2,001 | 2,001 | ||
Liabilities assumed | 7,371 | |||
Fair value of net assets acquired | 18,669 | |||
Goodwill | 15,787 | |||
Total purchase price | $ 34,456 |
ACQUISITIONS - Purchase conside
ACQUISITIONS - Purchase consideration allocated to acquired intangible assets (Details) - Twill Inc (Merger Agreement) $ in Thousands | Feb. 15, 2024 USD ($) |
Purchase consideration allocated to acquired intangible assets | |
Fair value | $ 19,435 |
Technology | |
Purchase consideration allocated to acquired intangible assets | |
Fair value | 5,644 |
Customer relationship healthcare | |
Purchase consideration allocated to acquired intangible assets | |
Fair value | $ 13,791 |
ACQUISITIONS - Purchase price (
ACQUISITIONS - Purchase price (Details) - Twill Inc (Merger Agreement) $ / shares in Units, shares in Thousands, $ in Thousands | Feb. 15, 2024 USD ($) $ / shares shares |
ACQUISITIONS | |
Number of shares of common stock issuable upon the exercise of the consideration warrants. | shares | 10,000,400 |
Value of each warrant issues | $ / shares | $ 2.446 |
Total consideration warrant shares | $ 24,456 |
Cash consideration | 10,000 |
Total consideration | $ 34,456 |
ACQUISITIONS - Revenue and net
ACQUISITIONS - Revenue and net loss (Details) - Twill Inc (Merger Agreement) $ in Thousands | Feb. 15, 2024 USD ($) |
ACQUISITIONS | |
Revenues | $ 1,927 |
Net loss | $ 2,077 |
ACQUISITIONS - Unaudited pro fo
ACQUISITIONS - Unaudited pro forma results as if the acquired as of January 1, 2023 (Details) - Twill Inc (Merger Agreement) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
ACQUISITIONS | ||
Total revenue | $ 7,721 | $ 11,812 |
Net loss | $ 15,765 | $ 23,100 |
REVENUE - Total revenues (Detai
REVENUE - Total revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 21, 2023 | Aug. 31, 2022 | |
Revenues | $ 5,758 | $ 7,066 | ||||
Fixed consideration | $ 90 | $ 2,650 | ||||
Scenario, Plan [Member] | ||||||
Revenues | $ 30,000 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||||||
Performance obligation | $ 1,679 | |||||
Remaining performance obligation period | 1 year | |||||
Consumers | ||||||
Revenues | $ 1,799 | 2,116 | ||||
Commercial - Business-to-Business-to-Consumer ("B2B2C") | ||||||
Revenues | 3,470 | 1,258 | ||||
Commercial - Strategic partnerships | ||||||
Revenues | 489 | 3,692 | ||||
Services | ||||||
Revenues | 4,160 | 5,256 | ||||
Development Services Per Exclusive Agreement Year One [Member] | ||||||
Revenues | $ 4,000 | |||||
Development Services Per Exclusive Agreement Year Two [Member] | ||||||
Revenues | 1,485 | |||||
Development Services Per Exclusive Agreement Year Three [Member] | ||||||
Revenues | 489 | 0 | ||||
Development Services Per Exclusive Agreement Year Three [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||||||
Performance obligation | $ 113 | |||||
Remaining performance obligation period | 3 months | |||||
National Health Plan Statement of Work Agreement [Member] | ||||||
Revenues | $ 707 |
REVENUE - Deferred revenue (Det
REVENUE - Deferred revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Balance, beginning of the period | $ 997 |
Additions through Acquisition of Twill | 742 |
New performance obligations | 763 |
Reclassification to revenue as a result of satisfying performance obligations | (711) |
Balance, end of the period | 1,791 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Performance obligation | $ 1,679 |
Remaining performance obligation period | 1 year |
REVENUE - Deferred Costs (Detai
REVENUE - Deferred Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
REVENUE | ||
Costs to fulfill a contract, current | $ 252 | $ 238 |
Costs to fulfill a contract, noncurrent | 78 | 59 |
Total costs to fulfill a contract | $ 330 | $ 297 |
REVENUE - Deferred Costs Activi
REVENUE - Deferred Costs Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
REVENUE | |
Beginning balance | $ 297 |
Additions | 121 |
Cost of revenue recognized | (88) |
Ending balance | $ 330 |
DEBT - Narratives (Details)
DEBT - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
May 01, 2023 | Mar. 31, 2024 | |
LONG TERM DEBT | ||
Initial Commitment Amount | $ 30,000 | |
Proceeds allocated to loan | $ 28,215 | |
Proceeds allocated to warrants | 1,389 | |
Remeasurement income | $ 82 | |
Credit Facility | ||
LONG TERM DEBT | ||
Loan Facility | $ 25,000 | |
Senior Secured Credit Facility | ||
LONG TERM DEBT | ||
Term of debt | 4 years | |
Loan Facility | $ 30,000 | |
Discretionary amount | $ 10,000 | |
Percentage considered for calculation of interest rate | 4.50% | |
Maximum amount of amount convertible in to common stock | $ 2,000 | |
Fixed percentage considered for calculation of interest rate | 12.50% | |
Loan facility, interest rate | 5% | |
Unrestricted Cash in Deposit Accounts | $ 5,000 | |
Conversion price per share on percentage of effective exercise price of warrant | 120% | |
Warrant to purchase shares | 292,442 | |
Warrants purchase price | $ 3.334 | |
Term of warrant | 5 years | |
Senior Secured Credit Facility | Maximum | ||
LONG TERM DEBT | ||
Loan Facility | $ 40,000 |
WARRANT LIABILITY Orbimed warra
WARRANT LIABILITY Orbimed warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 09, 2022 | |
Class of Warrant or Right [Line Items] | |||
Remeasurement of liability | $ (9,181) | $ (80) | |
Orbimed Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant to purchase shares | 226,586 | ||
Warrants purchase price | $ 4 | $ 6.62 | |
Term of warrant | 7 years | ||
Remeasurement of liability | $ 26 | $ 80 |
WARRANT LIABILITY - Pre-funded
WARRANT LIABILITY - Pre-funded warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Feb. 15, 2024 | |
Class of Warrant or Right [Line Items] | |||
Remeasurement of liability | $ (9,181) | $ (80) | |
Pre-funded warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of shares called by warrants | 10,000,400 | ||
Remeasurement of liability | $ 9,156 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | May 01, 2023 USD ($) | Mar. 31, 2024 |
Financial Liabilities: | ||
Fair value of warrants | $ 1,413 | |
Long term loan measurement input | 0.19 | |
Initial Commitment Amount | $ 30,000 | |
Prime Rate | ||
Financial Liabilities: | ||
Spread on variable rate | 4.50% | |
Minimum interest rate | 12.50% |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 43,978 | $ 28,785 |
Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 28,462 | 28,545 |
Pre-funded warrants | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 15,301 | |
Orbimed Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 215 | 240 |
Level 1 | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 15,301 | |
Level 1 | Pre-funded warrants | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 15,301 | |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 28,677 | 28,785 |
Level 3 | Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 28,462 | 28,545 |
Level 3 | Orbimed Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 215 | $ 240 |
FAIR VALUE MEASUREMENTS - Signi
FAIR VALUE MEASUREMENTS - Significant unobservable inputs (Details) - Monte-Carlo simulation valuation technique - Level 3 | Mar. 31, 2024 $ / shares Y | Dec. 31, 2023 $ / shares Y |
Stock price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 1.53 | 1.72 |
Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 4 | 5.79 |
Expected Term (in years) | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | Y | 5.19 | 5.44 |
Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 0.965 | 0.968 |
Risk-free interest rate | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 0.0429 | 0.0388 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Long Term Loan | |
Liabilities | |
Beginning Balance | $ 28,545 |
Change in fair value | (83) |
Ending Balance | 28,462 |
Pre-funded warrants | |
Liabilities | |
Issuance | 24,457 |
Change in fair value | (9,156) |
Ending Balance | 15,301 |
Orbimed Warrants | |
Liabilities | |
Beginning Balance | 240 |
Change in fair value | (25) |
Ending Balance | $ 215 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - Physimax Technologies Ltd. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating Leased Assets [Line Items] | |||
Percentage of royalties payable on sales of products and other revenues | 3% | ||
Maximum percentage of royalty payable on grants received | 100% | ||
Israeli Innovation Authority (IIA) | |||
Operating Leased Assets [Line Items] | |||
Participation grant payment received | $ 1,011 | ||
Royalties payable, net of royalties paid or accrued | 932 | ||
Royalty expenses recorded | $ 0 | $ 0 | $ 1 |
INTANGIBLE ASSETS - Definite-li
INTANGIBLE ASSETS - Definite-lived other intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Original amounts: | ||
Original amounts: | $ 36,771 | $ 17,312 |
Accumulated amortization | 13,125 | 11,908 |
Other intangible assets, net | 23,646 | 5,404 |
Amortization expense | 1,216 | 4,512 |
Technology | ||
Original amounts: | ||
Original amounts: | 22,580 | 16,936 |
Accumulated amortization | $ 12,748 | 11,586 |
Amortization period | 4 years 10 months 24 days | |
Trademarks | ||
Original amounts: | ||
Original amounts: | $ 376 | 376 |
Accumulated amortization | $ 353 | $ 322 |
Amortization period | 2 months 12 days | |
Customer relationship healthcare | ||
Original amounts: | ||
Original amounts: | $ 13,791 | |
Accumulated amortization | $ 22 | |
Amortization period | 11 years 10 months 24 days | |
Domain Name | ||
Original amounts: | ||
Original amounts: | $ 24 | |
Accumulated amortization | $ 2 |
INTANGIBLE ASSETS - Estimated a
INTANGIBLE ASSETS - Estimated amortization expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
INTANGIBLE ASSETS | ||
Remainder of 2024 | $ 3,881 | |
2025 | 3,869 | |
2026 | 2,820 | |
2027 | 2,994 | |
Thereafter | 10,082 | |
Other intangible assets, net | $ 23,646 | $ 5,404 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Changes in the carrying amount of goodwill | |
Goodwill, Beginning Balance | $ 41,640 |
Acquisitions | 15,787 |
Goodwill, Ending Balance | $ 57,427 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||||
Mar. 31, 2024 | Feb. 15, 2024 | Jan. 30, 2024 | May 01, 2023 | Mar. 31, 2024 | Feb. 29, 2024 | Jan. 31, 2024 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Deemed dividend | $ (2,034) | |||||||||||
Options granted, Number of options | 4,383,859 | |||||||||||
Compensation expenses | $ 6,858 | $ 4,856 | ||||||||||
Number of shares issued | 20,206 | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 20,206 | |||||||||||
Not yet recognized | $ 11,763 | $ 11,763 | 11,763 | |||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 9 months 14 days | |||||||||||
Credit Facility | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Loan Facility | $ 25,000 | |||||||||||
Senior Secured Credit Facility | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Maximum amount of amount convertible in to common stock | $ 2,000 | |||||||||||
Warrants purchase price | $ 3.334 | |||||||||||
Warrant to purchase shares | 292,442 | |||||||||||
Loan Facility | $ 30,000 | |||||||||||
Term of warrant | 5 years | |||||||||||
Twill Inc (Merger Agreement) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant compensation expense | $ 893 | |||||||||||
Maximum [Member] | Senior Secured Credit Facility | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Loan Facility | $ 40,000 | |||||||||||
2020 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 8,356,624 | 5,862,860 | 5,862,860 | 3,868,514 | ||||||||
Number of additional shares authorized under share-based payment arrangement | 2,493,764 | 1,994,346 | ||||||||||
2020 Plan | Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price of options, minimum | $ 1.68 | $ 1.68 | ||||||||||
2020 Plan | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price of options, maximum | $ 2.14 | $ 2.14 | ||||||||||
Convertible Preferred Stock, Series A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock convertible shares issued | 6,355 | 6,355 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,133,904 | 2,133,904 | ||||||||||
Series A-1 Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Deemed dividend | 253 | |||||||||||
Series B Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Deemed dividend | 1,037 | |||||||||||
Series C Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Deemed dividend | $ 744 | |||||||||||
Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued upon conversion of preferred stock | (3,582) | |||||||||||
Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued upon conversion of preferred stock | 10 | |||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 22,422 | |||||||||||
Percentage of number of common stock issuable upon conversion for each quarter of holding for dividend payable | 7.50% | |||||||||||
Percentage of number of common stock issuable upon conversion on the fifth quarter for dividend payable | 15% | |||||||||||
Additional Paid-in Capital [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued | $ 20,206 | |||||||||||
Restricted Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Granted shares, other than options | 1,946,500 | |||||||||||
RSUs | Twill Inc (Merger Agreement) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 350,000 | |||||||||||
Employee Stock Option [Member] | 2020 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Term of option | 10 years | 10 years | ||||||||||
Time vesting restricted shares and stock options | 2020 Plan | Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
Time vesting restricted shares and stock options | 2020 Plan | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Vesting period | 3 years | 3 years | ||||||||||
Series C Purchase Agreement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued | $ 22,422 | |||||||||||
Purchase price | $ 1,000 | |||||||||||
Series C Purchase Agreement | Series C Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 17,307 | |||||||||||
Series C Purchase Agreement | Series C and C-1 Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible Preferred Stock, Conversion Price | $ 2.02 | |||||||||||
Series C Purchase Agreement | Series C-1 Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 4,000 | |||||||||||
Series C Purchase Agreement | Series C-2 Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 1,115 | |||||||||||
Convertible Preferred Stock, Conversion Price | $ 2.14 | |||||||||||
Employees [Member] | Employee Stock Option [Member] | Twill Inc (Merger Agreement) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 2,963,459 | |||||||||||
Board Of Directors, Officers And Employees [Member] | Restricted Stock | 2020 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Granted shares, other than options | 1,941,500 | 1,941,500 | ||||||||||
Employee Consultant [Member] | 2020 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Options granted, Number of options | 1,100,400 | 1,100,400 | ||||||||||
Employee Consultant [Member] | Performance-based stock options | 2020 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Options granted, Number of options | 320,000 | 320,000 | ||||||||||
Pre-funded warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants exercisable | 400,017 | |||||||||||
Warrants to purchase common stock | 10,000,400 | |||||||||||
Issuance of common stock | 400,000 | |||||||||||
Pre-funded warrants | Twill Inc (Merger Agreement) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 10,000,400 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of period, Number of options | shares | 2,550,829 | |
Options granted, Number of options | shares | 4,383,859 | |
Options expired, Number of options | shares | (96,555) | |
Options forfeited, Number of options | shares | (422,900) | |
Options outstanding at end of period, Number of options | shares | 6,415,233 | 2,550,829 |
Options vested and expected to vest at end of period, Number of options | shares | 4,888,954 | |
Exercisable at end of period, Number of options | shares | 2,523,700 | |
Options outstanding at beginning of period, Weighted average exercise price | $ / shares | $ 9.27 | |
Options granted, Weighted average exercise price | $ / shares | 2.29 | |
Options expired, Weighted average exercise price | $ / shares | 14.02 | |
Options forfeited, Weighted average exercise price | $ / shares | 4.71 | |
Options outstanding at end of period, Weighted average exercise price | $ / shares | 4.73 | $ 9.27 |
Options vested and expected to vest at end of period, Weighted average exercise price | $ / shares | 4.85 | |
Exercisable at end of period, Weighted average exercise price | $ / shares | $ 7.72 | |
Options outstanding at, Weighted Average remaining contractual life | 2 years 9 months 7 days | 7 years 7 days |
Options vested and expected to vest at end of period, Weighted Average remaining contractual life | 7 years 10 months 17 days | |
Exercisable at end of year, Weighted Average remaining contractual life | 7 years 14 days | |
Options outstanding at beginning of period, Aggregate Intrinsic value | $ | $ 36 | |
Options outstanding at end of period, Aggregate Intrinsic value | $ | 32 | $ 36 |
Options vested and expected to vest at end of period, Aggregate Intrinsic value | $ | 32 | |
Exercisable at end of period, Aggregate Intrinsic value | $ | $ 32 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted shares (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2024 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares outstanding at beginning of year (audited) | 2,635,926 |
Restricted shares granted | 1,946,500 |
Restricted shares forfeited | (100,630) |
Restricted shares outstanding at end of period | 4,481,796 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) - Employees, Directors And Non-Employee [Member] | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 94.75% | 92.05% |
Volatility, Maximum | 97.28% | 92.62% |
Risk-free interest rate, Minimum | 3.85% | 3.54% |
Risk-free interest rate, Maximum | 4.23% | 4.13% |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years | 5 years 9 months 21 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 10 months 17 days | 5 years 10 months 17 days |
STOCKHOLDERS' EQUITY - Compensa
STOCKHOLDERS' EQUITY - Compensation cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 6,858 | $ 4,856 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 7 | 27 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 1,115 | 1,185 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 1,756 | 1,847 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 3,980 | $ 1,797 |
SELECTED STATEMENTS OF OPERAT_3
SELECTED STATEMENTS OF OPERATIONS DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
SELECTED STATEMENTS OF OPERATIONS DATA | ||
Bank charges | $ 16 | $ 49 |
Foreign currency adjustments expenses, net | (35) | (62) |
Interest income | (390) | (335) |
Revaluation of short-term investments | (16) | |
Remeasurement of long-term loan | (904) | (861) |
Remeasurement of warrant liability | (9,181) | (80) |
Total financial expenses (income), net | $ (8,686) | $ 417 |
BASIC AND DILUTED NET EARNING_3
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | ||
Number of potential common shares | 26,683,383 | 5,655,446 |
BASIC AND DILUTED NET EARNING_4
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK - Company's basic net loss per common and preferred stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Denominator: | ||
Number of shares used in per share computation | 34,442,578 | 27,570,013 |
Basic loss per share amounts: | ||
Basic losses per share | $ 0.20 | $ 0.45 |
Diluted loss per share | $ 0.20 | 0.45 |
Preferred A-1 | ||
Basic loss per share amounts: | ||
Basic losses per share | 111.35 | |
Diluted loss per share | $ 111.35 | |
Preferred Stock | ||
Numerator: | ||
Allocation of undistributed loss | $ 422,406 | |
Denominator: | ||
Number of shares used in per share computation | 6,200 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 67.28 | |
Undistributed loss - allocated | (68.13) | |
Basic losses per share | $ (0.85) | |
Preferred Stock | Preferred A | ||
Denominator: | ||
Number of shares used in per share computation | 3,557 | |
Preferred Stock | Preferred A-1 | ||
Numerator: | ||
Allocation of undistributed loss | $ 289,734 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 71.03 | |
Undistributed loss - allocated | (81.45) | |
Basic losses per share | $ (10.42) | |
Preferred Stock | Preferred B-1 | ||
Numerator: | ||
Allocation of undistributed loss | $ 541,361 | |
Denominator: | ||
Number of shares used in per share computation | 7,946 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 67.28 | |
Undistributed loss - allocated | (68.13) | |
Basic losses per share | $ (0.85) | |
Preferred Stock | Preferred B-2 | ||
Numerator: | ||
Allocation of undistributed loss | $ 10,117 | |
Denominator: | ||
Number of shares used in per share computation | 150 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 66.54 | |
Undistributed loss - allocated | (67.45) | |
Basic losses per share | $ (0.91) | |
Preferred Stock | Preferred B-3 | ||
Numerator: | ||
Allocation of undistributed loss | $ 73,700 | |
Denominator: | ||
Number of shares used in per share computation | 1,106 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 68.22 | |
Undistributed loss - allocated | (66.64) | |
Basic losses per share | $ 1.58 | |
Preferred Stock | Series C Preferred Stock | ||
Numerator: | ||
Allocation of undistributed loss | $ 738,873 | |
Denominator: | ||
Number of shares used in per share computation | 7,417 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 77.69 | |
Undistributed loss - allocated | (99.62) | |
Basic losses per share | $ (21.93) | |
Preferred Stock | Series C-1 Preferred Stock | ||
Numerator: | ||
Allocation of undistributed loss | $ 170,769 | |
Denominator: | ||
Number of shares used in per share computation | 1,714 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 77.69 | |
Undistributed loss - allocated | (99.62) | |
Basic losses per share | $ (21.93) | |
Preferred Stock | Series C-2 Preferred Stock | ||
Numerator: | ||
Allocation of undistributed loss | $ 44,915 | |
Denominator: | ||
Number of shares used in per share computation | 478 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 73.33 | |
Undistributed loss - allocated | (93.99) | |
Basic losses per share | $ (20.66) | |
Common Stock | ||
Numerator: | ||
Allocation of undistributed loss | $ 6,917,337 | $ 12,428,525 |
Denominator: | ||
Number of shares used in per share computation | 34,442,578 | 27,570,013 |
Basic loss per share amounts: | ||
Undistributed loss - allocated | $ (0.20) | $ (0.45) |
Basic losses per share | $ (0.20) | $ (0.45) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2024 | Mar. 31, 2024 | Jan. 31, 2024 | Mar. 31, 2024 | |
SUBSEQUENT EVENTS | ||||
Options granted, Number of options | 4,383,859 | |||
2020 Plan | Minimum | ||||
SUBSEQUENT EVENTS | ||||
Exercise price of options, minimum | $ 1.68 | $ 1.68 | ||
2020 Plan | Maximum | ||||
SUBSEQUENT EVENTS | ||||
Exercise price of options, maximum | $ 2.14 | $ 2.14 | ||
Restricted Stock | ||||
SUBSEQUENT EVENTS | ||||
Restricted shares granted | 1,946,500 | |||
Subsequent Event | ||||
SUBSEQUENT EVENTS | ||||
Warrants to purchase common stock | 1,471,250 | |||
Subsequent Event | Minimum | ||||
SUBSEQUENT EVENTS | ||||
Warrants purchase price | $ 1.43 | |||
Subsequent Event | Maximum | ||||
SUBSEQUENT EVENTS | ||||
Warrants purchase price | $ 2 | |||
Subsequent Event | Reduction in Exercise Price | ||||
SUBSEQUENT EVENTS | ||||
Warrants to purchase common stock | 700,000 | |||
Warrants purchase price | $ 1.60 | |||
Subsequent Event | Reduction in Exercise Price | Minimum | ||||
SUBSEQUENT EVENTS | ||||
Warrants purchase price | 5.20 | |||
Subsequent Event | Reduction in Exercise Price | Maximum | ||||
SUBSEQUENT EVENTS | ||||
Warrants purchase price | $ 6.45 | |||
Subsequent Event | Series B Convertible Preferred Stock | ||||
SUBSEQUENT EVENTS | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 237,323 | |||
Number of shares converted | 700 | |||
Subsequent Event | 2020 Plan | ||||
SUBSEQUENT EVENTS | ||||
Exercise price of options, minimum | $ 1.38 | |||
Exercise price of options, maximum | $ 1.48 | |||
Subsequent Event | 2020 Plan | Officers, employees and consultants | ||||
SUBSEQUENT EVENTS | ||||
Options granted, Number of options | 564,900 | |||
Subsequent Event | Restricted Stock | 2020 Plan | Minimum | ||||
SUBSEQUENT EVENTS | ||||
Vesting period | 2 years | |||
Subsequent Event | Restricted Stock | 2020 Plan | Maximum | ||||
SUBSEQUENT EVENTS | ||||
Vesting period | 3 years | |||
Subsequent Event | Restricted Stock | 2020 Plan | Directors, Officers and Employees [Member] | ||||
SUBSEQUENT EVENTS | ||||
Restricted shares granted | 260,500 | |||
Subsequent Event | Employee Stock Option [Member] | 2020 Plan | ||||
SUBSEQUENT EVENTS | ||||
Expected life (years) | 10 years |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (7,175) | $ (12,825) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |