Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 142 W. 57th St., 8th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 646 | |
Local Phone Number | 665-4667 | |
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 $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | DRIO | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,575,633 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 51,331 | $ 28,590 |
Short-term restricted bank deposits | 251 | 187 |
Trade receivables | 2,106 | 124 |
Inventories | 4,058 | 2,293 |
Other accounts receivable and prepaid expenses | 1,481 | 2,934 |
Total current assets | 59,227 | 34,128 |
NON-CURRENT ASSETS: | ||
Deposits | 20 | 20 |
Operation lease right of use assets | 361 | 498 |
Long-term assets | 57 | 185 |
Property and equipment, net | 713 | 576 |
Intangible assets, net | 17,409 | |
Goodwill | 39,399 | |
Total non-current assets | 57,959 | 1,279 |
Total assets | 117,186 | 35,407 |
CURRENT LIABILITIES: | ||
Trade payables | 3,990 | 2,480 |
Deferred revenues | 1,213 | 1,224 |
Operating lease liabilities | 293 | 310 |
Other accounts payable and accrued expenses | 7,185 | 3,020 |
Total current liabilities | 12,681 | 7,034 |
OPERATING LEASE LIABILITIES | 66 | 222 |
STOCKHOLDERS' EQUITY | ||
Common Stock of $0.0001 par value - Authorized: 160,000,000 shares at September 30, 2021 (unaudited) and December 31, 2020; Issued and Outstanding: 16,509,344 and 8,119,493 shares at September 30, 2021 (unaudited) and December 31, 2020, respectively | ||
Preferred Stock of $0.0001 par value - Authorized: 5,000,000 shares at September 30, 2021 (unaudited) and December 31, 2020; Issued and Outstanding: 12,097 and 15,823 shares at September 30, 2021 (unaudited) and December 31, 2020, respectively | ||
Additional paid-in capital | 304,382 | 171,399 |
Accumulated deficit | (199,943) | (143,248) |
Total stockholders' equity | 104,439 | 28,151 |
Total liabilities and stockholders' equity | $ 117,186 | $ 35,407 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 16,509,344 | 8,119,493 |
Common stock, shares, outstanding | 16,509,344 | 8,119,493 |
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 | 12,097 | 15,823 |
Preferred stock, shares outstanding | 12,097 | 15,823 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Revenues | $ 5,629 | $ 2,042 | $ 14,485 | $ 5,496 |
Cost of revenues | 3,097 | 1,493 | 7,746 | 3,532 |
Amortization of acquired intangible assets and inventories step-up | 1,706 | 3,324 | ||
Gross profit | 826 | 549 | 3,415 | 1,964 |
Operating expenses: | ||||
Research and development | 5,506 | 954 | 11,903 | 3,010 |
Sales and marketing | 10,696 | 3,635 | 27,476 | 10,334 |
General and administrative | 7,123 | 2,562 | 18,865 | 9,459 |
Total operating expenses | 23,325 | 7,151 | 58,244 | 22,803 |
Operating loss | (22,499) | (6,602) | (54,829) | (20,839) |
Total financial (income) expenses, net | (55) | (52) | 346 | (391) |
Net loss | (22,444) | (6,550) | (55,175) | (20,448) |
Deemed dividend | 488 | 930 | 1,520 | 2,991 |
Net loss attributable to holders of Common Stock | $ (22,932) | $ (7,480) | $ (56,695) | $ (23,439) |
Net loss per share: | ||||
Basic net loss per share | $ (1.18) | $ (0.71) | $ (2.98) | $ (2.95) |
Diluted net loss per share | $ (1.18) | $ (0.71) | $ (2.98) | $ (2.95) |
Weighted average number of Common Stock used in computing basic net loss per share | 16,473,449 | 7,328,420 | 16,202,541 | 4,856,115 |
Weighted average number of Common Stock used in computing diluted net loss per share | 16,473,449 | 7,328,420 | 16,202,541 | 4,856,115 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common StockUpright Technologies Ltd | Common StockwayForward | Common Stock | Preferred Stock [Member] | Additional Paid-in Capital [Member]Upright Technologies Ltd | Additional Paid-in Capital [Member]wayForward | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Upright Technologies Ltd | wayForward | Total |
Balance at Dec. 31, 2019 | $ 129,039 | $ (110,145) | $ 18,894 | ||||||||
Balance (in shares) at Dec. 31, 2019 | 2,235,649 | 21,375 | |||||||||
Payment for executives and directors under Stock for Salary Program | 274 | 274 | |||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 47,074 | ||||||||||
Issuance of common stock to directors and employees | 4,076 | 4,076 | |||||||||
Issuance of common stock to directors and employees (in shares) | 654,246 | ||||||||||
Issuance of common stock to consultants and service provider | 360 | 360 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 66,905 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (2,160) | 12 | |||||||||
Deemed dividend related to warrants exchange | 376 | (376) | |||||||||
Deemed dividend related to warrants exchange (in shares) | 97,536 | ||||||||||
Deemed dividend related to issuance of preferred stock | 899 | (899) | |||||||||
Issuance of warrants to service providers | 1,131 | 1,131 | |||||||||
Stock-based compensation | 583 | 583 | |||||||||
Net loss | (9,892) | (9,892) | |||||||||
Balance at Mar. 31, 2020 | 136,738 | (121,312) | 15,426 | ||||||||
Balance (in shares) at Mar. 31, 2020 | 3,103,570 | 21,363 | |||||||||
Balance at Dec. 31, 2019 | 129,039 | (110,145) | 18,894 | ||||||||
Balance (in shares) at Dec. 31, 2019 | 2,235,649 | 21,375 | |||||||||
Net loss | (20,448) | ||||||||||
Balance at Sep. 30, 2020 | 168,618 | (133,584) | 35,034 | ||||||||
Balance (in shares) at Sep. 30, 2020 | 7,892,308 | 15,879 | |||||||||
Balance at Mar. 31, 2020 | 136,738 | (121,312) | 15,426 | ||||||||
Balance (in shares) at Mar. 31, 2020 | 3,103,570 | 21,363 | |||||||||
Payment for executives and directors under Stock for Salary Program | 141 | 141 | |||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 37,504 | ||||||||||
Issuance of common stock to directors and employees | 17 | 17 | |||||||||
Issuance of common stock to directors and employees (in shares) | 4,638 | ||||||||||
Issuance of common stock to consultants and service provider | 180 | 180 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 36,249 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (917,130) | 3,965 | |||||||||
Deemed dividend related to issuance of preferred stock | 786 | (786) | |||||||||
Issuance of warrants to service providers | 150 | 150 | |||||||||
Stock-based compensation | 318 | 318 | |||||||||
Net loss | (4,006) | (4,006) | |||||||||
Balance at Jun. 30, 2020 | 138,330 | (126,104) | 12,226 | ||||||||
Balance (in shares) at Jun. 30, 2020 | 4,099,091 | 17,398 | |||||||||
Payment for executives and directors under Stock for Salary Program | 193 | 193 | |||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 38,771 | ||||||||||
Exercise of placement agent warrants (in shares) | 144,053 | ||||||||||
Exercise of repriced warrants | 1,088 | 1,088 | |||||||||
Exercise of repriced warrants (in shares) | 88,889 | ||||||||||
Issuance of common stock to directors and employees | 670 | 670 | |||||||||
Issuance of common stock to directors and employees (in shares) | 52,936 | ||||||||||
Issuance of common stock to consultants and service provider | 531 | 531 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 58,458 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (345,577) | ||||||||||
Deemed dividend related to warrants exchange | 223 | (223) | |||||||||
Deemed dividend related to warrants exchange (in shares) | 63,781 | ||||||||||
Deemed dividend related to issuance of preferred stock | 707 | (707) | |||||||||
Issuance of warrants to service providers | 90 | 90 | |||||||||
Stock-based compensation | 326 | 326 | |||||||||
Issuance of common stock, net of issuance cost | 26,460 | 26,460 | |||||||||
Issuance of common stock, net of issuance cost (in shares) | 3,000,752 | ||||||||||
Net loss | (6,550) | (6,550) | |||||||||
Balance at Sep. 30, 2020 | 168,618 | (133,584) | 35,034 | ||||||||
Balance (in shares) at Sep. 30, 2020 | 7,892,308 | 15,879 | |||||||||
Balance at Dec. 31, 2020 | 171,399 | (143,248) | 28,151 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 8,119,493 | 15,823 | |||||||||
Payment for executives and directors under Stock for Salary Program | 72 | 72 | |||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 5,579 | ||||||||||
Exercise of options | 201 | 201 | |||||||||
Exercise of options (In Shares) | 33,773 | ||||||||||
Exercise of placement agent warrants (in shares) | 92,575 | ||||||||||
Exercise of Warrants | 633 | 633 | |||||||||
Exercise of Warrants (in shares) | 219,760 | ||||||||||
Issuance of common stock to consultants and service provider | 1,484 | 1,484 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 102,667 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (802,061) | (3,423) | |||||||||
Deemed dividend related to issuance of preferred stock | 544 | (544) | |||||||||
Issuance of warrants to service providers | 846 | 846 | |||||||||
Stock-based compensation | 2,036 | 2,036 | |||||||||
Stock-based compensation (in shares) | 1,056,643 | ||||||||||
Issuance of common stock, net of issuance cost | 64,877 | 64,877 | |||||||||
Issuance of common stock, net of issuance cost (in shares) | 3,278,688 | ||||||||||
Issuance of common stock for upon acquisition | $ 28,933 | $ 28,933 | |||||||||
Issuance of common stock for upon acquisition (in shares) | 1,687,612 | ||||||||||
Net loss | (14,966) | (14,966) | |||||||||
Balance at Mar. 31, 2021 | 271,025 | (158,758) | 112,267 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 15,398,851 | 12,400 | |||||||||
Balance at Dec. 31, 2020 | 171,399 | (143,248) | 28,151 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 8,119,493 | 15,823 | |||||||||
Exercise of options | $ 256 | ||||||||||
Exercise of options (In Shares) | 40,545 | ||||||||||
Net loss | $ (55,175) | ||||||||||
Balance at Sep. 30, 2021 | 304,382 | (199,943) | 104,439 | ||||||||
Balance (in shares) at Sep. 30, 2021 | 16,509,344 | 12,097 | |||||||||
Balance at Mar. 31, 2021 | 271,025 | (158,758) | 112,267 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 15,398,851 | 12,400 | |||||||||
Payment for executives and directors under Stock for Salary Program | 27 | ||||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 1,754 | ||||||||||
Exercise of options | 55 | 55 | |||||||||
Exercise of options (In Shares) | 6,772 | ||||||||||
Exercise of placement agent warrants (in shares) | 18,486 | ||||||||||
Exercise of Warrants (in shares) | 232 | ||||||||||
Issuance of common stock to consultants and service provider | 889 | 889 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 72,754 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (64,369) | (278) | |||||||||
Deemed dividend related to issuance of preferred stock | 488 | (488) | |||||||||
Issuance of warrants to service providers | 1,951 | 1,951 | |||||||||
Stock-based compensation | 2,595 | 2,595 | |||||||||
Stock-based compensation (in shares) | (500) | ||||||||||
Issuance of common stock for upon acquisition | $ 18,094 | $ 18,094 | |||||||||
Issuance of common stock for upon acquisition (in shares) | 768,124 | ||||||||||
Net loss | (17,765) | (17,765) | |||||||||
Balance at Jun. 30, 2021 | 295,124 | (177,011) | 118,113 | ||||||||
Balance (in shares) at Jun. 30, 2021 | 16,330,842 | 12,122 | |||||||||
Payment for executives and directors under Stock for Salary Program | 34 | 34 | |||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 1,791 | ||||||||||
Issuance of common stock to directors and employees | 303 | 303 | |||||||||
Issuance of common stock to directors and employees (in shares) | 18,885 | ||||||||||
Issuance of common stock to consultants and service provider | 1,705 | 1,705 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 112,332 | ||||||||||
Conversion of preferred stock to common stock (in shares) | (8,100) | (25) | |||||||||
Deemed dividend related to issuance of preferred stock | 488 | (488) | |||||||||
Issuance of warrants to service providers | 2,121 | 2,121 | |||||||||
Stock-based compensation | 4,607 | 4,607 | |||||||||
Stock-based compensation (in shares) | 37,394 | ||||||||||
Net loss | (22,444) | (22,444) | |||||||||
Balance at Sep. 30, 2021 | $ 304,382 | $ (199,943) | $ 104,439 | ||||||||
Balance (in shares) at Sep. 30, 2021 | 16,509,344 | 12,097 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (55,175) | $ (20,448) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation, common stock, and stock instead of cash compensation to directors, employees, consultants, and service providers | 18,670 | 8,988 |
Depreciation | 202 | 140 |
Change in operating lease right of use assets | 137 | 224 |
Amortization of acquired inventories step-up | 985 | |
Amortization of acquired intangible assets | 2,396 | |
Decrease (increase) in trade receivables | (1,125) | 129 |
Decrease (increase) in other accounts receivable, prepaid expense and long-term assets | 221 | (338) |
Decrease in inventories | 96 | (158) |
Increase in trade payables | 343 | |
Increase (decrease) in other accounts payable and accrued expenses | (1,368) | 311 |
Increase (decrease) in deferred revenues | (139) | 62 |
Change in operating lease liabilities | (173) | (229) |
Net cash used in operating activities | (35,273) | (10,976) |
Cash flows from investing activities: | ||
Investment in deposit | (2) | (4) |
Purchase of property and equipment | (193) | (69) |
Cash paid as part of PsyInnovations Inc. (dba WayForward) acquisition | (5,023) | |
Loans repaid as part of Upright Technologies Ltd. acquisition | (3,016) | |
Cash acquired as part of Upright Technologies Ltd. acquisition | 544 | |
Net cash used in investing activities | (7,690) | (73) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 64,877 | 27,548 |
Proceeds from exercise of warrants | 633 | |
Proceeds from exercise of options | 256 | |
Net cash provided by financing activities | 65,766 | 27,548 |
Increase in cash, cash equivalents and short-term restricted bank deposits | 22,803 | 16,499 |
Cash, cash equivalents and short-term restricted bank deposits at beginning of period | 28,725 | 20,535 |
Cash, cash equivalents and short-term restricted bank deposits at end of period | $ 51,528 | $ 37,034 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Schedule A- Acquisition of Upright Technologies Ltd and Schedule B - Acquisition of PsyInnovation Inc. (dba WayForward) (Parenthetical) shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Estimated net fair value of assets acquired and liabilities assumed at the date of acquisition was as follows: | |
Liability to PsyInnovations Inc. (dba WayForward) previous shareholders | $ (256) |
Upright Technologies Ltd | |
Estimated net fair value of assets acquired and liabilities assumed at the date of acquisition was as follows: | |
Working capital, net (excluding cash and cash equivalents) | (2,171) |
Equipment and other assets | 142 |
Intangible assets | 9,600 |
Goodwill | 25,334 |
Loan of Upright Technologies Ltd | $ (4,516) |
Issuance and expected issuance of common stock to acquiree shareholders | shares | (28,933) |
Cash acquired as part of acquisition | $ (544) |
wayForward | |
Estimated net fair value of assets acquired and liabilities assumed at the date of acquisition was as follows: | |
Working capital, net (excluding cash and cash equivalents) | (901) |
Equipment and other assets | 4 |
Intangible assets | 10,205 |
Goodwill | $ 14,065 |
Issuance and expected issuance of common stock to acquiree shareholders | shares | (18,094) |
Cash paid as part of PsyInnovations Inc. (dba WayForward) acquisition | $ 5,023 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2021 | |
GENERAL | |
GENERAL | NOTE 1: - GENERAL a. DarioHealth Corp. (the “Company”) was incorporated in Delaware and commenced operations on August 11, 2011. DarioHealth is a leading Global Digital Therapeutics (DTx) company revolutionizing the way people with chronic conditions manage their health. By delivering personalized evidence-based interventions that are driven by precision data analytics, high quality software, and personalized coaching, DarioHealth has developed a novel approach that empowers individuals to adjust their lifestyle in a unique and holistic way. DarioHealth’s cross-functional team operates at the intersection of life sciences, behavioral science, and software technology to deliver seamlessly integrated and highly engaging digital therapeutics interventions. Being one of the highest rated diabetes solutions, its user-centric approach is loved by tens of thousands of customers around the globe. DarioHealth is rapidly expanding its solutions for additional chronic conditions such as hypertension and moving into new geographic markets. DarioHealth’s digital therapeutic platform has been designed with a ‘user-first’ strategy, focusing on the user’s needs first and foremost, and user experience and satisfaction. User satisfaction is constantly measured and drives, all company processes, including our technology design. DarioHealth has one reporting unit and one segment. b. The Company’s wholly owned subsidiary, LabStyle Innovation Ltd. (the “Subsidiary”), was incorporated and commenced operations on September 14, 2011 in Israel. Its principal business activity is to hold the Company’s intellectual property and to perform research and development, manufacturing, marketing, and other business activities. c. On January 26, 2021, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) pursuant to which the Company, through the Subsidiary, acquired all of the outstanding securities of Upright Technologies Ltd. and its wholly owned subsidiary Upright Technologies Inc. (“Upright”). Upright is a leading digital musculoskeletal (“MSK”) health company focused on preventing and treating the most common MSK conditions through behavioral science, biofeedback, coaching, and wearable tech. See note (4a). d. On May 15, 2021, the Company entered into an agreement and plan of merger (the “Agreement and Plan of Merger”) pursuant to which the Company, through its fully owned subsidiary WF Merger Sub, Inc. (“Merger Sub”) merged with PsyInnovations Inc. (“WayForward”), pursuant to which the Merger Sub was the surviving company. PsyInnovations Inc. (dba WayForward) is a mental health company who develops the WayForward behavioral digital health platform with artificial intelligence (AI) enabled screening to triage and navigate members to specific interventions, digital cognitive behavioral therapy (CBT), self-directed care, expert coaching and access to in-person and telehealth provider visits. See note (4b). e. During the nine months ended September 30, 2021, the Company incurred operating losses and negative cash flows from operating activities amounting to $54,829 and $35,273 , respectively. On September 30, 2021, we had $51,331 in available cash and cash equivalent. Management believes that the Company’s cash on hand is sufficient to meet its obligations as they come due for at least a period of twelve months from the date of the issuance of these unaudited condensed consolidated financial statements. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offering. NOT (Cont.) f. In December 2015, the United States Food and Drug Administration granted the Subsidiary 510(k) clearance for the Dario Blood Glucose Monitoring System, including its components, the Dario Blood Glucose Meter, Dario Blood Glucose Test Strips, Dario Glucose Control Solutions and the Dario app on the Apple IOS 6.1 platform and higher. g. On March 4, 2016, the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock were approved for listing on the Nasdaq Capital Market under the symbols “DRIO” and “DRIOW,” respectively. Our listed warrants expired in March 2021 and ceased trading on the Nasdaq Capital Market as a result. h. The Company has been carefully monitoring the COVID-19 pandemic and its impact on its business. In that regard, the Company has continued to sell its Dario TM Blood Sugar Monitor and has not experienced disruptions in its supply chains. With respect to the Company’s DTx platform, it has observed that some of its business-to-business prospective partners have been addressing their business needs as a result of the COVID-19 pandemic, which has resulted in a slowdown of negotiations and discussions with some of these potential partners. In addition, the Company has also seen an increase in interest from other business-to-business prospective partners in its DTx platform, as certain parties are seeking tele-health products. The Company expects the significance of the COVID-19 pandemic, including the extent of its effect on the Company’s financial and operational results, to be dictated by, among other things, its duration, the success of efforts to contain it and the impact of actions taken in response. While the Company is not able at this time to estimate the impact of the COVID-19 pandemic on its financial and operational results, it could be material. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: - 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, 2020 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: September 30, September 30, 2021 2020 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 51,331 $ 36,907 Short-term restricted bank deposits, as reported on the balance sheets 197 127 Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows $ 51,528 $ 37,034 NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) c. Recently issued accounting pronouncements, not yet adopted: In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the timelier recognition of losses. Topic 326 will be effective on the Company beginning on January 1, 2023. The Company is currently evaluating the impact of this new standard on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact of this new standard on its financial statements. |
UNAUDITED INTERIM FINANCIAL STA
UNAUDITED INTERIM FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
UNAUDITED INTERIM FINANCIAL STATEMENTS | |
UNAUDITED INTERIM FINANCIAL STATEMENTS | NOTE 3: - UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited interim consolidated financial statements as of September 30, 2021, have been prepared in accordance with U.S. generally accepted accounting principles and standards of the Public Company Accounting Oversight Board for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial position as of September 30, 2021, and the Company’s consolidated results of operations and the Company’s consolidated cash flows for the nine months ended September 30, 2021. Results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 4 – ACQUISITIONS a. Acquisition of Upright On January 26, 2021 (the “Acquisition Date”), the Company entered into the Share Purchase Agreement with Upright’s shareholders pursuant to which the Company, through the Subsidiary, acquired 100% of the ordinary shares of Upright. Pursuant to the terms of the Share Purchase Agreement, the acquisition closed on February 1, 2021. The consideration payable in connection with the Agreement was capped at $31,000 and in any event, is subject to certain indemnity provisions, and took into account certain working capital excess generated, among other matters, by a convertible bridge loan in the amount of $1,500 previously disbursed by the Company to Upright, which was converted into one ordinary share of Upright at the closing. The Company agreed to bear certain liabilities of Upright, which were reduced from the aggregate consideration, in an estimated amount of $3,700. The preliminary estimated fair value of consideration transferred on the Acquisition Date was comprised of (i) share consideration to owners of Upright for approximately 1,490,154 shares of the Company’s Common Stock (ii) and approximately 37,857 employees’ options to purchase shares of the Company’s Common Stock on account of Upright’s vested options valued at a total of $28,933. In addition, 62,371 restricted stock units are being held in escrow for future vested stock options valued at $969, and 113,576 restricted shares of Common Stock are being held in escrow issuable to Upright Founder upon the completion of a holdback service period of 18 months (“Holdback restricted stock units”), valued at $2,751. In addition, the Company incurred acquisition-related costs in a total amount of $378. Acquisition-related costs include legal and accounting services. A portion of the share consideration, consisting of 24,266 shares of Common Stock, was issued under the Company’s Amended and Restated 2012 Equity Incentive Plan as amended (the “2012 Plan”), and the 2020 Equity Incentive Plan (the “2020 Plan”). Purchase price allocation: Under business combination accounting principles, the total purchase price was allocated to Upright’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. 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: September 30, 2021 Amortization Unaudited period (Years) Tangible assets acquired $ 1,427 Inventory *) 2,845 Liabilities assumed (10,273) Net liabilities assumed (6,001) Technology 9,600 4 Goodwill 25,334 Infinite Total purchase price $ 28,933 *) Including step-up in inventory fair value of $1,140 NOTE 4 – ACQUISITIONS a. Acquisition of Upright (Cont.) The table below summarizes the value of the total consideration given in the transaction: Amount Unaudited Shares issued to owners $ 28,221 Shares issued for vested options 712 Preliminary purchase price $ 28,933 b. Acquisition of WayForward On June 7, 2021, the Company through the Merger Sub, completed the acquisition of WayForward through the merger of WayForward into Merger Sub., which changed its name to PsyInnovations, Inc. in connection with the merger (collectively, the “Merger”). Under the Agreement and Plan of Merger, dated as of May 15, 2021, the Company paid, aggregate consideration (“Merger Consideration”) of (A) $5,750 in cash and (B) up to $21,250 equal to 768,124 in shares of Common Stock, (C) Up to $5,000 equal to 237,076 in shares of Common Stock structured as an earn-out payable in shares of Common Stock if behavioral health revenues from the Company exceed a certain threshold in 2022, subject to customary working capital and other adjustments as of the closing of the Merger (the "Closing"). The Company will pay $3,000 of the Merger Consideration, consisting of $2,750 equal up to 130,397 in shares of Common Stock and up to $250 in cash, after a minimum of eighteen Purchase price allocation: Under business combination accounting principles, the total purchase price was allocated to WayForward’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. 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: September30, 2021 Amortization Unaudited period (years) Tangible assets acquired $ 398 Liabilities assumed (1,157) Net liabilities assumed (759) Technology 9,666 4 Brand 539 3 Goodwill 14,065 Infinite Total purchase price $ 23,511 NOTE 4 – ACQUISITIONS b. Acquisition of WayForward (Cont.) The table below summarizes the value of the total consideration given in the transaction: Amount Unaudited Shares issued and expected to be issued to owners $ 14,272 Cash consideration 5,417 Earn-out consideration 3,822 Preliminary purchase price 23,511 In accordance with Accounting Standards Codification (ASC) 805 “Business Combinations” the measurement period for the acquisition of Upright and WayForward is for one year during which the Company may reevaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the Acquisition Date. Our purchase price allocation was made using our best estimates of fair value, which are dependent upon certain valuation and other analyses that are not yet final. Pro forma results The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisition of Upright and WayForward, which closed in February and June 2021, respectively, had taken place on the first day of the period presented. These combined results are not necessarily indicative of the results that may have been achieved had Upright and WayForward been acquired as of the first day of the period presented. Nine months ended September 30, 2021 Total revenue $ 15,927 Total expenses 77,551 Preferred stock Deemed dividend 1,520 Net loss attributable to holders of common stock (63,144) Basic and diluted net loss per share $ (3.21) |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2021 | |
INVENTORIES | |
INVENTORIES | NOTE 5: - INVENTORIES September 30, December 31, 2021 2020 Unaudited Raw materials $ 1,117 $ 377 Finished products 2,941 1,916 $ 4,058 $ 2,293 During the nine-month period ended September 30, 2021, and the year ended December 31, 2020, total inventory write-off expenses amounted to $91 and $99, respectively. |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
REVENUES. | |
REVENUES | NOTE 6: - REVENUES The following tables represent the Company’s total revenues for the three and nine months ended September 30, 2021 and 2020 by revenue type: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Unaudited Unaudited Hardware and consumable products $ 4,853 $ 1,556 $ 12,613 $ 4,052 Service (*) 776 486 1,872 1,444 5,629 2,042 $ 14,485 $ 5,496 (*) Software application and remote monitoring services The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations primarily related services have been performed. Advance payments are received at the beginning of the service period and the related deferred revenues are reclassified to revenue ratably over the service period. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The following table presents the significant changes in the deferred revenue balance during the nine months ended September 30, 2021: Balance, beginning of the period $ 1,224 New performance obligations 2,617 Reclassification to revenue as a result of satisfying performance obligations (2,628) Balance, end of the period $ 1,213 Because all performance obligations in the Company’s contracts with customers relate to contracts with a duration of less than one year, the Company has elected |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7: - 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8: - STOCKHOLDERS’ EQUITY a. During the nine-month period ended September 30, 2021, the Company’s Compensation Committee (the “Compensation Committee”) of the Board of Directors approved an aggregate of 9,124 shares of Common Stock to certain officers and employees of the Company as consideration for a reduction in, or waiver, of cash salary, or fees owed to such individuals and the grant of 5,000 restricted shares of Common Stock to employee. 12,370 shares were issued under the Company’s 2012 Plan and 1,754 shares were issued under the 2020 Plan. During the nine months ended September 30, 2021, the Board of Directors approved the grant of an aggregate of 18,885 shares of Common Stock, as well as the grant of 99,074 options to purchase Common Stock to officers, employees, and consultants of Upright, at exercise prices between $0.01 to $24.48 per share. The stock options vest over a period of four years or less commencing on the respective original grant dates. The options have a ten-year term. The shares and options were issued under the Company’s 2020 Plan. During the nine months ended September 30, 2021, the Board of Directors approved the grant of 275,340 unregistered shares of Common Stock to certain consultants and service providers of the Company, of which 7,500 were issued under the 2012 Plan. During the nine months ended September 30, 2021, the Company’s Compensation Committee approved the grant of an aggregate of 1,088,537 restricted shares of Common Stock, subject to time vesting to directors, officers, employees and consultants of the Company, as well as the grant of 701,499 options to purchase Common Stock, and 10,000 performance-based options to purchase Common Stock to officers, employees and consultants of the Company, at exercise prices between $12.84 and $25.84 per share. The time vesting restricted shares and stock options vest over a period of three years commencing on the respective grant dates. The options have a ten-year term and were issued under the 2020 Plan. In April 2020, the Compensation Committee approved a monthly grant of shares of Common Stock equal up to between $12.00 to $16.00 of restricted shares to certain service providers per month, to be granted monthly during the period that the certain consulting agreement remains in effect. During the nine months ended September 30, 2021, a total of 7,913 restricted unregistered shares of Common Stock were issued to certain service providers under this approval. In April 2020, the Audit and Compensation Committee of the Board of Directors approved monthly grants of 1,500 shares of Common Stock, of which 639 shares are to be issued to a board member granted monthly during the twelve month period that the certain consulting agreement with said service providers is in effect. During the nine months ended September 30, 2021, a total of 4,500 shares of Common Stock were issued under the said approval of which 1,857 shares were issued to a board member and 2,643 shares were issued to certain service providers under the 2012 and 2020 Plans. NOTE 8: - STOCKHOLDERS' EQUITY (Cont.) b. In May 2021, the Compensation Committee of the Board of Directors approved an inducement grant of a non-qualified stock option award to purchase 60,000 shares of the Company’s Common Stock, as well as an additional inducement grant consisting of a non-qualified performance-based stock option award to purchase an additional 15,000 shares of the Company’s Common Stock outside of the Company’s 2020 Plan, pursuant to Nasdaq Listing Rule 5635(c)(4),in connection with the employment of one employee as part of the acquisition of WayForward (see note 4), the options were granted on June 7, 2021 as part of the closing of the Merger. In July 2021, the Compensation Committee of the Board of Directors approved the grant of a non-qualified stock option award to purchase 20,000 shares of the Company’s Common Stock outside of the Company’s existing equity incentive plans, pursuant to Nasdaq Listing Rule 5635(c)(4), in connection with the employment of its Special Vice President of Market Access. In January and September 2021, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the number of shares authorized for issuance under the 2020 Plan increased by 1,628,890 shares, from 900,000 to 2,528,890. In May 2020, the Compensation Committee of the Board of Directors authorized the Company to issue warrants to purchase 60,000 shares of Common Stock vesting over a 12 month period, to certain consultants. The warrants exercise price is $6.39 per share. During the nine months ended September 30, 2021, the Company recorded warrants compensation expense for service provider in the amount of $18. In February 2021, the Board of Directors authorized the Company to issue warrants to purchase up to 400,000, shares of Common Stock, to certain consultant of the Company, at a purchase price of $25.00. As such, the Company recorded a warrant compensation expense for service providers in the amount of $4,046. In April 2021, the Compensation Committee authorized the Company to issue warrants to purchase 30,000 shares of Common Stock, to a certain consultant of the Company, with an exercise price of $30.00 per share, and warrants to purchase 12,500 shares of Common Stock with an exercise price of $18.57 per share. As such, the Company recorded a warrant compensation expense for service providers in the amount of $387. In July 2021, the Compensation Committee authorized the Company to issue warrants to purchase 30,000 shares of Common Stock, to certain consultants of the Company, with an exercise price of $23.30 per share, and warrants to purchase 83,948 shares of Common Stock with an exercise price of $16.06 per share. Of these warrants, warrants to purchase 35,000 shares of Common Stock shall vest over a 48-month period and warrants to purchase 48,948 shares of Common Stock are subjected to certain performance terms. As such, the Company recorded a warrant compensation expense for service providers in the amount of $273. In September 2021, the Compensation Committee authorized the Company to issue warrants to purchase 25,000 shares of Common Stock, to certain consultant of the Company, with an exercise price of $13.88 per share. As such, the Company recorded a warrant compensation expense for service providers in the amount of $194. During the nine months ended September 30, 2021 certain Company warrants holders have exercised warrants into 219,992 shares for total proceeds of $633. NOTE 8: - STOCKHOLDERS' EQUITY (Cont.) c. In November and December 2019, the Company entered into subscription agreements for a sale of an aggregate of 21,375 shares of newly designated Series A, A-1, A-2, A-3 and A-4 Convertible Preferred Stock (collectively, the “Series A Convertible Preferred Stock”), at a purchase price of $1,000 per share, for aggregate gross proceeds of $21,375 ( $18,689 net of issuance expenses). The initial conversion price for the Series A, A-1, A-2, A-3 and A-4 Convertible Preferred Stock was $4.05 , $4.05 , $4.28 , $4.98 and $5.90 , respectively, and the total amount of Common Stock issuable upon conversion of all classes of the Series A Convertible Preferred Stock is up to 4,960,281 shares of Common Stock. During the nine months ended September 30, 2021 3,726 of certain Series A Convertible Preferred Stock were converted into 874,530 shares of Common Stock. Pursuant to the placement agency agreement executed by and between the Company and the registered broker dealer retained to act as the Company’s exclusive placement agent (the “Placement Agent”) for the offering of the Series A Preferred Stock, the Company paid the Placement Agent an aggregate cash fee of $1,788, a non-accountable expense allowance of $641 and was required to issue to the Placement Agent or its designees warrants to purchase 719,243 shares of Common Stock at an exercise price ranging from $4.05 to $5.90 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period of five years from the date of the final closing of the Series A Preferred Stock Offering. During the nine months ended September 30, 2021, 144,425 Placement Agent Warrants that were issued in December 2020 were exercised into 111,061 shares of Common Stock. d. The Series A Convertible Preferred Stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the earliest to occur of (i) upon the approval of the holders at least 50.1% of the outstanding shares of Series A Convertible Preferred with respect to the Series A Convertible Preferred Stock; or (ii) the 36-month anniversary of each of the date the Series A Convertible Preferred Stock was issued (each, the “Series A Effective Date”). The holders of Series A Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of Common Stock equal to ten percent ( 10% ) of the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock then held by such holder on the 12-month anniversary of the Series A Effective Date, (ii) a number of shares of Common Stock equal to fifteen percent ( 15% ) of the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred then held by such holder on the 24-month anniversary of the Series A Effective Date, and (iii) a number of shares of Common Stock equal to twenty percent ( 20% ) of the shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock then held by such holder on the 36-month anniversary of the Series A Effective Date. The Company accounted for the dividend as deemed dividend, during the nine months ended September 30, 2021 a total amount of $1,520 was recorded. e. On February 1, 2021, the Company entered into securities purchase agreements with institutional accredited investors relating to an offering with respect to the sale of an aggregate of 3,278,688 shares of Common Stock, at a purchase price of $21.35 per share. The aggregate gross proceeds were approximately $70,000 ( $64,877 , net of issuance expenses). f. During the nine months ended September 30, 2021, options were exercised into 40,545 shares of Common Stock, with aggregate gross proceeds of approximately $256 . NOTE 8: - STOCKHOLDERS' EQUITY (Cont.) g. Stock based compensation: Transactions related to the grant of options to employees, directors, and non-employees under the above plans during the nine-months period ended September 30, 2021, were as follows: Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 973,575 17.56 4.99 5,510 Options granted 905,573 20.28 - - Options exercised (40,545) 6.32 - - Options expired (46,900) 49.33 - - Options forfeited (52,195) 16.93 - - Options outstanding at end of period 1,739,508 18.40 6.87 4,518 Options vested and expected to vest at end of period 1,647,018 18.51 6.84 4,324 Exercisable at end of period 372,630 32.41 4.65 4,070 Transactions related to the grant of restricted shares to employees, directors, and non-employees under the above plans during the nine-months period ended September 30, 2021, were as follows: Number of Restricted shares Restricted shares outstanding at beginning of period - Restricted shares granted 1,096,743 Restricted shares forfeited (3,206) Restricted shares outstanding at end of period 1,093,537 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 third quarter of 2021 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 September 30, 2021. This amount is impacted by the changes in the fair market value of the Common Stock. As of September 30, 2021, the total amount of unrecognized stock-based compensation expense was approximately $28,459 which will be recognized over a weighted average period of 1.2 years. NOTE 8: - 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 September 30, 2021 2020 Volatility 93.34 % - 96.01 % 94.00 % ‑ 99.89 % Risk-free interest rate 0.01 % - 0.01 % 0.19 % ‑ 0.25 % Dividend yield - - % - % Expected life (years) 5.25 - 5.88 3.5 ‑ 4.5 The total compensation cost related to all of the Company’s stock-based awards recognized during the nine-month period ended September 30, 2021, and 2020 was comprised as follows: Nine months ended September 30, 2021 2020 Unaudited Cost of revenues $ 63 $ 24 Research and development 2,480 591 Sales and marketing 4,007 2,267 General and administrative 12,120 6,106 Total stock-based compensation expenses $ 18,670 $ 8,988 |
FINANCIAL EXPENSES (INCOME), NE
FINANCIAL EXPENSES (INCOME), NET | 9 Months Ended |
Sep. 30, 2021 | |
FINANCIAL EXPENSES (INCOME), NET | |
FINANCIAL EXPENSES (INCOME), NET | NOTE 9: - FINANCIAL EXPENSES (INCOME), NET Nine months ended September 30, 2021 2020 Unaudited Bank charges $ 60 $ 42 Foreign currency adjustments (income) losses, net 322 (382) Interest income (36) (51) Total financial (income) losses, net $ 346 $ (391) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10: - SUBSEQUENT EVENTS a. In October 2021, the Compensation Committee of the Board of Directors approved a grant of 41,074 restricted shares of Common Stock to certain consultants and service providers. b. In October 2021, the Compensation Committee of the Board of Directors approved a grant of 10,500 shares of Common Stock to certain employees, which were issued under the 2020 Plan. In addition, the Compensation Committee approved the grant of options to purchase up to 58,500 shares of Common Stock at exercise prices of $12.23 and $12.77 per share. c. In April 2020, the Compensation Committee approved a monthly grant of shares of Common Stock, equal to up to $16.00 per share, of restricted shares to a certain service provider per month, to be granted monthly during the period that the certain consulting agreement remains in effect. During the third quarter of 2021, the Company issued a total of 2,139 restricted shares of Common Stock to that certain service provider. d. In October 2021, the Compensation Committee approved the grant of 1,810 shares of Common Stock to officers and employees of the Company as consideration for a reduction in or waiver of cash salary owed to such individuals. The shares of Common Stock were issued under the Company’s 2012 Plan. e. In October 2021, the Compensation Committee authorized the Company to issue warrants to purchase 40,000 shares of Common Stock, to certain consultants of the Company, with an exercise price of $25.10 per share. f. On November 9, 2021, the Compensation Committee of the Board of Directors approved the grant of a non-qualified stock option award to purchase 140,000 shares of the Company’s Common Stock outside of the Company’s existing equity incentive plans, pursuant to Nasdaq Listing Rule 5635(c)(4), in connection with the employment of a Chief Commercial Officer. g. In November 2021, certain Series A Convertible Preferred Stockholders converted 50 shares of various classes of the Company’s Series A Convertible Preferred Stock into 12,346 shares of Common Stock. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
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: September 30, September 30, 2021 2020 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 51,331 $ 36,907 Short-term restricted bank deposits, as reported on the balance sheets 197 127 Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows $ 51,528 $ 37,034 |
Recently issued accounting pronouncements, not yet adopted: | In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the timelier recognition of losses. Topic 326 will be effective on the Company beginning on January 1, 2023. The Company is currently evaluating the impact of this new standard on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact of this new standard on its financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances | The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: September 30, September 30, 2021 2020 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 51,331 $ 36,907 Short-term restricted bank deposits, as reported on the balance sheets 197 127 Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows $ 51,528 $ 37,034 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Upright Technologies Limited [Member] | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | September 30, 2021 Amortization Unaudited period (Years) Tangible assets acquired $ 1,427 Inventory *) 2,845 Liabilities assumed (10,273) Net liabilities assumed (6,001) Technology 9,600 4 Goodwill 25,334 Infinite Total purchase price $ 28,933 *) Including step-up in inventory fair value of $1,140 |
Schedule of consideration for acquisition transaction | Amount Unaudited Shares issued to owners $ 28,221 Shares issued for vested options 712 Preliminary purchase price $ 28,933 |
Business acquisition pro forma information | Nine months ended September 30, 2021 Total revenue $ 15,927 Total expenses 77,551 Preferred stock Deemed dividend 1,520 Net loss attributable to holders of common stock (63,144) Basic and diluted net loss per share $ (3.21) |
wayForward | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | September30, 2021 Amortization Unaudited period (years) Tangible assets acquired $ 398 Liabilities assumed (1,157) Net liabilities assumed (759) Technology 9,666 4 Brand 539 3 Goodwill 14,065 Infinite Total purchase price $ 23,511 |
Schedule of consideration for acquisition transaction | Amount Unaudited Shares issued and expected to be issued to owners $ 14,272 Cash consideration 5,417 Earn-out consideration 3,822 Preliminary purchase price 23,511 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
INVENTORIES | |
Schedule of inventories | September 30, December 31, 2021 2020 Unaudited Raw materials $ 1,117 $ 377 Finished products 2,941 1,916 $ 4,058 $ 2,293 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
REVENUES. | |
Schedule of aggregate revenue | The following tables represent the Company’s total revenues for the three and nine months ended September 30, 2021 and 2020 by revenue type: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Unaudited Unaudited Hardware and consumable products $ 4,853 $ 1,556 $ 12,613 $ 4,052 Service (*) 776 486 1,872 1,444 5,629 2,042 $ 14,485 $ 5,496 (*) Software application and remote monitoring services |
Schedule of significant changes in deferred revenue | The following table presents the significant changes in the deferred revenue balance during the nine months ended September 30, 2021: Balance, beginning of the period $ 1,224 New performance obligations 2,617 Reclassification to revenue as a result of satisfying performance obligations (2,628) Balance, end of the period $ 1,213 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
Schedule of Stock option activity | Transactions related to the grant of options to employees, directors, and non-employees under the above plans during the nine-months period ended September 30, 2021, were as follows: Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 973,575 17.56 4.99 5,510 Options granted 905,573 20.28 - - Options exercised (40,545) 6.32 - - Options expired (46,900) 49.33 - - Options forfeited (52,195) 16.93 - - Options outstanding at end of period 1,739,508 18.40 6.87 4,518 Options vested and expected to vest at end of period 1,647,018 18.51 6.84 4,324 Exercisable at end of period 372,630 32.41 4.65 4,070 |
Schedule of Restricted Stock option activity | Transactions related to the grant of restricted shares to employees, directors, and non-employees under the above plans during the nine-months period ended September 30, 2021, were as follows: Number of Restricted shares Restricted shares outstanding at beginning of period - Restricted shares granted 1,096,743 Restricted shares forfeited (3,206) Restricted shares outstanding at end of period 1,093,537 |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | The following table presents the assumptions used to estimate the fair values of the options granted to employees, directors and non-employees in the period presented: Three months ended September 30, 2021 2020 Volatility 93.34 % - 96.01 % 94.00 % ‑ 99.89 % Risk-free interest rate 0.01 % - 0.01 % 0.19 % ‑ 0.25 % Dividend yield - - % - % Expected life (years) 5.25 - 5.88 3.5 ‑ 4.5 |
Schedule of Compensation cost | The total compensation cost related to all of the Company’s stock-based awards recognized during the nine-month period ended September 30, 2021, and 2020 was comprised as follows: Nine months ended September 30, 2021 2020 Unaudited Cost of revenues $ 63 $ 24 Research and development 2,480 591 Sales and marketing 4,007 2,267 General and administrative 12,120 6,106 Total stock-based compensation expenses $ 18,670 $ 8,988 |
FINANCIAL EXPENSES (INCOME), _2
FINANCIAL EXPENSES (INCOME), NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
FINANCIAL EXPENSES (INCOME), NET | |
Schedule of financial expenses (income), net | Nine months ended September 30, 2021 2020 Unaudited Bank charges $ 60 $ 42 Foreign currency adjustments (income) losses, net 322 (382) Interest income (36) (51) Total financial (income) losses, net $ 346 $ (391) |
GENERAL (Details)
GENERAL (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)itemsegment$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Mar. 04, 2016$ / shares | |
GENERAL | ||||||
Operating Income (Loss) | $ 22,499 | $ 6,602 | $ 54,829 | $ 20,839 | ||
Net Cash Provided by (Used in) Operating Activities | 35,273 | 10,976 | ||||
Cash, and cash equivalents as reported on the balance sheets | $ 51,331 | $ 36,907 | $ 51,331 | $ 36,907 | $ 28,590 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of reporting units | item | 1 | |||||
Number of reporting segments | segment | 1 |
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 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash, and cash equivalents as reported on the balance sheets | $ 51,331 | $ 28,590 | $ 36,907 | |
Short-term restricted bank deposits, as reported on the balance sheets | 197 | 127 | ||
Cash, restricted cash, cash equivalents and short-term restricted bank deposits as reported in the statements of cash flows | $ 51,528 | $ 28,725 | $ 37,034 | $ 20,535 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) $ in Thousands | Jan. 26, 2021 | Sep. 30, 2021 |
Payments for Upright Technologies LTD, net of cash (including Loan to Upright technologies paid in 2020) | $ 5,023 | |
Business combination contingent consideration, restricted common stock held in escrow | 113,576 | |
Upright Technologies Limited [Member] | ||
Business acquisition, date of acquisition agreement | Jan. 26, 2021 | |
Business acquisition, percentage of voting interests acquired | 100.00% | |
Convertible bridge loan previously disbursed | $ 1,500 | |
Convertible bridge loan converted into number of shares of acquirees stock | 1 | |
Liabilities assumed for consideration for business combination | $ 3,700 | |
Shares agreed to be issued by the company | 1,490,154 | |
Shares issued for vested options, shares | 37,857 | |
Business combination contingent consideration, restricted stock for future vested options | 62,371 | |
Business Combination Consideration Restricted Stock Units Held In Escrow | $ 969 | |
Hold-back period to secure indemnification obligations | 18 months | |
Holdback restricted stock units | $ 2,751 | |
Acquisition related costs | 378 | |
Business combination acquirees vested options value date of acquisition | $ 28,933 | |
Upright Technologies Limited [Member] | 2012 and 2020 Plan | ||
Shares agreed to be issued by the company | 24,266 | |
Upright Technologies Limited [Member] | Maximum [Member] | ||
Payments for Upright Technologies LTD, net of cash (including Loan to Upright technologies paid in 2020) | $ 31,000 |
ACQUISITIONS (Allocation of the
ACQUISITIONS (Allocation of the purchase price to assets and liabilities acquired) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Goodwill | $ 39,399 |
Upright Technologies Limited [Member] | |
Business Acquisition [Line Items] | |
Tangible assets acquired | 1,427 |
Inventory | 2,845 |
Liabilities assumed | (10,273) |
Net liabilities assumed | (6,001) |
Technology | 9,600 |
Goodwill | 25,334 |
Total purchase price | 28,933 |
inventory step-up fair value | $ 1,140 |
Upright Technologies Limited [Member] | Technology | |
Business Acquisition [Line Items] | |
Amortization period | 4 years |
wayForward | |
Business Acquisition [Line Items] | |
Tangible assets acquired | $ 398 |
Liabilities assumed | (1,157) |
Net liabilities assumed | (759) |
Technology | 9,666 |
Brand | 539 |
Goodwill | 14,065 |
Total purchase price | $ 23,511 |
wayForward | Technology | |
Business Acquisition [Line Items] | |
Amortization period | 4 years |
wayForward | Brand | |
Business Acquisition [Line Items] | |
Amortization period | 3 years |
ACQUISITIONS (Schedule of consi
ACQUISITIONS (Schedule of consideration for acquisition transaction) (Details) - USD ($) $ in Thousands | Jan. 26, 2021 | Sep. 30, 2021 |
Upright Technologies Limited [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued to owners | $ 28,221 | |
Shares issued for vested options | 712 | |
Preliminary purchase price | 28,933 | |
Restricted stock units held in escrow | $ 969 | |
Holdback restricted stock units | $ 2,751 | |
wayForward | ||
Business Acquisition [Line Items] | ||
Shares issued to owners | 14,272 | |
Cash consideration | 5,417 | |
Earn-out consideration | 3,822 | |
Preliminary purchase price | $ 23,511 |
ACQUISITIONS - WayForwad (Narra
ACQUISITIONS - WayForwad (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 07, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 04, 2016 |
Cash consideration | $ 5,023 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
wayForward | ||||
Cash consideration | $ 5,750 | |||
Shares agreed to be issued by the company | 768,124 | |||
Earn-out payable, shares | 237,076 | |||
Held back consideration | $ 3,000 | |||
Held back in consideration, value of shares | $ 2,750 | |||
Held back in consideration, shares | 130,397 | |||
Cash held back | $ 250 | |||
Acquisition related costs | 502 | |||
wayForward | Maximum [Member] | ||||
Value of shares agreed to be issued | 21,250 | |||
Earn-out payable | $ 5,000 | |||
wayForward | Minimum [Member] | ||||
Hold-back period to secure indemnification obligations | 18 months |
ACQUISITIONS (Business acquisit
ACQUISITIONS (Business acquisition pro forma information) (Details) - Upright Technologies Limited [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenue | $ 15,927 |
Total expenses | 77,551 |
Preferred stock Deemed dividend | 1,520 |
Net loss attributable to holders of common stock | $ (63,144) |
Basic and diluted net loss per share | $ / shares | $ (3.21) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
INVENTORIES | ||
Raw materials | $ 1,117 | $ 377 |
Finished products | 2,941 | 1,916 |
Inventory, Net | $ 4,058 | $ 2,293 |
INVENTORIES - Additional inform
INVENTORIES - Additional information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
Inventory Write-down | $ 91 | $ 99 |
REVENUES - Total revenues (Deta
REVENUES - Total revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | $ 5,629 | $ 2,042 | $ 14,485 | $ 5,496 |
Products | ||||
Revenues | 4,853 | 1,556 | 12,613 | 4,052 |
Services | ||||
Revenues | $ 776 | $ 486 | $ 1,872 | $ 1,444 |
REVENUES - Deferred revenue (De
REVENUES - Deferred revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
REVENUES. | |
Balance, beginning of the period | $ 1,224 |
New performance obligations | 2,617 |
Reclassification to revenue as a result of satisfying performance obligations | (2,628) |
Balance, end of the period | $ 1,213 |
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false] | true |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of period, Number of options | 973,575 | |
Options granted, Number of options | 905,573 | |
Options exercised, Number of options | 40,545 | |
Options expired, Number of options | (46,900) | |
Options forfeited, Number of options | (52,195) | |
Options outstanding at end of period, Number of options | 1,739,508 | 973,575 |
Options vested and expected to vest at end of period, Number of options | 1,647,018 | |
Exercisable at end of period, Number of options | 372,630 | |
Options outstanding at beginning of period, Weighted average exercise price | $ 17.56 | |
Options granted, Weighted average exercise price | 20.28 | |
Options exercised, Weighted average exercise price | 6.32 | |
Options expired, Weighted average exercise price | 49.33 | |
Options forfeited, Weighted average exercise price | 16.93 | |
Options outstanding at end of period, Weighted average exercise price | 18.40 | $ 17.56 |
Options vested and expected to vest at end of period, Weighted average exercise price | 18.51 | |
Exercisable at end of period, Weighted average exercise price | $ 32.41 | |
Options outstanding at, Weighted Average remaining contractual life | 6 years 10 months 13 days | 4 years 11 months 26 days |
Options vested and expected to vest at end of period, Weighted Average remaining contractual life | 6 years 10 months 2 days | |
Exercisable at end of year, Weighted Average remaining contractual life | 4 years 7 months 24 days | |
Options outstanding at beginning of period, Aggregate Intrinsic value | $ 5,510 | |
Options outstanding at end of period, Aggregate Intrinsic value | 4,518 | $ 5,510 |
Options vested and expected to vest at end of period, Aggregate Intrinsic value | 4,324 | |
Exercisable at end of period, Aggregate Intrinsic value | $ 4,070 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted shares (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares granted | 1,096,743 |
Restricted shares forfeited | (3,206) |
Restricted shares outstanding at end of period | 1,093,537 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) - Employees, Directors And Non-Employee [Member] | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 93.34% | 94.00% |
Volatility, Maximum | 96.01% | 99.89% |
Risk-free interest rate, Minimum | 0.01% | 0.19% |
Risk-free interest rate, Maximum | 0.01% | 0.25% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 3 months | 3 years 6 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 10 months 17 days | 4 years 6 months |
STOCKHOLDERS' EQUITY - Compensa
STOCKHOLDERS' EQUITY - Compensation cost (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 18,670 | $ 8,988 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 63 | 24 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 2,480 | 591 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 4,007 | 2,267 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 12,120 | $ 6,106 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) | Feb. 01, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | May 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | May 31, 2020 | Apr. 30, 2020 |
Class of Stock [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 905,573 | ||||||||||||||||||
Warrant compensation expense for service provider | $ 273,000 | ||||||||||||||||||
Warrants to purchase common stock | 219,992 | 219,992 | 219,992 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Proceeds from Warrant Exercises | $ 633,000 | ||||||||||||||||||
Unrecognized compensation | $ 28,459,000 | $ 28,459,000 | $ 28,459,000 | ||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 2 months 12 days | ||||||||||||||||||
Exercise of options | $ 55,000 | $ 201,000 | $ 256,000 | ||||||||||||||||
Exercise of options (In Shares) | 40,545 | ||||||||||||||||||
2012 Plan Amendment [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 12,370 | ||||||||||||||||||
2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,754 | ||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 2,528,890 | 2,528,890 | 2,528,890 | 900,000 | |||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 15,000 | 1,628,890 | |||||||||||||||||
2012 and 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 4,500 | ||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 1,500 | ||||||||||||||||||
Shares of Common Stock Equal to 10 Percent of Stock Issuable on Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 12 months | ||||||||||||||||||
Holder Percentage of Owning, Number of Shares of Common Stock Outstanding | 10.00% | ||||||||||||||||||
Shares of Common Stock Equal to 15 Percent of Stock Issuable on Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 24 months | ||||||||||||||||||
Holder Percentage of Owning, Number of Shares of Common Stock Outstanding | 15.00% | ||||||||||||||||||
Shares of Common Stock Equal to 20 Percent of Stock Issuable on Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | ||||||||||||||||||
Holder Percentage of Owning, Number of Shares of Common Stock Outstanding | 20.00% | ||||||||||||||||||
Series A Convertible Preferred stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares converted | 3,726 | ||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 21,375 | ||||||||||||||||||
Gross Proceeds from Issuance of Preferred Stock and Preference Stock | $ 21,375,000 | ||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 18,689,000 | ||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | ||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ 1,520,000 | ||||||||||||||||||
Beneficial Ownership Approval Percentage, Conversion of Preferred Stock | 50.10% | ||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | ||||||||||||||||||
Series A Convertible Preferred stock | Maximum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 4,960,281 | ||||||||||||||||||
Series A One Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | ||||||||||||||||||
Series A Two Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.28 | ||||||||||||||||||
Series A Three Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.98 | ||||||||||||||||||
Series A Four Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares converted | 111,061 | ||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 5.90 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 60,000 | 1,791 | 1,754 | 5,579 | 38,771 | 37,504 | 47,074 | ||||||||||||
Number of shares issued upon conversion of preferred stock | 8,100 | 64,369 | 802,061 | 345,577 | 917,130 | 2,160 | |||||||||||||
Exercise of options (In Shares) | 6,772 | 33,773 | |||||||||||||||||
Common Stock | Series A Convertible Preferred stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 874,530 | ||||||||||||||||||
Placement Agent Warrants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants to purchase common stock | 719,243 | ||||||||||||||||||
Non Accountable Expense Allowance | $ 641,000 | ||||||||||||||||||
Class of Warrants or Rights Exercisable Term | 5 years | ||||||||||||||||||
Placement Agent Warrants | Minimum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants purchase price | $ 4.05 | ||||||||||||||||||
Placement Agent Warrants | Maximum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants purchase price | $ 5.90 | ||||||||||||||||||
Placement Agent Warrants | Series A Convertible Preferred stock | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Placement Agent Fee | $ 1,788,000 | ||||||||||||||||||
Stock options | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period Shares Non Qualified Stock Option Gross | 20,000 | ||||||||||||||||||
Private placement | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 3,278,688 | ||||||||||||||||||
Number of shares converted | 144,425 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 21.35 | ||||||||||||||||||
Gross Proceeds From Private Placement | $ 70,000,000 | ||||||||||||||||||
Net proceeds from Private Placement, net of issuance expenses | $ 64,877,000 | ||||||||||||||||||
Employees Directors And Consultants [Member] | 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Term of option | 10 years | ||||||||||||||||||
Board Of Director And Officers [Member] | 2012 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 9,124 | ||||||||||||||||||
Employees [Member] | 2012 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 5,000 | 5,000 | 5,000 | ||||||||||||||||
Board Of Directors, Officers And Employees [Member] | Performance-based stock options | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 10,000 | ||||||||||||||||||
Board member [Member] | 2012 and 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,857 | ||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 639 | ||||||||||||||||||
Consultants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant compensation expense for service provider | $ 194,000 | $ 387,000 | $ 4,046,000 | $ 18,000 | |||||||||||||||
Warrants to purchase common stock | 25,000 | 400,000 | 25,000 | 25,000 | 60,000 | ||||||||||||||
Warrants purchase price | $ 13.88 | $ 25 | $ 13.88 | $ 13.88 | $ 6.39 | ||||||||||||||
Consultants | Unregistered Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 275,340 | ||||||||||||||||||
Consultants | Unregistered Common Stock [Member] | 2012 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 7,500 | ||||||||||||||||||
Certain service providers [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 2,139 | ||||||||||||||||||
Certain service providers [Member] | Minimum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Restricted shares issued | 12,000 | ||||||||||||||||||
Certain service providers [Member] | Maximum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Restricted shares issued | $ 16,000 | ||||||||||||||||||
Certain service providers [Member] | 2012 and 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 2,643 | ||||||||||||||||||
Certain service providers [Member] | Unregistered Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Restricted shares issued (in shares) | 7,913 | ||||||||||||||||||
Officers, employees and consultants | 2012 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Exercise price of options, maximum | $ 25.84 | ||||||||||||||||||
Officers, employees and consultants | 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 99,074 | 18,885 | |||||||||||||||||
Exercise price of options, minimum | $ 0.01 | $ 12.84 | |||||||||||||||||
Exercise price of options, maximum | $ 24.48 | ||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||
Term of option | 10 years | ||||||||||||||||||
Officers, employees and consultants | Stock options | 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 701,499 | ||||||||||||||||||
Board of directors, officers, employees and consultants | 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||
Board of directors, officers, employees and consultants | Restricted Stock | 2020 Plan | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,088,537 | ||||||||||||||||||
Warrants Exercise Price $35.00 [Member] | Consultants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants to purchase common stock | 30,000 | ||||||||||||||||||
Warrants purchase price | $ 30 | ||||||||||||||||||
Warrants Exercise Price $18.57 [Member] | Consultants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants to purchase common stock | 12,500 | ||||||||||||||||||
Warrants purchase price | $ 18.57 | ||||||||||||||||||
Warrants Exercise Price of $23.30 [Member] | Consultants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants to purchase common stock | 30,000 | ||||||||||||||||||
Warrants purchase price | $ 23.30 | ||||||||||||||||||
Warrants Exercise Price of $16.06 [Member] | Consultants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants to purchase common stock | 83,948 | ||||||||||||||||||
Warrants purchase price | $ 16.06 | ||||||||||||||||||
Warrants 35,000 Grouping [Member] | Consultants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Vesting period | 48 months | ||||||||||||||||||
Warrants to purchase common stock | 35,000 | ||||||||||||||||||
Warrants 48,948 Grouping [Member] | Consultants | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants to purchase common stock | 48,948 |
FINANCIAL EXPENSES (INCOME), _3
FINANCIAL EXPENSES (INCOME), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
FINANCIAL EXPENSES (INCOME), NET | ||||
Bank Charges | $ 60 | $ 42 | ||
Foreign currency adjustments (income) losses, net | 322 | (382) | ||
Interest income | (36) | (51) | ||
Total financial (income) expenses, net | $ (55) | $ (52) | $ 346 | $ (391) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 09, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | May 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | May 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||||||||||
Options granted, Number of options | 905,573 | |||||||||||||||
Exercise of options (In Shares) | 40,545 | |||||||||||||||
Exercise of options | $ 55,000 | $ 201,000 | $ 256,000 | |||||||||||||
Warrants to purchase common stock | 219,992 | 219,992 | ||||||||||||||
Preferred stock, shares outstanding | 12,097 | 12,097 | 15,823 | |||||||||||||
Placement Agent Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 719,243 | |||||||||||||||
Common Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Issuance of common stock to consultants and service provider (in shares) | 112,332 | 72,754 | 102,667 | 58,458 | 36,249 | 66,905 | ||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 60,000 | 1,791 | 1,754 | 5,579 | 38,771 | 37,504 | 47,074 | |||||||||
Exercise of options (In Shares) | 6,772 | 33,773 | ||||||||||||||
Conversion of Stock, Shares Issued | 8,100 | 64,369 | 802,061 | 345,577 | 917,130 | 2,160 | ||||||||||
Series A Convertible Preferred stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares converted | 3,726 | |||||||||||||||
Series A Convertible Preferred stock | Common Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion of Stock, Shares Issued | 874,530 | |||||||||||||||
Certain service providers [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 2,139 | |||||||||||||||
Consultants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 25,000 | 25,000 | 400,000 | 60,000 | ||||||||||||
Exercise price | $ 13.88 | $ 13.88 | $ 25 | $ 6.39 | ||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price of options, minimum | $ 12.23 | |||||||||||||||
Exercise price of options, maximum | $ 12.77 | |||||||||||||||
Conversion of Stock, Shares Issued | 12,346 | |||||||||||||||
Subsequent Event | Series A Convertible Preferred stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 50 | |||||||||||||||
Subsequent Event | Certain service providers [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Restricted shares granted | $ 41,074 | |||||||||||||||
Subsequent Event | Consultants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 40,000 | |||||||||||||||
Exercise price | $ 25.10 | |||||||||||||||
2020 Plan | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,754 | |||||||||||||||
2020 Plan | Subsequent Event | Employees and Service Providers [Member] | Common Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 10,500 | |||||||||||||||
2012 Plan | Subsequent Event | Officers and employees | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Issuance of Common Stock officers and employees (In Shares) | 1,810 | |||||||||||||||
Minimum [Member] | Placement Agent Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price | $ 4.05 | |||||||||||||||
Maximum [Member] | Placement Agent Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price | $ 5.90 | |||||||||||||||
Maximum [Member] | Certain service providers [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price of granted shares | $ 16 | |||||||||||||||
Maximum [Member] | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Options granted, Number of options | 58,500 | |||||||||||||||
Non-qualified Stock Option [Member] | Subsequent Event | Chief Commercial Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period Shares Non Qualified Stock Option Gross | 140,000 |