Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 17, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-37704 | ||
Entity Registrant Name | DARIOHEALTH CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-2973162 | ||
Entity Address, Address Line One | 18 W. 18th St. | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10011 | ||
City Area Code | 972 | ||
Local Phone Number | 4 770-6377 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Central Index Key | 0001533998 | ||
Current Fiscal Year End Date | --12-31 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | DRIO | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 307,551,746 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 21,814,967 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 1281 | ||
Auditor Name | KOST FORER GABBAY & KASIERER | ||
Auditor Location | Tel-Aviv, Israel |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 35,808 | $ 28,590 |
Short-term restricted bank deposits | 192 | 187 |
Trade receivables | 1,310 | 124 |
Inventories | 6,228 | 2,293 |
Other accounts receivable and prepaid expenses | 2,067 | 2,934 |
Total current assets | 45,605 | 34,128 |
NON-CURRENT ASSETS: | ||
Deposits | 20 | 20 |
Operating lease right of use assets | 287 | 498 |
Long-term assets | 57 | 185 |
Property and equipment, net | 702 | 576 |
Intangible assets, net | 12,460 | |
Goodwill | 41,640 | 0 |
Total non-current assets | 55,166 | 1,279 |
Total assets | 100,771 | 35,407 |
CURRENT LIABILITIES: | ||
Trade payables | 5,109 | 2,480 |
Deferred revenues | 1,195 | 1,224 |
Operating lease liabilities | 266 | 310 |
Other accounts payable and accrued expenses | 7,806 | 3,020 |
Total current liabilities | 14,376 | 7,034 |
NON-CURRENT LIABILITIES | ||
Operating lease liabilities | 21 | 222 |
Earn out liability | 825 | 0 |
Total non-current liabilities | 846 | 222 |
STOCKHOLDERS' EQUITY | ||
Common Stock of $0.0001 par value - Authorized: 160,000,000 shares at December 31, 2021 and 2020; Issued and Outstanding: 16,573,420 and 8,119,493 shares at December 31, 2021 and 2020, respectively | 2 | |
Preferred Stock of $0.0001 par value - Authorized: 5,000,000 shares at December 31, 2021 and 2020; Issued and Outstanding: 11,927 and 15,823 shares at December 31, 2021 and 2020, respectively | ||
Additional paid-in capital | 307,561 | 171,399 |
Accumulated deficit | (222,014) | (143,248) |
Total stockholders' equity | 85,549 | 28,151 |
Total liabilities and stockholders' equity | $ 100,771 | $ 35,407 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 16,573,420 | 8,119,493 |
Common stock, shares, outstanding | 16,573,420 | 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 | 11,927 | 15,823 |
Preferred stock, shares outstanding | 11,927 | 15,823 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Revenues | $ 20,513 | $ 7,576 |
Cost of revenues (excluding of amortization shown separately below) | 12,444 | 5,063 |
Amortization of acquired intangible assets and inventories step-up | 4,106 | |
Gross profit | 3,963 | 2,513 |
Operating expenses: | ||
Research and development | 17,219 | 4,433 |
Sales and marketing | 39,706 | 15,227 |
General and administrative | 23,532 | 12,756 |
Total operating expenses | 80,457 | 32,416 |
Operating loss | 76,494 | 29,903 |
Total financial (income) expenses, net | 235 | (458) |
Loss before taxes | 76,729 | 29,445 |
Income Tax | 32 | |
Net loss | 76,761 | 29,445 |
Deemed dividend | 2,005 | 3,658 |
Net loss attributable to holders of Common Stock | $ 78,766 | $ 33,103 |
Net loss per share: | ||
Basic net loss per share | $ 4.07 | $ 4.01 |
Diluted net loss per share | $ 4.07 | $ 4.01 |
Weighted average number of Common Stock used in computing basic net loss per share | 16,591,718 | 5,963,305 |
Weighted average number of Common Stock used in computing diluted net loss per share | 16,591,718 | 5,963,305 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 129,039 | $ (110,145) | $ 18,894 | ||
Balance (in shares) at Dec. 31, 2019 | 2,235,649 | 21,375 | |||
Payment for executives and directors under Stock for Salary Program | 1,003 | 1,003 | |||
Payment for executives and directors under Stock for Salary Program (in shares) | 164,875 | ||||
Exercise of placement agent warrants (in shares) | 222,016 | ||||
Exercise of repriced warrants | 1,088 | 1,088 | |||
Exercise of repriced warrants (in shares) | 88,889 | ||||
Issuance of common stock to consultants and service provider | 1,993 | 1,993 | |||
Issuance of common stock to consultants and service provider (in shares) | 245,480 | ||||
Issuance of common stock to directors and employees | 4,913 | 4,913 | |||
Issuance of common stock to directors and employees (in shares) | 721,820 | ||||
Deemed dividend related to warrants exchange | 599 | (599) | |||
Deemed dividend related to warrants exchange (in shares) | 161,317 | ||||
Deemed dividend related to issuance of preferred stock | 3,059 | (3,059) | |||
Conversion of preferred stock to common stock (in shares) | 1,278,695 | (5,552) | |||
Issuance of warrants to service providers | 1,487 | 1,487 | |||
Issuance of common stock, net of issuance cost upon Acquisitions | 26,460 | 26,460 | |||
Issuance of common stock, net of issuance cost upon Acquisitions (in shares) | 3,000,752 | ||||
Stock-based compensation | 1,758 | 1,758 | |||
Net loss | (29,445) | (29,445) | |||
Balance at Dec. 31, 2020 | 171,399 | (143,248) | 28,151 | ||
Balance (in shares) at Dec. 31, 2020 | 8,119,493 | 15,823 | |||
Payment for executives and directors under Stock for Salary Program | 152 | 152 | |||
Payment for executives and directors under Stock for Salary Program (in shares) | 10,934 | ||||
Exercise of options | 256 | $ 256 | |||
Exercise of options (In Shares) | 40,545 | 40,545 | |||
Exercise of placement agent warrants (in shares) | 111,061 | ||||
Exercise of repriced warrants | 633 | $ 633 | |||
Exercise of repriced warrants (in shares) | 219,992 | ||||
Issuance of common stock to consultants and service provider | 4,626 | 4,626 | |||
Issuance of common stock to consultants and service provider (in shares) | 342,947 | ||||
Issuance of common stock to directors and employees | 303 | 303 | |||
Issuance of common stock to directors and employees (in shares) | 18,885 | ||||
Deemed dividend related to issuance of preferred stock | 2,005 | (2,005) | |||
Conversion of preferred stock to common stock (in shares) | 918,237 | (3,896) | |||
Issuance of warrants to service providers | 6,817 | 6,817 | |||
Issuance of common stock, net of issuance cost upon Acquisitions | $ 1 | 64,876 | 64,877 | ||
Issuance of common stock, net of issuance cost upon Acquisitions (in shares) | 3,278,688 | ||||
Issuance of common stock upon acquisition | $ 1 | 43,421 | 43,422 | ||
Issuance of common stock upon acquisition (in shares) | 2,418,011 | ||||
Stock-based compensation | 13,073 | 13,073 | |||
Stock-based compensation (in shares) | 1,094,627 | ||||
Net loss | (76,761) | (76,761) | |||
Balance at Dec. 31, 2021 | $ 2 | $ 307,561 | $ (222,014) | $ 85,549 | |
Balance (in shares) at Dec. 31, 2021 | 16,573,420 | 11,927 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (76,761) | $ (29,445) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation, common stock, and payment in stock to directors, employees, consultants, and service providers | 24,971 | 11,102 |
Depreciation | 282 | 190 |
Change in operating lease right of use assets | 211 | 267 |
Amortization of acquired inventories step-up | 1,140 | |
Amortization of acquired intangible assets | 3,035 | |
Decrease (increase) in trade receivables | (351) | 548 |
Decrease (increase) in other accounts receivable, prepaid expense and long-term assets | (16) | (1,152) |
Decrease (increase) in inventories | (2,230) | (879) |
Increase in trade payables | 1,080 | 824 |
Increase (decrease) in other accounts payable and accrued expenses | (865) | 1,048 |
Increase (decrease) in deferred revenues | (157) | 1 |
Change in operating lease liabilities | (245) | (240) |
Revaluation of earn-out | (503) | |
Net cash used in operating activities | (50,409) | (17,736) |
Cash flows from investing activities: | ||
Investment in deposit | (4) | |
Purchase of property and equipment | (261) | (118) |
Loans receivables | (400) | (1,500) |
Net cash used in investing activities | (8,134) | (1,622) |
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 restricted cash and cash equivalents | 7,223 | 8,190 |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 28,725 | 20,535 |
Cash, cash equivalents and short-term restricted bank deposits at end of period | 35,948 | $ 28,725 |
WayForward | ||
Cash flows from investing activities: | ||
Cash paid as part of acquisition | (4,997) | |
Upright Technologies Limited [Member] | ||
Cash flows from investing activities: | ||
Cash paid as part of acquisition | $ (2,476) |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 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 Global Digital Therapeutics (DTx) company changing the way people with chronic conditions manage their health. By delivering personalized evidence-based interventions that are driven by precision data analytics, software, and personalized coaching, DarioHealth has developed an approach that empowers individuals to adjust their lifestyle in holistic way. DarioHealth’s cross-functional team operates at the intersection of life sciences, behavioral science, and software technology to deliver seamlessly integrated and highly engaging digital therapeutics interventions. Our diabetes solutions, its user-centric approach is used by tens of thousands of customers around the globe. DarioHealth is rapidly expanding its solutions for additional chronic conditions such as hypertension and moving into new geographic markets. DarioHealth’s digital therapeutic platform has been designed with a ‘user-first’ strategy, focusing on the user’s needs first and foremost, and user experience and satisfaction. User satisfaction is constantly measured and drives, all company processes, including our technology design. The Company has one reporting unit and one operating segment. b. The Company has a wholly owned subsidiary, LabStyle Innovation Ltd. (“LabStyle”), which was incorporated and commenced operations on September 14, 2011 in Israel. Its principal business activity is to hold the Company’s intellectual property and to perform research and development, manufacturing, marketing and other business activities. c. On January 26, 2021, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) pursuant to which the Company, through LabStyle , acquired all of the outstanding securities of Upright Technologies Ltd. and its wholly owned subsidiary Upright Technologies Inc. (“Upright”). Upright is a 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). NOTE 1:- GENERAL (Cont.) e. During the year ended December 31, 2021, the Company incurred operating losses and negative cash flows from operating activities amounting to $76,494 and $50,409 , respectively. On December 31, 2021, we had $35,808 in available cash and cash equivalent. On February 28, 2022, the Company entered into securities purchase agreements with accredited investors relating to an offering of its common stock, resulting in aggregate gross proceeds of approximately $40,000 ( $38,026 net of issuance expenses). Management believes that the proceeds from the recent securities purchase agreements, combined with our cash on hand are sufficient to meet our obligations as they come due for at least a period of twelve months from the date of the issuance of these 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. f. In December 2015, the United States Food and Drug Administration granted LabStyle 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 | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”). a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting policies and estimates are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. b. Financial statements in U.S. dollars (“$,” “dollar” or “dollars”): The functional currency of the Company and its subsidiaries is the U.S dollar. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of LabStyle and Upright expenses is denominated in New Israeli Shekels c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. d. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) e. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 0.01%as of December 31, 2021 and 2020, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2021, and 2020, the Company had a short-term restricted bank deposit which are used as collateral for rent in the amount of $127 and $123, respectively. As of December 31, 2021, and 2020, the Company had short-term restricted bank deposits which are used as collateral for credit payments in amounts of $65 and $64, respectively. The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2021 2020 Cash, and cash equivalents as reported on the balance sheets $ 35,808 $ 28,590 Short-term restricted bank deposits, as reported on the balance sheets $ 140 $ 135 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 35,948 $ 28,725 f. Inventories: Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues and ramp up of manufacturing when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2021 and 2020 amounted to $73 and $99, respectively. g. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or h. Impairment of long-lived assets: The Company's long lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2021, and 2020, no impairment was recorded. i. Revenue recognition The Company recognizes revenue in accordance with ASC 606, revenue from contracts with customers, when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company considers customer and distributers purchase orders to be the contracts with a customer. For each contract, the Company considers the promise to transfer tangible products and\or services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments to determine the net consideration to which the Company expects to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. The revenues from fixed-price services are recognized ratably over the contract period and the costs associated with these contracts are recognized as incurred. j. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of deferred costs and inventory write-downs. k. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term restricted bank deposits and trade receivables. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) All of the cash and cash equivalents and short-term restricted bank deposits of the Company and its Subsidiaries are invested in deposits and current accounts with major U.S. and Israeli banks. Such cash and cash equivalents and short-term restricted bank deposits may be in excess of insured limits and are not insured in other jurisdictions. Generally, cash and cash equivalents and short-term restricted bank deposits may be redeemed and therefore a minimal credit risk exists with respect to these deposits and investments. The Company’s trade receivables are derived mainly from sales to distributers and to end-users world-wide. The Company performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined with respect to those specific amounts that the Company has determined to be doubtful of collection. The Company had no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. l. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of December 31, 2021, and 2020 a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2021, and 2020, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. m. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. n. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. o. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The Company's earn-out liability is measured at fair value using Level 3 unobservable inputs (see note 4b). The Company utilized a Monte Carlo simulation model for the initial and subsequent valuations of the earn-out liability. p. Basic and diluted net loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Convertible Preferred shares to be participating securities as the holders of the Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Convertible Preferred shares into shares of Common Stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the period presented was not allocated to the Company’s participating securities. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of Common Stock, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive. The total number of potential common shares related to the outstanding options, warrant and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 7,155,744 and 6,636,437 for the year ended December 31, 2021 and 2020, respectively. q. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2021 and 2020 amounted to $870 and $387, respectively. The Company has a 401(k) defined contribution plan covering certain employees in the U.S. All eligible employees may elect to contribute up to 92%, but generally not greater than $20 per year (for certain employees over 50 years of age the maximum contribution is $26 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) r. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2021 and 2020, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. s. Leases: Lessee accounting: The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use ("ROU") asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate ("IBR") based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. t. Business combination: The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired brand from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The Company accounts for a transaction as an asset acquisition pursuant to the provisions of ASU 2017-01, “Clarifying the Definition of a Business,” when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related direct costs are capitalized as part of the asset or assets acquired. u. Goodwill ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit would exceed its estimated fair value, the Company would have recognized an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which was adopted as of January 1, 2020. For the years ended December 31, 2021 and 2020, no impairment of goodwill has been recorded. v. Recently adopted accounting pronouncements: In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance. ASU 2019-12 is effective for the Company as of January 1, 2021 and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. w. Recently issued accounting pronouncements, not yet adopted: 1. In September 2016, the Financial Accounting Standards Board (the "FASB") issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements. 2. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. ASU 2020-06 also requires that the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or share. This amendment removes current guidance that allows an entity to rebut this presumption if it has a history or policy of cash settlement. Furthermore, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements . 3. In October 2021, the FASB issued ASU 2021-08, which requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805. requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. For the Company, the guidance is effective for fiscal years beginning after 15 December 2022 and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2021-08 on its consolidated financial statements. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2021 2020 Prepaid expenses $ 1,591 $ 1,354 Government authorities 76 80 Loan receivables (*) 400 1,500 $ 2,067 $ 2,934 *) see notes 4a and 17. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 4:- ACQUISITIONS a. Acquisition of Upright On February 1, 2021 (the “Acquisition Date”), the Company completed the acquisition, through its subsidiary LabStyle, of Upright. The acquisition was accounted as a business combination. The consideration transferred included 1,649,887 shares of Common Stock, the repayment of Upright's outstanding debt in the amount of $3,020, a settlement of a loan previously granted by the Company to Upright in the amount of $1,500 and an issuance of a replacement share based compensation awards in the amount of $712. The total consideration transferred in the acquisition of Upright was $33,578. Goodwill is primarily attributable to expected synergies arising from technology integration and expanded product availability to the Company’s existing and new customers. Goodwill is not deductible for income tax purpose. In addition, the Company incurred acquisition-related costs in a total amount of $378. Acquisition-related costs include legal and accounting services which were included in general and administrative expenses in the Consolidated Statements of Comprehensive loss. 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: Amortization period (Years) Tangible assets acquired (including cash of $544) $ 1,405 Inventory *) 2,845 Liabilities assumed (6,001) Net liabilities assumed (1,751) Technology 9,599 4 Goodwill 25,730 Infinite Total purchase price $ 33,578 *) Including step-up in inventory fair value of $1,140 NOTE 4:- ACQUISITIONS (Cont.) 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. The acquisition was accounted for as a business combination. The consideration transferred included 768,124 restricted shares of Common Stock, cash consideration of $5,387 and an earn-out consideration payable in up to 237,076 restricted shares of Common Stock, subject to certain revenue thresholds that will be resolved in 2022. The fair value total consideration transferred in the acquisition of WayForward was $21,079. The fair value, as of the closing date, of the earn-out consideration was $1,328 and was included as part of the consideration transferred. Since the earn-out arrangement is not indexed to the Company's own stock, the earn-out arrangement was accounted for as a liability, subsequently measured at fair value through earnings until settlement. Goodwill is primarily attributable to expected synergies arising from technology integration and expanded product availability to the Company’s existing and new customers. Goodwill is not deductible for income tax purpose. As of December 31, 2021, the earn-out liability fair value was $825. For the year ended December 31, 2021, the Company recorded reevaluation income in the amount of $503. In addition, the Company incurred acquisition-related costs in a total amount of $502 acquisition-related costs which include legal and accounting acquisition-related costs include legal and accounting services which were included in general and administrative expenses in the Consolidated Statements of Comprehensive loss. 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: Amortization period (years) Tangible assets acquired (including cash of $139) $ 349 Liabilities assumed (1,076) Net liabilities assumed (727) Technology 5,520 4 Brand 376 3 Goodwill 15,910 Infinite Total purchase price $ 21,079 NOTE 4:- ACQUISITIONS (Cont.) Pro forma results The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisitions of Upright, which closed in February 2021, 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 been acquired as of January 1, 2020. The following table doesn’t include WayForward results prior to the acquisition date due to lack of materiality. Year ended Year ended December 31, December 31, 2021 2020 Total revenue $ 21,568 $ 20,533 Total expenses 98,379 64,704 Preferred stock Deemed dividend 2,005 3,658 Net loss attributable to holders of common stock 78,816 47,829 Basic and diluted net loss per share $ 3.95 $ 4.10 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORIES | |
INVENTORIES | NOTE 5:- INVENTORIES December 31, 2021 2020 Raw materials $ 714 $ 377 Finished products 5,514 1,916 $ 6,228 $ 2,293 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
REVENUES. | |
REVENUES | NOTE 6: - The following tables represent the Company total revenues for the year ended December 31, 2021 and 2020 by performance obligation type as a result of implementing ASC 606: December 31, 2021 2020 Hardware and consumable products $ 17,793 $ 5,767 Services (*) 2,720 1,809 $ 20,513 $ 7,576 (*) Software application and remote monitoring services NOTE 6: - The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations primarily related services have been performed. Advance payments are received at the beginning of the service period and the related deferred revenues are reclassified to revenue ratably over the service period. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The following table presents the significant changes in the deferred revenue balance during the year ended December 31, 2021: Balance, beginning of the period $ 1,224 New performance obligations 3,633 Reclassification to revenue as a result of satisfying performance obligations (3,662) Balance, end of the period $ 1,195 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
LEASES | NOTE 7:- LEASES The Company has entered into various non-cancelable operating lease agreements for certain of its offices and car leases. The Company's leases have original lease periods expiring between 2021 and 2023. Many leases include one or more options to renew. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants, the Company elected the practical expedient for short term leases. The components of lease costs, lease term and discount rate are as follows: Twelve Months Ended December 31, 2021 Lease cost Operating lease cost $ 344 Short term lease cost 415 Variable lease cost 8 Total lease cost $ 767 Weighted Average Remaining Lease Term Operating leases 1.03 years Weighted Average Discount Rate Operating leases 7.28 % NOTE 7: - LEASES The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2021: Operating Leases 2022 $ 271 2023 27 Total undiscounted cash flows 298 Less imputed interest (11) Present value of lease liabilities $ 287 Supplemental cash flow information related to leases are as follows: Year ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 344 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 56 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | NOTE 8:- PROPERTY AND EQUIPMENT, NET Composition of assets, grouped by major classification, is as follows: December 31, 2021 2020 Cost: Computers and peripheral equipment $ 805 $ 326 Office furniture and equipment 161 132 Production lines 812 763 Leasehold improvement 150 147 1,928 1,368 Accumulated depreciation: Computers and peripheral equipment 460 179 Office furniture and equipment 57 41 Production lines 647 526 Leasehold improvement 62 46 1,226 792 Property and equipment, net $ 702 $ 576 Depreciation expenses for the year ended December 31, 2021 and 2020 amounted to $282 and $190, respectively. |
OTHER INTANGIBLE ASSETS, Net
OTHER INTANGIBLE ASSETS, Net | 12 Months Ended |
Dec. 31, 2021 | |
OTHER INTANGIBLE ASSETS, Net | |
OTHER INTANGIBLE ASSETS, Net | NOTE 9:- OTHER INTANGIBLE ASSETS , a. Definite-lived other intangible assets: December 31, 2021 Original amounts: Technology $ 15,119 Brand 376 15,495 Accumulated amortization: Technology 2,964 Brand 71 3,035 Other intangible assets, net $ 12,460 b. Amortization expense amounted to $3,035 for the year ended December 31, 2021. c. Estimated amortization expense: For the year ended December 31, 2022 $ 3,905 2023 3,905 2024 3,845 2025 805 $ 12,460 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL. | |
GOODWILL | NOTE 10:- GOODWILL Following the Company's acquisitions in 2021 as described in Note 4, the changes in the carrying amount of goodwill allocated to reportable segments for the year ended December 31, 2021 are as follows: December 31, 2021 As of January 1, 2021 $ — Acquisitions 41,640 As of December 31, 2021 $ 41,640 |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 11:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2021 2020 Employees and payroll accruals $ 3,408 $ 2,140 Accrued expenses 4,398 880 $ 7,806 $ 3,020 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 12:- COMMITMENTS AND CONTINGENT LIABILITIES As of December 31, 2021 |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
LONG-LIVED ASSETS | |
LONG-LIVED ASSETS | NOTE 13:- LONG-LIVED ASSETS As of December 31, 2021, substantially all of the Company long live assets are located in Israel. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2021 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 14:- TAXES ON INCOME The Company and its subsidiaries are separately taxed under the domestic tax laws of the country of incorporation of each entity. a. Tax Reform On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was signed into law. The TCJA makes broad and complex changes to the Internal Revenue Code of 1986 (the “Code”) that may impact the Company’s provision for income taxes. The changes include, but are not limited to: ● Decreasing the corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017 (“Rate Reduction”); ● The Deemed Repatriation Transition Tax; and ● Taxation of Global Intangible Low-Taxed Income (“GILTI”) earned by foreign subsidiaries beginning after December 31, 2017. The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Net Operating Losses- Before the TCJA, taxable losses generated in the U.S. were able to be carried back for two years or carried forward for 20 years to offset prior/future year taxable income. TCJA changes the rule, and allows losses generated after 2017 (i.e. starting in 2018) to be carried forward indefinitely, but only to offset 80% of future year income. Carryback losses are no longer allowed. In response to the COVID-19 pandemic, the U.S. passed the Coronavirus Aid, Relief, and Economic Security Act (CARES) in March 2020. The CARES Act changed the treatment of net operating losses (“NOLS”) generated in tax years 2018, 2019 and 2020. Losses generated in these years are able to be carried backward for 5 years, and carried forward indefinitely, without the 80% limitation. b. Tax rates applicable to Labstyle and Upright.: The Corporate tax rate in Israel in 2020 and 2021 was 23%. c. Net operating loss carryforward: Labstyle and Upright have accumulated net operating losses for Israeli income tax purposes as of December 31, 2021, in the amount of approximately $100,120 and $33,840, respectively. The net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. NOTE 14:- TAXES ON INCOME (Cont.) As of December 31, 202 1 30,306 and 7,604, of which $7,120 and $371, respectively, were generated from tax years 2011-2017 and can be carried forward and offset against taxable income and that expires during the years 2031 to 2037 . Under Sections 382 and 383 of the IRC, utilization of the U.S. loss carryforward may be subject to substantial annual limitation due to the “change in ownership” provisions of the Code and similar state provisions. The annual limitations may result in the expiration of losses before utilization. Since the Company has not yet utilized the losses to offset income, no study has been performed to assess the potential limitations, but when relevant, a study will be performed. The remaining NOLs of the Company and WayForward are approximately $23,186 and $7,233, were generated in years 2018-2021, and are subject to the TCJA, which modified the rules regarding utilization of NOLs. NOLs generated after December 31, 2017, can only be used to offset 80% of taxable income with an indefinite carryforward period for unused carryforwards (i.e., they should not expire). Utilization of the federal and state net operating losses and credits may be subject to a substantial annual limitation due to an additional ownership change. The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event, the Company has a change of ownership, utilization of the carryforwards could be restricted. As discussed above, under the CARES Act, the losses from 2018-2021 are excluded from the limitation and can be carried forward indefinitely to offset 100% of future net income. d. Deferred income taxes : Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss and capital losses carry forward $ 39,328 $ 23,326 Temporary differences - Research and development expenses 2,654 912 Temporary differences - Accrued employees costs 320 197 Temporary differences - Stock-based compensation 1,426 — Deferred tax assets: 43,728 24,435 Less: Valuation allowance (41,520) (24,435) Deferred tax assets 2,208 — Deferred tax liability: Temporary differences - Intangible Assets (2,208) — Deferred tax liability (2,208) — Net deferred tax asset $ — $ — NOTE 14:- TAXES ON INCOME (Cont.) The deferred tax balances included in the consolidated financial statements as of December 31, 2021, are calculated according to the tax rates that were in effect as of the reporting date and do not take into account the potential effects of the changes in the tax rate. The net change in the total valuation allowance for the year ended December 31, 2021, was an increase of $17,085 and is mainly relates to increase in deferred taxes on net operating loss for which a full valuation allowance was recorded. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences and tax loss carryforward are deductible. Management considers the projected taxable income and tax-planning strategies in making this assessment. In consideration of the Company’s accumulated losses and the uncertainty of its ability to utilize its deferred tax assets in the future, management currently believes that it is more likely than not that the Company will not realize its deferred tax assets and accordingly recorded a valuation allowance to fully offset all the deferred tax assets. e. Loss before taxes on income consists of the following : Year ended December 31, 2021 2020 Domestic $ 21,065 $ 12,471 Foreign 55,664 16,974 $ 76,729 $ 29,445 f. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 15:- STOCKHOLDERS’ EQUITY a. The holders of Common Stock have the right to one vote for each share of Common Stock held of record by such holder with respect to all matters on which holders of Common Stock are entitled to vote, to receive dividends as they may be declared at the discretion of the Company’s Board of Directors and to participate in the balance of the Company’s assets remaining after liquidation, dissolution or winding up, ratably in proportion to the number of shares of Common Stock held by them after giving effect to any rights of holders of preferred stock. Except for contractual rights of certain investors, the holders of Common Stock have no pre-emptive or similar rights and are not subject to redemption rights and carry no subscription or conversion rights. b. On April 3, 2015, the Company’s Board of Directors approved stock for salary program pursuant to which the Company will issue compensation shares of restricted Common Stock (“Compensation Shares”) to directors, officers, and employees of the Company as consideration for a reduction in or waiver of cash salary, bonus or fees owed to such individuals. The waiver of cash salary will be done upon the average closing price of the Common Stock for the 30 trading days prior to the date the Compensation Shares are granted or as otherwise defined by the Compensation Committee of the Board of Directors. In September 2019, the Company’s Compensation Committee of the Board of Directors approved the grant of an aggregate of 5,378 shares of Common Stock to service providers of which 4,753 shares were issued during the third and fourth quarters of 2019 and the remainder of 625 shares were issued during the first quarter of 2020. During the year ended December 31, 2020, the Company issued 164,479 Compensation Shares to certain members of the Board of Directors, officers, and employees as consideration for a waiver of cash owed to such individuals amounting to $1,001. In addition, the Company granted 15,034 shares to directors upon departure from the Board of Directors. During the year ended December 31, 2020, the Board of Directors approved the grant of 170,229 shares of Common Stock to certain consultants of the Company, a portion of which were made in lieu of cash owed to such consultants. During the year ended December 31, 2020, the Company’s Compensation Committee of the Board of Directors approved the grant of an aggregate of 707,182 shares to directors, officers, employees and consultants of the Company. In January 2020, the Board of Directors authorized the Company to issue warrants to purchase up to 13,750, and 250,000 shares of Common Stock, respectively, to certain consultants of the Company, at a purchase price of $12.00 and $6.56, respectively. As such, the Company recorded a warrant compensation expense for service providers in the amount of $1,131. In April 2020, the Compensation Committee of the Board of Directors approved a monthly grant of shares of the Company’s Common Stock equal between $12.00 to $18.00 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 years ended December 31, 2021 and 2020, a total of 16,126 and 11,033 restricted unregistered shares of Common Stock, respectively, were issued to certain service providers under this approval. During the year ended December 31, 2020 NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) In April 2020, the Audit and Compensation Committee of the Board of Directors approved monthly grants of 1,500 shares of the Company’s Common Stock, of which 639 shares were issued to a board member under the 2012 Plan, and 861 restricted shares to certain service providers to be granted monthly during the 12-month period that the certain consulting agreement with said service providers is in effect. During the year ended December 31, 2020, a total of 13,500 shares of the Company’s Common Stock were issued under the said approval of which 9,195 shares were issued under the plan including 5,691 to a board member and the remaining 4,305 shares were issued as restricted shares to certain service providers. The Company recorded compensation expense for service providers in the amount of $55. During the year ended December 31, 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. The Company recorded compensation expense for service providers in the amount of $21. In May 2020, the Compensation Committee of the Board of Directors authorized the Company to issue, in several installments, 45,000 shares and warrants to purchase 110,000 shares of Common Stock, to certain consultants of the Company, of which warrants to purchase 60,000 shares of Common Stock which shall vest over a 12-month period. The warrants exercise prices are between $6.39 and $10.00 per share. During the year ended December 31, 2020 During the year ended December 31, 2021, the Company’s Compensation Committee of the Board of Directors approved an aggregate of 10,934 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. 14,180 shares were issued under the Company’s 2012 Plan and 1,754 shares were issued under the 2020 Plan. During the year ended December 31, 2021, the Board of Directors approved the grant of an aggregate of 18,885 shares of Common Stock, to officers, employees, and consultants of Upright . During the year ended December 31, 2021, the Board of Directors approved the grant of 319,414 During the year ended December 31, 2021, the Company’s Compensation Committee approved the grant of an aggregate of 1,102,243 restricted shares of Common Stock, subject to time vesting to directors, officers, employees and consultants of the Company. The time vesting restricted shares vest over a period of three years commencing on the respective grant dates. The shares were issued under the 2020 Plan. In February 2021, the Board of Directors authorized the Company to issue warrants to purchase up to 400,000, shares of Common Stock, to a certain consultant of the Company, at a purchase price of $25.00. As such, the Company recorded compensation expense for service providers in the amount of $ 5,700 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 compensation expense for service providers in the amount of $387. NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) 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 of December 31, 2021, the terms of 3,000 performance-based warrants were met. As such, the Company recorded a warrant compensation expense for service providers in the amount of $ 312 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. In October and December 2021, the Compensation Committee authorized the Company to issue 8,000 shares which shell vest over a six-month period, and warrants to purchase up to 40,000, and 208,000 c. In November and December, 2019, the Company entered into subscription agreements (the “Series A, A-1, A-2, A-3 and A-4 Subscription Agreement”) for a sale of an aggregate of 21,375 shares of newly designated Series A, A-1, A-2, A-3 and A-4 Preferred Stock (the “Series A Preferred Stock”), at a purchase price of $1,000 per share (the “Stated Value”), for aggregate gross proceeds, of approximately $21,375 ( $18,689 net of issuance expenses). The initial conversion price for the Series A, A-1, A-2, A-3 and A-4 Preferred Stock was $4.05 , $4.05 , $4.28 , $4.98 and $5.90 , respectively, subject to adjustment in the event of stock splits, stock dividends, and similar transactions). As such, the Company recorded a deemed dividend during 2019 in the amount of $2,860 for the benefit created to the series A-2, A-3 and A-4 holders. During the year ended December 31, 2021 and 2020, a total of 3,896 and 5,552 of certain Series A Convertible Preferred Stock, were converted into 918,237 and 1,278,695 shares of Common Stock, respectively, including issuance of dividend shares. The holders of series A Preferred Stock (excluding Series A-1 Preferred Stock, which do not possess any voting rights) shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, Holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class. Upon any liquidation, dissolution or winding-up of the Company, after the satisfaction in full of the debts of the Company and payment of the liquidation preference to the Senior Securities, holders of Series A Preferred Stock shall be entitled to be paid, on a pari passu basis with the payment of any liquidation preference afforded to holders of any Parity Securities, the remaining assets of the Company available for distribution to its stockholders. For these purposes, (i) “Parity Securities” means the Common Stock, Series A Preferred Stock and any other class or series of capital stock of the Company hereinafter created that expressly ranks pari passu with the Series A Preferred Stock; and (ii) “Senior Securities” shall mean any class or series of capital stock of the Company hereafter created which expressly ranks senior to the Parity Securities. NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) Each share of Series A Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations as set forth in the Series A Certificate of Designation into such number of shares of Company’s Common Stock equal to the number of Series A Preferred Shares to be converted, multiplied by the Stated Value, divided by the conversion price in effect at the time of the conversion. The Series A Preferred Stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the earliest to occur of (i) upon the approval of the holders at least 50.1% of the outstanding shares of Series A Preferred with respect to the Series A Preferred Stock; or (ii) the 36-month anniversary of each of the Series A Effective Date. The holders of Series A Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such holder on the 12-month anniversary of the Series A Effective Date, (ii) a number of shares of Common Stock equal to fifteen percent (15%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred then held by such holder on the 24-month anniversary of the Series A Effective Date, and (iii) a number of shares of Common Stock equal to twenty percent (20%) of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such holder on the 36-month anniversary of the Series A Effective Date. During the year ended December 31, 2021 and 2020, The Company accounted for the dividend as a deemed dividend in a total amount of $2,005 and $3,059, respectively. Pursuant to the Placement Agency Agreement (the “Placement Agency Agreement”) executed by and between the Company and the registered broker dealer retained to act as the Company’s exclusive placement agent (the “Placement Agent”) for the offering of the Series A Preferred Stock, the Company paid the Placement Agent an aggregate cash fee of $1,788, non-accountable expense allowance of $641 and was required to issue to the Placement Agent or its designees warrants to purchase 719,243 shares of Common Stock at an exercise price ranging from $4.05 to $5.90 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period of five years from the date of the final closing of the Series A Preferred Stock Offering. As of December 31, 2021, out of the Placement Agent Warrants that were issued in December 2019 and July 2020, 451,226 were exercised into 333,077 shares of Common Stock. d. In March 2020, the Board of Directors authorized the Company to enter into an agreement to issue in the future warrants to purchase up to 500,000 shares of Common Stock to a business partner of the Company, upon reaching certain performance criteria, at a purchase price of $5.94 . Certain performance criteria with respect to the first and the second tranches of 250,000 warrants to purchase shares were not met and that portion of such warrant expired as of December 31, 2021. e. On July 28, 2020, the Company entered into subscription agreements with accredited investors relating to an offering with respect to the sale of an aggregate of (i) 2,969,266 shares of the Company’s Common Stock, at a purchase price of $7.47 per Share, and (ii) pre-funded warrants to purchase 824,689 shares of Common Stock, at a purchase price of $7.4699 per Pre-Funded Warrant. In addition, on July 30, 2020, the Company entered into a subscription agreement with an accredited investor for the purchase of 31,486 shares of Common Stock at a purchase price per share of $7.94 per Share. The aggregate gross proceeds were approximately $28,591 ( $26,460 net of issuance costs). NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) f. 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). g. During the year ended December 31, 2021, options were exercised into 40,545 shares of Common Stock, with aggregate gross proceeds of approximately $256 . h. The table below summarizes the outstanding warrants as of December 31, 2021: Warrants outstanding as of Exercise December 31, 2021 price $ Expiration date March 2017 Public Offering - Representative’s Warrants 1,820 77.50 March 31, 2022 Placement Agent Warrants A-1 December 2019 233,347 4.05 December 19, 2024 Placement Agent Warrants A-2 December 2019 25,034 4.28 December 19, 2024 Placement Agent Warrants A-3 December 2019 47,527 4.98 December 19, 2024 Placement Agent Warrants A-4 December 2019 5,839 5.90 December 19, 2024 Consultants 300,000 25.00 February 16, 2024 Consultants 10,000 7.50 April 6, 2024 Consultants 12,500 18.57 April 13, 2024 Consultants 10,000 8.00 June 17, 2024 Consultants 10,000 9.00 September 9, 2024 Consultants 20,000 10.00 November 9, 2024 Consultants 35,000 16.06 December 1, 2024 Consultants 3,000 16.06 December 1, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 30,000 30.00 April 1, 2025 Consultants 30,000 23.30 July 1, 2025 Agent warrants B-1 July 31 2020 150,070 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 2,393 7.94 July 31, 2025 Consultants 25,000 13.88 September 26, 2025 Consultants 40,000 25.10 October 1, 2025 Consultants 8,000 13.60 December 31, 2025 Consultants 100,000 13.60 December 31, 2026 Consultants 100,000 13.60 December 31, 2026 Consultants 13,750 12.00 August 1, 2029 Total outstanding 1,273,280 NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) During the year ended December 31, 2021 and 2020, certain Company warrant holders have exercised and exchanged Company warrants as detailed here below: In January and July 2020, the Company entered into exchange agreements (each an “Exchange Agreement”) with certain Company warrant holders who were granted warrants to purchase up to an aggregate of 230,452 shares of Common Stock in September 2018. Pursuant to the terms of the Exchange Agreements, the warrant holders agreed to surrender such warrants for cancellation and received, as consideration for the cancellation of such 2018 warrants, an aggregate of 161,317 restricted shares of Common Stock, thereby creating a benefit to these warrant holders. As such the Company recorded a deemed dividend in the amount of $599. In September 2020, the Company entered into an agreement with a certain warrant holder who was granted warrants to purchase up to an aggregate of 88,889 shares of Common Stock in September 2018. Warrants to purchase 88,889 shares of Common Stock were exercised into shares of Common Stock at an exercise price of $13.00 per share. The aggregate gross proceeds were approximately $1,156 ($1,088 net of issuance expenses costs). During the year ended December 31, 2021, certain Company warrants holders have exercised warrants into 219,992 shares for total proceeds of $633. i. Stock-based compensation: On January 23, 2012, the Company’s 2012 Plan was adopted by the Board of Directors of the Company and approved by a majority of the Company’s stockholders, under which options to purchase shares of Common Stock have been reserved. Under the 2012 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. On February 5, 2020, the Company’s stockholders approved an amendment to the 2012 Plan to increase the number of shares authorized for issuance under the 2012 Plan by 1,350,000 shares, from 618,650 to 1,968,650. On October 14, 2020, the Company’s stockholders approved the 2020 Equity incentive Plan (the “2020 Plan”) and the immediate reservation of 900,000 shares under this Plan for the remainder of the 2020 fiscal year. Under the 2020 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. During 2021 j. The following options were issued under the 2012 Plan during 2020 and 2021: During the year ended December 31, 2020, the Company’s Compensation Committee of the Board of Directors approved the grant of an aggregate of 623,491 options to employees, directors and consultants of the Company, at exercise prices between $6.35 and $18.68 per share. The stock options vest over a period of three years commencing on the respective grant dates. The options have a six-year term and were issued under the 2012 Plan. NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) In January and March 2020, the Compensation Committee of the Board of Directors approved an inducement grant of a non-qualified stock option award to purchase 140,000 shares of the Company’s Common Stock, as well as an additional inducement grant consisting of a non-qualified performance-based stock option award to purchase an additional 90,000 shares of the Company’s Common Stock outside of the Company’s Amended and Restated 2012 Equity Incentive Plan, as amended (the “2012” Plan”), pursuant to Nasdaq Listing Rule 5635(c)(4), in connection with the employment of its President and General Manager of North America and of its Chief Medical Officer. In March and May 2020, the Board of Directors approved the grant of fully vested options to purchase 5,540 shares of Common Stock to certain consultants of the Company, a portion of which were made in lieu of cash owed to such consultants. During the year ended December 31, 2021, the Board of Directors approved 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 year ended December 31, 2021, the Company’s Compensation Committee approved the grant of 763,999 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 $12.77 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 May 2021, the Compensation Committee of the Board of Directors approved an inducement grant of a non-qualified performance-based 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. 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. NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 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 year 973,575 17.56 4.99 5,510 Options granted (*) 1,108,073 19.32 — — Options exercised (40,545) 6 — — Options expired (58,947) 43.90 — — Options forfeited (103,988) 15.39 — — Options outstanding at end of year 1,878,168 17.04 6.96 3,861 Options vested and expected to vest at end of year 1,744,846 18.27 6.92 3,655 Exercisable at end of year 590,060 22.47 5.04 2,243 Weighted average grant date fair value of options granted during the year ended December 31, 2021 and 2020 is $13.59 and $5.19, respectively. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last day of fiscal 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 December 31, 2021. This amount is impacted by the changes in the fair market value of the Common Stock Transactions related to restricted shares granted\forfeited during the year ended December 31, 2021 were as follows Number of Restricted shares Restricted shares outstanding at beginning of year - Restricted shares granted 1,107,243 Restricted shares forfeited (12,616) Restricted shares outstanding at end of year 1,094,627 NOTE 15:- STOCKHOLDERS’ EQUITY (Cont.) The following table presents the assumptions used to estimate the fair values of the options granted to employees, non-employees and directors in the period presented: Year ended December 31, 2021 2020 Volatility 93.34%-111.82 % 87.55%-99.39 % Risk-free interest rate 0.11%-1.37 % 0.2%-1.56 % Dividend yield 0 % 0 % Expected life (years) 2.09-5.86 3.5-4.5 As of December 31, 2021, the total unrecognized estimated compensation cost related to non-vested stock options and restricted shares granted prior to that date was $26,067, which is expected to be recognized over a weighted average period of approximately 1.15 year. The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2021 and 2020 were comprised as follows: Year ended December 31, 2021 2020 Cost of revenues $ 97 $ 35 Research and development 3,872 824 Sales and marketing 6,039 2,741 General and administrative 14,963 7,502 Total stock-based compensation expenses $ 24,971 $ 11,102 |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 12 Months Ended |
Dec. 31, 2021 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 16:- SELECTED STATEMENTS OF OPERATIONS DATA Financial (income) losses, net: Year ended December 31, 2021 2020 Bank charges $ 84 $ 49 Foreign currency adjustments (income) expenses, net 195 (446) Interest income (44) (61) Total Financial (income) losses, net $ 235 $ (458) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17:- SUBSEQUENT EVENTS a. In April 2020, the Compensation Committee of the Board of Directors approved a monthly grant of shares of the Company’s Common Stock equal up to $16 of restricted shares to certain service providers per month, to be granted monthly during the period that the certain consulting agreement remains in effect. During the first quarter of 2022, the Company issued a total of 4,983 restricted shares of the Company’s Common Stock to certain service providers. b. On January 4, 2022, out of the pre-funded warrants that were issued in May 2019, 81,233 were exercised on a cashless basis into 81,221 shares of Common Stock. c. In January 2022, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 1,339,624 shares, from 2,528,890 to 3,868,514. d. In January 2022, the Company entered into a Technology Purchase Agreement, to acquire certain assets of Physimax Technologies Ltd. in consideration of the Company’s issuing up to 256,660 shares of the Company’s Common Stock representing a purchase price of $5,500 in the aggregate, at a price per share equal to $21.35, plus a cash payment of $500, of which $400 were transferred as convertible loan and $100 are payable at closing, as well as assume certain liabilities in an approximate amount of $1,020. e. On February 28, 2022, the Company entered into securities purchase agreements with institutional accredited investors relating to an offering with respect to the sale of an aggregate of 4,674,454 shares of the Company’s Common Stock and pre-funded warrants to purchase an aggregate of 667,559 shares of Common Stock, at a purchase price of $7.49 per share. The aggregate gross proceeds were approximately $40,000 ($38,026, net of issuance expenses). f. On February 28, 2022, the company entered into a strategic service agreement with Sanofi U.S for a term of five years . Pursuant to the Agreement, the company will develop new products and services based on insights derived from the Company’s historical and current data relating to the use of current services. g. On March 9, 2022, the Company’s Compensation Committee of the Board of Directors approved the grant of 24,191 shares of the Company’s Common Stock to employees of the Company, the grant of 149,550 restricted shares of the Company’s Common Stock to employees and consultants. The shares vest over a period of three years commencing on the respective grant dates. The Compensation Committee also approved the grant of 396,050 options to employees and a consultant of the Company, at exercise prices between $6.67 and $8.0957 per share. The stock options vest over a three year period commencing on the respective grant dates. The options have a ten-year term and were issued under the 2020 Plan. h. During the first quarter of 2022, certain series A Convertible Preferred Stockholders converted 1,030 shares of various classes of the Company’s A Convertible Preferred Stock into 254,322 shares of Common Stock. i. During the first quarter of 2022, 61,730 shares of common Stock were issued as dividend to certain Series A Convertible Preferred Stockholders upon conversion of such shares. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting policies and estimates are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars ("$", "dollar" or "dollars") | b. Financial statements in U.S. dollars (“$,” “dollar” or “dollars”): The functional currency of the Company and its subsidiaries is the U.S dollar. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of LabStyle and Upright expenses is denominated in New Israeli Shekels |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. |
Cash and cash equivalents | d. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. |
Short-term restricted bank deposits | e. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 0.01%as of December 31, 2021 and 2020, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2021, and 2020, the Company had a short-term restricted bank deposit which are used as collateral for rent in the amount of $127 and $123, respectively. As of December 31, 2021, and 2020, the Company had short-term restricted bank deposits which are used as collateral for credit payments in amounts of $65 and $64, respectively. The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2021 2020 Cash, and cash equivalents as reported on the balance sheets $ 35,808 $ 28,590 Short-term restricted bank deposits, as reported on the balance sheets $ 140 $ 135 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 35,948 $ 28,725 |
Inventories | f. Inventories: Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues and ramp up of manufacturing when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2021 and 2020 amounted to $73 and $99, respectively. |
Property and equipment | g. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
Impairment of long-lived assets | h. Impairment of long-lived assets: The Company's long lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2021, and 2020, no impairment was recorded. |
Revenue recognition | i. Revenue recognition The Company recognizes revenue in accordance with ASC 606, revenue from contracts with customers, when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company considers customer and distributers purchase orders to be the contracts with a customer. For each contract, the Company considers the promise to transfer tangible products and\or services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments to determine the net consideration to which the Company expects to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. The revenues from fixed-price services are recognized ratably over the contract period and the costs associated with these contracts are recognized as incurred. |
Cost of revenues | j. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of deferred costs and inventory write-downs. |
Concentrations of credit risk | k. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term restricted bank deposits and trade receivables. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) All of the cash and cash equivalents and short-term restricted bank deposits of the Company and its Subsidiaries are invested in deposits and current accounts with major U.S. and Israeli banks. Such cash and cash equivalents and short-term restricted bank deposits may be in excess of insured limits and are not insured in other jurisdictions. Generally, cash and cash equivalents and short-term restricted bank deposits may be redeemed and therefore a minimal credit risk exists with respect to these deposits and investments. The Company’s trade receivables are derived mainly from sales to distributers and to end-users world-wide. The Company performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined with respect to those specific amounts that the Company has determined to be doubtful of collection. The Company had no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Income taxes | l. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of December 31, 2021, and 2020 a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2021, and 2020, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. |
Research and development costs | m. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. |
Accounting for stock-based compensation | n. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Fair value of financial instruments | o. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The Company's earn-out liability is measured at fair value using Level 3 unobservable inputs (see note 4b). The Company utilized a Monte Carlo simulation model for the initial and subsequent valuations of the earn-out liability. |
Basic and diluted net loss per share | p. Basic and diluted net loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Convertible Preferred shares to be participating securities as the holders of the Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Convertible Preferred shares into shares of Common Stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the period presented was not allocated to the Company’s participating securities. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of Common Stock, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive. The total number of potential common shares related to the outstanding options, warrant and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 7,155,744 and 6,636,437 for the year ended December 31, 2021 and 2020, respectively. |
Severance pay | q. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2021 and 2020 amounted to $870 and $387, respectively. The Company has a 401(k) defined contribution plan covering certain employees in the U.S. All eligible employees may elect to contribute up to 92%, but generally not greater than $20 per year (for certain employees over 50 years of age the maximum contribution is $26 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. |
Legal and other contingencies | r. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2021 and 2020, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Leases | s. Leases: Lessee accounting: The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use ("ROU") asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate ("IBR") based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. |
Business combination | t. Business combination: The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired brand from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The Company accounts for a transaction as an asset acquisition pursuant to the provisions of ASU 2017-01, “Clarifying the Definition of a Business,” when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related direct costs are capitalized as part of the asset or assets acquired. |
Goodwill | u. Goodwill ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit would exceed its estimated fair value, the Company would have recognized an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which was adopted as of January 1, 2020. For the years ended December 31, 2021 and 2020, no impairment of goodwill has been recorded. |
Recently issued accounting pronouncements, not yet adopted: | v. Recently adopted accounting pronouncements: In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance. ASU 2019-12 is effective for the Company as of January 1, 2021 and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. w. Recently issued accounting pronouncements, not yet adopted: 1. In September 2016, the Financial Accounting Standards Board (the "FASB") issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements. 2. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. ASU 2020-06 also requires that the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or share. This amendment removes current guidance that allows an entity to rebut this presumption if it has a history or policy of cash settlement. Furthermore, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements . 3. In October 2021, the FASB issued ASU 2021-08, which requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805. requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. For the Company, the guidance is effective for fiscal years beginning after 15 December 2022 and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2021-08 on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 2020 Cash, and cash equivalents as reported on the balance sheets $ 35,808 $ 28,590 Short-term restricted bank deposits, as reported on the balance sheets $ 140 $ 135 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 35,948 $ 28,725 |
Schedule of annual rates of depreciation of Property and equipment | % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
Schedule of other accounts receivable and prepaid expenses | December 31, 2021 2020 Prepaid expenses $ 1,591 $ 1,354 Government authorities 76 80 Loan receivables (*) 400 1,500 $ 2,067 $ 2,934 *) see notes 4a and 17. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Upright Technologies Limited [Member] | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | Amortization period (Years) Tangible assets acquired (including cash of $544) $ 1,405 Inventory *) 2,845 Liabilities assumed (6,001) Net liabilities assumed (1,751) Technology 9,599 4 Goodwill 25,730 Infinite Total purchase price $ 33,578 *) Including step-up in inventory fair value of $1,140 |
Business acquisition pro forma information | Year ended Year ended December 31, December 31, 2021 2020 Total revenue $ 21,568 $ 20,533 Total expenses 98,379 64,704 Preferred stock Deemed dividend 2,005 3,658 Net loss attributable to holders of common stock 78,816 47,829 Basic and diluted net loss per share $ 3.95 $ 4.10 |
WayForward | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | Amortization period (years) Tangible assets acquired (including cash of $139) $ 349 Liabilities assumed (1,076) Net liabilities assumed (727) Technology 5,520 4 Brand 376 3 Goodwill 15,910 Infinite Total purchase price $ 21,079 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORIES | |
Schedule of inventories | December 31, 2021 2020 Raw materials $ 714 $ 377 Finished products 5,514 1,916 $ 6,228 $ 2,293 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
REVENUES. | |
Schedule of aggregate revenue | The following tables represent the Company total revenues for the year ended December 31, 2021 and 2020 by performance obligation type as a result of implementing ASC 606: December 31, 2021 2020 Hardware and consumable products $ 17,793 $ 5,767 Services (*) 2,720 1,809 $ 20,513 $ 7,576 (*) 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 year ended December 31, 2021: Balance, beginning of the period $ 1,224 New performance obligations 3,633 Reclassification to revenue as a result of satisfying performance obligations (3,662) Balance, end of the period $ 1,195 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
Schedule of lease costs lease term and discount rate | The components of lease costs, lease term and discount rate are as follows: Twelve Months Ended December 31, 2021 Lease cost Operating lease cost $ 344 Short term lease cost 415 Variable lease cost 8 Total lease cost $ 767 Weighted Average Remaining Lease Term Operating leases 1.03 years Weighted Average Discount Rate Operating leases 7.28 % |
Schedule of maturities of lease liabilities | The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2021: Operating Leases 2022 $ 271 2023 27 Total undiscounted cash flows 298 Less imputed interest (11) Present value of lease liabilities $ 287 |
Schedule of supplemental cash flow information | Supplemental cash flow information related to leases are as follows: Year ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 344 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 56 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property, Plant and Equipment | Composition of assets, grouped by major classification, is as follows: December 31, 2021 2020 Cost: Computers and peripheral equipment $ 805 $ 326 Office furniture and equipment 161 132 Production lines 812 763 Leasehold improvement 150 147 1,928 1,368 Accumulated depreciation: Computers and peripheral equipment 460 179 Office furniture and equipment 57 41 Production lines 647 526 Leasehold improvement 62 46 1,226 792 Property and equipment, net $ 702 $ 576 |
OTHER INTANGIBLE ASSETS, Net (T
OTHER INTANGIBLE ASSETS, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER INTANGIBLE ASSETS, Net | |
Schedule of definite-lived other intangible assets | a. Definite-lived other intangible assets: December 31, 2021 Original amounts: Technology $ 15,119 Brand 376 15,495 Accumulated amortization: Technology 2,964 Brand 71 3,035 Other intangible assets, net $ 12,460 b. Amortization expense amounted to $3,035 for the year ended December 31, 2021. c. Estimated amortization expense: For the year ended December 31, 2022 $ 3,905 2023 3,905 2024 3,845 2025 805 $ 12,460 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL. | |
Schedule of changes in the carrying amount of goodwill | December 31, 2021 As of January 1, 2021 $ — Acquisitions 41,640 As of December 31, 2021 $ 41,640 |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of other accounts payable and accrued expenses | December 31, 2021 2020 Employees and payroll accruals $ 3,408 $ 2,140 Accrued expenses 4,398 880 $ 7,806 $ 3,020 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
TAXES ON INCOME | |
Schedule of significant components of the company's deferred tax assets | December 31, 2021 2020 Deferred tax assets: Net operating loss and capital losses carry forward $ 39,328 $ 23,326 Temporary differences - Research and development expenses 2,654 912 Temporary differences - Accrued employees costs 320 197 Temporary differences - Stock-based compensation 1,426 — Deferred tax assets: 43,728 24,435 Less: Valuation allowance (41,520) (24,435) Deferred tax assets 2,208 — Deferred tax liability: Temporary differences - Intangible Assets (2,208) — Deferred tax liability (2,208) — Net deferred tax asset $ — $ — |
Schedule of loss before taxes on income | Year ended December 31, 2021 2020 Domestic $ 21,065 $ 12,471 Foreign 55,664 16,974 $ 76,729 $ 29,445 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
Schedule of Stockholders' Equity, outstanding Warrants | Warrants outstanding as of Exercise December 31, 2021 price $ Expiration date March 2017 Public Offering - Representative’s Warrants 1,820 77.50 March 31, 2022 Placement Agent Warrants A-1 December 2019 233,347 4.05 December 19, 2024 Placement Agent Warrants A-2 December 2019 25,034 4.28 December 19, 2024 Placement Agent Warrants A-3 December 2019 47,527 4.98 December 19, 2024 Placement Agent Warrants A-4 December 2019 5,839 5.90 December 19, 2024 Consultants 300,000 25.00 February 16, 2024 Consultants 10,000 7.50 April 6, 2024 Consultants 12,500 18.57 April 13, 2024 Consultants 10,000 8.00 June 17, 2024 Consultants 10,000 9.00 September 9, 2024 Consultants 20,000 10.00 November 9, 2024 Consultants 35,000 16.06 December 1, 2024 Consultants 3,000 16.06 December 1, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 30,000 30.00 April 1, 2025 Consultants 30,000 23.30 July 1, 2025 Agent warrants B-1 July 31 2020 150,070 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 2,393 7.94 July 31, 2025 Consultants 25,000 13.88 September 26, 2025 Consultants 40,000 25.10 October 1, 2025 Consultants 8,000 13.60 December 31, 2025 Consultants 100,000 13.60 December 31, 2026 Consultants 100,000 13.60 December 31, 2026 Consultants 13,750 12.00 August 1, 2029 Total outstanding 1,273,280 |
Schedule of Stock option activity | Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 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 year 973,575 17.56 4.99 5,510 Options granted (*) 1,108,073 19.32 — — Options exercised (40,545) 6 — — Options expired (58,947) 43.90 — — Options forfeited (103,988) 15.39 — — Options outstanding at end of year 1,878,168 17.04 6.96 3,861 Options vested and expected to vest at end of year 1,744,846 18.27 6.92 3,655 Exercisable at end of year 590,060 22.47 5.04 2,243 |
Schedule of Restricted Stock option activity | Transactions related to restricted shares granted\forfeited during the year ended December 31, 2021 were as follows Number of Restricted shares Restricted shares outstanding at beginning of year - Restricted shares granted 1,107,243 Restricted shares forfeited (12,616) Restricted shares outstanding at end of year 1,094,627 |
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, non-employees and directors in the period presented: Year ended December 31, 2021 2020 Volatility 93.34%-111.82 % 87.55%-99.39 % Risk-free interest rate 0.11%-1.37 % 0.2%-1.56 % Dividend yield 0 % 0 % Expected life (years) 2.09-5.86 3.5-4.5 |
Schedule of Compensation cost | The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2021 and 2020 were comprised as follows: Year ended December 31, 2021 2020 Cost of revenues $ 97 $ 35 Research and development 3,872 824 Sales and marketing 6,039 2,741 General and administrative 14,963 7,502 Total stock-based compensation expenses $ 24,971 $ 11,102 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
Schedule of financial expenses (income), net | Financial (income) losses, net: Year ended December 31, 2021 2020 Bank charges $ 84 $ 49 Foreign currency adjustments (income) expenses, net 195 (446) Interest income (44) (61) Total Financial (income) losses, net $ 235 $ (458) |
GENERAL (Details)
GENERAL (Details) | Feb. 28, 2022USD ($) | Feb. 01, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)segmentitem$ / shares | Dec. 31, 2020USD ($)$ / shares | Mar. 04, 2016$ / shares |
Class of Stock [Line Items] | ||||||
Number of reporting units | item | 1 | |||||
Number of reporting segments | segment | 1 | |||||
Operating Income (Loss) | $ 76,494,000 | $ 29,903,000 | ||||
Net Cash Provided by (Used in) Operating Activities | 50,409,000 | 17,736,000 | ||||
Cash, and cash equivalents as reported on the balance sheets | $ 35,808,000 | $ 28,590,000 | ||||
Gross Proceeds From Private Placement | $ 1,156,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Private placement | ||||||
Class of Stock [Line Items] | ||||||
Gross Proceeds From Private Placement | $ 70,000 | |||||
Proceeds from Issuance of Private Placement | $ 64,877,000 | |||||
Subsequent Event | Private placement | ||||||
Class of Stock [Line Items] | ||||||
Gross Proceeds From Private Placement | $ 40,000,000 | |||||
Proceeds from Issuance of Private Placement | 38,026,000 | |||||
Common Stock and Prefunded Warrants | Subsequent Event | Private placement | ||||||
Class of Stock [Line Items] | ||||||
Gross Proceeds From Private Placement | 40,000 | |||||
Proceeds from Issuance of Private Placement | $ 38,026 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
SIGNIFICANT ACCOUNTING POLICIES | |||
Cash, and cash equivalents as reported on the balance sheets | $ 35,808 | $ 28,590 | |
Short-term restricted bank deposits, as reported on the balance sheets | 140 | 135 | |
Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows | $ 35,948 | $ 28,725 | $ 20,535 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Summary of annual rates of depreciation of Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers and Peripheral Equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15.00% |
Computers and Peripheral Equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 33.00% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 6.00% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15.00% |
Production Lines [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 14.00% |
Production Lines [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 20.00% |
Leasehold Improvement [Member] | |
Rate Of Depreciation [Line Items] | |
Annual Depreciation Description | Over the shorter of the lease term oruseful economic life |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Short Term Restricted Bank Deposits, Collateral For Rent | $ 127,000 | $ 123,000 |
Short Term Restricted Bank Deposits, Collateral For Credit Payment | 65,000 | 64,000 |
Inventory Write-down | $ 73,000 | $ 99,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,155,744 | 6,636,437 |
Percentage Of Monthly Deposits Behalf Of Insurance Companies | 8.33% | |
Severance Costs | $ 870,000 | $ 387,000 |
Liability for unrecognized tax benefits | 0 | 0 |
Maximum amount the employee over the 50 years of age may contribute to plan | 26,000 | |
Goodwill, Impairment Loss | $ 0 | $ 0 |
Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Defined contribution plan, employee contribution percentage | 92.00% | |
Defined contribution plan, maximum annual contributions per employee, amount | $ 20,000 | |
Bank Time Deposits [Member] | ||
Accounting Policies [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.01% | 0.01% |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | ||
Prepaid expenses | $ 1,591 | $ 1,354 |
Government authorities | 76 | 80 |
Loan receivables | 400 | 1,500 |
Prepaid Expense and Other Assets, Current | $ 2,067 | $ 2,934 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - Upright Technologies Limited [Member] $ in Thousands | Feb. 01, 2021USD ($)shares |
Shares agreed to be issued by the company | shares | 1,649,887 |
Outstanding debt | $ 3,020 |
Liabilities assumed for consideration for business combination | 1,500 |
Value of shares agreed to be issued | 712 |
Consideration | 33,578 |
Acquisition related costs | $ 378 |
ACQUISITIONS (Allocation of the
ACQUISITIONS (Allocation of the purchase price to assets and liabilities acquired) (Details) - USD ($) $ in Thousands | Jun. 07, 2021 | Feb. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 41,640 | $ 0 | ||
Upright Technologies Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Tangible assets acquired | $ 1,405 | |||
Inventory | 2,845 | |||
Liabilities assumed | (6,001) | |||
Net liabilities assumed | (1,751) | |||
Technology | 9,599 | |||
Goodwill | 25,730 | |||
Total purchase price | 33,578 | |||
Inventory step-up fair value | 1,140 | |||
Cash acquired | $ 544 | |||
Upright Technologies Limited [Member] | Technology | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 4 years | |||
WayForward | ||||
Business Acquisition [Line Items] | ||||
Tangible assets acquired | $ 349 | |||
Liabilities assumed | (1,076) | |||
Net liabilities assumed | (727) | |||
Technology | 5,520 | |||
Brand | 376 | |||
Goodwill | 15,910 | |||
Total purchase price | $ 21,079 | |||
Cash acquired | $ 139 | |||
WayForward | Technology | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 4 years | |||
WayForward | Brand | ||||
Business Acquisition [Line Items] | ||||
Amortization period | 3 years |
ACQUISITIONS - WayForward (Narr
ACQUISITIONS - WayForward (Narrative) (Details) - WayForward - USD ($) $ in Thousands | Jun. 07, 2021 | Dec. 31, 2021 |
Shares agreed to be issued by the company | 768,124 | |
Cash consideration | $ 5,387 | |
Earn-out payable, shares | 237,076 | |
Consideration | $ 21,079 | |
Earn-out payable | $ 1,328 | $ 825 |
Revaluation income | 503 | |
Acquisition related costs | $ 502 |
ACQUISITIONS - Pro forma result
ACQUISITIONS - Pro forma results (Details) - Upright Technologies Limited [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 21,568 | $ 20,533 |
Total expenses | 98,379 | 64,704 |
Preferred stock Deemed dividend | 2,005 | 3,658 |
Net loss attributable to holders of common stock | $ 78,816 | $ 47,829 |
Basic and diluted net loss per share | $ 3.95 | $ 4.10 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
INVENTORIES | ||
Raw materials | $ 714 | $ 377 |
Finished products | 5,514 | 1,916 |
Inventory, Net | $ 6,228 | $ 2,293 |
REVENUES - Total revenues (Deta
REVENUES - Total revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 20,513 | $ 7,576 |
Products | ||
Revenues | 17,793 | 5,767 |
Services | ||
Revenues | $ 2,720 | $ 1,809 |
REVENUES - Deferred revenue (De
REVENUES - Deferred revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
REVENUES. | |
Balance, beginning of the period | $ 1,224 |
New performance obligations | 3,633 |
Reclassification to revenue as a result of satisfying performance obligations | (3,662) |
Balance, end of the period | $ 1,195 |
LEASES - Lease costs, lease ter
LEASES - Lease costs, lease term and discount rate (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Lease cost | |
Operating lease cost | $ 344 |
Short term lease cost | 415 |
Variable lease cost | 8 |
Total lease cost | $ 767 |
Weighted Average Remaining Lease Term | |
Operating leases | 1 year 10 days |
Weighted Average Discount Rate | |
Operating leases | 7.28% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
LEASES | |
2022 | $ 271 |
2023 | 27 |
Total undiscounted cash flows | 298 |
Less imputed interest | (11) |
Present value of lease liabilities | $ 287 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 344 |
Lease liabilities arising from obtaining right-of-use assets: | |
Operating leases | $ 56 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,928 | $ 1,368 |
Accumulated depreciation | 1,226 | 792 |
Property and equipment, net | 702 | 576 |
Computers and Peripheral Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 805 | 326 |
Accumulated depreciation | 460 | 179 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 161 | 132 |
Accumulated depreciation | 57 | 41 |
Production Lines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 812 | 763 |
Accumulated depreciation | 647 | 526 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 150 | 147 |
Accumulated depreciation | $ 62 | $ 46 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | ||
Depreciation | $ 282 | $ 190 |
OTHER INTANGIBLE ASSETS, Net -
OTHER INTANGIBLE ASSETS, Net - Definite-lived other intangible assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Original amounts: | |
Original amounts: | $ 15,495 |
Accumulated amortization | 3,035 |
Other intangible assets, net | 12,460 |
Amortization expense | 3,035 |
Technology | |
Original amounts: | |
Original amounts: | 15,119 |
Accumulated amortization | 2,964 |
Trademarks | |
Original amounts: | |
Original amounts: | 376 |
Accumulated amortization | $ 71 |
OTHER INTANGIBLE ASSETS, Net _2
OTHER INTANGIBLE ASSETS, Net - Estimated amortization expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
OTHER INTANGIBLE ASSETS, Net | |
2022 | $ 3,905 |
2023 | 3,905 |
2024 | 3,845 |
2025 | 805 |
Other intangible assets, net | $ 12,460 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Changes in the carrying amount of goodwill | |
Goodwill, Beginning Balance | $ 0 |
Acquisitions | 41,640 |
Goodwill, Ending Balance | $ 41,640 |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Employees and payroll accruals | $ 3,408 | $ 2,140 |
Accrued expenses | 4,398 | 880 |
Other Accounts Payable and Accrued Expenses | $ 7,806 | $ 3,020 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES - Additional information (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Credit Card Receivable [Member] | |
Operating Leased Assets [Line Items] | |
Other Commitment | $ 192 |
Rental Agreement [Member] | |
Operating Leased Assets [Line Items] | |
Other Commitment | $ 192 |
TAXES ON INCOME - Deferred tax
TAXES ON INCOME - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss and capital losses carry forward | $ 39,328 | $ 23,326 |
Temporary differences - Research and development expenses | 2,654 | 912 |
Temporary differences - Accrued employees costs | 320 | 197 |
Temporary differences - Stock-based compensation | 1,426 | |
Deferred tax assets | 43,728 | 24,435 |
Less: Valuation allowance | (41,520) | (24,435) |
Net deferred tax asset | 2,208 | |
Deferred tax liability: | ||
Temporary differences - Intangible Assets | (2,208) | |
Deferred tax liability | (2,208) | |
Net deferred tax asset | $ 0 | $ 0 |
TAXES ON INCOME - Loss before t
TAXES ON INCOME - Loss before taxes on income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
TAXES ON INCOME | ||
Domestic | $ 21,065 | $ 12,471 |
Foreign | 55,664 | 16,974 |
Loss before taxes | $ 76,729 | $ 29,445 |
TAXES ON INCOME - Additional in
TAXES ON INCOME - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Line Items] | ||
Income tax rate | 35.00% | |
Corporate tax rate | 23.00% | 23.00% |
Operating losses subject to expiration | $ 30,306 | |
Operating losses not subject to expiration | 7,120 | |
Remaining net operating losses | $ 23,186 | |
Percentage of income to be offset by net operating loss carry forwards | 80.00% | |
Percentage of future net income that can be offset by the NOLs that were generated in years 2018-2020 | 100.00% | |
Valuation allowance | $ 17,085 | |
Labstyle | ||
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | 100,120 | |
Upright | ||
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | 33,840 | |
Wayforward | ||
Valuation Allowance [Line Items] | ||
Operating losses subject to expiration | 7,604 | |
Operating losses not subject to expiration | 371 | |
Remaining net operating losses | $ 7,233 | |
Scenario, Plan [Member] | ||
Valuation Allowance [Line Items] | ||
Income tax rate | 21.00% | |
Maximum [Member] | ||
Valuation Allowance [Line Items] | ||
Operating loss carry forwards expiration period | 2037 | |
Minimum [Member] | ||
Valuation Allowance [Line Items] | ||
Operating loss carry forwards expiration period | 2031 |
STOCKHOLDERS' EQUITY - Outstand
STOCKHOLDERS' EQUITY - Outstanding warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Jul. 30, 2020 | Jul. 28, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 1,273,280 | ||
Exercise price | $ 7.94 | $ 7.4699 | |
March 2017 Public Offering Representative Warrants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 1,820 | ||
Exercise price | $ 77.50 | ||
Expiration date | Mar. 31, 2022 | ||
Placement Agent Warrants A-1 December 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 233,347 | ||
Exercise price | $ 4.05 | ||
Expiration date | Dec. 19, 2024 | ||
Placement Agent Warrants A-2 December 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 25,034 | ||
Exercise price | $ 4.28 | ||
Expiration date | Dec. 19, 2024 | ||
Placement Agent Warrants A-3 December 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 47,527 | ||
Exercise price | $ 4.98 | ||
Expiration date | Dec. 19, 2024 | ||
Placement Agent Warrants A-4 December 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 5,839 | ||
Exercise price | $ 5.90 | ||
Expiration date | Dec. 19, 2024 | ||
Consultants, warrants expiry in February 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 300,000 | ||
Exercise price | $ 25 | ||
Expiration date | Feb. 16, 2024 | ||
Consultants, warrants expiry in April 6, 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 10,000 | ||
Exercise price | $ 7.50 | ||
Expiration date | Apr. 6, 2024 | ||
Consultants, warrants expiry in April 13, 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 12,500 | ||
Exercise price | $ 18.57 | ||
Expiration date | Apr. 13, 2024 | ||
Consultants, warrants expiry in June 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 10,000 | ||
Exercise price | $ 8 | ||
Expiration date | Jun. 17, 2024 | ||
Consultants, warrants expiry in September 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 10,000 | ||
Exercise price | $ 9 | ||
Expiration date | Sep. 9, 2024 | ||
Consultants, warrants expiry in November 2024 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 20,000 | ||
Exercise price | $ 10 | ||
Expiration date | Nov. 9, 2024 | ||
Consultants, warrants expiry in December 1, 2024 With Exercise Price $16.06. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 35,000 | ||
Exercise price | $ 16.06 | ||
Expiration date | Dec. 1, 2024 | ||
Consultants, warrants expiry in December 1, 2024 With Exercise Price $16.06 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 3,000 | ||
Exercise price | $ 16.06 | ||
Expiration date | Dec. 1, 2024 | ||
Consultants, warrants expiry in February 2025 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 60,000 | ||
Exercise price | $ 6.39 | ||
Expiration date | Feb. 12, 2025 | ||
Consultants, warrants expiry in April 1, 2025 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 30,000 | ||
Exercise price | $ 30 | ||
Expiration date | Apr. 1, 2025 | ||
Consultants, warrants expiry in July 1, 2025 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 30,000 | ||
Exercise price | $ 23.30 | ||
Expiration date | Jul. 1, 2025 | ||
Agent warrants B-1 July 31 2020, with exercise price $7.47 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 150,070 | ||
Exercise price | $ 7.47 | ||
Expiration date | Jul. 31, 2025 | ||
Agent warrants B-1 July 31 2020, with exercise price $7.94 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 2,393 | ||
Exercise price | $ 7.94 | ||
Expiration date | Jul. 31, 2025 | ||
Consultants, warrants expiry in September 26, 2025 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 25,000 | ||
Exercise price | $ 13.88 | ||
Expiration date | Sep. 26, 2025 | ||
Consultants, warrants expiry in October 1, 2025 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 40,000 | ||
Exercise price | $ 25.10 | ||
Expiration date | Oct. 1, 2025 | ||
Consultants, warrants expiry in December 31, 2025 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 8,000 | ||
Exercise price | $ 13.60 | ||
Expiration date | Dec. 31, 2025 | ||
Consultants, warrants expiry in December 31, 2026 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 100,000 | ||
Exercise price | $ 13.60 | ||
Expiration date | Dec. 31, 2026 | ||
Consultants, warrants expiry in December 31, 2026. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 100,000 | ||
Exercise price | $ 13.60 | ||
Expiration date | Dec. 31, 2026 | ||
Consultants, warrants expiry in August 2029 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding as of December | 13,750 | ||
Exercise price | $ 12 | ||
Expiration date | Aug. 1, 2029 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of period, Number of options | 973,575 | |
Options granted, Number of options | 1,108,073 | |
Options exercised, Number of options | (40,545) | |
Options expired, Number of options | (58,947) | |
Options forfeited, Number of options | (103,988) | |
Options outstanding at end of period, Number of options | 1,878,168 | 973,575 |
Options vested and expected to vest at end of period, Number of options | 1,744,846 | |
Exercisable at end of period, Number of options | 590,060 | |
Options outstanding at beginning of period, Weighted average exercise price | $ 17.56 | |
Options granted, Weighted average exercise price | 19.32 | |
Options exercised, Weighted average exercise price | 6 | |
Options expired, Weighted average exercise price | 43.90 | |
Options forfeited, Weighted average exercise price | 15.39 | |
Options outstanding at end of period, Weighted average exercise price | 17.04 | $ 17.56 |
Options vested and expected to vest at end of period, Weighted average exercise price | 18.27 | |
Exercisable at end of period, Weighted average exercise price | $ 22.47 | |
Options outstanding at, Weighted Average remaining contractual life | 6 years 11 months 15 days | 4 years 11 months 26 days |
Options vested and expected to vest at end of period, Weighted Average remaining contractual life | 6 years 11 months 1 day | |
Exercisable at end of year, Weighted Average remaining contractual life | 5 years 14 days | |
Options outstanding at beginning of period, Aggregate Intrinsic value | $ 5,510 | |
Options outstanding at end of period, Aggregate Intrinsic value | 3,861 | $ 5,510 |
Options vested and expected to vest at end of period, Aggregate Intrinsic value | 3,655 | |
Exercisable at end of period, Aggregate Intrinsic value | $ 2,243 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted shares (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares outstanding at beginning of period | 0 |
Restricted shares granted | 1,107,243 |
Restricted shares forfeited | (12,616) |
Restricted shares outstanding at end of period | 1,094,627 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) - Employee And Director [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 93.34% | 87.55% |
Volatility, Maximum | 111.82% | 99.39% |
Risk-free interest rate, Minimum | 0.11% | 0.20% |
Risk-free interest rate, Maximum | 1.37% | 1.56% |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 2 years 1 month 2 days | 3 years 6 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 10 months 9 days | 4 years 6 months |
STOCKHOLDERS' EQUITY - Compensa
STOCKHOLDERS' EQUITY - Compensation cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 24,971 | $ 11,102 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 97 | 35 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 3,872 | 824 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 6,039 | 2,741 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 14,963 | $ 7,502 |
STOCKHOLDERS' EQUITY- Additiona
STOCKHOLDERS' EQUITY- Additional information (Details) - USD ($) | Nov. 09, 2021 | Feb. 01, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | May 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 28, 2021 | Oct. 14, 2020 | Jul. 30, 2020 | Jul. 28, 2020 | Feb. 05, 2020 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,108,073 | |||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 19.32 | |||||||||||||||||||||||||
Stock issued during period, shares, new issues | 21,375 | |||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Gross Proceeds from Issuance of Preferred Stock and Preference Stock | $ 21,375,000 | |||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 18,689,000 | |||||||||||||||||||||||||
Exercise of options | $ 256,000 | |||||||||||||||||||||||||
Exercise of Options (in shares) | 40,545 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 13.59 | $ 5.19 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Not yet Recognized, Stock Options | $ 26,067,000 | $ 26,067,000 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 24 days | |||||||||||||||||||||||||
Warrants to purchase common stock | 88,889 | 230,452 | 230,452 | 824,689 | ||||||||||||||||||||||
Class Of Warrant Or Right Aggregate with Shares Consideration | 161,317 | 161,317 | ||||||||||||||||||||||||
Purchase price | $ 13 | $ 7.47 | ||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 13 | $ 7.47 | ||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 633,000 | |||||||||||||||||||||||||
Common stock, shares, issued | 16,573,420 | 16,573,420 | 8,119,493 | 31,486 | 2,969,266 | |||||||||||||||||||||
Warrants purchase price | $ 7.94 | $ 7.4699 | ||||||||||||||||||||||||
Proceeds from issuance of stock | $ 2,000 | $ 2,000 | $ 28,591,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 152,000 | 1,003,000 | ||||||||||||||||||||||||
Class Of Warrant Or Right Aggregate with Shares Consideration | 161,317 | 161,317 | ||||||||||||||||||||||||
Stock Issued During Period Shares Non Qualified Stock Option Gross | 140,000 | 140,000 | ||||||||||||||||||||||||
Stock Issued During Period Shares Non Qualified Performance Based Stock Option Gross | 90,000 | 90,000 | ||||||||||||||||||||||||
Deemed Dividend Related To Warrant Exchange Agreement | $ 599,000 | |||||||||||||||||||||||||
Gross Proceeds From Private Placement | $ 1,156,000 | |||||||||||||||||||||||||
Shares issuance cost, net | $ 1,088,000 | $ 26,460,000 | ||||||||||||||||||||||||
Total stock-based compensation expenses | $ 24,971,000 | $ 11,102,000 | ||||||||||||||||||||||||
Shares of Common Stock Equal to 10 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 12 months | |||||||||||||||||||||||||
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% | |||||||||||||||||||||||||
Warrants 35,000 Grouping [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||||||||
Warrants 48,948 Grouping [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 48,948 | |||||||||||||||||||||||||
Warrants Exercise Price $35.00 [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 30,000 | |||||||||||||||||||||||||
2012 Plan Amendment [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,350,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 14,180 | |||||||||||||||||||||||||
2012 Plan Amendment [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 618,650 | |||||||||||||||||||||||||
2012 Plan Amendment [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,968,650 | |||||||||||||||||||||||||
2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant compensation expense for service provider | $ 576,000 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 13,500 | |||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 1,500 | |||||||||||||||||||||||||
2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,754 | |||||||||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 15,000 | |||||||||||||||||||||||||
Shares reservation for future issuance | 2,528,890 | 2,528,890 | 900,000 | 900,000 | ||||||||||||||||||||||
Increase in shares reservation for future issuance | 1,628,890 | 1,628,890 | ||||||||||||||||||||||||
2012 and 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 4,500 | |||||||||||||||||||||||||
Series A Convertible Preferred stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | |||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ 2,005,000 | $ 3,059,000 | ||||||||||||||||||||||||
Number of shares converted | 3,896 | 5,552 | ||||||||||||||||||||||||
Beneficial Ownership Approval Percentage, Conversion of Preferred Stock | 50.10% | |||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | |||||||||||||||||||||||||
Series A One Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | |||||||||||||||||||||||||
Series A Two Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.28 | |||||||||||||||||||||||||
Series A Three Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.98 | |||||||||||||||||||||||||
Series A Four Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 5.90 | |||||||||||||||||||||||||
Series A2, A3 and A4 Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ 2,860,000 | |||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise of Options (in shares) | 40,545 | |||||||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | (918,237) | (1,278,695) | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 60,000 | 10,934 | 164,875 | |||||||||||||||||||||||
Common Stock | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 9,195 | |||||||||||||||||||||||||
Common Stock | Series A Convertible Preferred stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 333,077 | |||||||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 918,237 | 1,278,695 | ||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise of options | $ 633,000 | |||||||||||||||||||||||||
Exercise of Options (in shares) | 219,992 | |||||||||||||||||||||||||
Placement Agent Warrants | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Non Accountable Expense Allowance | $ 641,000 | |||||||||||||||||||||||||
Class of Warrants or Rights Exercisable Term | 5 years | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 719,243 | 719,243 | ||||||||||||||||||||||||
Placement Agent Warrants | Minimum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants purchase price | $ 4.05 | $ 4.05 | ||||||||||||||||||||||||
Placement Agent Warrants | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants purchase price | $ 5.90 | $ 5.90 | ||||||||||||||||||||||||
Placement Agent Warrants | Series A Convertible Preferred stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Placement Agent Fee | $ 1,788,000 | |||||||||||||||||||||||||
Officers, employees and consultants | 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise price of options, maximum | $ 25.84 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 18,885 | |||||||||||||||||||||||||
Board of directors, officers, employees and consultants | 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise price of options, minimum | $ 12.77 | |||||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||||
Term of option | 10 years | |||||||||||||||||||||||||
Employees [Member] | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 5,000 | 5,000 | ||||||||||||||||||||||||
Board Of Director And Officers [Member] | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 10,934 | |||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,540 | 5,540 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 15,034 | |||||||||||||||||||||||||
Certain service providers [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Total stock-based compensation expenses | $ 159,000 | $ 113,000 | ||||||||||||||||||||||||
Certain service providers [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Restricted shares issued | $ 12 | |||||||||||||||||||||||||
Certain service providers [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Restricted shares issued | $ 18 | |||||||||||||||||||||||||
Certain service providers [Member] | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,305 | |||||||||||||||||||||||||
Certain service providers [Member] | 2012 and 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,643 | |||||||||||||||||||||||||
Board member [Member] | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,691 | |||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 639 | |||||||||||||||||||||||||
Board member [Member] | 2012 and 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,857 | |||||||||||||||||||||||||
Board Of Directors, Officers And Employees [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 400,000 | |||||||||||||||||||||||||
Consultants | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | 500,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 5.94 | $ 5.94 | ||||||||||||||||||||||||
Warrant compensation expense for service provider | $ 214,000 | $ 214,000 | $ 194,000 | $ 312,000 | $ 387,000 | $ 5,700,000 | ||||||||||||||||||||
Warrants to purchase common stock | 3,000 | 25,000 | 250,000 | 250,000 | 3,000 | |||||||||||||||||||||
Warrants purchase price | $ 13.88 | $ 25 | ||||||||||||||||||||||||
Consultants | Warrants Exercise Price of $23.30 [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 30,000 | |||||||||||||||||||||||||
Warrants purchase price | $ 23.30 | |||||||||||||||||||||||||
Consultants | Warrants Exercise Price of $25.10 [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 40,000 | |||||||||||||||||||||||||
Warrants purchase price | $ 25.10 | |||||||||||||||||||||||||
Consultants | Warrants Exercise Price of $13.60 [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 208,000 | 208,000 | ||||||||||||||||||||||||
Warrants purchase price | $ 13.60 | $ 13.60 | ||||||||||||||||||||||||
Consultants | Warrants 8,000 Grouping [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Vesting period | 6 months | 6 months | ||||||||||||||||||||||||
Warrants to purchase common stock | 8,000 | 8,000 | 8,000 | |||||||||||||||||||||||
Consultants | Warrants Exercise Price of $16.06 [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 83,948 | |||||||||||||||||||||||||
Warrants purchase price | $ 16.06 | |||||||||||||||||||||||||
Consultants | Warrants 35,000 Grouping [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 35,000 | |||||||||||||||||||||||||
Consultants | Warrants Exercise Price $35.00 [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants purchase price | $ 30 | |||||||||||||||||||||||||
Consultants | Warrants Exercise Price $18.57 [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants to purchase common stock | 12,500 | |||||||||||||||||||||||||
Warrants purchase price | $ 18.57 | |||||||||||||||||||||||||
Consultants | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 60,000 | |||||||||||||||||||||||||
Warrant compensation expense for service provider | $ 1,131,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 170,229 | |||||||||||||||||||||||||
Consultants | Minimum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 45,000 | 13,750 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 6.39 | $ 12 | ||||||||||||||||||||||||
Consultants | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 110,000 | 250,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 10 | $ 6.56 | ||||||||||||||||||||||||
Consultants | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant compensation expense for service provider | $ 18,000 | |||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 861 | |||||||||||||||||||||||||
Employees Directors And Consultants [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||||
Term of option | 6 years | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 623,491 | |||||||||||||||||||||||||
Employees Directors And Consultants [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.35 | |||||||||||||||||||||||||
Employees Directors And Consultants [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 18.68 | |||||||||||||||||||||||||
Board of directors, officers, employees and consultants | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 707,182 | |||||||||||||||||||||||||
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 | Common Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 164,479 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 1,001,000 | |||||||||||||||||||||||||
Service Provider [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 625 | 5,378 | 4,753 | |||||||||||||||||||||||
Service Provider [Member] | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Total stock-based compensation expenses | $ 55,000 | |||||||||||||||||||||||||
Service Provider [Member] | 2012 and 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Total stock-based compensation expenses | $ 21,000 | |||||||||||||||||||||||||
Stock options | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period Shares Non Qualified Stock Option Gross | 140,000 | 20,000 | ||||||||||||||||||||||||
Stock options | Officers, employees and consultants | 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 763,999 | |||||||||||||||||||||||||
Exercise price of options, minimum | $ 0.01 | |||||||||||||||||||||||||
Exercise price of options, maximum | $ 24.48 | |||||||||||||||||||||||||
Vesting period | 4 years | |||||||||||||||||||||||||
Term of option | 10 years | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 99,074 | |||||||||||||||||||||||||
Stock options | Board Of Directors, Officers And Employees [Member] | 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 10,000 | |||||||||||||||||||||||||
Restricted Stock | Board of directors, officers, employees and consultants | 2020 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,102,243 | |||||||||||||||||||||||||
Unregistered Common Stock [Member] | Certain service providers [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Restricted shares issued (in shares) | 16,126 | 11,033 | ||||||||||||||||||||||||
Unregistered Common Stock [Member] | Consultants | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 319,414 | |||||||||||||||||||||||||
Unregistered Common Stock [Member] | Consultants | 2012 Plan | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 7,500 | |||||||||||||||||||||||||
Private placement | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,278,688 | |||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 64,877,000 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 21.35 | |||||||||||||||||||||||||
Gross Proceeds From Private Placement | $ 70,000 | |||||||||||||||||||||||||
Private placement | Series A Convertible Preferred stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares converted | 451,226 |
SELECTED STATEMENTS OF OPERAT_3
SELECTED STATEMENTS OF OPERATIONS DATA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SELECTED STATEMENTS OF OPERATIONS DATA | ||
Bank charges | $ 84 | $ 49 |
Foreign currency adjustments (income) expenses, net | 195 | (446) |
Interest income | (44) | (61) |
Total financial (income) expenses, net | $ 235 | $ (458) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 09, 2022 | Feb. 28, 2022 | Feb. 01, 2021 | Jan. 31, 2022 | May 31, 2021 | Sep. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 04, 2022 | Nov. 28, 2021 | Sep. 30, 2021 | Feb. 28, 2021 | Jul. 31, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Mar. 04, 2016 |
Warrants to purchase common stock | 88,889 | 824,689 | 230,452 | 230,452 | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Issuance of common stock upon acquisition | $ 43,422,000 | ||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 21,375 | ||||||||||||||||||
Aggregate gross proceeds | $ 1,156,000 | ||||||||||||||||||
Series A Convertible Preferred stock | |||||||||||||||||||
Number of shares converted | 3,896 | 5,552 | |||||||||||||||||
Private placement | |||||||||||||||||||
Purchase price per share | $ 21.35 | ||||||||||||||||||
Aggregate gross proceeds | $ 70,000 | ||||||||||||||||||
Net proceeds | $ 64,877,000 | ||||||||||||||||||
Private placement | Series A Convertible Preferred stock | |||||||||||||||||||
Number of shares converted | 451,226 | ||||||||||||||||||
Board Of Directors, Officers And Employees [Member] | |||||||||||||||||||
Warrants to purchase common stock | 400,000 | ||||||||||||||||||
Consultants | |||||||||||||||||||
Warrants to purchase common stock | 3,000 | 25,000 | 250,000 | ||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 500,000 | ||||||||||||||||||
2012 Plan | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 1,500 | ||||||||||||||||||
2012 Plan | Service providers | |||||||||||||||||||
Restricted shares granted | $ 16 | ||||||||||||||||||
2020 Plan | |||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 15,000 | ||||||||||||||||||
2020 Plan | Officers, employees and consultants | |||||||||||||||||||
Exercise price of options, maximum | $ 25.84 | ||||||||||||||||||
2020 Plan | Officers, employees and consultants | Stock options | |||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||
Exercise price of options, minimum | $ 0.01 | ||||||||||||||||||
Exercise price of options, maximum | $ 24.48 | ||||||||||||||||||
Subsequent Event | |||||||||||||||||||
Period for strategic service agreement | 5 years | ||||||||||||||||||
Subsequent Event | Series A Convertible Preferred stock | |||||||||||||||||||
Number of shares converted | 1,030 | ||||||||||||||||||
Conversion of Stock, Shares Issued | 254,322 | ||||||||||||||||||
Common stock were issued as dividend | 61,730 | ||||||||||||||||||
Subsequent Event | Pre-funded warrants | |||||||||||||||||||
Warrants to purchase common stock | 81,221 | ||||||||||||||||||
Stock issued in exchange for warrants | 81,233 | ||||||||||||||||||
Subsequent Event | Private placement | |||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 4,674,454 | ||||||||||||||||||
Purchase price per share | $ 7.49 | ||||||||||||||||||
Aggregate gross proceeds | $ 40,000,000 | ||||||||||||||||||
Net proceeds | $ 38,026,000 | ||||||||||||||||||
Subsequent Event | Private placement | Pre-funded warrants | |||||||||||||||||||
Warrants to purchase common stock | 667,559 | ||||||||||||||||||
Subsequent Event | 2012 Plan | Service providers | |||||||||||||||||||
Restricted shares issued (in shares) | 4,983 | ||||||||||||||||||
Subsequent Event | 2020 Plan | |||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 1,339,624 | ||||||||||||||||||
Subsequent Event | 2020 Plan | Stock options | |||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||
Subsequent Event | 2020 Plan | Minimum [Member] | |||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 2,528,890 | ||||||||||||||||||
Subsequent Event | 2020 Plan | Maximum [Member] | |||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 3,868,514 | ||||||||||||||||||
Subsequent Event | 2020 Plan | Board Of Directors, Officers And Employees [Member] | |||||||||||||||||||
Term of the awards | 10 years | ||||||||||||||||||
Subsequent Event | 2020 Plan | Officers and employees | |||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||
Subsequent Event | 2020 Plan | Consultants | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 24,191 | ||||||||||||||||||
Subsequent Event | 2020 Plan | Officers, employees and consultants | |||||||||||||||||||
Restricted shares issued (in shares) | 149,550 | ||||||||||||||||||
Exercise price of options, minimum | $ 6.67 | ||||||||||||||||||
Exercise price of options, maximum | $ 8.0957 | ||||||||||||||||||
Subsequent Event | 2020 Plan | Officers, employees and consultants | Stock options | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 396,050 | ||||||||||||||||||
Subsequent Event | Physimax Technologies Ltd. | Technology Purchase Agreement | |||||||||||||||||||
Issuance of common stock upon acquisition (in shares) | 256,660 | ||||||||||||||||||
Issuance of common stock upon acquisition | $ 5,500,000 | ||||||||||||||||||
Share price | $ 21.35 | ||||||||||||||||||
Cash consideration | $ 500,000 | ||||||||||||||||||
Convertible loan transferred | 400,000 | ||||||||||||||||||
Earn-out payable | 100,000 | ||||||||||||||||||
Liabilities assumed for consideration for business combination | $ 1,020,000 |