Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | ScoutCam Inc. | |
Entity Central Index Key | 0001577445 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 26,884,921 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,245 | |
Accounts receivable | 22 | 90 |
Inventory | 900 | 81 |
Parent Company | 73 | |
Other current assets | 78 | 62 |
Total current assets | 4,318 | 233 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 59 | 13 |
Operating lease right-of-use assets | 53 | |
Severance pay asset | 327 | 270 |
Total non-current assets | 439 | 283 |
TOTAL ASSETS | 4,757 | 516 |
CURRENT LIABILITIES : | ||
Accounts payable | 35 | 19 |
Contract liabilities | 502 | |
Operating lease liabilities - short term | 24 | |
Accrued compensation expenses | 297 | 131 |
Loan from Parent company | 500 | |
Other accrued expenses | 552 | 32 |
Total current liabilities | 1,910 | 182 |
NON-CURRENT LIABILITIES: | ||
Contract liabilities | 200 | |
Operating lease liabilities - long term | 29 | |
Liability for severance pay | 296 | 252 |
Total non-current liabilities | 325 | 452 |
TOTAL LIABILITIES | 2,235 | 634 |
SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY): | ||
Ordinary shares Common stock, $0.001 par value; 75,000,000 shares authorized, 26,884,921 and 16,130,952* shares issued and outstanding at December 31, 2019 and 2018, respectively | 27 | 16 |
Additional paid-in capital | 4,135 | (16) |
Parent company deficit | (118) | |
Accumulated deficit | (1,640) | |
TOTAL SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY) | 2,522 | (118) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY) | $ 4,757 | $ 516 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, shares issued | 26,884,921 | 16,130,952 | [1] |
Common stock, shares outstanding | 26,884,921 | 16,130,952 | [1] |
[1] | Please refer to note 3. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
REVENUES: | ||||
REVENUES | [1] | $ 309 | $ 391 | |
COST OF REVENUES: | ||||
COST OF REVENUES | 542 | 221 | ||
GROSS PROFIT (LOSS) | (233) | 170 | ||
RESEARCH AND DEVELOPMENT EXPENSES | 274 | 183 | ||
SALES AND MARKETING EXPENSES | 183 | 270 | ||
GENERAL AND ADMINISTRATIVE EXPENSES | 1,117 | 240 | ||
OPERATING LOSS | (1,807) | (523) | ||
FINANCING EXPENSES, NET | (20) | [2] | ||
LOSS BEFORE TAXES ON INCOME | (1,827) | (523) | ||
TAXES ON INCOME | (2) | (1) | ||
NET LOSS | $ (1,829) | $ (524) | ||
Net loss per Ordinary share (basic and diluted, in USD) | $ (0.11) | $ (0.03) | ||
Weighted average Ordinary shares (basic and diluted, in thousands) | 16,190 | 16,131 | ||
Product [Member] | ||||
REVENUES: | ||||
REVENUES | [1] | $ 188 | $ 174 | |
COST OF REVENUES: | ||||
COST OF REVENUES | 421 | 104 | ||
Service [Member] | ||||
REVENUES: | ||||
REVENUES | [1] | 121 | 217 | |
COST OF REVENUES: | ||||
COST OF REVENUES | $ 121 | $ 117 | ||
[1] | As for revenues related to transaction with the Parent Company - see Note 11(b) | |||
[2] | Less than 1 thousand |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity (Capital Deficiency) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Parent Company Deficit [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 16 | $ (16) | $ (117) | $ (117) | |
Balance, shares at Dec. 31, 2017 | 16,131 | ||||
Net transfer from Parent company | 523 | 523 | |||
Net loss | (524) | (524) | |||
Balance at Dec. 31, 2018 | $ 16 | (16) | (118) | (118) | |
Balance, shares at Dec. 31, 2018 | 16,131 | ||||
Net transfer from Parent company | 514 | 514 | |||
Net loss | (189) | (1,640) | (1,829) | ||
Consummation of the Carve-out | 207 | (207) | |||
Capital contribution from Parent company | 720 | 720 | |||
Sale of assets to Parent company | 168 | 168 | |||
Effect of reverse recapitalization | $ 11 | 3,029 | 3,040 | ||
Effect of reverse recapitalization, shares | 10,754 | ||||
Share based compensation | 27 | 27 | |||
Balance at Dec. 31, 2019 | $ 27 | $ 4,135 | $ (1,640) | $ 2,522 | |
Balance, shares at Dec. 31, 2019 | 26,885 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,829) | $ (524) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 6 | 5 |
Share based compensation | 27 | 25 |
Loss from exchange differences on cash and cash equivalents | 5 | |
Other non-cash items | (10) | 1 |
CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: | ||
Accounts receivable | 68 | (85) |
Increase in inventory | (819) | (25) |
Other current assets | (16) | (62) |
Account payables | 16 | |
Contract liability | 302 | 192 |
Accrued compensation expenses | 166 | (13) |
Parent company | (73) | |
Other accrued expenses | 358 | 32 |
Net cash flows used in operating activities | (1,799) | (454) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (52) | |
Change in severance pay asset | (3) | 4 |
Net cash flows provided by (used in) investing activities | (55) | 4 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Transfer from Parent company | 514 | 450 |
Sale of assets to Parent company | 168 | |
Capital contribution from Parent company | 720 | |
Loan from Parent company | 500 | |
Cash obtained in connection with Recapitalization Transaction | 3,202 | |
Net cash flows provided by financing activities | 5,104 | 450 |
INCREASE IN CASH AND CASH EQUIVALENTS | 3,250 | |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | ||
LOSSES FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (5) | |
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,245 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Unpaid Recapitalization Transaction costs | 89 | |
Assets acquired (liabilities assumed): | ||
Current assets excluding cash and cash equivalents | ||
Current liabilities | (73) | |
Recapitalization Transaction costs | (89) | |
Reverse recapitalization effect on equity | (3,040) | |
Cash obtained in connection with Recapitalization Transaction | $ 3,202 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
General | |
General | NOTE 1 – GENERAL: a ScoutCam Inc. (the “Company”), formally known as ScoutCam Ltd., or ScoutCam, was formed in the State of Israel on January 3, 2019 as a wholly-owned subsidiary of Medigus Ltd. (the “Parent Company”, “Medigus”), an Israeli company traded both on the Nasdaq Capital Market and the Tel Aviv Stock Exchange, and commenced operations on March 1, 2019. Upon incorporation, ScoutCam issued to Medigus 1,000,000 Ordinary shares with no par value. On March 2019, ScoutCam issued to Medigus an additional 1,000,000 Ordinary shares with no par value. ScoutCam was incorporated as part of a reorganization of Medigus, which was designed to distinguish ScoutCam’s miniaturized imaging business, or the micro ScoutCam™ portfolio, from Medigus’s other operations and to enable Medigus to form a separate business unit with dedicated resources focused on the promotion of such technology. In December 2019, Medigus and ScoutCam consummated a certain Amended and Restated Asset Transfer Agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to ScoutCam. On September 16, 2019, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”), with Medigus, pursuant to which Medigus assigned, transferred and delivered 100% of its holdings in ScoutCam to the Company, in exchange for consideration consisting of shares of the Company’s common stock representing 60% of the issued and outstanding share capital of the Company immediately upon the closing of the Exchange Agreement (the “Closing”). The Exchange Agreement was conditioned on certain obligations by the respective parties, including, but not limited to, that the Company will have at least USD 3 million in cash on hand upon Closing, and that the Company will bear the costs and expenses in connection with the execution of the Exchange Agreement. In accordance with said obligations, the Company undertook to secure at least USD 3 million in funding prior to the Closing, based on a pre-money valuation of USD 10 million of the Company on a post-Closing basis. In addition, the Exchange Agreement provides that if ScoutCam achieves an aggregated amount of USD 33 million in sales within the first three years immediately after the Closing, the Company will issue to Medigus additional shares of Company’s common stock representing 10% of the Company’s issued and outstanding share capital as reflected on the date of the Closing. The Closing occurred on December 30, 2019 (the “Closing Date”). On December 31, 2019, Intellisense filed with the Nevada Secretary of State a Certificate of Amendment to the Registrant’s Articles of Incorporation to change its name from “Intellisense Solutions Inc.” to “ScoutCam Inc.”, effective December 31, 2019. Thereafter, on January 23, 2019, FINRA approved the Company’s name change and its trading symbol was changed from INLL to SCTC on the OTC Markets, Pink Tier . The Company’s Common Stock is quoted on the OTC Pink under the symbol “SCTC”. There is currently no trading market for Company’s Common Stock and there is no assurance that a regular trading market will ever develop. Although the transaction resulted in ScoutCam becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse recapitalization as the shareholders of ScoutCam own a substantial majority of the outstanding common shares of the Company and taking into account that prior to the Closing Date the Company was considered as a shell corporation. Accordingly, ScoutCam is considered accounting acquirer of the merged company. ScoutCam has developed a range of micro CMOS (complementary metal-oxide semiconductor) and CCD (charge-coupled device) video cameras, including micro ScoutCam™ 1.2. These innovative cameras are suitable for both medical and industrial applications. Based on its proprietary technology, the Company designs and manufactures endoscopy and micro camera systems for partner companies. b. During the year ended December 31, 2019, the Company incurred a loss of USD 1,829 thousand and negative cash flows from operating activities of approximately USD 1,799 thousand. Based on the projected cash flows, the Company’s Management is of the opinion that without further fundraising it will not have sufficient resources to enable it to continue its operating activities including the development, manufacturing and marketing of its products within one year after the issuance date of these consolidated financial statements. As a result, there is a substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. Management’s plans include continuing commercialization of the Company’s products and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships and other opportunities. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to reduce activities, curtail or even cease operations. These consolidated financial statements have been prepared assuming the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: a. Basis of preparation: The Exchange Agreement is being treated as a reverse recapitalization of Scoutcam Ltd., for financial accounting and reporting purposes. As such, ScoutCam Ltd. is treated as the acquirer for accounting and financial reporting purposes while the Company is treated as the acquired entity for accounting and financial reporting purposes. As a result, the comparative figures that are reflected in the Company’s financial statements are those of ScoutCam and from the Closing Date, the Company’s assets, liabilities and results of operations are consolidated with the assets, liabilities and results of operations of ScoutCam. The consolidated financial statements reflect the group’s financial position, results of operations, changes in shareholders equity (capital deficiency) and cash flows in accordance with generally accepted accounting principles in the Unites States (“U.S. GAAP”). The accompanying comparative consolidated financial statements include the historical accounts of ScoutCam as a “Carve-out Business”, a division of Medigus. Throughout the comparative periods included in these Financial Statements, the Carve-out Business operated as part of Medigus. Separate financial statements have not historically been prepared for the Carve-out Business. These comparative carve-out financial statements have been prepared on a standalone basis and are derived from Medigus’s consolidated financial statements and accounting records. The carve-out comparative financial statements reflect ScoutCam’s financial position, results of operations, changes in net parent deficit and cash flows in accordance with U.S. GAAP. The financial position, results of operations, changes in net parent deficit, and cash flows of the Carve-out Business may not be indicative of its results had it been a separate stand-alone entity during the comparative periods presented. The comparative carve-out financial statements of the Company include expenses which were allocated from Medigus for certain functions, including general corporate expenses related to corporate strategy, procurement, Information Technology (“IT”), Human Resources (“HR”) and legal. These allocation have been made on the basis of direct usage when identifiable, with the remainder allocated on the basis of headcount. Management believes the expense allocation methodology and results are reasonable and consistently applied for all comparative periods presented. However, these allocations may not be indicative of the actual expenses that would have been incurred by an independent company or of the costs to be incurred in the future. The carve-out comparative financial statements include assets and liabilities specifically attributable to the Carve-out Business. Medigus uses a centralized approach for managing cash and financing operations. Accordingly, a substantial portion of the cash balances are transferred to Medigus’ cash management accounts regularly and therefore are not included in the financial statements. Transfers of cash between Carve-out business and Medigus are included within “Net transfers from Parent company” on the Statements of Cash Flows and the Statements of changes in shareholder’s equity (capital deficiency). As the carve-out comparative financial statements have been prepared on a carve-out basis, the amounts reflected in Parent Company deficit in the comparative statement of changes in shareholder’s equity (capital deficiency) refer to net loss for the period attributed to ScoutCam in addition to transactions between Medigus and ScoutCam. The accounting policies set out below have, unless otherwise stated, been applied consistently. b. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. c. Functional currency A majority of ScoutCam’s revenues are generated in U.S. dollars. The substantial majority of ScoutCam Ltd.’s costs are incurred in U.S. dollars and New Israeli Shekels (“NIS”). ScoutCam Ltd.’s management believes that the U.S. dollar is the currency of the primary economic environment in which ScoutCam Ltd. operates. Thus, the functional currency of ScoutCam Ltd.’s is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. d. Cash and Cash Equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. e. Accounts receivable Accounts receivable are presented in the Company’s consolidated balance sheet net of allowance for doubtful accounts. The Company estimates the collectibility of its accounts receivable balances and adjusts its allowance for doubtful accounts accordingly. When revenue recognition criteria are not met for a sale transaction that has been billed, the Company does not recognize deferred revenues or the related account receivable. As of December 31, 2019, no allowance for doubtful accounts was recorded. f. Property and equipment Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives: Machinery and equipment – 6-10 years. g. Severance pay Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the Company’s employees in Israel are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments under Section 14 relieve the Company from any future severance payment obligation with respect to those employees and, as such, the Company may only utilize the insurance policies for the purpose of disbursement of severance pay. As a result, the Company does not recognize an asset nor liability for these employees. The asset and the liability for severance pay presented in the balance sheet reflects employees that began employment prior to Section 14. The severance pay liability of the Company to its employees that began employment prior to Section 14, based upon the number of years of service and the latest monthly salary and is partly covered by regular deposits with recognized pension funds and deposits with severance pay funds. Under labor agreements, these deposits are in the employees’ names and, subject to certain limitations, are the property of the employees. The liability for employee rights upon retirement covers the severance pay liability of the Company in accordance with labor agreements in force and based on salary components which, in the opinion of management, create entitlement to severance pay. The Company records the obligation as if it were payable at each balance sheet date on an undiscounted basis. The Company may only make withdrawals for the purpose of paying severance. h. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards, including stock-based option awards exercisable into shares of common stock of the Parent company under its plan based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awards on the grant date using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. For the years ended December 31, 2019, and 2018, the volatility was based on the historical stock volatility of the Parent Company. The Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures. i. Inventories Inventories include raw materials, inventory in process and finished products and are valued at the lower of cost or net realizable value. The cost is determined on the basis of “first in-first out” basis. Cost of purchased raw materials and inventory in process includes costs of design, raw materials, direct labor, other direct costs and fixed production overheads. Materials and other supplies held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. The Company regularly evaluates its ability to realize the value of inventory based on a combination of factors including the following: forecasted sales or usage, estimated current and future market values. j. Revenue recognition a) Revenue measurement Commencing January 1, 2018, the Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as sales taxes. Revenues are presented net of VAT. Until December 31, 2017 revenues were measured in accordance with ASC 605, “Revenue recognition”. The implementation of ASC 606 did not have a material effect on the consolidated financial statements of the Company as the Company’s accounting for revenue recognition remains substantially identical. b) Revenue recognition The Company recognizes revenue when a customer obtains control over promised goods or services. For each performance obligation the Company determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time. Performance obligations are satisfied over time if one of the following criteria is met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance; (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. If a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time. The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. Product Revenue Revenues from product sales are recognized when the customer obtains control of the Company’s product, typically upon shipment to the customer. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Service Revenue The Company also generates revenues from development services. Revenue from development services is recognized over the period of the applicable service contract. There are no long-term payment terms or significant financing components of the Company’s contracts. The Company’s contract payment terms for product and services vary by customer. The Company assesses collectibility based on several factors, including collection history. k. Cost of revenues Cost of revenue consists of products purchased from sub-contractors, raw materials for in-house assembly line, shipping and handling costs to customers, salary, employee-related expenses, depreciation and overhead expenses. l. Research and development costs Research and development costs are expensed as incurred and includes salaries and employee-related expenses, overhead expenses, material and third-party contractor’s charges. m. Income taxes Income taxes are accounted for using the asset and liability approach under ASC-740, “Income Taxes” (“ASC-740”). The asset and liability approach require the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. ASC-740 also clarifies the accounting and reporting for uncertainties in income tax. ASC-740 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. n. Legal contingencies From time to time, the Company becomes involved in legal proceedings or is subject to claims arising in its ordinary course of business. Such matters are generally subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues for contingencies when the loss is probable, and it can reasonably estimate the amount of any such loss. The Company is currently not a party to any material legal or administrative proceedings and, is not aware of any material pending or threatened material legal or administrative proceedings against the Company. o. Loss per share Basic loss per share is computed by dividing net loss attributable to ordinary stockholders of the Company, by the weighted average number of shares of common stock as described below. In computing the Company’s diluted earnings per share, the numerator used in the basic earnings per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive shares of common stock outstanding during the period. The loss per share information in these consolidated financial statements is reflected and calculated as if the Company had existed since January 1, 2018. Accordingly, loss per share for all periods was calculated based on the number of shares retroactively adjusted for the exchange ratio determined in the reverse recapitalization (see also note 3). p. Leases The Company adopted the new accounting standard Accounting Standards Codification 842 “Leases,” and all the related amendments, on January 1, 2019 and used the standard’s effective date as the Company’s date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The adoption of this standard did not have a material effect on the Company’s financial statements. On January 1, 2019, the Company recognized ROU assets of approximately USD 19 thousand and lease liabilities of approximately USD 19 thousand for its operating leases of real estate and vehicles. The Company has elected the short-term lease exception for leases with a term of 12 months or less. As part of this election it will not recognize right-of-use assets and lease liabilities on the balance sheet for leases with terms less than 12 months. See also note 12. q. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments” that supersedes the existing impairment model for most financial assets to a model that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. ASU 2016-13 also requires that credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses. The guidance will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. We are currently evaluating this guidance to determine the impact it may have on our consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2019 | |
Reverse Recapitalization | |
Reverse Recapitalization | NOTE 3 - REVERSE RECAPITALIZATION On December 30, 2019, Intellisense and Medigus completed the Exchange Agreement accounted for as a reverse recapitalization transaction. Pursuant to the Exchange Agreement, Intellisense issued to Medigus 16,130,952 share. Upon such issuance, ScoutCam Ltd. became a wholly-owned subsidiary of Intellisense On December 31, 2019, Intellisense Solutions Inc. changed its name to ScoutCam Inc. Immediately prior to the Closing Date the Company’s outstanding common stock was comprised of 3,927,346 shares of common stock $0.001 par value, of which 1,352,666 shares were issued immediately prior to the Closing Date as part of the conversion of promissory notes to related parties and the exercise of warrants by related parties, employees and service providers. Also on the Closing Date, 3,413,312 units, each comprised of two shares of common stock par value USD 0.001 per share, one Warrant A (as defined below) and two Warrants B (as defined below), were issued to investors as part of the financing transaction that the Company was obligated to secure prior to the closing. The immediate gross proceeds from the issuance of the units amounted to approximately USD 3.3 million. Each Warrant A is exercisable into one share of common stock of the Company at an exercise price of USD 0.595 per share during the12 month period following the allotment. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of USD 0.893 per share during the 18 month period following the allotment. While ScoutCam Inc. was the legal acquirer, ScoutCam Ltd. was treated as the acquiring company for accounting purposes as the Exchange Agreement was accounted for as a reverse recapitalization which is equivalent to the issuance of 10,753,969 shares by ScoutCam Ltd, for the net monetary assets of ScoutCam Inc. As a result, the financial statements of the Company prior to the Closing Date are the historical financial statements of ScoutCam Ltd. The financial statements of the Company after the Closing Date reflect the results of the operations of ScoutCam Ltd. and ScoutCam Inc. on a combined basis. The net acquired assets of the Company as of the Closing Date was $3,040 thousands. There were no fair value adjustments necessary to perform as the carrying values of the net acquired assets approximated fair value. Further, given the nature of the operations of ScoutCam Inc. prior to the Closing Date, there were no intangible assets, including goodwill, established as a result of the Exchange Agreement. Under the Exchange Agreement, the number of shares of common stock and USD amount for common stock is based on the nominal value and the shares of common stock issued by ScoutCam Inc. (reflecting the legal structure of ScoutCam Inc. as the legal acquirer) on the Closing Date plus shares of common stock issued by ScoutCam Inc. as part of the Exchange Agreement as described above. Historical stockholders’ equity reflects the accounting acquirer, except for share number and USD amount adjusted for the shares exchange ratio pursuant to the Exchange Agreement amounting to 8.065. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4 - INVENTORY: Composed as follows: December 31, 2019 2018 USD in thousands Raw materials and supplies 24 38 Work in progress 316 43 Finished goods 560 - 900 81 During the years ended 2019 and 2018, no impairment occurred. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 5 - PROPERTY AND EQUIPMENT, NET: Property, plant and equipment, net consisted of the following: December 31, 2019 2018 USD in thousands Cost: machinery and equipment 132 286 Less: accumulated deprecation (73 ) (273 ) Total property and equipment, net 59 13 Depreciation expenses were USD 6 thousand and USD 5 thousand in the years ended December 31, 2019 and 2018, respectively. |
Other Accrued Expenses
Other Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Expenses | NOTE 6 – OTHER ACCRUED EXPENSES: December 31, 2019 2018 USD in thousands Unpaid recapitalization transaction costs 89 - IRS (see note 7b) 73 - Accrued expenses 390 32 552 32 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 - INCOME TAXES a. Basis of taxation The Company and its subsidiary are taxed under the domestic tax laws of the jurisdiction of incorporation of each entity (United States and Israel). Income from Israel was taxed at the corporate tax rate of 23%. ScoutCam Inc. was incorporated in the United States and is subject to the Federal and State tax laws established in the United States. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act reduces the corporate tax rate to 21 percent from 35 percent, among other things. b. ScoutCam Inc. did not timely file its tax return for 2013-2014 and therefore the IRS imposed penalties in the amount of USD 60 thousand (approximately $73 thousands including interest). ScoutCam Inc. has not yet filed tax returns for 2015-2018. c. Israel tax loss carryforwards As of December 31, 2019 the Company has accumulated losses for tax purposes that were generated in Israel. These losses may be carried forward and offset against taxable income in the future for an indefinite period. A full valuation allowance was created against the Company’s deferred tax assets generated in Israel. Management currently believes that it is more likely than not that the deferred taxes generated in Israel will not be realized in the foreseeable future. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 8 – RELATED PARTIES a. On May 30, 2019, ScoutCam Ltd. entered into an intercompany agreement with Medigus (the “Intercompany Agreement”) according to which ScoutCam Ltd. agreed to hire and retain certain services from Medigus. The agreed upon services provided under the Intercompany Agreement included: (1) lease of office space and clean room based on actual space utilized by ScoutCam Ltd. and in shared spaces according to employee ratio; (2) utilities such as electricity water, IT and communication services based on employee ratio; (3) car services, including car rental, gas usage, payment for toll roads based on 100% of expense incurred from a ScoutCam Ltd. employee car; (4) external accountant services at a price of USD 6,000 per annum; (5) directors and officers insurance at a sum of 1/3 of Parent company cost; (6) CFO services at a sum of 50% of Parent company CFO employer cost; (7) every direct expense of ScoutCam Ltd. that is paid by the Parent company in its entirety subject to approval of such direct expenses in advance; and (8) any other mutual expense that is borne by the parties according to the Respective portion of the Mutual Expense. The total expenses for year ended December 31, 2019 amounted to USD 329 thousand. As of December 31, 2019 the balance with Medigus amounting to USD 73 thousand represents amounts to be utilized against future services. In addition, ScoutCam Ltd.’s employees provide support services to Medigus. b. On June 3, 2019, the Parent Company executed a capital contribution on account of additional paid in capital into ScoutCam Ltd. of an aggregate amount of USD 720 thousand. c. On August 27, 2019, the Parent Company provided ScoutCam Ltd. with a line of credit in the aggregate amount of USD 500 thousand and, in exchange, ScoutCam Ltd. agreed to grant the Parent Company a capital note that will bear an annual interest rate of 4%. The repayment of the credit line amount shall be spread over one year in monthly payments beginning January 2020. The said note is presented in the consolidated balance sheet within “Loan from Parent Company”. d. On July 31, 2019, ScoutCam Ltd. and Prof. Benad Goldwasser entered into a consulting agreement, whereby Prof. Goldwasser agreed to serve as chairman of the board of directors of ScoutCam Ltd., effective retroactively to March 1, 2019, in consideration for, inter alia e. On September 3, 2019, a certain Asset Transfer Agreement, by and between ScoutCam Ltd. and the Parent Company dated May 28, 2019, became effective. According to the Asset Transfer Agreement the Company transferred certain assets (property and equipment) with a nil carrying amount to the Parent Company in consideration of USD 168 thousand. The assets were then sold to a third party. The excess of the said consideration over the carrying amount was directly recorded to shareholders’ equity. f. During December 2019, the Company entered into a consulting agreement with Shrem Zilberman Group Ltd. (the “Consultant”) in the amount of USD 165 thousand (see also note 9b). A director of the Company is related to one of the Consultant’s shareholders. g. On February 12, 2020, the Company’s Board of Directors authorized the allotment of options to purchase 2,235,691 shares of Common Stock of the Company to Professor Benad Goldwasser, the Company’s Chairman of the Board, and options to purchase 1,865,346 shares of Common Stock of the Company to certain officers of the Company. Each option is convertible into one share of common stock of the Company of $0.001 par value at an exercise price of $0.29. See also note 13b. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Equity | NOTE 9 - EQUITY: a. As discussed in note 3, the Recapitalization is accounted for as a reverse recapitalization with ScoutCam Inc. as the legal acquirer and ScoutCam Ltd. as the accounting acquirer. Under the Recapitalization, the USD amount for shares of common stock is based on the nominal value and the shares of common stock issued by ScoutCam Inc. (reflecting the legal structure of ScoutCam Inc. as the legal acquirer) on the Recapitalization Date plus shares of common stock issued by the Company as part of the Recapitalization as described above. Historical stockholders’ equity reflects the accounting acquirer’s share number and USD amount adjusted for the exchange ratio determined in the Recapitalization. b. In December 2019, the Company allotted in a private issuance, a total of 3,413,312 units at a purchase price of USD $0.968 per unit. Each unit was comprised of two shares of common stock par value US$0.001 per share, one Warrant A (defined below) and two Warrants B (defined below). The immediate proceeds (gross) from the issuance of the units amounted to approximately USD 3.3 million. Each Warrant A is exercisable into one share of common stock of the Company at an exercise price of USD 0.595 per share during the 12 month period following the allotment. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of USD 0.893 per share during the 18 month period following the allotment. In addition, the Company’s Consultant (see also note 8f) will be entitled to receive the amount representing 3% of any exercise price of each Warrant A or Warrant B that may be exercised in the future. In the event the total proceeds received as a result of exercise of Warrants will be less than $2 million at the time of their expiration, the Consultant will be required to invest $250,000 in the Company. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 10 - REVENUES: a. Disaggregation of Revenues: The following table present the Company’s revenues disaggregated by revenue type for the years ended December 31, 2019 and 2018: Year ended on December 31, 2019 2018 USD in thousands Products 188 174 Services 121 217 309 391 Revenues from products are recognized at a point of time and revenues from services are recognized over time. b. Contract liabilities: The Company’s contract liabilities as of December 31, 2019 and 2018 were as follows: December 31, 2019 2018 USD in thousands The change in deferred revenues: Balance at beginning of year 200 8 Deferred revenue relating to new sales 387 200 Revenue recognition during the period (85 ) (8 ) Balance at end of year 502 200 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. Revenue recognized in 2018 that was included in deferred revenue balance as of January 1, 2018 was USD 8 thousand. There was no revenue recognized in 2019 that was included in deferred revenue balance as of December 31, 2018. Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2019 the total RPO amounted to USD 906 thousand, which the Company expects to recognize during financial year 2020. |
Entity Wide Disclosures
Entity Wide Disclosures | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Entity Wide Disclosures | NOTE 11 - ENTITY WIDE DISCLOSURES: ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. The Company manages its business based on one operating segment and derives revenues from sales of products and services developing minimally invasive endosurgical tools and highly innovative imaging solutions. a. Revenues by geographical area (based on the location of customers) The following is a summary of revenues within geographic areas: Year ended on 2019 2018 USD in thousands United States 142 300 United Kingdom 33 24 South Korea - 7 Israel 67 12 Other 67 48 309 391 b. Major customers Set forth below is a breakdown of Company’s revenue by major customers (major customer –revenues from these customers constituted at least 10% of total revenues in a certain year): Year ended on 2019 2018 USD in thousands Customer A 85 134 Customer B 30 92 Customers C 33 21 Customer D – Parent company 36 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 12 - LEASES The Company’s leases relate to vehicles leases and to short term lease of Company’s offices. The components of lease expenses during the periods presented were as follows: Year ended December 31, 2019 USD in thousands Operating lease expenses 29 Short-term lease expenses 60 Total lease expenses 89 Supplemental cash flow information related to operating leases during the period presented was as follows: Year ended USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 29 ROU assets obtained in exchange for lease liabilities: Operating leases 55 Lease term and discount rate related to operating leases as of the period presented were as follows: December 31, 2019 USD in thousands Weighted-average remaining lease term (in years) 1.4 Weighted-average discount rate 10 % The maturities of lease liabilities under operating leases as of December 31, 2019 are as follows: USD in thousands 2020 25 2021 21 2022 14 Total undiscounted lease payments 60 Less: Imputed interest (7 ) Total lease liabilities 53 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 - SUBSEQUENT EVENTS: a. On March 3, 2020, the Company allotted in a private issuance a total of 979,754 units at a purchase price of USD $0.968 per unit. Each unit was comprised of two shares of common stock par value US$0.001 per share, one Warrant A (defined below) and two Warrants B (defined below). Each Warrant A is exercisable into one share of common stock of the Company at an exercise price of USD 0.595 per share during the 12 month period following the allotment. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of USD 0.893 per share during the 18 month period following the allotment. The immediate proceeds (gross) from the issuance of all securities offered amounted to approximately USD 948 thousands. b. In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 5,228,007 shares of common stock for grant to Company employees, consultants, directors and other service providers. The Plan is designed to enable the Company to grant options to purchase ordinary shares and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3(i) of the Israeli Tax Ordinance. On March 19, 2020 the Company granted 4,367,515 options pursuant to the Plan. Each option is convertible into one share of common stock of the Company of $0.001 par value at the exercise price of $0.29. For a discussion of options granted to related parties, see Note 8g. c. On March 15, 2020, the Company’s Board of Directors approved, among other things: (i) an increase to the Company’s option pool pursuant to the Plan by an additional 576,888 shares of Common Stock for future grants to employees, consultants, directors and other service providers of the Company; (ii) a quarterly fee of $4,000 payable to each of the Company’s directors, excluding Professor Benad Goldwasser; and (iii) the allotment of options to purchase 576,888 shares of Common Stock of the Company to each of the Company’s directors, excluding Professor Benad Goldwasser. Each option granted to the Company’s directors is convertible into one share of Common Stock at an exercise price of $0.29. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Preparation | a. Basis of preparation: The Exchange Agreement is being treated as a reverse recapitalization of Scoutcam Ltd., for financial accounting and reporting purposes. As such, ScoutCam Ltd. is treated as the acquirer for accounting and financial reporting purposes while the Company is treated as the acquired entity for accounting and financial reporting purposes. As a result, the comparative figures that are reflected in the Company’s financial statements are those of ScoutCam and from the Closing Date, the Company’s assets, liabilities and results of operations are consolidated with the assets, liabilities and results of operations of ScoutCam. The consolidated financial statements reflect the group’s financial position, results of operations, changes in shareholders equity (capital deficiency) and cash flows in accordance with generally accepted accounting principles in the Unites States (“U.S. GAAP”). The accompanying comparative consolidated financial statements include the historical accounts of ScoutCam as a “Carve-out Business”, a division of Medigus. Throughout the comparative periods included in these Financial Statements, the Carve-out Business operated as part of Medigus. Separate financial statements have not historically been prepared for the Carve-out Business. These comparative carve-out financial statements have been prepared on a standalone basis and are derived from Medigus’s consolidated financial statements and accounting records. The carve-out comparative financial statements reflect ScoutCam’s financial position, results of operations, changes in net parent deficit and cash flows in accordance with U.S. GAAP. The financial position, results of operations, changes in net parent deficit, and cash flows of the Carve-out Business may not be indicative of its results had it been a separate stand-alone entity during the comparative periods presented. The comparative carve-out financial statements of the Company include expenses which were allocated from Medigus for certain functions, including general corporate expenses related to corporate strategy, procurement, Information Technology (“IT”), Human Resources (“HR”) and legal. These allocation have been made on the basis of direct usage when identifiable, with the remainder allocated on the basis of headcount. Management believes the expense allocation methodology and results are reasonable and consistently applied for all comparative periods presented. However, these allocations may not be indicative of the actual expenses that would have been incurred by an independent company or of the costs to be incurred in the future. The carve-out comparative financial statements include assets and liabilities specifically attributable to the Carve-out Business. Medigus uses a centralized approach for managing cash and financing operations. Accordingly, a substantial portion of the cash balances are transferred to Medigus’ cash management accounts regularly and therefore are not included in the financial statements. Transfers of cash between Carve-out business and Medigus are included within “Net transfers from Parent company” on the Statements of Cash Flows and the Statements of changes in shareholder’s equity (capital deficiency). As the carve-out comparative financial statements have been prepared on a carve-out basis, the amounts reflected in Parent Company deficit in the comparative statement of changes in shareholder’s equity (capital deficiency) refer to net loss for the period attributed to ScoutCam in addition to transactions between Medigus and ScoutCam. The accounting policies set out below have, unless otherwise stated, been applied consistently. |
Use of Estimates | b. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. |
Functional Currency | c. Functional currency A majority of ScoutCam’s revenues are generated in U.S. dollars. The substantial majority of ScoutCam Ltd.’s costs are incurred in U.S. dollars and New Israeli Shekels (“NIS”). ScoutCam Ltd.’s management believes that the U.S. dollar is the currency of the primary economic environment in which ScoutCam Ltd. operates. Thus, the functional currency of ScoutCam Ltd.’s is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. |
Cash and Cash Equivalents | d. Cash and Cash Equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. |
Accounts Receivable | e. Accounts receivable Accounts receivable are presented in the Company’s consolidated balance sheet net of allowance for doubtful accounts. The Company estimates the collectibility of its accounts receivable balances and adjusts its allowance for doubtful accounts accordingly. When revenue recognition criteria are not met for a sale transaction that has been billed, the Company does not recognize deferred revenues or the related account receivable. As of December 31, 2019, no allowance for doubtful accounts was recorded. |
Property and Equipment | f. Property and equipment Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives: Machinery and equipment – 6-10 years. |
Severance Pay | g. Severance pay Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the Company’s employees in Israel are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments under Section 14 relieve the Company from any future severance payment obligation with respect to those employees and, as such, the Company may only utilize the insurance policies for the purpose of disbursement of severance pay. As a result, the Company does not recognize an asset nor liability for these employees. The asset and the liability for severance pay presented in the balance sheet reflects employees that began employment prior to Section 14. The severance pay liability of the Company to its employees that began employment prior to Section 14, based upon the number of years of service and the latest monthly salary and is partly covered by regular deposits with recognized pension funds and deposits with severance pay funds. Under labor agreements, these deposits are in the employees’ names and, subject to certain limitations, are the property of the employees. The liability for employee rights upon retirement covers the severance pay liability of the Company in accordance with labor agreements in force and based on salary components which, in the opinion of management, create entitlement to severance pay. The Company records the obligation as if it were payable at each balance sheet date on an undiscounted basis. The Company may only make withdrawals for the purpose of paying severance. |
Stock-Based Compensation | h. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards, including stock-based option awards exercisable into shares of common stock of the Parent company under its plan based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awards on the grant date using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. For the years ended December 31, 2019, and 2018, the volatility was based on the historical stock volatility of the Parent Company. The Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures. |
Inventories | i. Inventories Inventories include raw materials, inventory in process and finished products and are valued at the lower of cost or net realizable value. The cost is determined on the basis of “first in-first out” basis. Cost of purchased raw materials and inventory in process includes costs of design, raw materials, direct labor, other direct costs and fixed production overheads. Materials and other supplies held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. The Company regularly evaluates its ability to realize the value of inventory based on a combination of factors including the following: forecasted sales or usage, estimated current and future market values. |
Revenue Recognition | j. Revenue recognition a) Revenue measurement Commencing January 1, 2018, the Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as sales taxes. Revenues are presented net of VAT. Until December 31, 2017 revenues were measured in accordance with ASC 605, “Revenue recognition”. The implementation of ASC 606 did not have a material effect on the consolidated financial statements of the Company as the Company’s accounting for revenue recognition remains substantially identical. b) Revenue recognition The Company recognizes revenue when a customer obtains control over promised goods or services. For each performance obligation the Company determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time. Performance obligations are satisfied over time if one of the following criteria is met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance; (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. If a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time. The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. Product Revenue Revenues from product sales are recognized when the customer obtains control of the Company’s product, typically upon shipment to the customer. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Service Revenue The Company also generates revenues from development services. Revenue from development services is recognized over the period of the applicable service contract. There are no long-term payment terms or significant financing components of the Company’s contracts. The Company’s contract payment terms for product and services vary by customer. The Company assesses collectibility based on several factors, including collection history. |
Cost of Revenues | k. Cost of revenues Cost of revenue consists of products purchased from sub-contractors, raw materials for in-house assembly line, shipping and handling costs to customers, salary, employee-related expenses, depreciation and overhead expenses. |
Research and Development Costs | l. Research and development costs Research and development costs are expensed as incurred and includes salaries and employee-related expenses, overhead expenses, material and third-party contractor’s charges related to |
Income Taxes | m. Income taxes Income taxes are accounted for using the asset and liability approach under ASC-740, “Income Taxes” (“ASC-740”). The asset and liability approach require the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. ASC-740 also clarifies the accounting and reporting for uncertainties in income tax. ASC-740 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. |
Legal Contingencies | n. Legal contingencies From time to time, the Company becomes involved in legal proceedings or is subject to claims arising in its ordinary course of business. Such matters are generally subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues for contingencies when the loss is probable, and it can reasonably estimate the amount of any such loss. The Company is currently not a party to any material legal or administrative proceedings and, is not aware of any material pending or threatened material legal or administrative proceedings against the Company. |
Loss Per Share | o. Loss per share Basic loss per share is computed by dividing net loss attributable to ordinary stockholders of the Company, by the weighted average number of shares of common stock as described below. In computing the Company’s diluted earnings per share, the numerator used in the basic earnings per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive shares of common stock outstanding during the period. The loss per share information in these consolidated financial statements is reflected and calculated as if the Company had existed since January 1, 2018. Accordingly, loss per share for all periods was calculated based on the number of shares retroactively adjusted for the exchange ratio determined in the reverse recapitalization (see also note 3). |
Leases | p. Leases The Company adopted the new accounting standard Accounting Standards Codification 842 “Leases,” and all the related amendments, on January 1, 2019 and used the standard’s effective date as the Company’s date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The adoption of this standard had a material effect on the Company’s financial statements. On January 1, 2019, the Company recognized ROU assets of approximately USD 19 thousand and lease liabilities of approximately USD 19 thousand for its operating leases of real estate and vehicles. The Company has elected the short-term lease exception for leases with a term of 12 months or less. As part of this election it will not recognize right-of-use assets and lease liabilities on the balance sheet for leases with terms less than 12 months. See also note 12. |
Recently Issued Accounting Pronouncements Not Yet Adopted | q. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments” that supersedes the existing impairment model for most financial assets to a model that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. ASU 2016-13 also requires that credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses. The guidance will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. We are currently evaluating this guidance to determine the impact it may have on our consolidated financial statements. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Composed as follows: December 31, 2019 2018 USD in thousands Raw materials and supplies 24 38 Work in progress 316 43 Finished goods 560 - 900 81 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment Net | Property, plant and equipment, net consisted of the following: December 31, 2019 2018 USD in thousands Cost: machinery and equipment 132 286 Less: accumulated deprecation (73 ) (273 ) Total property and equipment, net 59 13 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Accrued Expenses | December 31, 2019 2018 USD in thousands Unpaid recapitalization transaction costs 89 - IRS (see note 7b) 73 - Accrued expenses 390 32 552 32 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenues | The following table present the Company’s revenues disaggregated by revenue type for the years ended December 31, 2019 and 2018: Year ended on December 31, 2019 2018 USD in thousands Products 188 174 Services 121 217 309 391 |
Schedule of Contract Liabilities | The Company’s contract liabilities as of December 31, 2019 and 2018 were as follows: December 31, 2019 2018 USD in thousands The change in deferred revenues: Balance at beginning of year 200 8 Deferred revenue relating to new sales 387 200 Revenue recognition during the period (85 ) (8 ) Balance at end of year 502 200 |
Entity Wide Disclosures (Tables
Entity Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenues within Geographic Areas | The following is a summary of revenues within geographic areas: Year ended on 2019 2018 USD in thousands United States 142 300 United Kingdom 33 24 South Korea - 7 Israel 67 12 Other 67 48 309 391 |
Schedule of Major Customers Breakdown of Company's revenue | Set forth below is a breakdown of Company’s revenue by major customers (major customer –revenues from these customers constituted at least 10% of total revenues in a certain year): Year ended on 2019 2018 USD in thousands Customer A 85 134 Customer B 30 92 Customers C 33 21 Customer D – Parent company 36 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The components of lease expenses during the periods presented were as follows: Year ended December 31, 2019 USD in thousands Operating lease expenses 29 Short-term lease expenses 60 Total lease expenses 89 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases during the period presented was as follows: Year ended USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 29 ROU assets obtained in exchange for lease liabilities: Operating leases 55 |
Schedule of Lease Term and Discount Rate Related to Operating Leases | Lease term and discount rate related to operating leases as of the period presented were as follows: December 31, 2019 USD in thousands Weighted-average remaining lease term (in years) 1.4 Weighted-average discount rate 10 % |
Schedule of Maturities Lease Liabilities Under Operating Leases | The maturities of lease liabilities under operating leases as of December 31, 2019 are as follows: USD in thousands 2020 25 2021 21 2022 14 Total undiscounted lease payments 60 Less: Imputed interest (7 ) Total lease liabilities 53 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
State country code | NV | ||||
Date of incorporation | Mar. 22, 2013 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 26,884,921 | 16,130,952 | [1] | ||
Net loss | $ (1,829) | $ (524) | |||
Net cash used in operating activities | $ (1,799) | $ (454) | |||
Medigus Ltd [Member] | |||||
Common stock, par value | |||||
Common stock, shares issued | 1,000,000 | ||||
ScoutCam Ltd., [Member] | Securities Exchange Agreement [Member] | |||||
Equity ownership percentage | 100.00% | ||||
Exchange agreement description | The Company entered into a Securities Exchange Agreement (the "Exchange Agreement"), with Medigus, pursuant to which Medigus assigned, transferred and delivered 100% of its holdings in ScoutCam to the Company, in exchange for consideration consisting of shares of the Company's common stock representing 60% of the issued and outstanding share capital of the Company immediately upon the closing of the Exchange Agreement (the "Closing"). The Exchange Agreement was conditioned on certain obligations by the respective parties, including, but not limited to, that the Company will have at least USD 3 million in cash on hand upon Closing, and that the Company will bear the costs and expenses in connection with the execution of the Exchange Agreement. In accordance with said obligations, the Company undertook to secure at least USD 3 million in funding prior to the Closing, based on a pre-money valuation of USD 10 million of the Company on a post-Closing basis. In addition, the Exchange Agreement provides that if ScoutCam achieves an aggregated amount of USD 33 million in sales within the first three years immediately after the Closing, the Company will issue to Medigus additional shares of Company's common stock representing 10% of the Company's issued and outstanding share capital as reflected on the date of the Closing. | ||||
[1] | Please refer to note 3. |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | |||
Monthly salary percentage | 8.33% | ||
Operating lease right-of-use assets | $ 53 | ||
Operating lease liabilities | $ 24 | ||
Leases description | The Company recognized ROU assets of approximately USD 19 thousand and lease liabilities of approximately USD 19 thousand for its operating leases of real estate and vehicles. The Company has elected the short-term lease exception for leases with a term of 12 months or less. As part of this election it will not recognize right-of-use assets and lease liabilities on the balance sheet for leases with terms less than 12 months. | ||
ASU 2016-02 - 842 [Member] | |||
Operating lease right-of-use assets | $ 19 | ||
Operating lease liabilities | $ 19 | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property, and equipment, useful lives | 6 years | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Property, and equipment, useful lives | 10 years |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details Narrative) $ / shares in Units, $ in Thousands | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 30, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Common stock, shares outstanding | 26,884,921 | 16,130,952 | [1] | |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | 26,884,921 | 16,130,952 | [1] | |
Common stock shares units | 3,413,312 | |||
Proceeds (gross) from the issuance warrants | $ | $ 3,300 | |||
Stock issued during the period, shares | 3,413,312 | |||
ScoutCam Ltd., [Member] | ||||
Business combination, net acquired assets | $ | $ 3,040 | |||
Each Warrant A [Member] | ||||
Warrants to purchase shares | 1 | |||
Warrants exercise price | $ / shares | $ 0.595 | |||
Warrant term | 12 months | |||
Each Warrant B [Member] | ||||
Warrants to purchase shares | 1 | |||
Warrants exercise price | $ / shares | $ 0.893 | |||
Warrant term | 18 months | |||
Exchange Agreement [Member] | ||||
Recapitalization shares issued | 16,130,952 | |||
Stock issued during the period, shares | 10,753,969 | |||
Reverse recapitalization adjusted for exchange ratio | 8.065 | |||
Conversion of Promissory Notes [Member] | ||||
Common stock, shares outstanding | 3,927,346 | |||
Common stock, par value | $ / shares | $ 0.001 | |||
Conversion of Promissory Notes [Member] | Recapitalization [Member] | ||||
Common stock, shares issued | 1,352,666 | |||
[1] | Please refer to note 3. |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Impairment occurred |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 24 | $ 38 |
Work in progress | 316 | 43 |
Finished goods | 560 | |
Inventory net | $ 900 | $ 81 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 6 | $ 5 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Less: accumulated deprecation | $ (73) | $ (273) |
Total property and equipment, net | 59 | 13 |
Machinery and Equipment [Member] | ||
Property, plant and equipment, gross | $ 132 | $ 286 |
Other Accrued Expenses - Schedu
Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Unpaid recapitalization transaction costs | $ 89 | |
IRS (see note 7b) | 73 | |
Accrued expenses | 390 | 32 |
Other accrued expenses | $ 552 | $ 32 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Federal corporate tax rate | 23.00% |
Effective income tax rate reconciliation, tax cuts and jobs act, percent | 0.21 |
IRS [Member] | |
Income tax decription | On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act reduces the corporate tax rate to 21 percent from 35 percent, among other things. The Act did not have a material effect on the consolidated financial statements. |
Penalties related to income tax | $ 60 |
Interest and penalties related to income tax | $ 73 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 19, 2020 | Feb. 12, 2020 | Sep. 03, 2019 | Aug. 27, 2019 | Jul. 31, 2019 | May 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Mar. 03, 2020 | Jun. 03, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Total expenses | $ 329 | |||||||||||
Future services | 73 | |||||||||||
Additional paid in capital | $ 4,135 | $ 4,135 | $ 720 | $ (16) | ||||||||
Authorized the allotment shares | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Subsequent Event [Member] | ||||||||||||
Convertible shares | 1 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock, exercise price | $ 0.29 | |||||||||||
Board of Directors [Member] | Subsequent Event [Member] | ||||||||||||
Authorized the allotment shares | 2,235,691 | |||||||||||
Company Officers [Member] | Subsequent Event [Member] | ||||||||||||
Shares options | 1,865,346 | |||||||||||
Convertible shares | 1 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Common stock, exercise price | $ 0.29 | |||||||||||
Consulting agreement [Member] | Benad Goldwasser [Member] | ||||||||||||
Debt instrument, periodic payment | $ 10 | |||||||||||
Fully-diluted share capital Percentage | 5.00% | |||||||||||
Medigus Ltd [Member] | ||||||||||||
Common stock, par value | ||||||||||||
Medigus Ltd [Member] | Intercompany Agreement [Member] | ||||||||||||
Intercompany agreement description | The agreed upon services provided under the Intercompany Agreement included: (1) lease of office space and clean room based on actual space utilized by ScoutCam Ltd. and in shared spaces according to employee ratio; (2) utilities such as electricity water, IT and communication services based on employee ratio; (3) car services, including car rental, gas usage, payment for toll roads based on 100% of expense incurred from a ScoutCam Ltd. employee car; (4) external accountant services at a price of USD 6,000 per annum; (5) directors and officers insurance at a sum of 1/3 of Parent company cost; (6) CFO services at a sum of 50% of Parent company CFO employer cost; (7) every direct expense of ScoutCam Ltd. that is paid by the Parent company in its entirety subject to approval of such direct expenses in advance; and (8) any other mutual expense that is borne by the parties according to the Respective portion of the Mutual Expense. | |||||||||||
ScoutCam Ltd., [Member] | Line of Credit [Member] | ||||||||||||
Line of credit | $ 500 | |||||||||||
Annual interest rate | 4.00% | |||||||||||
Line of credit facility, description | The repayment of the credit line amount shall be spread over one year in monthly payments beginning January 2020. | |||||||||||
ScoutCam Ltd., [Member] | Asset Transfer Agreement [Member] | ||||||||||||
Sale of assets to parent company | $ 168 | |||||||||||
Shrem Zilberman Group Ltd [Member] | Consulting agreement [Member] | ||||||||||||
Total expenses | $ 165 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Alloted in private issuance | 3,413,312 | ||
Shares issued price per share | $ 0.968 | $ 0.968 | |
Number of common stock | 2 | 2 | |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Proceeds from issuance of common stock | $ 3,300 | ||
Consultant [Member] | |||
Number of common stock value | 250 | ||
Minimum [Member] | |||
Proceeds from exercise of warrant | $ 2,000 | ||
Warrant A [Member] | |||
Number of warrants | 1 | 1 | |
Warrant B [Member] | |||
Number of warrants | 2 | 2 | |
Each Warrant A [Member] | |||
Number of warrants | 1 | 1 | |
Warrants exercise price | $ 0.595 | $ 0.595 | |
Warrant term | 12 months | 12 months | |
Each Warrant B [Member] | |||
Number of warrants | 1 | 1 | |
Warrants exercise price | $ 0.893 | $ 0.893 | |
Warrant term | 18 months | 18 months |
Revenues (Details Narrative)
Revenues (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 8 | |
Remaining performance obligations | $ 906 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | [1] | $ 309 | $ 391 |
Product [Member] | |||
Revenues | [1] | 188 | 174 |
Service [Member] | |||
Revenues | [1] | $ 121 | $ 217 |
[1] | As for revenues related to transaction with the Parent Company - see Note 11(b) |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 8 | |
Deferred revenue relating to new sales | 387 | 200 |
Revenue recognition during the period | (85) | (8) |
Balance at end of year | $ 502 |
Entity Wide Disclosures - Sche
Entity Wide Disclosures - Schedule of Revenues within Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | [1] | $ 309 | $ 391 |
United States [Member] | |||
Revenues | 142 | 300 | |
United Kingdom [Member] | |||
Revenues | 33 | 24 | |
South Korea [Member] | |||
Revenues | 7 | ||
Israel [Member] | |||
Revenues | 67 | 12 | |
Other [Member] | |||
Revenues | $ 67 | $ 48 | |
[1] | As for revenues related to transaction with the Parent Company - see Note 11(b) |
Entity Wide Disclosures - Sched
Entity Wide Disclosures - Schedule of Major Customers Breakdown of Company's revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | [1] | $ 309 | $ 391 |
Customer A [Member] | |||
Revenues | 85 | 134 | |
Customer B [Member] | |||
Revenues | 30 | 92 | |
Customer C [Member] | |||
Revenues | 33 | $ 21 | |
Customer D Parent Company [Member] | |||
Revenues | $ 36 | ||
[1] | As for revenues related to transaction with the Parent Company - see Note 11(b) |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease expenses | $ 24 | |
Short-term lease expenses | 29 | |
Total lease expenses | $ 89 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 29 |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 55 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Term and Discount Rate Related to Operating Leases (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 1 year 4 months 24 days |
Weighted-average discount rate | 10.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities Lease Liabilities Under Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 25 |
2021 | 21 |
2022 | 14 |
Total undiscounted lease payments | 60 |
Less: Imputed interest | (7) |
Total lease liabilities | $ 89 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 19, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Alloted in private issuance | 3,413,312 | ||||||
Shares issued price per share | $ 0.968 | $ 0.968 | |||||
Number of common stock | 2 | 2 | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Proceeds from issuance of common stock | $ 3,300 | ||||||
Warrant A [Member] | |||||||
Number of warrants | 1 | 1 | |||||
Warrant B [Member] | |||||||
Number of warrants | 2 | 2 | |||||
Each Warrant A [Member] | |||||||
Number of warrants | 1 | 1 | |||||
Warrants exercise price | $ 0.595 | $ 0.595 | |||||
Warrant term | 12 months | 12 months | |||||
Each Warrant B [Member] | |||||||
Number of warrants | 1 | 1 | |||||
Warrants exercise price | $ 0.893 | $ 0.893 | |||||
Warrant term | 18 months | 18 months | |||||
Subsequent Event [Member] | |||||||
Alloted in private issuance | 979,754 | ||||||
Shares issued price per share | $ 0.968 | ||||||
Number of common stock | 2 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||
Proceeds from issuance of common stock | $ 3,300 | ||||||
Proceeds from exercise of warrant | $ 948 | ||||||
Options granted | 4,367,515 | ||||||
Convertible shares | 1 | ||||||
Common stock, exercise price | $ 0.29 | ||||||
Subsequent Event [Member] | Employees, Consultants, Directors and Other Service Providers [Member] | |||||||
Options granted | 576,888 | ||||||
Subsequent Event [Member] | Directors [Member] | |||||||
Options granted | 576,888 | ||||||
Convertible shares | 1 | ||||||
Common stock, exercise price | $ 0.29 | ||||||
Quaterly fee | $ 4,000 | ||||||
Subsequent Event [Member] | 2020 Share Incentive Plan [Member] | Employees, Consultants, Directors and Other Service Providers [Member] | |||||||
Options granted | 5,228,007 | ||||||
Subsequent Event [Member] | Warrant A [Member] | |||||||
Number of warrants | 1 | ||||||
Subsequent Event [Member] | Warrant B [Member] | |||||||
Number of warrants | 2 | ||||||
Subsequent Event [Member] | Each Warrant A [Member] | |||||||
Number of warrants | 1 | ||||||
Warrants exercise price | $ 0.595 | ||||||
Warrant term | 12 months | ||||||
Subsequent Event [Member] | Each Warrant B [Member] | |||||||
Number of warrants | 1 | ||||||
Warrants exercise price | $ 0.893 | ||||||
Warrant term | 18 months |