Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020shares | |
Cover [Abstract] | |
Entity Registrant Name | ScoutCam Inc. |
Entity Central Index Key | 0001577445 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2020 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
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 Common Stock, Shares Outstanding | 33,764,128 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2020 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,608 | $ 3,245 |
Accounts receivables | 26 | 22 |
Inventory | 1,239 | 900 |
Parent company | 143 | 73 |
Other current assets | 332 | 78 |
Total current assets | 5,348 | 4,318 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 253 | 59 |
Operating lease right-of-use assets | 94 | 53 |
Severance pay asset | 314 | 327 |
Total non-current assets | 661 | 439 |
TOTAL ASSETS | 6,009 | 4,757 |
CURRENT LIABILITIES: | ||
Accounts payables | 168 | 35 |
Loan from Parent company | 500 | |
Contract liabilities | 672 | 502 |
Operating lease liabilities - short term | 43 | 24 |
Accrued compensation expenses | 333 | 297 |
Other accrued expenses | 196 | 552 |
Total current liabilities | 1,412 | 1,910 |
NON-CURRENT LIABILITIES: | ||
Operating lease liabilities - long term | 51 | 29 |
Liability for severance pay | 297 | 296 |
Total non-current liabilities | 348 | 325 |
TOTAL LIABILITIES | 1,760 | 2,235 |
SHAREHOLDERS' EQUITY: | ||
Ordinary shares Common stock, $0.001 par value; 75,000,000 shares authorized, 33,764,128 and 26,884,921 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 34 | 27 |
Additional paid-in capital | 8,238 | 4,135 |
Accumulated deficit | (4,023) | (1,640) |
TOTAL SHAREHOLDERS' EQUITY | 4,249 | 2,522 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 6,009 | $ 4,757 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 | 33,764,128 | 26,884,921 |
Common stock, shares outstanding | 33,764,128 | 26,884,921 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Revenues | $ 34 | $ 120 | $ 74 | $ 144 |
Cost of revenues: | ||||
Cost of revenues | 151 | 195 | 281 | 304 |
Gross Loss | (117) | (75) | (207) | (160) |
Research and development expenses | 115 | 54 | 370 | 141 |
Sales and marketing expenses | 136 | 43 | 188 | 84 |
General and administrative expenses | 568 | 176 | 1,680 | 292 |
Operating loss | (936) | (348) | (2,445) | (677) |
Financing income (expenses), net | (34) | (14) | 62 | (14) |
Net Loss | $ (970) | $ (362) | $ (2,383) | $ (691) |
Net loss per ordinary share (basic and diluted, USD) | $ (0.03) | $ (0.02) | $ (0.08) | $ (0.04) |
Weighted average ordinary shares (basic and diluted, in thousands) | 30,880 | 16,131 | 29,185 | 16,131 |
Products [Member] | ||||
Revenues: | ||||
Revenues | $ 34 | $ 35 | $ 74 | $ 59 |
Cost of revenues: | ||||
Cost of revenues | 151 | 110 | 281 | 219 |
Services [Member] | ||||
Revenues: | ||||
Revenues | 85 | 85 | ||
Cost of revenues: | ||||
Cost of revenues | $ 85 | $ 85 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Parent Company Deficit [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 16 | $ (16) | $ (118) | $ (118) | |
Balance, shares at Dec. 31, 2018 | 16,131,000 | ||||
Capital contribution from Parent company | 467 | 467 | |||
Consummation of the Carve-out | 207 | (207) | |||
Stock based compensation | 3 | 3 | |||
Net transfer from Parent company | 514 | 514 | |||
Net loss | (189) | (502) | (691) | ||
Balance at Jun. 30, 2019 | $ 16 | 661 | (502) | 175 | |
Balance, shares at Jun. 30, 2019 | 16,131,000 | ||||
Balance at Mar. 31, 2019 | $ 16 | 281 | (140) | 157 | |
Balance, shares at Mar. 31, 2019 | 16,131,000 | ||||
Capital contribution from Parent company | 377 | 377 | |||
Stock based compensation | 3 | 3 | |||
Net loss | (362) | (362) | |||
Balance at Jun. 30, 2019 | $ 16 | 661 | (502) | 175 | |
Balance, shares at Jun. 30, 2019 | 16,131,000 | ||||
Balance at Dec. 31, 2019 | $ 27 | 4,135 | (1,640) | 2,522 | |
Balance, shares at Dec. 31, 2019 | 26,885,000 | ||||
Stock based compensation | 871 | 871 | |||
Issuance of shares and warrants | $ 6 | 2,858 | |||
Issuance of shares and warrants, shares | 6,092,000 | ||||
Conversion of a loan from Parent company | $ 1 | 380 | 381 | ||
Conversion of a loan from Parent company, shares | 787,000 | ||||
Net loss | (2,383) | (2,383) | |||
Balance at Jun. 30, 2020 | $ 34 | 8,238 | (4,023) | 4,249 | |
Balance, shares at Jun. 30, 2020 | 33,764,000 | ||||
Balance at Mar. 31, 2020 | $ 29 | 5,743 | (3,053) | 2,719 | |
Balance, shares at Mar. 31, 2020 | 28,845,000 | ||||
Stock based compensation | 170 | 170 | |||
Issuance of shares and warrants | $ 4 | 1,945 | 1,949 | ||
Issuance of shares and warrants, shares | 4,132,000 | ||||
Conversion of a loan from Parent company | $ 1 | 380 | 381 | ||
Conversion of a loan from Parent company, shares | 787,000 | ||||
Net loss | (970) | (970) | |||
Balance at Jun. 30, 2020 | $ 34 | $ 8,238 | $ (4,023) | $ 4,249 | |
Balance, shares at Jun. 30, 2020 | 33,764,000 |
Interim Condensed Conolidated S
Interim Condensed Conolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (970) | $ (362) | $ (2,383) | $ (691) |
Adjustments to reconcile net loss to net cash used in operations: | ||||
Depreciation | 16 | 27 | 1 | |
Other non-cash items | (25) | 14 | 19 | |
Share based compensation | 155 | 837 | ||
Loss (Profit) from exchange differences on cash and cash equivalents | 12 | (84) | ||
CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: | ||||
Accounts receivable | (14) | (14) | (4) | 73 |
Inventory | (177) | (91) | (302) | (309) |
Parent company | (95) | (26) | (111) | (102) |
Other current assets | (201) | (116) | (254) | (87) |
Accounts payables | 128 | 105 | 133 | 87 |
Contract liabilities | 126 | 5 | 170 | 5 |
Accrued compensation expenses | 60 | 80 | 36 | 88 |
Other accrued expenses | (155) | 34 | (356) | 17 |
Net cash flows used in operating activities | (1,140) | (385) | (2,277) | (899) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (36) | (221) | ||
Net cash flows used in investing activities | (36) | (221) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Loan repayment to Parent company | (81) | |||
Transfer from Parent company | 377 | 514 | ||
Capital Contribution from Parent company | 467 | |||
Proceeds from issuance of shares and warrants | 1,949 | 2,858 | ||
Net cash flows provided by financing activities | 1,949 | 377 | 2,777 | 981 |
PROFIT (LOSS) FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (12) | 84 | ||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 761 | (8) | 363 | 82 |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 2,847 | 90 | 3,245 | |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 3,608 | 82 | 3,608 | 82 |
Non cash activities - | ||||
Parent Company loan settled against Parent Company receivable | 41 | |||
Conversion of a loan from Parent company | $ 381 | $ 381 |
General
General | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 – GENERAL: a ScoutCam Inc. (the “Company”), formally known as Intellisense Solutions Inc. (“Intellisense”), was incorporated under the laws of the State of Nevada on March 22, 2013 under the name Intellisense Solutions Inc. The Company was initially engaged in the business of developing web portals to allow companies and individuals to engage in the purchase and sale of vegetarian food products over the Internet. The Company was unable to execute its original business plan, develop significant operations or achieve commercial sales. Prior to the closing of the Securities Exchange Agreement (as defined below), the Company was a “shell company”. ScoutCam Ltd. (the “Subsidiary”, “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, the Subsidiary issued to Medigus 1,000,000 Ordinary shares with no par value. On March 2019, the Subsidiary issued to Medigus an additional 1,000,000 Ordinary shares with no par value. The Subsidiary was incorporated as part of a reorganization of Medigus, which was designed to distinguish the Subsidiary 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 the Subsidiary 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 the Subsidiary. On September 16, 2019, Intellisense entered into a Securities Exchange Agreement (the “Exchange Agreement”), with Medigus, pursuant to which Medigus assigned, transferred and delivered 100% of its holdings in the Subsidiary to Intellisense, in exchange for consideration consisting of shares of Intellisense’s common stock representing 60% of the issued and outstanding share capital of Intellisense immediately upon the closing of the Exchange Agreement (the “Closing”). The Closing occurred on December 30, 2019 (the “Closing Date”). On December 31, 2019, Intellisense changed its name to ScoutCam Inc. Although the transaction resulted in the ScoutCam becoming a wholly owned subsidiary of Intellisense, the transaction constituted a reverse recapitalization since Medigus, the only shareholder of the ScoutCam prior to the Exchange Agreement, was issued a substantial majority of the outstanding capital stock of Intellisense upon consummation of the Exchange Agreement, and also taking into account that prior to the Closing Date, Intellisense was considered as a shell corporation. Accordingly, the Subsidiary is considered the accounting acquirer of the merged company. The Subsidiary 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 Subsidiary designs and manufactures endoscopy and micro camera systems for partner companies. b. The accompanying comparative consolidated financial statements include the historical accounts of the Subsidiary 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 data has been prepared on a standalone basis and is derived from Medigus’s consolidated financial statements and accounting records. The carve-out comparative financial data reflects the Subsidiary’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 data of the Company includes 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 information has 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 the Subsidiary in addition to transactions between Medigus and the Subsidiary. c. During the six month ended June 30, 2020, the Company incurred a loss of USD 2,383 thousand and negative cash flows from operating activities of approximately USD 2,277 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 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. The accounting policies set out below have, unless otherwise stated, been applied consistently. d. The coronavirus (“COVID-19”), which was declared in March 2020 by the World Health Organization as a pandemic, has had a significant impact on global markets and the economy of many countries, including countries in which the Company operates. As the ultimate impact on the global economy of the COVID-19 pandemic remains unclear, the Company anticipates that it will have a continuing impact on global economies in the near future. While the COVID-19 pandemic has not materially affected the Company’s operations as of the date hereof, the extent to which the COVID-19 pandemic shall impact the Company’s operations will depend on future developments. In particular, the continued spread of COVID-19 globally could materially adversely impact the Company’s operations and workforce, including its manufacturing activities, product sales, as well as its ability to continue to raise capital. Travel restrictions could materially adversely impact our sales and marketing and research and development efforts. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. C. 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, stock based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. D. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. E. Recently Adopted Accounting Pronouncement The significant accounting policies followed in the preparation of these unaudited interim consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements with the exception of the following: In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. The Company adopted this ASU on January 1, 2020. There was not a material impact on the interim consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is effective for the Company beginning on January 1, 2020. This standard did not have a material effect on the Company’s interim consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 – “Collaborative Arrangements (Topic 808),” which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers. The Company adopted this standard in the first quarter of fiscal year 2020. This standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. F. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company beginning on January 1, 2021, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on the consolidated financial statements and related disclosures. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 3 – LEASES: On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective approach for all lease arrangements at the beginning period of adoption. The Subsidiary leases office and vehicles under operating leases. On June 30, 2020, the Company’s ROU assets and lease liabilities for operating leases totalled $94 thousand. In January 2020, the Subsidiary entered into a lease agreement for office space in Omer, Israel. The agreement is for 11 months beginning on February 1, 2020. Monthly lease payments under the agreement are approximately $6 thousand. Lease expenses recorded in the interim consolidated statements of operations were $31 thousand for the six months ended June 30, 2020. The Company has elected the short-term lease exception for this lease. As part of this election it will not recognize right-of-use assets and lease liabilities on the balance sheet for this lease. Supplemental cash flow information related to operating leases was as follows: Six months ended June 30, 2020 USD in thousands Cash payments for operating leases 23 Cash payments for short-term lease 31 Total lease expenses 54 As of June 30, 2020, the Company’s operating leases had a weighted average remaining lease term of 1.9 years and a weighted average discount rate of 10%. Future lease payments under operating leases as of June 30, 2020 are as follows: Operating leases USD in thousands Remainder of 2020 23 2021 45 2022 38 Total future lease payments 106 Less imputed interest (12 ) Total lease liability balance 94 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Equity | NOTE 4 – EQUITY: Private placement: a. 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, Shrem Zilberman Group Ltd. (the “Consultant”) 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 in return for shares of common stock of Company. b. 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. After deducting closing costs and fees, the Company received proceeds of approximately USD 909 thousand, net of issuance expenses. c. On May 18, 2020, the Company allotted in a private issuance a total of 2,066,116 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 18 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 24 month period following the allotment. The immediate proceeds (gross) from the issuance of all securities offered amounted to approximately USD 2 million. After deducting closing costs and fees, the Company received proceeds of approximately USD 1.9 million, net of issuance expenses. d. On June 23, 2020, (the “Conversion Date”) the Company entered into and consummated a Side Letter Agreement with Medigus, whereby the parties agreed to convert, at a conversion price of $0.484, an outstanding line of credit previously extended by Medigus to the Subsidiary, which as of the Conversion Date was $381,136, into (a) 787,471 shares of the Company’s common stock, (b) warrants to purchase 393,736 shares of common stock with an exercise price of $0.595 (Warrant A), and (c) warrants to purchase 787,471 shares of common stock with an exercise price of $0.893 (Warrant B). Each Warrant A is exercisable into one share of common stock of the Company at an exercise price of USD 0.595 per share during the 12 months period following the allotment. Each Warrant B is exercisable into one share of common stock of the Company at an exercise price of USD 0.893 per share during the 18 months period following the allotment. As of June 30, 2020, the Company had the following outstanding warrants to purchase Common Stock as follows: Warrant Issuance Date Expiration Date Exercise Price Per Share ($) Number of Shares of Common Stock Underlying Warrants Warrant A December 30, 2019 December 30, 2020 0.595 3,413,317 Warrant B December 30, 2019 June 30, 2021 0.893 6,826,623 Warrant A March 3, 2020 March 3, 2021 0.595 979,754 Warrant B March 3, 2020 September 3, 2021 0.893 1,959,504 Warrant A May 18, 2020 November 18, 2021 0.595 2,066,116 Warrant B May 18 2020 May 18, 2022 0.893 4,132,232 Warrant A June 23, 2020 June 23, 2021 0.595 393,736 Warrant B June 23,2020 December 23, 2021 0.893 787,471 20,558,753 Share-based compensation to employees and to directors: 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. On March 15, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 576,888 shares of Common Stock. On June 22, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 3,617,545 shares of Common Stock. 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 February 12, 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. On March 15, 2020, the Company granted 576,888 options pursuant to the Plan to each of the Company’s then serving directors, excluding Professor Benad Goldwasser. 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. On June 22, 2020, the Company granted 1,544,769 options pursuant to the Plan to Company employees, consultants, directors. Each option is convertible into one share of common stock of the Company of $0.001 par value at the exercise price of $0.29. The fair value of each option was estimated as of the grant date or reporting period using the Black-Scholes option-pricing model, using the following assumptions: Six months ended June 30, 2020 Underlying value of ordinary shares ($) 0.475 Exercise price ($) 0.29 Expected volatility (%) 43.91 Term of the options (years) 7 Risk-free interest rate (%) 1.25 The cost of the benefit embodied in the options granted during the six months ended June 30, 2020, based on their fair value as at the grant date, is estimated to be approximately $3.3 million. These amounts will be recognized in statements of operations over the vesting period. The following table summarizes stock option activity for the six months ended June 30, 2020: For the Six months ended June 30, 2020 Amount of options Weighted average exercise price $ Outstanding at beginning of period - - Granted 6,489,172 0.29 Outstanding at end of period 6,489,172 0.29 Vested at end of period 1,203,237 0.29 The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: Six months ended June 30, 2020 USD in thousands Research and development 120 General and administrative 717 Total expenses 837 |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 5 – REVENUES: Contract liabilities: The Company’s contract liabilities as of June 30, 2020 and December 31, 2019 were as follows: June 30, December 31, 2020 2019 USD in thousands Contract liabilities 672 502 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. 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 June 30, 2020, the total RPO amounted to $900 thousand, which the Company expects to recognize during the next 12 months. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 6 – INVENTORY Composed as follows: June 30, December 31, 2020 2019 USD in thousands Raw materials and supplies 20 24 Work in progress 647 316 Finished goods 572 560 1,239 900 During the period ended June 30, 2020, no impairment occurred. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 7 – LOSS PER SHARE Basic loss per share is computed by dividing net loss attributable to ordinary shareholders of the Company, by the weighted average number of ordinary shares as described below. In computing the Company’s diluted loss per share, the numerator used in the basic loss per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted loss per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares 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, 2019. 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. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 8 – RELATED PARTIES On May 30, 2019, the Subsidiary entered into an intercompany agreement with Medigus (the “Intercompany Agreement”) according to which the Subsidiary 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 the Subsidiary 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 Subsidiary 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 the Subsidiary 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 In addition, the Subsidiary’s employees provide support services to Medigus. On April 20, 2020, the Subsidiary entered into an amended and restated intercompany services agreement with Medigus. The agreed upon services provided under the amended and restated Intercompany Agreement included: 1) lease of office space based on actual space utilized by the Parent Company 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 Subsidiary employee car; (5) directors and officers insurance the Parent Company shall pay $150,000 of the annual premium.; (6) CFO services at a sum of 50% of Parent company CFO employer cost; (7) every direct expense of the Subsidiary that is paid by the Parent company in its entirety subject to approval of such direct expenses in advance; and (7) any other mutual expense that is borne by the parties according to the Respective portion of the Mutual Expense Balances with related parties June 30, 2020 December 31, 2019 Parent Company 143 73 Loan from Parent Company (see note 4(d)) - 500 Transactions with related parties: Six months ended June 30, 2020 2019 Revenues 5 - Cost of revenues 5 - Interest payments 8 - |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company concluded that no subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Principles of Consolidation | B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | C. 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, stock based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. |
Significant Accounting Policies | D. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. |
Recently Adopted Accounting Pronouncement | E. Recently Adopted Accounting Pronouncement The significant accounting policies followed in the preparation of these unaudited interim consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements with the exception of the following: In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. The Company adopted this ASU on January 1, 2020. There was not a material impact on the interim consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is effective for the Company beginning on January 1, 2020. This standard did not have a material effect on the Company’s interim consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 – “Collaborative Arrangements (Topic 808),” which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers. The Company adopted this standard in the first quarter of fiscal year 2020. This standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Recent Accounting Pronouncements | F. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company beginning on January 1, 2021, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on the consolidated financial statements and related disclosures. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: Six months ended June 30, 2020 USD in thousands Cash payments for operating leases 23 Cash payments for short-term lease 31 Total lease expenses 54 |
Schedule of Maturities Lease Liabilities Under Operating Leases | Future lease payments under operating leases as of June 30, 2020 are as follows: Operating leases USD in thousands Remainder of 2020 23 2021 45 2022 38 Total future lease payments 106 Less imputed interest (12 ) Total lease liability balance 94 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Stock Warrants Outstanding to Purchase Common Stock | As of June 30, 2020, the Company had the following outstanding warrants to purchase Common Stock as follows: Warrant Issuance Date Expiration Date Exercise Price Per Share ($) Number of Shares of Common Stock Underlying Warrants Warrant A December 30, 2019 December 30, 2020 0.595 3,413,317 Warrant B December 30, 2019 June 30, 2021 0.893 6,826,623 Warrant A March 3, 2020 March 3, 2021 0.595 979,754 Warrant B March 3, 2020 September 3, 2021 0.893 1,959,504 Warrant A May 18, 2020 November 18, 2021 0.595 2,066,116 Warrant B May 18 2020 May 18, 2022 0.893 4,132,232 Warrant A June 23, 2020 June 23, 2021 0.595 393,736 Warrant B June 23,2020 December 23, 2021 0.893 787,471 20,558,753 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option was estimated as of the grant date or reporting period using the Black-Scholes option-pricing model, using the following assumptions: Six months ended June 30, 2020 Underlying value of ordinary shares ($) 0.475 Exercise price ($) 0.29 Expected volatility (%) 43.91 Term of the options (years) 7 Risk-free interest rate (%) 1.25 |
Schedule of Stock Options Activity | The following table summarizes stock option activity for the six months ended June 30, 2020: For the Amount of options Weighted average exercise price $ Outstanding at beginning of period - - Granted 6,489,172 0.29 Outstanding at end of period 6,489,172 0.29 Vested at end of period 1,203,237 0.29 |
Schedule of Total Share-based Payment Expenses | The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: Six months ended June 30, 2020 USD in thousands Research and development 120 General and administrative 717 Total expenses 837 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | The Company’s contract liabilities as of June 30, 2020 and December 31, 2019 were as follows: June 30, December 31, 2020 2019 USD in thousands Contract liabilities 672 502 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Composed as follows: June 30, December 31, 2020 2019 USD in thousands Raw materials and supplies 20 24 Work in progress 647 316 Finished goods 572 560 1,239 900 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Balances with Related Parties | Balances with related parties June 30, 2020 December 31, 2019 Parent Company 143 73 Loan from Parent Company (see note 4(d)) - 500 |
Schedule of Related Party Transactions | Transactions with related parties: Six months ended June 30, 2020 2019 Revenues 5 - Cost of revenues 5 - Interest payments 8 - |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | Sep. 16, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 22, 2013 |
State country code | NV | |||||||
Date of incorporation | Mar. 22, 2013 | |||||||
Common stock, shares issued | 33,764,128 | 33,764,128 | 26,884,921 | |||||
Net loss | $ (970) | $ (362) | $ (2,383) | $ (691) | ||||
Net cash used in operating activities | $ (1,140) | $ (385) | $ (2,277) | $ (899) | ||||
Medigus Ltd [Member] | ||||||||
Common stock, shares issued | 1,000,000 | 1,000,000 | ||||||
Common stock, par value | ||||||||
ScoutCam Ltd., [Member] | Securities Exchange Agreement [Member] | ||||||||
Equity ownership percentage | 100.00% | |||||||
Exchange agreement description | On September 16, 2019, Intellisense 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 Intellisense, in exchange for consideration consisting of shares of Intellisense's common stock representing 60% of the issued and outstanding share capital of Intellisense immediately upon the closing of the Exchange Agreement (the "Closing"). The Closing occurred on December 30, 2019 (the "Closing Date"). |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Operating lease right-of-use assets | $ 94 | $ 53 | |
Monthly lease, payments | 23 | ||
Lease expenses | $ 54 | ||
Weighted average remaining lease term | 1 year 10 months 25 days | ||
Weighted average discount rate | 10.00% | ||
Lease Agreement [Member] | |||
Lease description | In January 2020, the Subsidiary entered into a lease agreement for office space in Omer, Israel. The agreement is for 11 months beginning on February 1, 2020. Monthly lease payments under the agreement are approximately $6 thousand. Lease expenses recorded in the interim consolidated statements of operations were $31 thousand for the six months ended June 30, 2020. | ||
Monthly lease, payments | $ 6 | ||
Lease expenses | $ 31 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 23 |
Cash payments for short-term lease | 31 |
Total lease expenses | $ 54 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities Lease Liabilities Under Operating Leases (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 23 |
2021 | 45 |
2022 | 38 |
Total future lease payments | 106 |
Less imputed interest | (12) |
Total lease liability balance | $ 94 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 23, 2020 | Jun. 22, 2020 | May 18, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Feb. 12, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Jun. 30, 2020 |
Allotted in private issuance | 3,413,312 | ||||||||
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 | ||||||||
Share-based compensation granted shares | 6,489,172 | ||||||||
Share-based compensation vested in period, fair value | $ 3,300 | ||||||||
2020 Share Incentive Plan [Member] | |||||||||
Number of common stock | 1 | 1 | 1 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Share-based compensation granted shares | 1,544,769 | 576,888 | 4,367,515 | ||||||
Stock option, exercise price | $ 0.29 | $ 0.29 | $ 0.29 | ||||||
Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||
Convertible conversion price | $ 0.484 | ||||||||
Consultant [Member] | |||||||||
Warrant exercise price percentage | 3.00% | ||||||||
Proceeds from exercise of warrant | $ 2,000 | ||||||||
Number of common stock value | $ 250 | ||||||||
Employees, Consultants, Directors and Other Service Providers [Member] | 2020 Share Incentive Plan [Member] | |||||||||
Share-based compensation granted shares | 5,228,007 | ||||||||
Board of Directors [Member] | 2020 Share Incentive Plan [Member] | |||||||||
Share-based compensation granted shares | 3,617,545 | 576,888 | |||||||
Each Warrant A [Member] | |||||||||
Number of warrants | 1 | 0.001 | 1 | ||||||
Warrants exercise price | $ 0.595 | $ 0.595 | $ 0.595 | ||||||
Warrant term | 12 months | 18 months | 12 months | ||||||
Each Warrant B [Member] | |||||||||
Number of warrants | 1 | 1 | 1 | ||||||
Warrants exercise price | $ 0.893 | $ 0.893 | $ 0.893 | ||||||
Warrant term | 18 months | 24 months | 18 months | ||||||
Warrant [Member] | |||||||||
Allotted in private issuance | 2,066,116 | 979,754 | |||||||
Shares issued price per share | $ 0.968 | $ 0.968 | |||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||||
Proceeds from issuance of common stock | $ 2,000 | $ 948 | |||||||
Proceeds from issuance of shares net of issuance expense | $ 1,900 | $ 909 | |||||||
Warrant [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||
Number of warrants | 393,736 | ||||||||
Warrants exercise price | $ 0.595 | ||||||||
Warrant A [Member] | |||||||||
Number of warrants | 1 | ||||||||
Warrants exercise price | $ 0.595 | $ 0.595 | |||||||
Warrant term | 12 months | ||||||||
Warrant B [Member] | |||||||||
Number of warrants | 1 | ||||||||
Warrants exercise price | $ 0.893 | $ 0.893 | |||||||
Warrant term | 18 months | ||||||||
Ordinary Shares [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||
Conversion Convertible debt | $ 381,136 | ||||||||
Convert conversion | 787,471 | ||||||||
Warrant One [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||
Number of warrants | 787,471 | ||||||||
Warrants exercise price | $ 0.893 |
Equity - Schedule of Stock Warr
Equity - Schedule of Stock Warrants Outstanding to Purchase Common Stock (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Mar. 03, 2020 | |
Warrant A [Member] | ||
Warrant, Issuance Date | Dec. 30, 2019 | |
Warrant, Expiration Date | Dec. 30, 2020 | |
Warrant, Exercise Price Per Share | $ 0.595 | $ 0.595 |
Warrant, Number of Shares of Common Stock Underlying Warrants | 3,413,317 | |
Warrant B [Member] | ||
Warrant, Issuance Date | Dec. 30, 2019 | |
Warrant, Expiration Date | Jun. 30, 2021 | |
Warrant, Exercise Price Per Share | $ 0.893 | $ 0.893 |
Warrant, Number of Shares of Common Stock Underlying Warrants | 6,826,623 | |
Warrant A One [Member] | ||
Warrant, Issuance Date | Mar. 3, 2020 | |
Warrant, Expiration Date | Mar. 3, 2021 | |
Warrant, Exercise Price Per Share | $ 0.595 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 979,754 | |
Warrant B One [Member] | ||
Warrant, Issuance Date | Mar. 3, 2020 | |
Warrant, Expiration Date | Sep. 3, 2021 | |
Warrant, Exercise Price Per Share | $ 0.893 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 1,959,504 | |
Warrant A Two [Member] | ||
Warrant, Issuance Date | May 18, 2020 | |
Warrant, Expiration Date | Nov. 18, 2021 | |
Warrant, Exercise Price Per Share | $ 0.595 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 2,066,116 | |
Warrant B Two [Member] | ||
Warrant, Issuance Date | May 18, 2020 | |
Warrant, Expiration Date | May 18, 2022 | |
Warrant, Exercise Price Per Share | $ 0.893 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 4,132,232 | |
Warrant A Three [Member] | ||
Warrant, Issuance Date | Jun. 23, 2020 | |
Warrant, Expiration Date | Jun. 23, 2021 | |
Warrant, Exercise Price Per Share | $ 0.595 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 393,736 | |
Warrant B Three [Member] | ||
Warrant, Issuance Date | Jun. 23, 2020 | |
Warrant, Expiration Date | Dec. 23, 2021 | |
Warrant, Exercise Price Per Share | $ 0.893 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 787,471 | |
Warrant [Member] | ||
Warrant, Number of Shares of Common Stock Underlying Warrants | 20,558,753 |
Equity - Schedule of Share-base
Equity - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Equity [Abstract] | |
Underlying value of ordinary shares | $ 0.475 |
Exercise price | $ 0.29 |
Expected volatility | 43.91% |
Term of the options (years) | 7 years |
Risk-free interest rate | 1.25% |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Options Activity (Details) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Options, Outstanding at beginning of period | shares | |
Options, Granted | shares | 6,489,172 |
Options, Outstanding at end of period | shares | 6,489,172 |
Options, Vested at end of period | shares | 1,203,237 |
Weighted average exercise price, Outstanding at beginning of period | $ / shares | |
Weighted average exercise price, Granted | $ / shares | 0.29 |
Weighted average exercise price, Outstanding at end of period | $ / shares | 0.29 |
Weighted average exercise price, Vested at end of period | $ / shares | $ 0.29 |
Equity - Schedule of Total Shar
Equity - Schedule of Total Share-based Payment Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total expenses | $ 155 | $ 837 | ||
Research and Development [Member] | ||||
Total expenses | 120 | |||
General and Administrative [Member] | ||||
Total expenses | $ 717 |
Revenues (Details Narrative)
Revenues (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 900 |
Revenue remaining performance obligation expected period description | The Company expects to recognize during the next 12 months. |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 672 | $ 502 |
Inventory (Details Narrative)
Inventory (Details Narrative) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Inventory Disclosure [Abstract] | |
Impairment occurred |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 20 | $ 24 |
Work in progress | 647 | 316 |
Finished goods | 572 | 560 |
Inventory net | $ 1,239 | $ 900 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - Medigus Ltd [Member] | Apr. 20, 2020 | May 30, 2019 |
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 the Subsidiary 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 Subsidiary 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 the Subsidiary 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 | |
Amended and Restated Intercompany Services Agreement [Member] | ||
Intercompany agreement description | The agreed upon services provided under the amended and restated Intercompany Agreement included: 1) lease of office space based on actual space utilized by the Parent Company 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 Subsidiary employee car; (5) directors and officers insurance the Parent Company shall pay $150,000 of the annual premium.; (6) CFO services at a sum of 50% of Parent company CFO employer cost; (7) every direct expense of the Subsidiary that is paid by the Parent company in its entirety subject to approval of such direct expenses in advance; and (7) any other mutual expense that is borne by the parties according to the Respective portion of the Mutual Expense |
Related Parties - Schedule of B
Related Parties - Schedule of Balances with Related Parties (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Parent Company | $ 143 | $ 73 |
Loan from Parent Company (see note 4(d)) | $ 500 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | $ 34 | $ 120 | $ 74 | $ 144 |
Cost of revenues | $ 151 | $ 195 | 281 | 304 |
Related Parties [Member] | ||||
Revenues | 5 | |||
Cost of revenues | 5 | |||
Interest payments | $ 8 |