Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | ScoutCam Inc. |
Entity Central Index Key | 0001577445 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,373 | $ 3,245 |
Accounts receivable | 17 | 22 |
Inventory | 244 | 900 |
Receivable from Parent Company | 47 | 73 |
Other current assets | 348 | 78 |
Total current assets | 4,029 | 4,318 |
NON-CURRENT ASSETS: | ||
Contract fulfillment assets | 1,130 | |
Property and equipment, net | 269 | 59 |
Operating lease right-of-use assets | 107 | 53 |
Severance pay asset | 360 | 327 |
Total non-current assets | 1,866 | 439 |
TOTAL ASSETS | 5,895 | 4,757 |
CURRENT LIABILITIES: | ||
Accounts payable | 79 | 35 |
Contract liabilities | 69 | 502 |
Operating lease liabilities - short term | 60 | 24 |
Accrued compensation expenses | 369 | 297 |
Loan from Parent Company | 500 | |
Other accrued expenses | 195 | 552 |
Total current liabilities | 772 | 1,910 |
NON-CURRENT LIABILITIES: | ||
Contract liabilities | 779 | |
Operating lease liabilities - long term | 47 | 29 |
Liability for severance pay | 333 | 296 |
Total non-current liabilities | 1,159 | 325 |
TOTAL LIABILITIES | 1,931 | 2,235 |
SHAREHOLDERS' EQUITY: | ||
Ordinary shares Common stock, $0.001 par value; 75,000,000 shares authorized, 36,756,983 and 26,884,921 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 37 | 27 |
Additional paid-in capital | 10,234 | 4,135 |
Accumulated deficit | (6,307) | (1,640) |
TOTAL SHAREHOLDERS' EQUITY | 3,964 | 2,522 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 5,895 | $ 4,757 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 36,756,983 | 26,884,921 |
Common stock, shares outstanding | 36,756,983 | 26,884,921 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
REVENUES: | |||||
REVENUES | [1] | $ 491 | $ 309 | $ 391 | |
COST OF REVENUES: | |||||
COST OF REVENUES | 994 | 542 | 221 | ||
GROSS PROFIT (LOSS) | (503) | (233) | 170 | ||
RESEARCH AND DEVELOPMENT EXPENSES | 725 | 274 | 183 | ||
SALES AND MARKETING EXPENSES | 443 | 183 | 270 | ||
GENERAL AND ADMINISTRATIVE EXPENSES | 3,035 | 1,117 | 240 | ||
OPERATING LOSS | (4,706) | (1,807) | (523) | ||
FINANCING INCOME (EXPENSES), NET | 41 | (20) | [2] | ||
LOSS BEFORE TAXES ON INCOME | (4,665) | (1,827) | (523) | ||
TAXES ON INCOME | (2) | (2) | (1) | ||
NET LOSS | $ (4,667) | $ (1,829) | $ (524) | ||
Net loss per ordinary share (basic and diluted, in USD) | $ (0.15) | $ (0.11) | $ (0.03) | ||
Weighted average ordinary shares (basic and diluted, in thousands) | 31,753 | 16,190 | 16,131 | ||
Products [Member] | |||||
REVENUES: | |||||
REVENUES | $ 491 | $ 188 | $ 174 | ||
COST OF REVENUES: | |||||
COST OF REVENUES | 994 | 421 | 104 | ||
Services [Member] | |||||
REVENUES: | |||||
REVENUES | 121 | 217 | |||
COST OF REVENUES: | |||||
COST OF REVENUES | $ 121 | $ 117 | |||
[1] | As for revenues related to transaction with the Parent Company - see Note 11 | ||||
[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 | |||
Stock based compensation | 27 | 27 | |||
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 | ||||
Balance at Dec. 31, 2019 | $ 27 | 4,135 | (1,640) | 2,522 | |
Balance, shares at Dec. 31, 2019 | 26,885 | ||||
Issuance of shares and warrants | $ 6 | 2,852 | 2,858 | ||
Issuance of shares and warrants, shares | 6,092 | ||||
Exercise of warrants | $ 3 | 1,726 | 1,729 | ||
Exercise of warrants, shares | 2,993 | ||||
Stock based compensation | 1,141 | 1,141 | |||
Conversion of a loan from Parent Company | $ 1 | 380 | 381 | ||
Conversion of a loan from Parent Company, shares | 787 | ||||
Net loss | (4,667) | (4,667) | |||
Balance at Dec. 31, 2020 | $ 37 | $ 10,234 | $ (6,307) | $ 3,964 | |
Balance, shares at Dec. 31, 2020 | 36,757 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (4,667) | $ (1,829) | $ (524) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 66 | 6 | 5 |
Share based compensation | 1,107 | 27 | 25 |
Loss (profit) from exchange differences on cash and cash equivalents | (85) | 5 | |
Other non-cash items | 4 | (10) | 1 |
CHANGES IN OPERATING ASSET AND LIABILITY: | |||
Accounts receivable | 5 | 68 | (85) |
Decrease (increase) in inventory | 693 | (819) | (25) |
Other current assets | (270) | (16) | (62) |
Account payables | 44 | 16 | |
Contract fulfillment assets | (1,130) | ||
Contract liability | 346 | 302 | 192 |
Accrued compensation expenses | 72 | 166 | (13) |
Receivable from Parent Company | (15) | (73) | |
Other accrued expenses | (357) | 358 | 32 |
Net cash flows used in operating activities | (4,187) | (1,799) | (454) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (276) | (52) | |
Change in severance pay asset | (3) | 4 | |
Net cash flows generated from (used in) investing activities | (276) | (55) | 4 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of shares and warrants | 2,858 | ||
Proceeds from exercise of warrants | 1,729 | ||
Repayment of loan from Parent Company | (81) | ||
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 | 4,506 | 5,104 | 450 |
INCREASE IN CASH AND CASH EQUIVALENTS | 43 | 3,250 | |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,245 | ||
PRPFITS (LOSSES) FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | 85 | (5) | |
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,373 | 3,245 | |
Non cash activities - | |||
Loan from Parent Company settled against receivable from Parent Company | 41 | ||
Conversion of a loan from Parent Company | $ 381 | ||
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, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 – GENERAL: a ScoutCam Inc. (the “Company”), formerly known as Intellisense Solutions Inc. (“Intellisense”), was incorporated under the laws of the State of Nevada on March 22, 2013. 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’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 miniaturized imaging business. 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”). 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 2,688,492 additional shares of Company’s common stock. 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 Subsidiary becoming a wholly owned subsidiary of Intellisense, the transaction constituted a reverse recapitalization since Medigus, the only shareholder of the Subsidiary prior to the Exchange Agreement, was issued a 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. “Group” - the Company together with ScoutCam. 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. During the year ended December 31, 2020, the Company incurred a loss of USD 4,667 thousand and negative cash flows from operating activities of approximately USD 4,187 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 did not take into account the proceeds from the private placement (see note 13c), because the closing of the private placement didn’t occur as of the date of issuance 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. c. The COVID-19 pandemic has had a significant impact on global markets and the global economy, including countries in which the Company operates. As the extent of the impact on the global economy remains unclear, the Company anticipates that it will have a continuing impact on global economies in the near and long-term future. In light of the below mentioned factors, the COVID-19 pandemic had and most likely will continue to have a material effect on the Company’s operations, and the extent to which the COVID-19 pandemic will impact the Company’s operations will depend on future developments. In particular, the continued spread of COVID-19 globally had and most likely will continue to have material adverse impact on the Company’s operations and workforce, including its manufacturing activities, product sales, as well as its ability to continue to raise capital. Travel restrictions had and most likely will continue to have a material adverse impact on Company’s sales and marketing and research and development efforts. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: a. Basis of preparation: The accounting treatment for the Exchange Agreement was as a reverse recapitalization of ScoutCam, 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 Company’s financial position, results of operations, changes in shareholders equity (capital deficiency) and cash flows in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The accompanying comparative 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 Company 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. Transfers of cash between Carve-out Business and Medigus are included within “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. 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 costs are incurred in U.S. dollars and New Israeli Shekels (“NIS”). ScoutCam management believes that the U.S. dollar is the currency of the primary economic environment in which ScoutCam operates. Thus, the functional currency of ScoutCam is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non U.S. 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 sheets 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, 2020 and 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. The annual depreciation rates are as follows: % Machinery and laboratory equipment 10%-15% Office furniture and equipment 10% Computers and computer software 33% Leasehold improvements Over the shorter of the lease term (including options if any) or useful life 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 a monthly contribution, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve the Company from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic application of Section 14. The severance pay liability of the Company to its employees that began employment prior to automatic application of 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 laws, these deposits are in the employees’ names and, subject to certain limitations, are the property of the employees. The Company records the obligation as if it were payable at each balance sheet date on an undiscounted basis. h. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards, including 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 option awards on the grant date using the Black-Scholes option pricing model. The Black-Scholes 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 option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on a 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 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 VAT taxes. Revenues are presented net of VAT. 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 at a point in time when the customer obtains control of the Company’s product, typically upon shipment to the customer. Sales 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. To the extent development services are not distinct from the performance obligation relating to the subsequent mass production phase of the prototype under development, revenue from these services is deferred until commencement of the production phase of the project. 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. Cost of revenues are expensed commensurate with the recognition of the respective revenues. Costs deferred in respect of deferral of revenues are recorded as contract fulfilment assets on the Company’s balance sheet, and are written down to the extent the contract is expect to incur losses. 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. Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense. 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. o. Loss per share Basic loss per share is computed by dividing net loss, by the weighted average number of ordinary shares 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 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 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 ordinary shares retroactively adjusted for the exchange ratio determined in the reverse recapitalization (see also note 3). p. Leases The Company determines if an arrangement contains a lease at inception. Company’s leases do not contain any residual value guarantees or material restrictive covenants. The rate implicit is most of Company’s leases are not reasonably determinable, therefore we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of the future lease payments. Certain of Company’s leases include variable costs. Variable costs include non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the ROU asset recorded on the balance sheet was determined based upon factors considered at the commencement date, subsequent changes in the rate or index that were not contemplated in the ROU asset balances recorded on the balance sheets result in variable expenses being incurred when paid during the lease term. See Note 12. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2020 | |
Reverse Recapitalization | |
Reverse Recapitalization | NOTE 3 - REVERSE RECAPITALIZATION On December 30, 2019, Intellisense and Medigus completed the Exchange Agreement. The accounting treatment for the Exchange Agreement was as a reverse recapitalization transaction. Pursuant to the Exchange Agreement, Intellisense issued to Medigus 16,130,952 shares. Upon such issuance, ScoutCam 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 was exercisable into one share of common stock of the Company at an exercise price of USD 0.595 per share during the12 month period from the date of issuance. 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 from the date of issuance. During 2020, 2,992,855 Warrants A were exercised. 420,457 unexercised Warrants A expired on December 30,2020. While ScoutCam Inc. was the legal acquirer, ScoutCam 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 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, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4 - INVENTORY: Composed as follows: December 31, 2020 2019 USD in thousands Raw materials and supplies 45 24 Work in progress - 316 Finished goods 278 560 Inventory write downs (79 ) - 244 900 During the year ended 2019, no impairment occurred. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 USD in thousands Cost: Machinery and laboratory equipment 285 87 Leasehold improvements, office furniture and equipment 36 25 Computers and computer software 87 20 408 132 Less: accumulated deprecation (139 ) (73 ) Total property and equipment, net 269 59 Depreciation expenses were USD 66 thousand, USD 6 thousand and USD 5 thousand in the years ended December 31, 2020, 2019 and 2018, respectively. |
Other Accrued Expenses
Other Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Expenses | NOTE 6 – OTHER ACCRUED EXPENSES: December 31, 2020 2019 USD in thousands Unpaid recapitalization transaction costs - 89 IRS (see note 7b) 73 73 Accrued expenses 122 390 195 552 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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 $60 thousand (approximately $73 thousands including interest). c. Israel tax loss carry forwards As of December 31, 2020, 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, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 8 – RELATED PARTIES a. On May 30, 2019, ScoutCam entered into an intercompany agreement with Medigus (the “Intercompany Agreement”) according to which ScoutCam 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 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 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 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 amounted to USD 73 thousand. 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. The total net expenses for year ended December 31, 2020 amounted to USD 143 thousand. As of December 31, 2020, the balance with Medigus amounted to USD 47 thousand. In addition, ScoutCam’s employees provide support services to Medigus. For additional information see note 11b. b. On June 3, 2019, the Parent Company executed a capital contribution with ScoutCam whereby it paid an aggregate amount of USD 720 thousand. c. On July 31, 2019, ScoutCam and Prof. Benad Goldwasser entered into a consulting agreement, whereby Prof. Goldwasser agreed to serve as chairman of the Board of Directors of ScoutCam. The consulting agreement effective retroactively to March 1, 2019, in consideration for, inter alia d. On August 27, 2019, the Parent Company provided ScoutCam with a line of credit in the aggregate amount of USD 500 thousand and, in exchange, ScoutCam 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 sheets within “Loan from Parent Company”. On June 23, 2020, the Company and Medigus entered into a certain Conversion Side Letter, pursuant to which the Company converted US$381,136 worth of outstanding credit previously extended by Medigus to the Company, which amount, as of the date thereof, included interest accrued thereon. In accordance with the terms of the Conversion Side Letter, the Company issued to Medigus, at a purchase price of US$0.968, (a) 787,471 shares of common stock, (b) warrants to purchase 393,736 shares of common stock at an exercise price of US$0.595, and (c) warrants to purchase 787,471 shares of common stock at an exercise price of US$0.893. e. On September 3, 2019, a certain Asset Transfer Agreement, by and between ScoutCam 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 (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 grant 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 exercisable 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. h. On March 15, 2020, the Company’s Board of Directors approved, among other things, a quarterly fee of $4,000 payable to each of the Company’s directors, excluding Professor Benad Goldwasser; and a grant of options to purchase 576,888 shares of common stock of the Company to each of the Company’s currently serving directors, excluding Professor Benad Goldwasser. The terms of the options granted to the Company’s currently serving directors include (i) an exercise price of $0.29 (ii) a vesting schedule whereby 33.33% of the options granted will vest on the first anniversary of March 15, 2020, and 8.33% of the options will vest at the end of each subsequent three-month period thereafter over the course of the following two (2) years; and (iii) an acceleration mechanism pursuant to which any outstanding and unvested option shall immediately accelerate and vest upon the occurrence of certain events, including, inter alia, a merger or sale of all assets of the Company. i. On April 20, 2020, Medigus and ScoutCam entered into that certain Intercompany Services Agreement, which amended and restated the intercompany services agreement executed between the parties on May 30, 2019. The agreement has an initial term of one year, and renews automatically for additional one-year periods, unless either party provides 60 (sixty) days written notice of non renewal. Either Medigus or ScoutCam may terminate the agreement for convenience upon providing 60 (sixty) days prior written notice. The services to be provided by ScoutCam include, inter alia, the provision of office space, utilities, car services, insurance and chief financial officer services. In consideration for the foregoing services, ScoutCam is entitled to arm’s length service fees based on the most recent transfer pricing analysis as performed by an external expert, which may be adjusted from time to time. j. On May 18, 2020, in connection with the Arkin Transaction (as defined below), the Company, Medigus and Arkin (as defined below), entered into the Letter Agreement, whereby, provided the Company obtains certain regulatory approvals described therein, Medigus and the Company agreed to amend certain terms of the Amended and Restated Asset Transfer Agreement and the License Agreement, thereby transferring outright certain patent assets from Medigus to the Company; provided, however, that in the event the Company abandons the foregoing patent assets, the Company must transfer back ownership of the patent assets to Medigus for no additional consideration and absent any additional contingencies. Also, on May 18, 2020, and in connection with the Arkin Transaction, the Company, Medigus and Arkin entered into a Voting Agreement, pursuant to which Arkin and Medigus each agreed to vote their respective shares of common stock in favor of the election of the opposite party’s designated representative(s), as applicable, to the Board. Each of Arkin’s and Medigus’ rights under the Voting Agreement are contingent upon, inter alia, such party maintaining a certain beneficial ownership threshold in the Company, as follows: at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, (a) one person designated by Arkin shall be elected to the Board, for so long as Arkin, together with its Affiliates, continues to own beneficially at least eight (8%) of the issued and outstanding capital stock of the Company (“ Arkin Director k. On June 22, 2020, the Company’s Board of Directors authorized the grant of options to purchase 628,163 shares of common stock to Prof. Benad Goldwasser, Chairman of the Board, and 628,162 options to purchase shares of common stock to CEO and director of the Company. Each option is exercisable into one share of common stock at an exercise price of $0.29. l. On November 11, 2020, the Company’s Board of Directors authorized the grant of options to purchase 144,222 shares of common stock to director of the Company. Each option is exercisable into one share of common stock at an exercise price of $0.35. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | NOTE 9 - EQUITY: Reverse Recapitalization: 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. Private placement: a. In December 2019, the Company allocated 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 was 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 allocation. 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 allocation. 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. During 2020, 2,992,855 Warrants A were exercised. 420,457 unexercised Warrants A expired on December 30, 2020. b. On March 3, 2020, the Company issued 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 was 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 allocation. 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 allocation. The gross proceeds from the issuance of all securities offered amounted to approximately USD 948 thousands. After deducting issuance costs, the Company received proceeds of approximately USD 909 thousand. During 2021, 979,784 Warrants A were exercised. c. On May 18, 2020, the Company allocated 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 allocation. 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 allocation. The gross proceeds from the issuance of all securities offered amounted to approximately USD 2 million. After deducting issuance costs, the Company received proceeds of approximately USD 1.9 million. During February 2021, 336,135 Warrants A were exercised. 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). As the conversion price represented the same unit price as in the March 2020 and May 2020 private placements, no finance expenses have been recorded in statement of operations as a result of the conversion. 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 allocation. 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 allocation. As of December 31, 2020, the Company had the following outstanding warrants to purchase common stock: Warrant Issuance Date Expiration Date Exercise Price Number of Shares Warrant Medigus December 30, 2019 December 30, 2022 (*) 2,688,492 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 19,833,928 (*) If ScoutCam. achieves an aggregate amount of $33 million in sales within the first three years immediately after the Exchange Agreement, the Company will issue to Medigus 2,688,492 shares of the Company’s common stock, which represents 10% of the Company’s issued and outstanding share capital as of the Exchange Agreement. Stock based compensation: 2020 Equity Incentive Plan In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included an option 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 exercisable 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 exercisable 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 exercisable into one share of common stock of the Company of $0.001 par value at the exercise price of $0.29. On November 11, 2020, the Company granted 144,222 options pursuant to the Plan to Company director. Each option is exercisable into one share of common stock of the Company of $0.001 par value at the exercise price of $0.35. Options granted generally have a contractual term of 7 years and vest over a period of 3 up to 4 years. Stock Option Activity The following summarizes stock option activity: Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ in thousands Outstanding - December 31, 2019 - - - Granted 6,633,394 0.29 Outstanding - December 31, 2020 6,633,394 0.29 6.23 2,446 Options Exercisable - December 31, 2020 1,941,701 0.29 6.12 718 At December 31, 2020, the aggregate intrinsic value of options granted is calculated as the difference between the exercise price and the closing price on the same date. The Company estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. The weighted-average grant date fair value per option granted during the years ended December 31, 2020 was $0.27. The fair value of each award is estimated using Black-Scholes option pricing model based on the following assumptions: Year ended December 31, 2020 Underlying value of ordinary shares ($) 0.446-0.800 Exercise price ($) 0.29-0.35 Expected volatility (%) 43.35%-45.00 % Term of the options (years) 7 Risk-free interest rate (%) 0.54%-1.55 % Volatility is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. The Company has not paid dividends does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating the fair value of the Company's share-based compensation. The weighted average expected life of options was estimated individually in respect of each grant. The unrecognized compensation expense calculated under the fair-value method for stock options expected to vest as of December 31, 2020 is approximately $0.6 million and is expected to be recognized over a weighted-average period of 1.2 years. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 10 - REVENUES: a. Contract fulfillment assets: The Company’s contract fulfillment assets as of December 31, 2020: December 31, 2020 USD in thousands Contract fulfillment assets from contract with Customer B (see note 11b) 1,130 b. Contract liabilities: The Company’s contract liabilities were as follows: December 31, 2020 2019 2018 USD in thousands The change in deferred revenues: Balance at beginning of year 502 200 8 Deferred revenue relating to new sales 735 387 200 Revenue recognition during the period (389 ) (85 ) (8 ) Balance at end of year 848 502 200 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. Revenue recognized in 2020 that was included in deferred revenue balance as of December 31, 2019 was USD 389 thousand. There was no revenue recognized in 2019 that was included in deferred revenue balance as of December 31, 2018. Revenue recognized in 2018 that was included in deferred revenue balance as of January 1, 2018 was USD 8 thousand. Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes contract liability and amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2020, the total RPO amounted to USD 2.9 million, Which the Company expects to recognize over the expected manufacturing term of the product under development. |
Entity Wide Disclosures
Entity Wide Disclosures | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 2018 USD in thousands United States 418 142 300 United Kingdom 41 33 24 South Korea - - 7 Israel 5 67 12 Other 27 67 48 491 309 391 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 December 31, 2020 2019 2018 USD in thousands Customer A 383 85 134 Customer B - 30 92 Customers C 41 33 21 Customer D – Parent Company 5 36 - |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 USD in thousands Operating lease expenses 45 29 Short-term lease expenses 88 60 Total lease expenses 133 89 Supplemental cash flow information related to operating leases during the period presented was as follows: Year ended December 31, 2020 2019 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 45 29 Lease term and discount rate related to operating leases as of the period presented were as follows: December 31, 2020 2019 USD in thousands Weighted-average remaining lease term (in years) 1.85 1.4 Weighted-average discount rate 10 % 10 % The maturities of lease liabilities under operating leases as of December 31, 2020 are as follows: USD in thousands 2021 63 2022 47 2023 8 Total undiscounted lease payments 118 Less: Imputed interest (11 ) Total lease liabilities 107 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 - SUBSEQUENT EVENTS: a. On January 20, 2021, the Company’s Board of Directors approved an increase of the authorized share capital of the Company by an additional 225,000,000 ordinary shares par value $0.001 per share, such that the authorized share capital of the Company following such increase shall be consisting of 300,000,000 ordinary shares. b. Refer to Note 9b-c regarding exercising of warrants. c. On March 22, 2021, the Company undertook to issue to certain investors (the “Investors”) 22,222,223 units (the “Units”) in exchange for an aggregate purchase price of $20 million. Each Unit consists of (i) one share of the Company’s common stock and (ii) one warrant to purchase one share of common stock with an exercise price of US$1.15 per share (the “Warrant” and the “Exercise Price”). Each Warrant is exercisable until Pursuant to the terms of the Warrants, following April 1, 2024, if the closing price of the common stock equal or exceeds 135% of the Exercise Price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the issue date of the Warrants) for any thirty (30) consecutive trading days, the Company may force the exercise of the Warrants, in whole or in part, by delivering to the Investors a notice of forced exercise. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Preparation | a. Basis of preparation: The accounting treatment for the Exchange Agreement was as a reverse recapitalization of ScoutCam, 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 Company’s financial position, results of operations, changes in shareholders equity (capital deficiency) and cash flows in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The accompanying comparative 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 Company 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. Transfers of cash between Carve-out Business and Medigus are included within “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. |
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 costs are incurred in U.S. dollars and New Israeli Shekels (“NIS”). ScoutCam management believes that the U.S. dollar is the currency of the primary economic environment in which ScoutCam operates. Thus, the functional currency of ScoutCam is the U.S. dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non U.S. 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 sheets 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, 2020 and 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. The annual depreciation rates are as follows: % Machinery and laboratory equipment 10%-15% Office furniture and equipment 10% Computers and computer software 33% Leasehold improvements Over the shorter of the lease term (including options if any) or useful life |
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 a monthly contribution, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve the Company from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic application of Section 14. The severance pay liability of the Company to its employees that began employment prior to automatic application of 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 laws, these deposits are in the employees’ names and, subject to certain limitations, are the property of the employees. The Company records the obligation as if it were payable at each balance sheet date on an undiscounted basis. |
Stock-Based Compensation | h. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards, including 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 option awards on the grant date using the Black-Scholes option pricing model. The Black-Scholes 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 option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on a 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 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 VAT taxes. Revenues are presented net of VAT. 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 at a point in time when the customer obtains control of the Company’s product, typically upon shipment to the customer. Sales 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. To the extent development services are not distinct from the performance obligation relating to the subsequent mass production phase of the prototype under development, revenue from these services is deferred until commencement of the production phase of the project. 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. Cost of revenues are expensed commensurate with the recognition of the respective revenues. Costs deferred in respect of deferral of revenues are recorded as contract fulfilment assets on the Company’s balance sheet, and are written down to the extent the contract is expect to incur losses. |
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. |
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. Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense. |
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. |
Loss Per Share | o. Loss per share Basic loss per share is computed by dividing net loss, by the weighted average number of ordinary shares 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 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 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 ordinary shares retroactively adjusted for the exchange ratio determined in the reverse recapitalization (see also note 3). |
Leases | p. Leases The Company determines if an arrangement contains a lease at inception. Company’s leases do not contain any residual value guarantees or material restrictive covenants. The rate implicit is most of Company’s leases are not reasonably determinable, therefore we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of the future lease payments. Certain of Company’s leases include variable costs. Variable costs include non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the ROU asset recorded on the balance sheet was determined based upon factors considered at the commencement date, subsequent changes in the rate or index that were not contemplated in the ROU asset balances recorded on the balance sheets result in variable expenses being incurred when paid during the lease term. See Note 12. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Annual Depreciation Rates | The annual depreciation rates are as follows: % Machinery and laboratory equipment 10%-15% Office furniture and equipment 10% Computers and computer software 33% Leasehold improvements Over the shorter of the lease term (including options if any) or useful life |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Composed as follows: December 31, 2020 2019 USD in thousands Raw materials and supplies 45 24 Work in progress - 316 Finished goods 278 560 Inventory write downs (79 ) - 244 900 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment Net | Property, plant and equipment, net consisted of the following: December 31, 2020 2019 USD in thousands Cost: Machinery and laboratory equipment 285 87 Leasehold improvements, office furniture and equipment 36 25 Computers and computer software 87 20 408 132 Less: accumulated deprecation (139 ) (73 ) Total property and equipment, net 269 59 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Accrued Expenses | December 31, 2020 2019 USD in thousands Unpaid recapitalization transaction costs - 89 IRS (see note 7b) 73 73 Accrued expenses 122 390 195 552 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock Warrants Outstanding to Purchase Ordinary Shares | As of December 31, 2020, the Company had the following outstanding warrants to purchase common stock: Warrant Issuance Date Expiration Date Exercise Price Number of Shares Warrant Medigus December 30, 2019 December 30, 2022 (*) 2,688,492 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 19,833,928 (*) If ScoutCam. achieves an aggregate amount of $33 million in sales within the first three years immediately after the Exchange Agreement, the Company will issue to Medigus 2,688,492 shares of the Company’s common stock, which represents 10% of the Company’s issued and outstanding share capital as of the Exchange Agreement. |
Schedule of Stock Options Activity | The following summarizes stock option activity: Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ in thousands Outstanding - December 31, 2019 - - - Granted 6,633,394 0.29 Outstanding - December 31, 2020 6,633,394 0.29 6.23 2,446 Options Exercisable - December 31, 2020 1,941,701 0.29 6.12 718 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each award is estimated using Black-Scholes option pricing model based on the following assumptions: Year ended December 31, 2020 Underlying value of ordinary shares ($) 0.446-0.800 Exercise price ($) 0.29-0.35 Expected volatility (%) 43.35%-45.00 % Term of the options (years) 7 Risk-free interest rate (%) 0.54%-1.55 % |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Fulfillment Assets | The Company’s contract fulfillment assets as of December 31, 2020: December 31, 2020 USD in thousands Contract fulfillment assets from contract with Customer B (see note 11b) 1,130 |
Schedule of Contract Liabilities | The Company’s contract liabilities were as follows: December 31, 2020 2019 2018 USD in thousands The change in deferred revenues: Balance at beginning of year 502 200 8 Deferred revenue relating to new sales 735 387 200 Revenue recognition during the period (389 ) (85 ) (8 ) Balance at end of year 848 502 200 |
Entity Wide Disclosures (Tables
Entity Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenues within Geographic Areas | The following is a summary of revenues within geographic areas: Year ended on 2020 2019 2018 USD in thousands United States 418 142 300 United Kingdom 41 33 24 South Korea - - 7 Israel 5 67 12 Other 27 67 48 491 309 391 |
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 December 31, 2020 2019 2018 USD in thousands Customer A 383 85 134 Customer B - 30 92 Customers C 41 33 21 Customer D – Parent Company 5 36 - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The components of lease expenses during the periods presented were as follows: Year ended December 31, 2020 2019 USD in thousands Operating lease expenses 45 29 Short-term lease expenses 88 60 Total lease expenses 133 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 December 31, 2020 2019 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 45 29 |
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, 2020 2019 USD in thousands Weighted-average remaining lease term (in years) 1.85 1.4 Weighted-average discount rate 10 % 10 % |
Schedule of Maturities Lease Liabilities Under Operating Leases | The maturities of lease liabilities under operating leases as of December 31, 2020 are as follows: USD in thousands 2021 63 2022 47 2023 8 Total undiscounted lease payments 118 Less: Imputed interest (11 ) Total lease liabilities 107 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | Sep. 16, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 22, 2013 |
State country code | NV | |||||
Date of incorporation | Mar. 22, 2013 | |||||
Common stock, shares issued | 36,756,983 | 26,884,921 | ||||
Net loss | $ (4,667) | $ (1,829) | $ (524) | |||
Net cash used in operating activities | $ (4,187) | $ (1,799) | $ (454) | |||
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 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"). 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 2,688,492 additional shares of Company's common stock. |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | ||
Monthly salary percentage | 8.33% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Annual Depreciation Rates (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Machinery and Laboratory Equipment [Member] | Minimum [Member] | |
Property and equipment annual depreciation rates | 10.00% |
Machinery and Laboratory Equipment [Member] | Maximum [Member] | |
Property and equipment annual depreciation rates | 15.00% |
Office Furniture and Equipment [Member] | |
Property and equipment annual depreciation rates | 10.00% |
Computers and Computer Software [Member] | |
Property and equipment annual depreciation rates | 33.00% |
Leasehold Improvements [Member] | |
Property and equipment useful life description | Over the shorter of the lease term (including options if any) or useful life |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details Narrative) $ / shares in Units, $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 30, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2020shares | Jun. 23, 2020$ / sharesshares | May 18, 2020$ / sharesshares |
Common stock, shares outstanding | 36,756,983 | 26,884,921 | 26,884,921 | 36,756,983 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 36,756,983 | 26,884,921 | 26,884,921 | 36,756,983 | ||||
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 | $ 3,040 | ||||||
Each Warrant A [Member] | ||||||||
Warrants to purchase shares | 1 | 1 | 1 | 1 | ||||
Warrants exercise price | $ / shares | $ 0.595 | $ 0.595 | $ 0.595 | $ 0.595 | ||||
Warrants exercised | 2,992,855 | |||||||
Warrants unexercised | 420,457 | |||||||
Warrant term | 12 months | 12 months | 12 months | 18 months | ||||
Each Warrant B [Member] | ||||||||
Warrants to purchase shares | 1 | 1 | 1 | 1 | ||||
Warrants exercise price | $ / shares | $ 0.893 | $ 0.893 | $ 0.893 | $ 0.893 | ||||
Warrant term | 18 months | 18 months | 18 months | 24 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 |
Inventory (Details Narrative)
Inventory (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Inventory Disclosure [Abstract] | |
Impairment occurred |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 45 | $ 24 |
Work in progress | 316 | |
Finished goods | 278 | 560 |
Inventory write downs | (79) | |
Inventory net | $ 244 | $ 900 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 66 | $ 6 | $ 5 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, plant and equipment, gross | $ 408 | $ 132 |
Less: accumulated deprecation | (139) | (73) |
Total property and equipment, net | 269 | 59 |
Machinery and Laboratory Equipment [Member] | ||
Property, plant and equipment, gross | 285 | 87 |
Leasehold Improvements, Office Furniture and Equipment [Member] | ||
Property, plant and equipment, gross | 36 | 25 |
Computers and Computer Software [Member] | ||
Property, plant and equipment, gross | $ 87 | $ 20 |
Other Accrued Expenses - Schedu
Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Unpaid recapitalization transaction costs | $ 89 | |
IRS (see note 7b) | 73 | 73 |
Accrued expenses | 122 | 390 |
Other accrued expenses | $ 195 | $ 552 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
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. |
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 | Nov. 11, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | May 18, 2020 | Apr. 20, 2020 | Mar. 15, 2020 | Feb. 12, 2020 | Sep. 03, 2019 | Aug. 27, 2019 | Jul. 31, 2019 | May 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 03, 2019 |
Total expenses | $ 143 | $ 329 | |||||||||||||
Future services | $ 47 | $ 73 | |||||||||||||
Additional paid in capital | $ 720 | ||||||||||||||
Authorized the grant shares | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||||
Shares options | 1,941,701 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Board of Directors [Member] | |||||||||||||||
Authorized the grant shares | 576,888 | 2,235,691 | |||||||||||||
Common stock, exercise price | $ 0.29 | ||||||||||||||
Fee payable | $ 4 | ||||||||||||||
Vesting percentage | 33.33% | ||||||||||||||
Vesting description | The terms of the options granted to the Company's currently serving directors include (i) an exercise price of $0.29 (ii) a vesting schedule whereby 33.33% of the options granted will vest on the first anniversary of March 15, 2020, and 8.33% of the options will vest at the end of each subsequent three-month period thereafter over the course of the following two (2) years; and (iii) an acceleration mechanism pursuant to which any outstanding and unvested option shall immediately accelerate and vest upon the occurrence of certain events, including, inter alia, a merger or sale of all assets of the Company. | ||||||||||||||
Vesting period | 2 years | ||||||||||||||
Company Officers [Member] | |||||||||||||||
Shares options | 1,865,346 | ||||||||||||||
Convertible shares | 1 | ||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||
Common stock, exercise price | $ 0.29 | ||||||||||||||
Prof. Benad Goldwasser [Member] | |||||||||||||||
Authorized the grant shares | 628,163 | ||||||||||||||
Common stock, exercise price | $ 0.29 | ||||||||||||||
CEO and Director [Member] | |||||||||||||||
Authorized the grant shares | 628,162 | ||||||||||||||
Common stock, exercise price | $ 0.29 | ||||||||||||||
Director [Member] | |||||||||||||||
Authorized the grant shares | 144,222 | ||||||||||||||
Common stock, exercise price | $ 0.35 | ||||||||||||||
Consulting agreement [Member] | Benad Goldwasser [Member] | |||||||||||||||
Debt instrument, periodic payment | $ 10 | ||||||||||||||
Fully-diluted share capital percentage | 5.00% | ||||||||||||||
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. | ||||||||||||||
Medigus Ltd [Member] | 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 | ||||||||||||||
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 | ||||||||||||||
Medigus and ScoutCam Ltd. [Member] | |||||||||||||||
Converted outstanding credit | $ 381,136 | ||||||||||||||
Debt conversion description | In accordance with the terms of the Conversion Side Letter, the Company issued to Medigus, at a purchase price of US$0.968, (a) 787,471 shares of Common Stock, (b) warrants to purchase 393,736 shares of Common Stock at an exercise price of US$0.595, and (c) warrants to purchase 787,471 shares of Common Stock at an exercise price of US$0.893. | ||||||||||||||
Medigus and ScoutCam Ltd. [Member] | Intercompany Agreement [Member] | |||||||||||||||
Services agreement description | On April 20, 2020, Medigus and ScoutCam Ltd. entered into that certain Intercompany Services Agreement, which amended and restated the intercompany services agreement executed between the parties on May 30, 2019. The agreement has an initial term of one year, and renews automatically for additional one-year periods, unless either party provides 60 (sixty) days written notice of non renewal. Either Medigus or ScoutCam Ltd. may terminate the agreement for convenience upon providing 60 (sixty) days prior written notice. | ||||||||||||||
Medigus and ScoutCam Ltd. [Member] | Voting Agreement [Member] | |||||||||||||||
Beneficial shares description | (a) one person designated by Arkin shall be elected to the Board, for so long as Arkin, together with its Affiliates, continues to own beneficially at least eight (8%) of the issued and outstanding capital stock of the Company ("Arkin Director"), and (b) (i) three persons designated by Medigus shall be elected to the Board, for so long as Medigus, together with its Affiliates, continues to own beneficially at least thirty five (35%) of the issued and outstanding capital stock of the Company, or (ii) two persons designated by Medigus for so long as Medigus, together with its Affiliates, continues to own beneficially less than thirty five (35%) and more than twenty (20%) of the issued and outstanding capital stock of the Company, or (iii) one person designated by Medigus for so long as Medigus, together with its Affiliates, continues to own beneficially less than twenty (20%) and more than eight (8%) of the issued and outstanding capital stock of the Company. | ||||||||||||||
Shrem Zilberman Group Ltd [Member] | Consulting agreement [Member] | |||||||||||||||
Total expenses | $ 165 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 11, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | May 18, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Feb. 12, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 20, 2021 | Dec. 30, 2020 |
Allotted 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 | $ 3,300,000 | ||||||||||||||
Proceeds from exercise of warrant | $ 1,729 | |||||||||||||||
Share-based compensation granted shares | 6,633,394 | |||||||||||||||
Weighted-average grant date fair value | $ 0.29 | |||||||||||||||
Stock Option [Member] | ||||||||||||||||
Weighted-average grant date fair value | $ 0.27 | |||||||||||||||
Stock option award cost not yet recognized | $ 600 | |||||||||||||||
Stock option award weighted average period | 1 year 2 months 12 days | |||||||||||||||
2020 Share Incentive Plan [Member] | ||||||||||||||||
Number of common stock | 1 | 1 | 1 | 1 | ||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Share-based compensation granted shares | 144,222 | 1,544,769 | 576,888 | 4,367,515 | ||||||||||||
Stock option, exercise price | $ 0.35 | $ 0.29 | $ 0.29 | $ 0.29 | ||||||||||||
Stock option granted contractual term | 7 years | |||||||||||||||
2020 Share Incentive Plan [Member] | Minimum [Member] | ||||||||||||||||
Stock option vested term | 3 years | |||||||||||||||
2020 Share Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||
Stock option vested term | 4 years | |||||||||||||||
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] | ||||||||||||||||
Stock option, exercise price | $ 0.29 | |||||||||||||||
Stock option vested term | 2 years | |||||||||||||||
Board of Directors [Member] | 2020 Share Incentive Plan [Member] | ||||||||||||||||
Share-based compensation granted shares | 3,617,545 | 576,888 | ||||||||||||||
Board of Directors [Member] | Subsequent Event [Member] | ||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||
Each Warrant A [Member] | ||||||||||||||||
Number of warrants | 1 | 1 | 1 | |||||||||||||
Warrants exercise price | $ 0.595 | $ 0.595 | $ 0.595 | |||||||||||||
Warrant term | 12 months | 18 months | 12 months | |||||||||||||
Number of warrants exercised | 2,992,855 | |||||||||||||||
Number of warrants unexcercised | 420,457 | |||||||||||||||
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 | |||||||||||||||
Warrants A [Member] | Subsequent Event [Member] | ||||||||||||||||
Number of warrants exercised | 979,784 | |||||||||||||||
Warrant A [Member] | ||||||||||||||||
Number of warrants | 1 | |||||||||||||||
Warrants exercise price | $ 0.595 | $ 0.595 | ||||||||||||||
Warrant term | 12 months | |||||||||||||||
Warrant A [Member] | Subsequent Event [Member] | ||||||||||||||||
Number of warrants exercised | 336,135 | |||||||||||||||
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 | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 03, 2020 | ||
Warrant Medigus [Member] | |||
Warrant, Issuance Date | Dec. 30, 2019 | ||
Warrant, Expiration Date | Dec. 30, 2022 | ||
Warrant, Exercise Price Per Share | [1] | ||
Warrant, Number of Shares of Common Stock Underlying Warrants | 2,688,492 | ||
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 [Member] | |||
Warrant, Issuance Date | Mar. 3, 2020 | ||
Warrant, Expiration Date | Mar. 3, 2021 | ||
Warrant, Exercise Price Per Share | $ 0.595 | $ 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 One [Member] | |||
Warrant, Issuance Date | May 18, 2020 | ||
Warrant, Expiration Date | Mar. 3, 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 Two [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 | 19,833,928 | ||
[1] | If ScoutCam. achieves an aggregate amount of $33 million in sales within the first three years immediately after the Exchange Agreement, the Company will issue to Medigus 2,688,492 shares of the Company's common stock, which represents 10% of the Company's issued and outstanding share capital as of the Exchange Agreement. |
Equity - Schedule of Stock Wa_2
Equity - Schedule of Stock Warrants Outstanding to Purchase Common Stock (Details) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 30, 2020 | |
Proceeds from issuance of common stock | $ 3,300 | $ 3,300,000 | |
Expected sales period | 3 years | ||
Medigus Ltd [Member] | Exchange Agreement [Member] | |||
Warrant, Number of Shares of ordinary shares Underlying Warrants | 2,688,492 | ||
Outstanding share capital percentage | 10.00% |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Options, Outstanding at beginning of period | shares | |
Options, Granted | shares | 6,633,394 |
Options, Outstanding at end of period | shares | 6,633,394 |
Options, Exercisable at end of period | shares | 1,941,701 |
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, Exercisable at end of period | $ / shares | $ 0.29 |
Weighted Average Remaining Contractual Term (years), Outstanding at beginning of period | 0 years |
Weighted Average Remaining Contractual Term (years), Outstanding at end of period | 6 years 2 months 23 days |
Weighted Average Remaining Contractual Term (years), Exercisable at end of period | 6 years 1 month 13 days |
Aggregate Intrinsic Value, Outstanding at beginning of period | $ | |
Aggregate Intrinsic Value, Outstanding at end of period | $ | 2,446 |
Aggregate Intrinsic Value, Exercisable at end of period | $ | $ 718 |
Equity - Schedule of Share-base
Equity - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Term of the options (years) | 7 years |
Minimum [Member] | |
Underlying value of ordinary shares | $ 0.446 |
Exercise price | $ 0.29 |
Expected volatility | 43.35% |
Risk-free interest rate | 0.54% |
Maximum [Member] | |
Underlying value of ordinary shares | $ 0.800 |
Exercise price | $ 0.35 |
Expected volatility | 45.00% |
Risk-free interest rate | 1.55% |
Revenues (Details Narrative)
Revenues (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 389 | $ 8 | |
Remaining performance obligations | $ 2,900 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Fulfillment Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract fulfillment assets from contract with Customer B (see note 11b) | $ 1,130 |
Revenues - Schedule of Contra_2
Revenues - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Balance at beginning of year | $ 502 | $ 200 | $ 8 |
Deferred revenue relating to new sales | 735 | 387 | 200 |
Revenue recognition during the period | (389) | (85) | (8) |
Balance at end of year | $ 848 | $ 502 | $ 200 |
Entity Wide Disclosures - Sche
Entity Wide Disclosures - Schedule of Revenues within Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | [1] | $ 491 | $ 309 | $ 391 |
United States [Member] | ||||
Revenues | 418 | 142 | 300 | |
United Kingdom [Member] | ||||
Revenues | 41 | 33 | 24 | |
South Korea [Member] | ||||
Revenues | 7 | |||
Israel [Member] | ||||
Revenues | 5 | 67 | 12 | |
Other [Member] | ||||
Revenues | $ 27 | $ 67 | $ 48 | |
[1] | As for revenues related to transaction with the Parent Company - see Note 11 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | [1] | $ 491 | $ 309 | $ 391 |
Customer A [Member] | ||||
Revenues | 383 | 85 | 134 | |
Customer B [Member] | ||||
Revenues | 30 | 92 | ||
Customer C [Member] | ||||
Revenues | 41 | 33 | 21 | |
Customer D - Parent Company [Member] | ||||
Revenues | $ 5 | $ 36 | ||
[1] | As for revenues related to transaction with the Parent Company - see Note 11 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expenses | $ 45 | $ 29 |
Short-term lease expenses | 88 | 60 |
Total lease expenses | $ 133 | $ 89 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 45 | $ 29 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Term and Discount Rate Related to Operating Leases (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 1 year 10 months 6 days | 1 year 4 months 24 days |
Weighted-average discount rate | 10.00% | 10.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities Lease Liabilities Under Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 63 |
2022 | 47 |
2023 | 8 |
Total future lease payments | 118 |
Less imputed interest | (11) |
Total lease liability balance | $ 107 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 22, 2021 | Dec. 31, 2019 | Jan. 20, 2021 | Dec. 31, 2020 | Mar. 15, 2020 | Feb. 12, 2020 |
common stock authorized | 75,000,000 | 75,000,000 | ||||
common stock par value | $ 0.001 | $ 0.001 | ||||
Issuance of shares, shares | 3,413,312 | |||||
Shares issued price per share | $ 0.968 | |||||
Board of Directors [Member] | ||||||
common stock authorized | 576,888 | 2,235,691 | ||||
Subsequent Event [Member] | Investor [Member] | ||||||
Issuance of shares, shares | 22,222,223 | |||||
Issuance of shares value | $ 20,000 | |||||
Shares issued price per share | $ 0.001 | |||||
Warrant exercise price | $ 1.15 | |||||
Warrant description | Pursuant to the terms of the Warrants, following April 1, 2024, if the closing price of the common stock equal or exceeds 135% of the Exercise Price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the issue date of the Warrants) for any thirty (30) consecutive trading days, the Company may force the exercise of the Warrants, in whole or in part, by delivering to the Investors a notice of forced exercise. | |||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||
common stock authorized | 225,000,000 | |||||
common stock par value | $ 0.001 | |||||
Increase in authorized ordinary shares | 300,000,000 |