Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | ScoutCam Inc. | |
Entity Central Index Key | 0001577445 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,295,245 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 12,751 | $ 3,373 |
Accounts receivables | 11 | 17 |
Receivables on account of issuance of shares | 10,500 | |
Inventory | 345 | 244 |
Receivable from Parent Company | 1 | 47 |
Other current assets | 453 | 348 |
Total assets, current | 24,061 | 4,029 |
NON-CURRENT ASSETS: | ||
Contract fulfillment assets | 1,370 | 1,130 |
Property and equipment, net | 369 | 269 |
Operating lease right-of-use assets | 269 | 107 |
Severance pay asset | 360 | 360 |
Total non-current asset | 2,368 | 1,866 |
TOTAL ASSETS | 26,429 | 5,895 |
CURRENT LIABILITIES: | ||
Accounts payables | 492 | 79 |
Contract liabilities | 199 | 69 |
Operating lease liabilities - short term | 125 | 60 |
Accrued compensation expenses | 289 | 369 |
Accrued issuance expenses | 882 | |
Other accrued expenses | 317 | 195 |
Total current liabilities | 2,304 | 772 |
NON-CURRENT LIABILITIES: | ||
Contract liabilities | 1,312 | 779 |
Operating lease liabilities - long term | 144 | 47 |
Liability for severance pay | 333 | 333 |
Total non-current liabilities | 1,789 | 1,159 |
TOTAL LIABILITIES | 4,093 | 1,931 |
SHAREHOLDERS' EQUITY: | ||
Common stock, $0.001 par value; 300,000,000 and 75,000,000 shares authorized as of March 31, 2021 and December 31, 2020, 60,295,245 and 36,756,983 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 60 | 37 |
Additional paid-in capital | 30,189 | 10,234 |
Accumulated deficit | (7,913) | (6,307) |
TOTAL SHAREHOLDERS' EQUITY | 22,336 | 3,964 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 26,429 | $ 5,895 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 75,000,000 |
Common stock, shares issued | 60,295,245 | 36,756,983 |
Common stock, shares outstanding | 60,295,245 | 36,756,983 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 24 | $ 40 |
Cost of revenues | 203 | 130 |
Gross Loss | (179) | (90) |
Research and development expenses | 333 | 255 |
Sales and marketing expenses | 145 | 52 |
General and administrative expenses | 933 | 1,112 |
Operating loss | (1,590) | (1,509) |
Financing income (loss), net | (16) | 96 |
Net Loss | $ (1,606) | $ (1,413) |
Net loss per ordinary share (basic and diluted, USD) | $ (0.04) | $ (0.05) |
Weighted average ordinary shares (basic and diluted) | 38,000,000 | 27,488,000 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Ordinary shares [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Total |
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 | $ 2 | 907 | 909 | |
Issuance of shares and warrants,shares | 1,960 | |||
Stock based compensation | 701 | 701 | ||
Net loss | (1,413) | (1,413) | ||
Balance at Mar. 31, 2020 | $ 29 | 5,743 | (3,053) | 2,719 |
Balance, shares at Mar. 31, 2020 | 28,845 | |||
Balance at Dec. 31, 2020 | $ 37 | 10,234 | (6,307) | 3,964 |
Balance, shares at Dec. 31, 2020 | 36,757 | |||
Issuance of shares and warrants | $ 22 | 19,096 | 19,118 | |
Issuance of shares and warrants,shares | 22,222 | |||
Stock based compensation | 79 | 79 | ||
Exercise of warrants | $ 1 | 780 | 781 | |
Exercise of warrants, shares | 1,316 | |||
Net loss | (1,606) | (1,606) | ||
Balance at Mar. 31, 2021 | $ 60 | $ 30,189 | $ (7,913) | $ 22,336 |
Balance, shares at Mar. 31, 2021 | 60,295 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,606) | $ (1,413) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 17 | 11 |
Other non-cash items | 39 | |
Share based compensation | 79 | 682 |
Loss (profit) from exchange differences on cash and cash equivalents | 12 | (96) |
CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: | ||
Accounts receivable | 6 | 10 |
Inventory | (101) | (125) |
Other current assets | (105) | (53) |
Accounts payables | 413 | 5 |
Parent company | 46 | (16) |
Contract fulfilment assets | (240) | |
Contract liabilities | 663 | 44 |
Accrued compensation expenses | (80) | (24) |
Other accrued expenses | 122 | (201) |
Net cash flows used in operating activities | (774) | (1,137) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (117) | (185) |
Net cash flows used in investing activities | (117) | (185) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loan repayment to Parent company | (81) | |
Proceeds from exercise of warrants | 781 | |
Proceeds from issuance of shares and warrants | 9,500 | 909 |
Net cash flows provided by financing activities | 10,281 | 828 |
PROFIT (LOSS) FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (12) | 96 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 9,378 | (398) |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 3,373 | 3,245 |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 12,751 | 2,847 |
Non cash activities - | ||
Loan from Parent Company settled against receivable from Parent Company | $ 41 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 – GENERAL: a ScoutCam Inc. (the “Company”), formally known as Intellisense Solutions Inc., 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 it 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., or ScoutCam, was formed in the State of Israel on January 3, 2019 as a wholly-owned subsidiary of Medigus Ltd. (the “Parent Company”, “Medigus”), an Israeli company traded on the Nasdaq Capital Market, and commenced operations on March 1, 2019. Upon incorporation, ScoutCam issued to Medigus 1,000,000 Ordinary shares with no par value. On March 2019, ScoutCam issued to Medigus an additional 1,000,000 Ordinary shares with no par value. ScoutCam was incorporated as part of a reorganization of Medigus, which was designed to distinguish ScoutCam’s miniaturized imaging business, or the micro ScoutCam™ portfolio, from Medigus’s other operations and to enable Medigus to form a separate business unit with dedicated resources focused on the promotion of such technology. In December 2019, Medigus and ScoutCam consummated a certain Amended and Restated Asset Transfer Agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to ScoutCam. On September 16, 2019, Intellisense entered into a Securities Exchange Agreement (the “Exchange Agreement”), with Medigus, pursuant to which Medigus assigned, transferred and delivered 100% of its holdings in ScoutCam to Intellisense, in exchange for consideration consisting of shares of Intellisense’s common stock representing 60% of the issued and outstanding share capital of Intellisense immediately upon the closing of the Exchange Agreement (the “Closing”). The Closing occurred on December 30, 2019 (the “Closing Date”). Although the transaction resulted in ScoutCam becoming a wholly owned subsidiary of Intellisense, the transaction constituted a reverse recapitalization since Medigus, the only shareholder of ScoutCam prior to the Exchange Agreement, was issued a substantial majority of the outstanding capital stock of Intellisense upon consummation of the Exchange Agreement, and also taking into account that prior to the Closing Date, Intellisense was considered as a shell corporation. Accordingly, ScoutCam is considered the accounting acquirer of the merged company. “Group” - the Company together with ScoutCam. ScoutCam has developed a range of micro CMOS (complementary metal-oxide semiconductor) and CCD (charge-coupled device) video cameras, including micro ScoutCam™ 1.2. These innovative cameras are suitable for both medical and industrial applications. Based on its proprietary technology, the Company designs and manufactures endoscopy and micro camera systems for partner companies. b Since incorporation through March 31, 2021, the Group has an accumulated deficit of approximately $7.9 million and its activities have been funded mainly by its shareholders. The Group’s cash and cash equivalents as of March 31, 2021, as well as its proceeds from issuance of common stock and warrants in the private offering as detailed in Note 4, will allow the Group to fund its operating plan through at least the next 12 months. However, the Group expects to continue to incur significant research and development and other costs related to its ongoing operations and in order to continue its future operations, the Group will need to obtain additional funding until becoming profitable. c In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Group considered the impact of COVID-19 on its operations and determined that there were no material adverse impacts on the Group’s results of operations and financial position as of March 31, 2021. These estimates may change, as new events occur and additional information is obtained. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2020. B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. C. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. D. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. E. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 3 – LEASES: On January 1, 2019, the Group adopted ASU 2016-02 using the modified retrospective approach for all lease arrangements at the beginning period of adoption. ScoutCam leases office and vehicles under operating leases. On March 31, 2021, the Group’s ROU assets and lease liabilities for operating leases totaled $269 thousand. In December 2020, ScoutCam entered into a lease agreement for office space in Omer, Israel. The agreement is for 36 months beginning on January 1, 2021. ScoutCam holds the right to terminate the lease agreement after 24 months. Monthly lease payments under the agreement are approximately $8 thousand. Lease expenses recorded in the interim consolidated statements of operations were $24 thousand for the three months ended March 31, 2021. Supplemental cash flow information related to operating leases was as follows: Three months ended March 31, 2021 USD in thousands Cash payments for operating leases 24 Total lease expenses 24 As of March 31, 2021, the Company’s operating leases had a weighted average remaining lease term of 1.75 years and a weighted average discount rate of 10%. Future lease payments under operating leases as of March 31, 2021 were as follows: Operating leases USD in thousands Remainder of 2021 99 2022 117 2023 86 Total future lease payments 302 Less imputed interest (33 ) Total lease liability balance 269 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | NOTE 4 – EQUITY: 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, all 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. e. 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. As of March 31, 2021, the Company had the following outstanding warrants to purchase common stock: Warrant Issuance Date Expiration Date Exercise Price Number of Shares of common stock Underlying Warrants Medigus Warrant December 30, 2019 December 30, 2022 (* ) 2,688,492 Warrant B December 30, 2019 June 30, 2021 0.893 6,826,623 Warrant B March 3, 2020 September 3, 2021 0.893 1,959,504 Warrant A May 18, 2020 November 18, 2021 0.595 1,729,981 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 Warrant March 2021, March 29,2021 March 31, 2026 1.150 22,222,223 40,740,262 (*) If ScoutCam achieves an aggregate amount of $33 million in sales within the first three years immediately after the Exchange Agreement, the Company will issue to Medigus 2,688,492 shares of the Company’s common stock, which represents 10% of the Company’s issued and outstanding share capital as of the Exchange Agreement. Share-based compensation to employees and to directors: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 5,228,007 shares of common stock for grant to Company employees, consultants, directors and other service providers. On March 15, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 576,888 shares of Common Stock. On June 22, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 3,617,545 shares of common stock. The Plan is designed to enable the Company to grant options to purchase ordinary shares and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3(i) of the Israeli Tax Ordinance. During the three months ended March 31, 2021, the Company granted 511,792 options pursuant to the Plan. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: Three months ended March 31, 2021 Underlying value of ordinary shares ($) 0.85-0.90 Exercise price ($) 0.40-0.80 Expected volatility (%) 47.44 % Term of the options (years) 7 Risk-free interest rate 0.78%-0.94 % The cost of the benefit embodied in the options granted during the three months ended March 31, 2021, based on their fair value as at the grant date, is estimated to be approximately $289 thousands. These amounts will be recognized in statements of operations over the vesting period. The following table summarizes stock option activity for the three months ended March 31, 2021: For the Three months ended March 31, 2021 Amount of options Weighted average exercise price $ Outstanding at beginning of period 6,633,394 0.29 Granted 511,792 0.51 Cancelled (791,401 ) 0.29 Outstanding at end of period 6,353,785 0.31 Vested at end of period 2,267,216 0.29 The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: Three months ended March 31, 2021 USD in thousands Research and development 56 General and administrative 23 Total expenses 79 |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 5 – REVENUES: Contract fulfillment assets and Contract liabilities: The Company’s contract fulfillment assets and contract liabilities as of March 31, 2021 and December 31, 2020 were as follows: March 31, December 31, 2021 2020 USD in thousands Contract fulfillment assets 1,370 1,130 Contract liabilities 1,511 848 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of March 31, 2021, the total RPO amounted to $2.9 million, which t the Company expects to recognize over the expected manufacturing term of the product under development. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 6 – INVENTORY: Composed as follows: March 31, December 31, 2021 2020 USD in thousands Raw materials and supplies 145 45 Finished goods 279 278 Inventory write downs (79 ) (79 ) 345 244 During the period ended March 31, 2021, no impairment occurred. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 7 – LOSS PER SHARE Basic loss per share is computed by dividing net loss attributable to ordinary shareholders of the Company, by the weighted average number of ordinary shares as described below. In computing the Company’s diluted loss per share, the numerator used in the basic loss per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted loss per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 8 – RELATED PARTIES On May 30, 2019, ScoutCam Ltd. entered into an intercompany agreement with Medigus (the “Intercompany Agreement”) according to which ScoutCam Ltd. agreed to hire and retain certain services from Medigus. The agreed upon services provided under the Intercompany Agreement included: (1) lease of office space and clean room based on actual space utilized by ScoutCam Ltd. and in shared spaces according to employee ratio; (2) utilities such as electricity water, IT and communication services based on employee ratio; (3) car services, including car rental, gas usage, payment for toll roads based on 100% of expense incurred from a ScoutCam Ltd. employee car; (4) external accountant services at a price of USD 6,000 per annum; (5) directors and officers insurance at a sum of 1/3 of Parent company cost; (6) CFO services at a sum of 50% of Parent company CFO employer cost; (7) every direct expense of ScoutCam Ltd. that is paid by the Parent company in its entirety subject to approval of such direct expenses in advance; and (8) any other mutual expense that is borne by the parties according to the Respective portion of the Mutual Expense In addition, ScoutCam Ltd.’s employees provide support services to Medigus. On April 20, 2020, ScoutCam Ltd. entered into an amended and restated intercompany services agreement with Medigus. Balances with related parties March 31, 2021 December 31, 2020 Receivable from Parent Company 1 47 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Principles of Consolidation | B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | C. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. |
Significant Accounting Policies | D. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. |
Recent Accounting Pronouncements | E. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: Three months ended March 31, 2021 USD in thousands Cash payments for operating leases 24 Total lease expenses 24 |
Schedule of Maturities Lease Liabilities Under Operating Leases | Future lease payments under operating leases as of March 31, 2021 were as follows: Operating leases USD in thousands Remainder of 2021 99 2022 117 2023 86 Total future lease payments 302 Less imputed interest (33 ) Total lease liability balance 269 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Warrants Outstanding to Purchase Ordinary Shares | As of March 31, 2021, the Company had the following outstanding warrants to purchase common stock: Warrant Issuance Date Expiration Date Exercise Price Number of Shares of common stock Underlying Warrants Medigus Warrant December 30, 2019 December 30, 2022 (* ) 2,688,492 Warrant B December 30, 2019 June 30, 2021 0.893 6,826,623 Warrant B March 3, 2020 September 3, 2021 0.893 1,959,504 Warrant A May 18, 2020 November 18, 2021 0.595 1,729,981 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 Warrant March 2021, March 29,2021 March 31, 2026 1.150 22,222,223 40,740,262 (*) If ScoutCam achieves an aggregate amount of $33 million in sales within the first three years immediately after the Exchange Agreement, the Company will issue to Medigus 2,688,492 shares of the Company’s common stock, which represents 10% of the Company’s issued and outstanding share capital as of the Exchange Agreement. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: Three months ended March 31, 2021 Underlying value of ordinary shares ($) 0.85-0.90 Exercise price ($) 0.40-0.80 Expected volatility (%) 47.44 % Term of the options (years) 7 Risk-free interest rate 0.78%-0.94 % |
Schedule of Stock Options Activity | The following table summarizes stock option activity for the three months ended March 31, 2021: For the Three months ended March 31, 2021 Amount of options Weighted average exercise price $ Outstanding at beginning of period 6,633,394 0.29 Granted 511,792 0.51 Cancelled (791,401 ) 0.29 Outstanding at end of period 6,353,785 0.31 Vested at end of period 2,267,216 0.29 |
Schedule of Share-based Payment Expenses | The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: Three months ended March 31, 2021 USD in thousands Research and development 56 General and administrative 23 Total expenses 79 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Fulfillment Assets and Contract Liabilities | The Company’s contract fulfillment assets and contract liabilities as of March 31, 2021 and December 31, 2020 were as follows: March 31, December 31, 2021 2020 USD in thousands Contract fulfillment assets 1,370 1,130 Contract liabilities 1,511 848 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Composed as follows: March 31, December 31, 2021 2020 USD in thousands Raw materials and supplies 145 45 Finished goods 279 278 Inventory write downs (79 ) (79 ) 345 244 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Balances with Related Parties | Balances with related parties March 31, 2021 December 31, 2020 Receivable from Parent Company 1 47 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | Sep. 16, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2019 | Mar. 22, 2013 |
State country code | NV | ||||
Date of incorporation | Mar. 22, 2013 | ||||
Common stock, shares issued | 60,295,245 | 36,756,983 | |||
Accumulated deficit | $ (7,913) | $ (6,307) | |||
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"). |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Operating lease right-of-use assets | $ 269 | $ 107 | |
Monthly lease, payments | 24 | ||
Lease expenses | $ 24 | ||
Weighted average remaining lease term | 1 year 9 months | ||
Weighted average discount rate | 10.00% | ||
Lease Agreement [Member] | |||
Lease description | In December 2020, ScoutCam entered into a lease agreement for office space in Omer, Israel. The agreement is for 36 months beginning on January 1, 2021. ScoutCam holds the right to terminate the lease agreement after 24 months. Monthly lease payments under the agreement are approximately $8 thousand. Lease expenses recorded in the interim consolidated statements of operations were $24 thousand for the three months ended March 31, 2021. | ||
Monthly lease, payments | $ 8 | ||
Lease expenses | $ 24 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 24 |
Total lease expenses | $ 24 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities Lease Liabilities Under Operating Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 99 |
2022 | 117 |
2023 | 86 |
Total future lease payments | 302 |
Less imputed interest | (33) |
Total lease liability balance | $ 269 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 22, 2021 | Jun. 23, 2020 | Jun. 22, 2020 | May 18, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 30, 2020 |
Allotted in private issuance | 3,413,312 | ||||||||||||
Shares issued price per share | $ 0.968 | ||||||||||||
Number of common stock | 2 | ||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Proceeds from issuance of common stock | $ 3,300 | $ 3,300 | |||||||||||
Proceeds from exercise of warrant | $ 781 | ||||||||||||
Share-based compensation granted shares | 511,792 | ||||||||||||
2020 Share Incentive Plan [Member] | |||||||||||||
Share-based compensation granted shares | 511,792 | ||||||||||||
Share-based compensation vested in period, fair value | $ 289 | ||||||||||||
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 | ||||||||||||
Investors [Member] | |||||||||||||
Allotted in private issuance | 22,222,223 | ||||||||||||
Proceeds from issuance of common stock | $ 20,000 | ||||||||||||
Warrants exercise price | $ 1.15 | ||||||||||||
Warrants exercisable expiration date | Mar. 31, 2026 | ||||||||||||
Warrants 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. | ||||||||||||
Employees, Consultants, Directors and Other Service Providers [Member] | 2020 Share Incentive Plan [Member] | |||||||||||||
Share-based compensation granted shares | 5,228,007 | ||||||||||||
Board of Directors [Member] | 2020 Share Incentive Plan [Member] | |||||||||||||
Share-based compensation granted shares | 3,617,545 | 576,888 | |||||||||||
Each Warrant A [Member] | |||||||||||||
Number of warrants | 1 | 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 A [Member] | |||||||||||||
Number of warrants | 1 | ||||||||||||
Warrants exercise price | $ 0.595 | $ 0.595 | |||||||||||
Warrant term | 12 months | ||||||||||||
Number of warrants exercised | 336,135 | ||||||||||||
Warrants exercisable expiration date | Nov. 18, 2021 | ||||||||||||
Warrant A [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||
Number of warrants | 393,736 | ||||||||||||
Warrants exercise price | $ 0.595 | ||||||||||||
Warrant B [Member] | |||||||||||||
Number of warrants | 1 | ||||||||||||
Warrants exercise price | $ 0.893 | $ 0.893 | |||||||||||
Warrant term | 18 months | ||||||||||||
Warrants exercisable expiration date | Jun. 30, 2021 | ||||||||||||
Warrant B [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||
Number of warrants | 787,471 | ||||||||||||
Warrants exercise price | $ 0.893 | ||||||||||||
Ordinary Shares [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||
Conversion convertible debt | $ 381,136 | ||||||||||||
Convert conversion | 787,471 |
Equity - Schedule of Stock Warr
Equity - Schedule of Stock Warrants Outstanding to Purchase Common Stock (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 03, 2020 | ||
Medigus Warrant [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 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 [Member] | |||
Warrant, Issuance Date | May 18, 2020 | ||
Warrant, Expiration Date | Nov. 18, 2021 | ||
Warrant, Exercise Price Per Share | $ 0.595 | $ 0.595 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 1,729,981 | ||
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 One [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 March 2021 [Member] | |||
Warrant, Issuance Date | Mar. 29, 2021 | ||
Warrant, Expiration Date | Mar. 31, 2026 | ||
Warrant, Exercise Price Per Share | $ 1.150 | ||
Warrant, Number of Shares of Common Stock Underlying Warrants | 22,222,223 | ||
Warrant [Member] | |||
Warrant, Number of Shares of Common Stock Underlying Warrants | 40,740,262 | ||
[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 | 3 Months Ended |
Dec. 31, 2019 | Mar. 31, 2021 | |
Proceeds from issuance of common stock | $ 3,300 | $ 3,300 |
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 Share-base
Equity - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Expected volatility | 47.44% |
Term of the options (years) | 7 years |
Minimum [Member] | |
Underlying value of ordinary shares | $ 0.85 |
Exercise price | $ 0.40 |
Risk-free interest rate | 0.78% |
Maximum [Member] | |
Underlying value of ordinary shares | $ 0.90 |
Exercise price | $ 0.80 |
Risk-free interest rate | 0.94% |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Options, Outstanding at beginning of period | shares | 6,633,394 |
Options, Granted | shares | 511,792 |
Options, Cancelled | shares | (791,401) |
Options, Outstanding at end of period | shares | 6,353,785 |
Options, Vested at end of period | shares | 2,267,216 |
Weighted average exercise price, Outstanding at beginning of period | $ / shares | $ 0.29 |
Weighted average exercise price, Granted | $ / shares | 0.51 |
Weighted average exercise price, Cancelled | $ / shares | 0.29 |
Weighted average exercise price, Outstanding at end of period | $ / shares | 0.31 |
Weighted average exercise price, Vested at end of period | $ / shares | $ 0.29 |
Equity - Schedule of Share-ba_2
Equity - Schedule of Share-based Payment Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total expenses | $ 79 | $ 682 |
Research and Development [Member] | ||
Total expenses | 56 | |
General and Administrative [Member] | ||
Total expenses | $ 23 |
Revenues (Details Narrative)
Revenues (Details Narrative) $ in Thousands | Mar. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 2,900 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Fulfillment Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract fulfillment assets | $ 1,370 | $ 1,130 |
Contract liabilities | $ 1,511 | $ 848 |
Inventory (Details Narrative)
Inventory (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Inventory Disclosure [Abstract] | |
Impairment occurred |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 145 | $ 45 |
Finished goods | 279 | 278 |
Inventory write downs | (79) | (79) |
Inventory net | $ 345 | $ 244 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - Medigus Ltd [Member] - USD ($) $ in Thousands | Apr. 20, 2020 | May 30, 2019 |
Intercompany Agreement [Member] | ||
Intercompany agreement description | The agreed upon services provided under the Intercompany Agreement included: (1) lease of office space and clean room based on actual space utilized by 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. | |
External accountant service price | $ 6 | |
Amended and Restated Intercompany Services Agreement [Member] | ||
Intercompany agreement description | On April 20, 2020, ScoutCam Ltd. entered into an amended and restated intercompany services agreement with Medigus. |
Related Parties - Schedule of B
Related Parties - Schedule of Balances With Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Parent Company [Member] | ||
Receivable from Parent Company | $ 1 | $ 47 |