Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | ScoutCam Inc. |
Entity Central Index Key | 0001577445 |
Entity Tax Identification Number | 47-4257143 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | Suite 7A |
Entity Address, Address Line Two | Industrial Park |
Entity Address, Address Line Three | P.O. Box 3030 |
Entity Address, City or Town | Omer |
Entity Address, Postal Zip Code | 8496500 |
City Area Code | 972 |
Local Phone Number | 73 370-4691 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | State Agent and Transfer Syndicate |
Entity Address, Address Line Two | 112 North Curry St. |
Entity Address, City or Town | Carson City |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89703 |
City Area Code | 775 |
Local Phone Number | 882-1013 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 21,775 | $ 3,373 | $ 3,245 |
Accounts receivable | 60 | 17 | 22 |
Inventory | 145 | 244 | 900 |
Medigus receivable | 47 | 73 | |
Other current assets | 857 | 348 | 78 |
Total current assets | 22,837 | 4,029 | 4,318 |
NON-CURRENT ASSETS: | |||
Contract fulfillment assets | 1,510 | 1,130 | |
Property and equipment, net | 400 | 269 | 59 |
Operating lease right-of-use assets | 385 | 107 | 53 |
Severance pay asset | 416 | 360 | 327 |
Total non-current assets | 2,711 | 1,866 | 439 |
TOTAL ASSETS | 25,548 | 5,895 | 4,757 |
CURRENT LIABILITIES: | |||
Accounts payables | 303 | 79 | 35 |
Contract liabilities | 69 | 502 | |
Operating lease liabilities - short term | 187 | 60 | 24 |
Accrued compensation expenses | 429 | 369 | 297 |
Loan from Parent Company | 500 | ||
Medigus payable | 13 | ||
Other accrued expenses | 218 | 195 | 552 |
Total current liabilities | 1,150 | 772 | 1,910 |
NON-CURRENT LIABILITIES: | |||
Contract liabilities | 1,385 | 779 | |
Operating lease liabilities - long term | 198 | 47 | 29 |
Liability for severance pay | 333 | 333 | 296 |
Total non-current liabilities | 1,916 | 1,159 | 325 |
TOTAL LIABILITIES | 3,066 | 1,931 | 2,235 |
SHAREHOLDERS’ EQUITY: | |||
Common stock, $0.001 par value; 300,000,000 shares authorized as of June 30,2021; 75,000,000 shares authorized as of December 31, 2020 and December 31,2019. 6,929,517 shares issued and outstanding as of June 30,2021; 4,084,122 shares issued and outstanding as of December 31,2020; 2,987,210 shares issued and outstanding as of December 31, 2019, respectively | 7 | 4 | 3 |
Additional paid-in capital | 32,476 | 10,267 | 4,159 |
Accumulated deficit | (10,001) | (6,307) | (1,640) |
TOTAL SHAREHOLDERS’ EQUITY | 22,482 | 3,964 | 2,522 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 25,548 | $ 5,895 | $ 4,757 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 6,929,517 | 4,084,122 | 2,987,210 |
Common Stock, Shares, Outstanding | 6,929,517 | 4,084,122 | 2,987,210 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
REVENUES (*): | ||||||||||
Revenues | $ 274 | $ 34 | $ 298 | $ 74 | $ 491 | [1] | $ 309 | [1] | $ 391 | [1] |
COST OF REVENUES: | ||||||||||
Cost of revenues | 407 | 151 | 610 | 281 | 994 | 542 | 221 | |||
Gross Profit (Loss) | (133) | (117) | (312) | (207) | (503) | (233) | 170 | |||
Research and development expenses | 421 | 115 | 754 | 370 | 725 | 274 | 183 | |||
Sales and marketing expenses | 148 | 136 | 293 | 188 | 443 | 183 | 270 | |||
General and administrative expenses | 1,395 | 568 | 2,328 | 1,680 | 3,035 | 1,117 | 240 | |||
Operating loss | (2,097) | (936) | (3,687) | (2,445) | (4,706) | (1,807) | (523) | |||
Financing income (expenses), net | 9 | (34) | (7) | 62 | 41 | (20) | ||||
Loss before taxes on income | (2,088) | (970) | (3,694) | (2,383) | (4,665) | (1,827) | (523) | |||
Taxes on income | (2) | (2) | (1) | |||||||
Net Loss | $ (2,088) | $ (970) | $ (3,694) | $ (2,383) | $ (4,667) | $ (1,829) | $ (524) | |||
Net loss per ordinary share (basic and diluted, USD) | $ (0.31) | $ (0.28) | $ (0.67) | $ (0.73) | $ (1.32) | $ (1.02) | $ (0.29) | |||
Weighted average ordinary shares (basic and diluted, in thousands) | 6,724 | 3,431 | 5,480 | 3,243 | 3,529 | 1,799 | 1,792 | |||
Product [Member] | ||||||||||
REVENUES (*): | ||||||||||
Revenues | $ 274 | $ 34 | $ 298 | $ 74 | $ 491 | $ 188 | $ 174 | |||
COST OF REVENUES: | ||||||||||
Cost of revenues | $ 407 | $ 151 | $ 610 | $ 281 | 994 | 421 | 104 | |||
Service [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 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Parent Company Deficit [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2017 | $ 2 | $ (2) | $ (117) | $ (117) | |
Beginning balance, shares at Dec. 31, 2017 | 1,792 | ||||
Net transfer from Parent Company | 523 | 523 | |||
Net loss | (524) | (524) | |||
Ending balance, value at Dec. 31, 2018 | $ 2 | (2) | (118) | (118) | |
Ending balance, shares at Dec. 31, 2018 | 1,792 | ||||
Stock based compensation | 27 | 27 | |||
Net transfer from Parent Company | 514 | 514 | |||
Net loss | (189) | (1,640) | (1,829) | ||
Consummation of the carve-out | 207 | (207) | |||
Capital contribution from Parent Company | 720 | 720 | |||
Sale of assets to Parent Company | 168 | 168 | |||
Effect of reverse recapitalization | $ 1 | 3,039 | 3,040 | ||
Effect of reverse recapitalization, shares | 1,195 | ||||
Ending balance, value at Dec. 31, 2019 | $ 3 | 4,159 | (1,640) | 2,522 | |
Ending balance, shares at Dec. 31, 2019 | 2,987 | ||||
Issuance of shares and warrants | $ 1 | 2,857 | 2,858 | ||
Issuance of shares and warrants,shares | 677 | ||||
Stock based compensation | 871 | 871 | |||
Conversion of a loan from Parent company | 381 | 381 | |||
Conversion of a loan from Parent company, shares | 87 | ||||
Net loss | (2,383) | (2,383) | |||
Ending balance, value at Jun. 30, 2020 | $ 4 | 8,268 | (4,023) | 4,249 | |
Ending balance, shares at Jun. 30, 2020 | 3,751 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 3 | 4,159 | (1,640) | 2,522 | |
Beginning balance, shares at Dec. 31, 2019 | 2,987 | ||||
Issuance of shares and warrants | $ 1 | 2,857 | 2,858 | ||
Issuance of shares and warrants,shares | 677 | ||||
Exercise of warrants | 1,729 | 1,729 | |||
Exercise of warrants, shares | 333 | ||||
Stock based compensation | 1,141 | 1,141 | |||
Conversion of a loan from Parent company | 381 | 381 | |||
Conversion of a loan from Parent company, shares | 87 | ||||
Net loss | (4,667) | (4,667) | |||
Ending balance, value at Dec. 31, 2020 | $ 4 | 10,267 | (6,307) | 3,964 | |
Ending balance, shares at Dec. 31, 2020 | 4,084 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 3 | 5,769 | (3,053) | 2,719 | |
Beginning balance, shares at Mar. 31, 2020 | 3,205 | ||||
Issuance of shares and warrants | $ 1 | 1,948 | 1,949 | ||
Issuance of shares and warrants,shares | 459 | ||||
Stock based compensation | 170 | 170 | |||
Conversion of a loan from Parent company | 381 | 381 | |||
Conversion of a loan from Parent company, shares | 87 | ||||
Net loss | (970) | (970) | |||
Ending balance, value at Jun. 30, 2020 | $ 4 | 8,268 | (4,023) | 4,249 | |
Ending balance, shares at Jun. 30, 2020 | 3,751 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 4 | 10,267 | (6,307) | 3,964 | |
Beginning balance, shares at Dec. 31, 2020 | 4,084 | ||||
Issuance of shares and warrants | $ 2 | 19,116 | 19,118 | ||
Issuance of shares and warrants,shares | 2,469 | ||||
Exercise of warrants | $ 1 | 2,458 | 2,459 | ||
Exercise of warrants, shares | 375 | ||||
Stock based compensation | 635 | 635 | |||
Round up of shares due to reverse stock split | |||||
Round up of shares due to reverse stock split, shares | 1 | ||||
Net loss | (3,694) | (3,694) | |||
Ending balance, value at Jun. 30, 2021 | $ 7 | 32,476 | (10,001) | 22,482 | |
Ending balance, shares at Jun. 30, 2021 | 6,929 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 7 | 30,242 | (7,913) | 22,336 | |
Beginning balance, shares at Mar. 31, 2021 | 6,699 | ||||
Exercise of warrants | 1,678 | 1,678 | |||
Exercise of warrants, shares | 229 | ||||
Stock based compensation | 556 | 556 | |||
Round up of shares due to reverse stock split, shares | 1 | ||||
Net loss | (2,088) | (2,088) | |||
Ending balance, value at Jun. 30, 2021 | $ 7 | $ 32,476 | $ (10,001) | $ 22,482 | |
Ending balance, shares at Jun. 30, 2021 | 6,929 |
Interim Condensed Conolidated S
Interim Condensed Conolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ (2,088) | $ (970) | $ (3,694) | $ (2,383) | $ (4,667) | $ (1,829) | $ (524) |
Adjustments to reconcile net loss to net cash used in operations: | |||||||
Depreciation | 22 | 16 | 39 | 27 | 66 | 6 | 5 |
Share based compensation | 556 | 155 | 635 | 837 | 1,107 | 27 | 25 |
Loss (Profit) from exchange differences on cash and cash equivalents | (16) | 12 | (4) | (84) | (85) | 5 | |
Other non-cash items | (56) | (25) | (56) | 14 | 4 | (10) | 1 |
CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: | |||||||
Accounts receivables | (49) | (14) | (43) | (4) | 5 | 68 | (85) |
Inventory | 200 | (177) | 99 | (302) | 693 | (819) | (25) |
Other current assets | (404) | (201) | (509) | (254) | (270) | (16) | (62) |
Accounts payables | (189) | 128 | 224 | 133 | 44 | 16 | |
Contract fulfilment assets | (140) | (380) | (1,130) | ||||
Contract liabilities | (126) | 126 | 537 | 170 | 346 | 302 | 192 |
Accrued compensation expenses | 140 | 60 | 60 | 36 | 72 | 166 | (13) |
Medigus | 14 | (95) | 60 | (111) | (15) | (73) | |
Other accrued expenses | (144) | (155) | (22) | (356) | (357) | 358 | 32 |
Net cash flows used in operating activities | (2,280) | (1,140) | (3,054) | (2,277) | (4,187) | (1,799) | (454) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchase of property and equipment | (53) | (36) | (170) | (221) | (276) | (52) | |
Change in severance pay asset | (3) | 4 | |||||
Net cash flows used in investing activities | (53) | (36) | (170) | (221) | (276) | (55) | 4 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from issuance of shares and warrants | 9,618 | 1,949 | 19,118 | 2,858 | 2,858 | ||
Loan repayment to Medigus | (81) | ||||||
Proceeds from exercise of warrants | 1,723 | 2,504 | 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 | 11,341 | 1,949 | 21,622 | 2,777 | 4,506 | 5,104 | 450 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 9,008 | 773 | 18,398 | 279 | 43 | 3,250 | |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 12,751 | 2,847 | 3,373 | 3,245 | 3,245 | ||
PROFIT (LOSS) FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | 16 | (12) | 4 | 84 | 85 | (5) | |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 21,775 | 3,608 | 21,775 | 3,608 | 3,373 | 3,245 | |
Non cash activities | |||||||
Medigus loan settled against Medigus receivable | 41 | 41 | |||||
Conversion of a loan from Medigus | 381 | 381 | $ 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 | ||||||
Issuance expenses | $ 45 | $ 45 |
GENERAL
GENERAL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | NOTE 1 – GENERAL a ScoutCam Inc. (the “Company”), formally known as Intellisense Solutions Inc. (Intellisense), was incorporated under the laws of the State of Nevada on March 22, 2013 . 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. (“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 no 1,000,000 no 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% 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. As of June 30, 2021 Medigus holds approximately 28 “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. SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL b. On August 9, 2021, the Company amended its Articles of Incorporation to effect a 9 to 1 reverse stock split As a result of the reverse stock split, every 9 shares of the Company’s outstanding Common Stock prior to the effect of that amendment was combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The number of authorized capital of the Company’s Common Stock and par value of the shares remained unchanged. All share, stock option and per share information in these condensed consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis. c . Since incorporation through June 30, 2021, the Group has an accumulated deficit of approximately $ 10 million and its activities have been funded mainly by its shareholders. The management believes the Group’s cash and cash resources as of June 30, 2021, will allow the Group to fund its operating plan through more than 12 months from the date of issuance of these financial statements. 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. d. 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 June 30, 2021. These estimates may change, as new events occur and additional information is obtained. | 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 1,000,000 no 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% 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL : b. During the year ended December 31, 2020, the Group incurred a loss of USD 4,667 4,187 Since the date of initial issuance of these financial statements, the Group, as discussed in Note 13c, has completed an issuance of its common stocks and warrants. Therefore, the conditions that raised substantial doubt about whether the Group will continue as a going concern no longer exist. 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. On August 9, 2021, the Company amended its Articles of Incorporation to effect a 9 to 1 reverse stock split As a result of the reverse stock split, every 9 shares of the Company’s outstanding Common Stock prior to the effect of that amendment was combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The number of authorized capital of the Company’s Common Stock and par value of the shares remained unchanged. All share, stock option and per share information in these consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis. d. 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the 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. SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : 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 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: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES % 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 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : 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 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
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 1,792,329 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 437,344 shares of common stock $ 0.001 par value, of which 150,299 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, 379,269 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 5.355 per share during the 12 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 8.037 per share during the 18 month period from the date of issuance. During 2020, 332,551 Warrants A were exercised. 46,718 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 1,194,881 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 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
INVENTORY
INVENTORY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | NOTE 6 – INVENTORY Composed as follows: SCHEDULE OF INVENTORY June 30, December 31, 2021 2020 USD in thousands Raw materials and supplies 145 45 Finished goods - 278 Inventory write downs - (79 ) Inventory net 145 244 During the period ended June 30, 2021, no SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 4 - INVENTORY Composed as follows: SCHEDULE OF INVENTORY 2020 2019 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 ) - Inventory net 244 900 During the year ended 2019, no |
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: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET 2020 2019 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 Property, plant and equipment, gross 408 132 Less: accumulated deprecation (139 ) (73 ) Total property and equipment, net 269 59 Depreciation expenses were USD 66 6 5 |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
OTHER ACCRUED EXPENSES | NOTE 6 – OTHER ACCRUED EXPENSES SCHEDULE OF OTHER ACCRUED EXPENSES 2020 2019 December 31, 2020 2019 USD in thousands Unpaid recapitalization transaction costs - 89 IRS (see note 7b) 73 73 Accrued expenses 122 390 Other accrued expenses 195 552 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
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 b. ScoutCam Inc. did not timely file its tax return for 2013-2014 and therefore the IRS imposed penalties in the amount of $ 60 73 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 Medigus cost; (6) CFO services at a sum of 50% of Medigus company CFO employer cost; (7) every direct expense of ScoutCam Ltd. that is paid by Medigus 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 SCHEDULE OF BALANCES WITH RELATED PARTIES June 30, 2021 December 31, 2020 Medigus receivable - 47 Medigus payable 13 - | 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 73 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 $150,000 of the annual premium.; (6) CFO services at a sum of 50% of Parent Company CFO employer cost; (7) every direct expense of the Subsidiary that is paid by the Parent Company in its entirety subject to approval of such direct expenses in advance; and (7) any other mutual expense that is borne by the parties according to the respective portion of the mutual expense. The total net expenses for year ended December 31, 2020 amounted to USD 143 47 In addition, ScoutCam’s employees provide support services to Medigus. For additional information see note 11b. b. On June 3, 2019, the Parent Company executed a capital contribution with ScoutCam whereby it paid an aggregate amount of USD 720 c. On July 31, 2019, ScoutCam and Prof. Benad Goldwasser entered into a consulting agreement, whereby Prof. Goldwasser agreed to serve as chairman of the Board of Directors of ScoutCam. The consulting agreement effective retroactively to March 1, 2019, in consideration for, inter alia 10,000 5% d. On August 27, 2019, the Parent Company provided ScoutCam with a line of credit in the aggregate amount of USD 500 4% The repayment of the credit line amount shall be spread over one year in monthly payments beginning January 2020. On June 23, 2020, the Company and Medigus entered into a certain Conversion Side Letter, pursuant to which the Company converted US$ 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$8.712 87,497 43,749 US$5.355 87,497 US$8.037 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 f. During December 2019, the Company entered into a consulting agreement with Shrem Zilberman Group (the “Consultant”) in the amount of USD 165 g. On February 12, 2020, the Company’s Board of Directors authorized the grant of options to purchase 248,411 shares of common stock of the Company to Professor Benad Goldwasser, the Company’s Chairman of the Board, and options to purchase 207,262 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 $ 2.61 . See also note 13b. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – RELATED PARTIES 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 16,025 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 $ 2.61 (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. 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 69,796 shares of common stock to Prof. Benad Goldwasser, Chairman of the Board, and 69,796 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 $ 2.61 . l. On November 11, 2020, the Company’s Board of Directors authorized the grant of options to purchase 16,025 shares of common stock to director of the Company. Each option is exercisable into one share of common stock at an exercise price of $ 3.15 . SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
EQUITY
EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
EQUITY | NOTE 4 – EQUITY Private placement: a. In December 2019, the Company allocated in a private issuance, a total of 379,269 units at a purchase price of USD $ 8.712 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 5.355 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 8.037 per share during the 18 month period following the allocation. In addition, Shrem Zilberman Group Ltd. (the “Consultant”) was 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, 332,551 Warrants A were exercised. 46,718 unexercised Warrants A expired on December 30, 2020. During the second quarter of 2021, 185,271 Warrants B were exercised. 573,256 unexercised Warrants B expired on June 30, 2021. b. On March 3, 2020, the Company issued in a private issuance a total of 108,880 units at a purchase price of USD 8.712 per unit. Each unit was comprised of two shares of common stock par value US$ 0.001 Each Warrant A was exercisable into one share of common stock of the Company at an exercise price of USD 5.355 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 8.037 per share during the 18 month period following the allocation. The gross proceeds from the issuance of all securities offered amounted to approximately USD 948 909 During 2021, all Warrants A were exercised. c. On May 18, 2020, the Company allocated in a private issuance a total of 229,569 units at a purchase price of USD 8.712 per unit. Each unit was comprised of two shares of common stock par value US$ 0.001 Each Warrant A is exercisable into one share of common stock of the Company at an exercise price of USD 5.355 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 8.037 per share during the 24 month period following the allocation. SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The gross proceeds from the issuance of all securities offered amounted to approximately USD 2 1.9 During February 2021, 37,349 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 $ 4.356 , an outstanding line of credit previously extended by Medigus to the ScoutCam, which as of the Conversion Date was $ 381,136 , into (a) 87,497 shares of the Company’s common stock, (b) warrants to purchase 43,749 shares of common stock with an exercise price of $ 5.355 (Warrant A), and (c) warrants to purchase 87,497 shares of common stock with an exercise price of $ 8.037 (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 5.355 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 8.037 per share during the 18 months period following the allocation. During June 2021, all Warrants A were exercised. e. On March 22, 2021, the Company undertook to issue to certain investors (the “Investors”) 2,469,156 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 USD 10.35 per share (the “Warrant March 2021” and the “Exercise Price”). Each Warrant is exercisable until March 31, 2026 . Pursuant to the terms of the Warrant March 2021, following April 1, 2024, if the closing price of the common stock equals 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 June 30, 2021, the Company had the following outstanding warrants to purchase common stock : SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Per Share ($) Number of Shares of common stock Underlying Warrants Medigus Warrant December 30, 2019 December 30, 2022 - (*) 298,722 Warrant B March 3, 2020 September 3, 2021 8.037 217,727 Warrant A May 18, 2020 November 18, 2021 5.355 192,220 Warrant B May 18, 2020 May 18, 2022 8.037 459,137 Warrant B June 23, 2020 December 23, 2021 8.037 87,497 Warrant March 2021 March 29, 2021 March 31, 2026 10.350 2,469,156 3,724,459 (*) 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 298,722 shares of the Company’s common stock, which represents 10 % of the Company’s issued and outstanding share capital as of the Exchange Agreement. SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY Share-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 580,890 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 64,099 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 401,950 shares of common stock. During the second quarter of 2021, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional 777,778 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 six months ended June 30, 2021, the Company granted 567,687 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: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Six months ended June 30, 2021 Underlying value of ordinary shares ($) 7.65 - 10.35 Exercise price ($) 2.61 - 7.20 Expected volatility (%) 45.80% - 47.44 % Term of the options (years) 7 Risk-free interest rate 0.78 1.33 % The cost of the benefit embodied in the options granted during the six months ended June 30, 2021, based on their fair value as at the grant date, is estimated to be approximately $ 3,784 thousands. These amounts will be recognized in statements of operations over the vesting period. SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY The following table summarizes stock option activity for the six months ended June 30, 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY For the Six months ended June 30, 2021 Amount of options Weighted average exercise price $ Outstanding at beginning of period 737,049 2.61 Granted 567,687 4.09 Cancelled (87,934 ) 2.61 Outstanding at end of period 1,216,802 3.30 Vested at end of period 349,095 2.61 The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES Six months ended June 30, 2021 USD in thousands Cost of revenues 9 Research and development 165 Sales and marketing 11 General and administrative 450 Total expenses 635 SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 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 379,269 units at a purchase price of USD $ 8.712 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 5.355 12 one 8.037 18 In addition, Shrem Zilberman Group Ltd. (the “Consultant”) will be entitled to receive the amount representing 3% $2 250,000 During 2020, 332,551 Warrants A were exercised. 46,718 unexercised Warrants A expired on December 30, 2020. During the second quarter of 2021, 185,271 573,256 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY b. On March 3, 2020, the Company issued in a private issuance a total of 108,880 units at a purchase price of USD $ 8.712 per unit. Each unit was comprised of two shares of common stock par value US$ 0.001 Each Warrant A was exercisable into one share of common stock of the Company at an exercise price of USD 5.355 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 8.037 per share during the 18 month period following the allocation. The gross proceeds from the issuance of all securities offered amounted to approximately USD 948 909 During 2021, 108,880 Warrants A were exercised. c. On May 18, 2020, the Company allocated in a private issuance a total of 229,569 units at a purchase price of USD $ 8.712 per unit. Each unit was comprised of two shares of common stock par value US$ 0.001 Each Warrant A is exercisable into one share of common stock of the Company at an exercise price of USD 5.355 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 8.037 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 1.9 During February 2021, 37,349 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 $ 4.356 , an outstanding line of credit previously extended by Medigus to the Subsidiary, which as of the Conversion Date was $ 381,136 , into (a) 87,497 shares of the Company’s common stock, (b) warrants to purchase 43,749 shares of common stock with an exercise price of $ 5.355 (Warrant A), and (c) warrants to purchase 87,497 shares of common stock with an exercise price of $ 8.037 (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 5.355 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 8.037 per share during the 18 months period following the allocation. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY As of December 31, 2020, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Number of Shares Warrant Medigus December 30, 2019 December 30, 2022 - ) 298,722 Warrant B December 30, 2019 June 30, 2021 8.037 758,527 Warrant A March 3, 2020 March 3, 2021 5.355 108,880 Warrant B March 3, 2020 September 3, 2021 8.037 217,727 Warrant A May 18, 2020 November 18, 2021 5.355 229,569 Warrant B May 18 2020 May 18, 2022 8.037 459,137 Warrant A June 23, 2020 June 23, 2021 5.355 43,749 Warrant B June 23,2020 December 23, 2021 8.037 87,497 2,203,808 (*) If ScoutCam. achieves an aggregate amount of $ 33 three 298,722 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 580,890 64,099 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 401,950 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 485,282 one 0.001 $ 261 On March 15, 2020, the Company granted 64,100 one 0.001 $ 261 On June 22, 2020, the Company granted 171,642 one 0.001 $ 2.61 On November 11, 2020, the Company granted 16,025 one 0.001 $ 3.15 Options granted generally have a contractual term of 7 3 4 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY Stock Option Activity The following summarizes stock option activity: SCHEDULE OF STOCK OPTIONS 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 737,049 2.61 Outstanding - December 31, 2020 737,049 2.61 6.23 2,446 Options Exercisable - December 31, 2020 215,742 2.61 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 SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Year ended December 31, 2020 Underlying value of ordinary shares ($) 4.014 - 7.200 Exercise price ($) 2.61- 3.15 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 1.2 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
REVENUES
REVENUES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 June 30, 2021 and December 31, 2020 were as follows: SCHEDULE OF CONTRACT FULFILLMENT ASSETS June 30, December 31, 2021 2020 USD in thousands Contract fulfillment assets 1,510 1,130 Contract liabilities 1,385 848 Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of June 30, 2021, the total RPO amounted to $ 2.7 million, which the Company expects to recognize over the expected manufacturing term of the product under development. | NOTE 10 - REVENUES a. Contract fulfillment assets: The Company’s contract fulfillment assets as of December 31, 2020: SCHEDULE OF CONTRACT FULFILLMENT ASSETS 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: SCHEDULE OF CONTRACT LIABILITIES 2020 2019 2018 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 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 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 – REVENUES 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 |
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: SCHEDULE 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): SCHEDULE OF MAJOR CUSTOMERS BREAKDOWN OF COMPANY'S REVENUE 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 - SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
LEASES | NOTE 3 – LEASES ScoutCam leases office and vehicles under operating leases. On June 30, 2021, the Group’s ROU assets and lease liabilities for operating leases totaled $ 385 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. In March 2021, ScoutCam entered into a lease agreement for additional office space in Omer, Israel. The agreement is until December 31, 2023. ScoutCam holds the right to terminate these agreements by December 31, 2022. Monthly lease payments under the agreements are approximately $ 12 thousand. Lease expenses recorded in the interim consolidated statements of operations were $ 49 thousand for the six months ended June 30, 2021. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES Six months ended USD in thousands Cash payments for operating leases 49 Total lease expenses 49 As of June 30, 2021, the Company’s operating leases had a weighted average remaining lease term of 1.52 years and a weighted average discount rate of 10 %. Future lease payments under operating leases as of June 30, 2021 were as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2021 100 2022 183 2023 149 Total future lease payments 432 Less imputed interest (47 ) Total lease liability balance 385 Total future lease payments 432 SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 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: SCHEDULE OF LEASE EXPENSES 2020 2019 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: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 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: SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES 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: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands Remainder of 2021 2021 63 2022 47 2023 8 Total undiscounted lease payments 118 Less: Imputed interest (11 ) Total lease liabilities 107 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS 1. On August 9, 2021, the Company amended its Articles of Incorporation to effect a 9 to 1 reverse stock split All share, stock option and per share information in these condensed consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis. 2. On July 27, 2021, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital as of July 7, 2021 approved an additional amendment to the Company’s Articles of Incorporation (the “Staggered Board Certificate of Amendment”) in order to effect the implementation of a staggered board structure. | 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 0.001 300,000,000 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”) 2,469,156 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$ 10.35 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. d. On August 9, 2021, the Company amended its Articles of Incorporation to effect a 9 to 1 reverse stock split All share, stock option and per share information in these consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 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. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : | |
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. | 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 | |
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: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES % 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 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : | |
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 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : | |
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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES | |
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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
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. | |
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. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES | SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES % 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | Composed as follows: SCHEDULE OF INVENTORY June 30, December 31, 2021 2020 USD in thousands Raw materials and supplies 145 45 Finished goods - 278 Inventory write downs - (79 ) Inventory net 145 244 | SCHEDULE OF INVENTORY 2020 2019 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 ) - Inventory net 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: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET 2020 2019 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 Property, plant and equipment, gross 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 | SCHEDULE OF OTHER ACCRUED EXPENSES 2020 2019 December 31, 2020 2019 USD in thousands Unpaid recapitalization transaction costs - 89 IRS (see note 7b) 73 73 Accrued expenses 122 390 Other accrued expenses 195 552 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK | As of June 30, 2021, the Company had the following outstanding warrants to purchase common stock : SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Per Share ($) Number of Shares of common stock Underlying Warrants Medigus Warrant December 30, 2019 December 30, 2022 - (*) 298,722 Warrant B March 3, 2020 September 3, 2021 8.037 217,727 Warrant A May 18, 2020 November 18, 2021 5.355 192,220 Warrant B May 18, 2020 May 18, 2022 8.037 459,137 Warrant B June 23, 2020 December 23, 2021 8.037 87,497 Warrant March 2021 March 29, 2021 March 31, 2026 10.350 2,469,156 3,724,459 (*) 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 298,722 shares of the Company’s common stock, which represents 10 % of the Company’s issued and outstanding share capital as of the Exchange Agreement. | As of December 31, 2020, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Number of Shares Warrant Medigus December 30, 2019 December 30, 2022 - ) 298,722 Warrant B December 30, 2019 June 30, 2021 8.037 758,527 Warrant A March 3, 2020 March 3, 2021 5.355 108,880 Warrant B March 3, 2020 September 3, 2021 8.037 217,727 Warrant A May 18, 2020 November 18, 2021 5.355 229,569 Warrant B May 18 2020 May 18, 2022 8.037 459,137 Warrant A June 23, 2020 June 23, 2021 5.355 43,749 Warrant B June 23,2020 December 23, 2021 8.037 87,497 2,203,808 (*) If ScoutCam. achieves an aggregate amount of $ 33 three 298,722 10% of the Company’s issued and outstanding share capital as of the Exchange Agreement. |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table summarizes stock option activity for the six months ended June 30, 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY For the Six months ended June 30, 2021 Amount of options Weighted average exercise price $ Outstanding at beginning of period 737,049 2.61 Granted 567,687 4.09 Cancelled (87,934 ) 2.61 Outstanding at end of period 1,216,802 3.30 Vested at end of period 349,095 2.61 | The following summarizes stock option activity: SCHEDULE OF STOCK OPTIONS 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 737,049 2.61 Outstanding - December 31, 2020 737,049 2.61 6.23 2,446 Options Exercisable - December 31, 2020 215,742 2.61 6.12 718 |
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: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Six months ended June 30, 2021 Underlying value of ordinary shares ($) 7.65 - 10.35 Exercise price ($) 2.61 - 7.20 Expected volatility (%) 45.80% - 47.44 % Term of the options (years) 7 Risk-free interest rate 0.78 1.33 % | SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Year ended December 31, 2020 Underlying value of ordinary shares ($) 4.014 - 7.200 Exercise price ($) 2.61- 3.15 Expected volatility (%) 43.35% 45.00 % Term of the options (years) 7 Risk-free interest rate (%) 0.54% 1.55 % |
SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES | The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES Six months ended June 30, 2021 USD in thousands Cost of revenues 9 Research and development 165 Sales and marketing 11 General and administrative 450 Total expenses 635 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
SCHEDULE OF CONTRACT FULFILLMENT ASSETS | The Company’s contract fulfillment assets and contract liabilities as of June 30, 2021 and December 31, 2020 were as follows: SCHEDULE OF CONTRACT FULFILLMENT ASSETS June 30, December 31, 2021 2020 USD in thousands Contract fulfillment assets 1,510 1,130 Contract liabilities 1,385 848 | The Company’s contract fulfillment assets as of December 31, 2020: SCHEDULE OF CONTRACT FULFILLMENT ASSETS 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: SCHEDULE OF CONTRACT LIABILITIES 2020 2019 2018 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: SCHEDULE 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): SCHEDULE OF MAJOR CUSTOMERS BREAKDOWN OF COMPANY'S REVENUE 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
SCHEDULE OF LEASE EXPENSES | The components of lease expenses during the periods presented were as follows: SCHEDULE OF LEASE EXPENSES 2020 2019 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 was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES Six months ended USD in thousands Cash payments for operating leases 49 Total lease expenses 49 | Supplemental cash flow information related to operating leases during the period presented was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 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: SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES 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 | SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2021 100 2022 183 2023 149 Total future lease payments 432 Less imputed interest (47 ) Total lease liability balance 385 Total future lease payments 432 | The maturities of lease liabilities under operating leases as of December 31, 2020 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands Remainder of 2021 2021 63 2022 47 2023 8 Total undiscounted lease payments 118 Less: Imputed interest (11 ) Total lease liabilities 107 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF BALANCES WITH RELATED PARTIES | Balances with related parties SCHEDULE OF BALANCES WITH RELATED PARTIES June 30, 2021 December 31, 2020 Medigus receivable - 47 Medigus payable 13 - |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 09, 2021 | Sep. 16, 2019 | Sep. 16, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Jan. 03, 2019 | Jan. 03, 2013 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, shares issued | 6,929,517 | 6,929,517 | 4,084,122 | 2,987,210 | |||||||||
Net Income (Loss) Attributable to Parent | $ 2,088 | $ 970 | $ 3,694 | $ 2,383 | $ 4,667 | $ 1,829 | $ 524 | ||||||
Net cash used in operating activities | 2,280 | $ 1,140 | 3,054 | $ 2,277 | 4,187 | 1,799 | $ 454 | ||||||
Retained Earnings (Accumulated Deficit) | $ 10,001 | $ 10,001 | $ 6,307 | $ 1,640 | |||||||||
Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Reverse stock split | 9 to 1 reverse stock split | ||||||||||||
Securities Exchange Agreement [Member] | Medigus [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 28.00% | 28.00% | |||||||||||
Medigus Ltd [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000,000 | ||||||||||
Common stock, par value | $ 0 | $ 0 | |||||||||||
ScoutCam Ltd., [Member] | Securities Exchange Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
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 298,722 additional shares of Company’s common stock. | 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”). | |||||||||||
Equity ownership percentage | 100.00% | 100.00% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment annual depreciation rates | 10.00% |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment annual depreciation rates | 15.00% |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment annual depreciation rates | 10.00% |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment annual depreciation rates | 33.00% |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life description | Over the shorter of the lease term (including options if any) or useful life |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Monthly salary percentage | 8.33% |
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 | Jun. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2020shares | Jun. 23, 2020$ / sharesshares | May 18, 2020$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common stock, shares outstanding | 4,084,122 | 2,987,210 | 2,987,210 | 6,929,517 | 6,929,517 | 4,084,122 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares, Issued | 4,084,122 | 2,987,210 | 2,987,210 | 6,929,517 | 6,929,517 | 4,084,122 | ||||
Common stock shares units | 379,269 | |||||||||
Proceeds from Issuance of Warrants | $ | $ 3,300 | |||||||||
Stock issued during the period, shares | 379,269 | |||||||||
ScoutCam Ltd., [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ | $ 3,040 | $ 3,040 | ||||||||
Each Warrant A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | 1 | 1 | 1 | 1 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | ||||
Warrants and Rights Outstanding, Term | 12 months | 12 months | 12 months | 12 months | 12 months | 18 months | ||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 332,551 | |||||||||
Class of Warrant or Right, Outstanding | 46,718 | |||||||||
Each Warrant B [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | 1 | 1 | 1 | 1 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | ||||
Warrants and Rights Outstanding, Term | 18 months | 18 months | 18 months | 18 months | 18 months | 24 months | ||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 185,271 | 185,271 | ||||||||
Class of Warrant or Right, Outstanding | 573,256 | 573,256 | ||||||||
Convertible Notes Payable [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common stock, shares outstanding | 437,344 | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||
Exchange Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Recapitalization shares issued | 1,792,329 | |||||||||
Stock issued during the period, shares | 1,194,881 | |||||||||
Reverse recapitalization adjusted for exchange ratio | 8.065 | |||||||||
Recapitalization [Member] | Convertible Notes Payable [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common Stock, Shares, Issued | 150,299 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 145 | $ 45 | $ 24 |
Work in progress | 316 | ||
Finished goods | 278 | 560 | |
Inventory write downs | (79) | ||
Inventory net | $ 145 | $ 244 | $ 900 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Impairment occurred | $ 0 | $ 0 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 408 | $ 132 | |
Less: accumulated deprecation | (139) | (73) | |
Total property and equipment, net | $ 400 | 269 | 59 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 285 | 87 | |
Leasehold Improvements, Office Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 36 | 25 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 87 | $ 20 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||||||
Depreciation expenses | $ 22 | $ 16 | $ 39 | $ 27 | $ 66 | $ 6 | $ 5 |
SCHEDULE OF OTHER ACCRUED EXPEN
SCHEDULE OF OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | 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 | $ 218 | $ 195 | $ 552 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Federal corporate tax rate | 23.00% |
Effective income tax rate reconciliation, tax cuts and jobs act, percent | 0.21 |
Internal Revenue Service (IRS) [Member] | |
Operating Loss Carryforwards [Line Items] | |
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 ($) | 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 | May 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 03, 2019 |
Entity Listings [Line Items] | |||||||||||||||||
Total expenses | $ 143,000 | $ 329,000 | |||||||||||||||
Future services | $ 47,000 | $ 73,000 | |||||||||||||||
Additional paid in capital | $ 720,000 | ||||||||||||||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | 75,000,000 | 300,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 215,742 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Board of Directors [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 16,025 | 248,411 | |||||||||||||||
Stock Option, Exercise Price, Increase | $ 2.61 | ||||||||||||||||
Management Fee Expense | $ 4,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | ) 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. | ||||||||||||||||
Company Officers [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 207,262 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Stock Option, Exercise Price, Increase | $ 2.61 | ||||||||||||||||
Prof. Benad Goldwasser [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 69,796 | ||||||||||||||||
CEO and Director [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 69,796 | ||||||||||||||||
Stock Option, Exercise Price, Increase | $ 2.61 | ||||||||||||||||
Director [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Common Stock, Shares Authorized | 16,025 | ||||||||||||||||
Stock Option, Exercise Price, Increase | $ 3.15 | ||||||||||||||||
Consulting agreement [Member] | Benad Goldwasser [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Debt instrument, periodic payment | $ 10,000 | ||||||||||||||||
Fully-diluted share capital percentage | 5.00% | ||||||||||||||||
Medigus Ltd [Member] | Intercompany Agreement [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
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 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 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 | |||||||||||||||
[custom:ExternalAccountantServicePrice] | $ 6,000,000 | ||||||||||||||||
Medigus Ltd [Member] | Amended and Restated Intercompany Services Agreement [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Intercompany agreement description | 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] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Line of credit | $ 500,000 | ||||||||||||||||
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] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Sale of assets to parent company | $ 168,000 | ||||||||||||||||
Medigus and ScoutCam Ltd. [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 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 | ||||||||||||||||
Medigus and ScoutCam Ltd. [Member] | Intercompany Agreement [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Services agreement description | 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. | ||||||||||||||||
Medigus and ScoutCam Ltd. [Member] | Voting Agreement [Member] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
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] | |||||||||||||||||
Entity Listings [Line Items] | |||||||||||||||||
Total expenses | $ 165,000 |
SCHEDULE OF STOCK WARRANTS OUTS
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Mar. 03, 2020 | ||
Warrant Medigus [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | Dec. 30, 2019 | |||
Warrant, Expiration Date | Dec. 30, 2022 | |||
Warrant, Exercise Price Per Share | $ 0 | |||
Warrant, Number of Shares of Common Stock Underlying Warrants | 298,722 | |||
Warrant B [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | Mar. 3, 2020 | Dec. 30, 2019 | ||
Warrant, Expiration Date | Sep. 3, 2021 | Jun. 30, 2021 | ||
Warrant, Exercise Price Per Share | $ 8.037 | $ 8.037 | $ 8.037 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 217,727 | 758,527 | ||
Warrant A [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | May 18, 2020 | Mar. 3, 2020 | ||
Warrant, Expiration Date | Nov. 18, 2021 | Mar. 3, 2021 | ||
Warrant, Exercise Price Per Share | $ 5.355 | $ 5.355 | $ 5.355 | |
Warrant, Number of Shares of Common Stock Underlying Warrants | 192,220 | 108,880 | ||
Warrant B One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | May 18, 2020 | Mar. 3, 2020 | ||
Warrant, Expiration Date | May 18, 2022 | Sep. 3, 2021 | ||
Warrant, Exercise Price Per Share | $ 8.037 | $ 8.037 | ||
Warrant, Number of Shares of Common Stock Underlying Warrants | 459,137 | 217,727 | ||
Warrant A One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | May 18, 2020 | |||
Warrant, Expiration Date | Nov. 18, 2021 | |||
Warrant, Exercise Price Per Share | $ 5.355 | |||
Warrant, Number of Shares of Common Stock Underlying Warrants | 229,569 | |||
Warrant B Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | Jun. 23, 2020 | May 18, 2020 | ||
Warrant, Expiration Date | Dec. 23, 2021 | May 18, 2022 | ||
Warrant, Exercise Price Per Share | $ 8.037 | $ 8.037 | ||
Warrant, Number of Shares of Common Stock Underlying Warrants | 87,497 | 459,137 | ||
Warrant A Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | Jun. 23, 2020 | |||
Warrant, Expiration Date | Jun. 23, 2021 | |||
Warrant, Exercise Price Per Share | $ 5.355 | |||
Warrant, Number of Shares of Common Stock Underlying Warrants | 43,749 | |||
Warrant B Three [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | Jun. 23, 2020 | |||
Warrant, Expiration Date | Dec. 23, 2021 | |||
Warrant, Exercise Price Per Share | $ 8.037 | |||
Warrant, Number of Shares of Common Stock Underlying Warrants | 87,497 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Number of Shares of Common Stock Underlying Warrants | 3,724,459 | 2,203,808 | ||
Medigus Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
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 | 298,722 | |||
Warrant March Two Thousand Twenty One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant, Issuance Date | Mar. 29, 2021 | |||
Warrant, Expiration Date | Mar. 31, 2026 | |||
Warrant, Exercise Price Per Share | $ 10.350 | |||
Warrant, Number of Shares of Common Stock Underlying Warrants | 2,469,156 | |||
[1] | If ScoutCam achieves an aggregate amount of $33 million in sales within the first three years immediately after the Exchange Agreement, the Company will issue to Medigus 298,722 shares of the Company’s common stock, which represents 10 % of the Company’s issued and outstanding share capital as of the Exchange Agreement. |
SCHEDULE OF STOCK WARRANTS OU_2
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK (Details) (Parenthetical) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | |
Entity Listings [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 3.3 | $ 33 | ||
Expected Initial Sales Period | 3 years | 3 years | ||
Medigus Ltd [Member] | Exchange Agreement [Member] | ||||
Entity Listings [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 298,722 | 298,722 | ||
Outstanding Share Capital, Percentage | 10.00% | 10.00% |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Options, Outstanding at beginning of period | 737,049 | ||
Weighted average exercise price, Outstanding at beginning of period | $ 2.61 | ||
Weighted Average Remaining Contractual Term (years), Outstanding at beginning of period | |||
Aggregate Intrinsic Value, Outstanding at beginning of period | $ 2,446 | ||
Options, Granted | 567,687 | 737,049 | |
Weighted average exercise price, Granted | $ 4.09 | $ 2.61 | |
Options, Outstanding at end of period | 1,216,802 | 737,049 | |
Weighted average exercise price, Outstanding at end of period | $ 3.30 | $ 2.61 | |
Weighted Average Remaining Contractual Term (years), Outstanding at end of period | 6 years 2 months 23 days | ||
Aggregate Intrinsic Value, Outstanding at end of period | $ 2,446 | ||
Options, Exercisable at end of period | 215,742 | ||
Weighted average exercise price, Exercisable at end of period | $ 2.61 | ||
Weighted Average Remaining Contractual Term (years), Exercisable at end of period | 6 years 1 month 13 days | ||
Aggregate Intrinsic Value, Exercisable at end of period | $ 718 | ||
Options, Cancelled | (87,934) | ||
Weighted average exercise price, Cancelled | $ 2.61 | ||
Options, Vested at end of period | 349,095 | ||
Weighted average exercise price, Vested at end of period | $ 2.61 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Term of the options (years) | 7 years | 7 years |
Minimum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Underlying value of ordinary shares | $ 7.65 | $ 4.014 |
Exercise price | $ 2.61 | $ 2.61 |
Expected volatility | 45.80% | 43.35% |
Risk-free interest rate | 0.78% | 0.54% |
Maximum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Underlying value of ordinary shares | $ 10.35 | $ 7.200 |
Exercise price | $ 7.20 | $ 3.15 |
Expected volatility | 47.44% | 45.00% |
Risk-free interest rate | 1.33% | 1.55% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Mar. 22, 2021 | Nov. 11, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | Jun. 22, 2020 | May 18, 2020 | Mar. 15, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Feb. 12, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 20, 2021 | Dec. 30, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 379,269 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 8.712 | $ 8.712 | |||||||||||||||||||||
Number of common stock | 2 | 2 | |||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 3,300,000 | $ 33,000,000 | |||||||||||||||||||||
Proceeds from exercise of warrant | $ 1,723,000 | $ 2,504,000 | $ 1,729,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 567,687 | 737,049 | |||||||||||||||||||||
Weighted-average grant date fair value | $ 4.09 | $ 2.61 | |||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Weighted-average grant date fair value | $ 0.27 | ||||||||||||||||||||||
Stock option award cost not yet recognized | $ 600,000 | ||||||||||||||||||||||
Stock option award weighted average period | 1 year 2 months 12 days | ||||||||||||||||||||||
2020 Share Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of common stock | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 16,025 | 171,642 | 64,100 | 485,282 | 567,687 | ||||||||||||||||||
Stock Option, Exercise Price, Increase | $ 3.15 | $ 2.61 | $ 261 | $ 261 | |||||||||||||||||||
Stock option granted contractual term | 7 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 3,784,000 | ||||||||||||||||||||||
2020 Share Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||||||
2020 Share Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock option vested term | 4 years | ||||||||||||||||||||||
Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.356 | ||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant exercise price percentage | 3.00% | 3.00% | |||||||||||||||||||||
Proceeds from exercise of warrant | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||
Number of common stock value | $ 250,000,000 | $ 250,000 | |||||||||||||||||||||
Employees, Consultants, Directors and Other Service Providers [Member] | 2020 Share Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 580,890 | ||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Option, Exercise Price, Increase | $ 2.61 | ||||||||||||||||||||||
Stock option vested term | 2 years | ||||||||||||||||||||||
Board of Directors [Member] | 2020 Share Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 401,950 | 401,950 | 64,099 | 64,099 | 777,778 | ||||||||||||||||||
Board of Directors [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||
Investors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,469,156 | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ 20,000,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.35 | ||||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Mar. 31, 2026 | ||||||||||||||||||||||
[custom:WarrantsDescription] | Pursuant to the terms of the Warrant March 2021, following April 1, 2024, if the closing price of the common stock equals 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. | ||||||||||||||||||||||
Each Warrant A [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 12 months | 18 months | 12 months | 12 months | 12 months | ||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 332,551 | ||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 46,718 | ||||||||||||||||||||||
Each Warrant B [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 18 months | 24 months | 18 months | 18 months | 18 months | ||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 185,271 | 185,271 | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 573,256 | 573,256 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 229,569 | 108,880 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 8.712 | $ 8.712 | |||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 2,000,000 | $ 948,000 | |||||||||||||||||||||
Proceeds from issuance of shares net of issuance expense | $ 1,900,000 | $ 909,000 | |||||||||||||||||||||
Warrant [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 43,749 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.355 | ||||||||||||||||||||||
Warrant A [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | |||||||||||||||||||
Warrants and Rights Outstanding, Term | 12 months | ||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 37,349 | ||||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Nov. 18, 2021 | Nov. 18, 2021 | Mar. 3, 2021 | ||||||||||||||||||||
Warrant A [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 43,749 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.355 | ||||||||||||||||||||||
Warrant A [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 37,349 | ||||||||||||||||||||||
Warrant B [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | |||||||||||||||||||
Warrants and Rights Outstanding, Term | 18 months | ||||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Sep. 3, 2021 | Sep. 3, 2021 | Jun. 30, 2021 | ||||||||||||||||||||
Warrant B [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 87,497 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.037 | ||||||||||||||||||||||
Warrants A [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 108,880 | ||||||||||||||||||||||
Common Stock [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 381,136 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 87,497 | ||||||||||||||||||||||
Warrant One [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 87,497 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.037 |
SCHEDULE OF CONTRACT FULFILLMEN
SCHEDULE OF CONTRACT FULFILLMENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||||
Contract fulfillment assets | $ 1,510 | $ 1,130 | ||
Contract liabilities | $ 1,385 | $ 848 | $ 389 | $ 8 |
SCHEDULE OF CONTRACT LIABILITIE
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 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||||
Deferred revenue | $ 1,385 | $ 848 | $ 389 | $ 8 |
Remaining performance obligations | $ 2,700 | $ 2,900 |
SCHEDULE OF REVENUES WITHIN GEO
SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 274 | $ 34 | $ 298 | $ 74 | $ 491 | [1] | $ 309 | [1] | $ 391 | [1] |
UNITED STATES | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | 418 | 142 | 300 | |||||||
UNITED KINGDOM | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | 41 | 33 | 24 | |||||||
KOREA, REPUBLIC OF | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | 7 | |||||||||
ISRAEL | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | 5 | 67 | 12 | |||||||
Other [Member] | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Revenues | $ 27 | $ 67 | $ 48 | |||||||
[1] | As for revenues related to transaction with the Parent Company – see Note 11 |
SCHEDULE OF MAJOR CUSTOMERS BRE
SCHEDULE OF MAJOR CUSTOMERS BREAKDOWN OF COMPANY'S REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues | $ 274 | $ 34 | $ 298 | $ 74 | $ 491 | [1] | $ 309 | [1] | $ 391 | [1] |
Customer A [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues | 383 | 85 | 134 | |||||||
Customer B [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues | 30 | 92 | ||||||||
Customer C [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues | 41 | 33 | 21 | |||||||
Customer D Parent Company [Member] | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Revenues | $ 5 | $ 36 | ||||||||
[1] | As for revenues related to transaction with the Parent Company – see Note 11 |
SCHEDULE OF LEASE EXPENSES (Det
SCHEDULE OF LEASE EXPENSES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expenses | $ 49 | $ 45 | $ 29 |
Short-term lease expenses | 88 | 60 | |
Total lease expenses | $ 49 | $ 133 | $ 89 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Cash payments for operating leases | $ 49 | $ 45 | $ 29 |
Total lease expenses | $ 49 | $ 133 | $ 89 |
SCHEDULE OF LEASE TERM AND DISC
SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES (Details) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
Weighted-average remaining lease term (in years) | 1 year 6 months 7 days | 1 year 10 months 6 days | 1 year 4 months 24 days |
Weighted-average discount rate | 10.00% | 10.00% | 10.00% |
SCHEDULE OF MATURITIES LEASE LI
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 100 | |
2022 | 183 | $ 63 |
2023 | 149 | 47 |
2023 | 8 | |
Total future lease payments | 432 | 118 |
Less imputed interest | (47) | (11) |
Total lease liability balance | 385 | 107 |
Total future lease payments | $ 432 | $ 118 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Aug. 09, 2021 | Mar. 22, 2021 | Dec. 31, 2019 | Jun. 30, 2021 | Jan. 20, 2021 | Dec. 31, 2020 | Mar. 15, 2020 | Feb. 12, 2020 |
Subsequent Event [Line Items] | ||||||||
Common stock authorized | 75,000,000 | 300,000,000 | 75,000,000 | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of stock issued | 379,269 | |||||||
Board of Directors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock authorized | 16,025 | 248,411 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Reverse stock split | 9 to 1 reverse stock split | |||||||
Subsequent Event [Member] | Investor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of stock issued | 2,469,156 | |||||||
Stock Issued During Period, Value, New Issues | $ 20 | |||||||
Warrant exercise price per share | $ 10.35 | |||||||
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] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock authorized | 225,000,000 | |||||||
Common stock par value | $ 0.001 | |||||||
Increase in authorized ordinary shares | 300,000,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating Lease, Right-of-Use Asset | $ 385 | $ 107 | $ 53 | |
Operating Lease, Payments | 49 | 45 | 29 | |
Operating Lease, Expense | $ 49 | $ 133 | $ 89 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 6 months 7 days | 1 year 10 months 6 days | 1 year 4 months 24 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | 10.00% | 10.00% | |
Lease Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Lessee, Operating 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. In March 2021, ScoutCam entered into a lease agreement for additional office space in Omer, Israel. The agreement is until December 31, 2023. ScoutCam holds the right to terminate these agreements by December 31, 2022. Monthly lease payments under the agreements are approximately $ | |||
Operating Lease, Payments | $ 12 | |||
Operating Lease, Expense | $ 49 |
SCHEDULE OF TOTAL SHARE-BASED P
SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total expenses | $ 556 | $ 155 | $ 635 | $ 837 | $ 1,107 | $ 27 | $ 25 |
Cost of Sales [Member] | |||||||
Total expenses | 9 | ||||||
Research and Development Expense [Member] | |||||||
Total expenses | 165 | ||||||
Selling and Marketing Expense [Member] | |||||||
Total expenses | 11 | ||||||
General and Administrative Expense [Member] | |||||||
Total expenses | $ 450 |
SCHEDULE OF BALANCES WITH RELAT
SCHEDULE OF BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Medigus receivable | $ 47 | |
Medigus payable | $ 13 |