Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-188920 | |
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, Country | IL | |
Entity Address, Postal Zip Code | 8496500 | |
City Area Code | 972 | |
Local Phone Number | 73 370-4691 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,121,737 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 19,725 | $ 3,373 |
Accounts receivable | 19 | 17 |
Inventory | 145 | 244 |
Medigus receivable | 47 | |
Other current assets | 537 | 348 |
Total current assets | 20,426 | 4,029 |
NON-CURRENT ASSETS: | ||
Contract fulfillment assets | 1,634 | 1,130 |
Property and equipment, net | 720 | 269 |
Operating lease right-of-use assets | 406 | 107 |
Severance pay asset | 416 | 360 |
Total non-current assets | 3,176 | 1,866 |
TOTAL ASSETS | 23,602 | 5,895 |
CURRENT LIABILITIES: | ||
Accounts payables | 201 | 79 |
Contract liabilities | 69 | |
Operating lease liabilities - short term | 222 | 60 |
Accrued compensation expenses | 403 | 369 |
Medigus payable | 25 | |
Other accrued expenses | 255 | 195 |
Total current liabilities | 1,106 | 772 |
NON-CURRENT LIABILITIES: | ||
Contract liabilities | 1,377 | 779 |
Operating lease liabilities - long term | 184 | 47 |
Liability for severance pay | 333 | 333 |
Total non-current liabilities | 1,894 | 1,159 |
TOTAL LIABILITIES | 3,000 | 1,931 |
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.001 par value; 300,000,000 and 75,000,000 shares authorized as of September 30, 2021 and December 31, 2020, 6,929,517 and 4,084,122 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 7 | 4 |
Additional paid-in capital | 33,158 | 10,267 |
Accumulated deficit | (12,563) | (6,307) |
TOTAL SHAREHOLDERS’ EQUITY | 20,602 | 3,964 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 23,602 | $ 5,895 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 75,000,000 |
Common stock, shares issued | 6,929,517 | 4,084,122 |
Common stock, shares outstanding | 6,929,517 | 4,084,122 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues – Products | $ 23 | $ 12 | $ 321 | $ 86 |
Cost of revenues – Products | 211 | 153 | 821 | 434 |
Gross Loss | (188) | (141) | (500) | (348) |
Research and development expenses | 596 | 144 | 1,350 | 514 |
Sales and marketing expenses | 179 | 114 | 472 | 302 |
General and administrative expenses | 1,603 | 629 | 3,931 | 2,309 |
Other income | 3 | 3 | ||
Operating loss | (2,563) | (1,028) | (6,250) | (3,473) |
Financing income (expenses), net | 1 | 1 | (6) | 63 |
Loss before taxes on income | (2,562) | (1,027) | (6,256) | (3,410) |
Taxes on income | ||||
Net Loss | $ (2,562) | $ (1,027) | $ (6,256) | $ (3,410) |
Net loss per ordinary share (basic and diluted, USD) | $ (0.37) | $ (0.27) | $ (1.05) | $ (1) |
Weighted average ordinary shares (basic and diluted, in thousands) | 6,930 | 3,752 | 5,968 | 3,414 |
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] | Retained Earnings [Member] | Total |
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 | |||
Stock based compensation | 961 | 961 | ||
Conversion of a loan from Medigus | 381 | 381 | ||
Conversion of a loan from Parent company, shares | 87 | |||
Net loss | (3,410) | (3,410) | ||
Ending balance, value at Sep. 30, 2020 | $ 4 | 8,358 | (5,050) | 3,312 |
Ending balance, shares at Sep. 30, 2020 | 3,751 | |||
Beginning balance, value at Jun. 30, 2020 | $ 4 | 8,268 | (4,023) | 4,249 |
Beginning balance, shares at Jun. 30, 2020 | 3,751 | |||
Stock based compensation | 90 | 90 | ||
Net loss | (1,027) | (1,027) | ||
Ending balance, value at Sep. 30, 2020 | $ 4 | 8,358 | (5,050) | 3,312 |
Ending balance, shares at Sep. 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 | |||
Stock based compensation | 1,317 | 1,317 | ||
Exercise of warrants | $ 1 | 2,458 | 2,459 | |
Exercise of warrants, shares | 375 | |||
Round up shares due to reverse stock split | ||||
Round up shares due to reverse stock split | 1 | |||
Net loss | (6,256) | (6,256) | ||
Ending balance, value at Sep. 30, 2021 | $ 7 | 33,158 | (12,563) | 20,602 |
Ending balance, shares at Sep. 30, 2021 | 6,929 | |||
Beginning balance, value at Jun. 30, 2021 | $ 7 | 32,476 | (10,001) | 22,482 |
Beginning balance, shares at Jun. 30, 2021 | 6,929 | |||
Stock based compensation | 682 | 682 | ||
Net loss | (2,562) | (2,562) | ||
Ending balance, value at Sep. 30, 2021 | $ 7 | $ 33,158 | $ (12,563) | $ 20,602 |
Ending balance, shares at Sep. 30, 2021 | 6,929 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (2,562) | $ (1,027) | $ (6,256) | $ (3,410) |
Adjustments to reconcile net loss to net cash used in operations: | ||||
Depreciation | 24 | 24 | 63 | 51 |
Other non-cash items | (13) | (56) | 1 | |
Share based compensation | 682 | 90 | 1,317 | 927 |
Profit from exchange differences on cash and cash equivalents | (8) | (3) | (12) | (87) |
CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: | ||||
Accounts receivable | 41 | 26 | (2) | 22 |
Inventory | (244) | 99 | (546) | |
Medigus receivable / payable | 12 | 113 | 72 | 2 |
Other current assets | 203 | 55 | (170) | (199) |
Accounts payable | (102) | 13 | 122 | 146 |
Contract fulfilment assets | (124) | (504) | ||
Contract liabilities | (8) | 529 | 529 | 699 |
Accrued compensation expenses | (26) | 42 | 34 | 78 |
Other accrued expenses | 82 | (38) | 60 | (394) |
Net cash flows used in operating activities | (1,786) | (433) | (4,704) | (2,710) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (177) | (28) | (483) | (249) |
Net cash flows used in investing activities | (177) | (28) | (483) | (249) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Loan repayment to Medigus | (81) | |||
Issuance expenses | (95) | (50) | ||
Proceeds from exercise of warrants | 2,459 | |||
Proceeds from issuance of shares and warrants | 19,118 | 2,858 | ||
Net cash flows provided by (used in) financing activities | (95) | 21,527 | 2,777 | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,058) | (461) | 16,340 | (182) |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 21,775 | 3,608 | 3,373 | 3,245 |
PROFIT FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | 8 | 3 | 12 | 87 |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 19,725 | 3,150 | 19,725 | 3,150 |
Non cash activities - | ||||
Right-of-use assets obtained in exchange for operating lease liabilities | 64 | 61 | 423 | 90 |
Increase in property and equipment through a decrease in advances to suppliers | 167 | 31 | ||
Medigus loan settled against Medigus receivable | 41 | |||
Conversion of a loan from Medigus | $ 381 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL a ScoutCam Inc. (the “Company”), formerly known as Intellisense Solutions Inc., (“Intellisense”), was incorporated under the laws of the State of Nevada on March 22, 2013 . The Company was initially engaged in the business of developing web portals to allow companies and individuals to engage in the purchase and sale of vegetarian food products over the Internet. The Company was unable to execute its original business plan, develop significant operations or achieve commercial sales. Prior to the closing of the Securities Exchange Agreement (as defined below), the Company was a “shell company”. ScoutCam Ltd. (“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 Ordinary shares with no par value. On March 2019, ScoutCam issued to Medigus an additional 1,000,000 Ordinary shares with no par value. ScoutCam was incorporated as part of a reorganization of Medigus, which was designed to distinguish ScoutCam’s miniaturized imaging business, or the micro ScoutCam™ portfolio, from Medigus’s other operations and to enable Medigus to form a separate business unit with dedicated resources focused on the promotion of such technology. In December 2019, Medigus and ScoutCam consummated a certain Amended and Restated Asset Transfer Agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to ScoutCam. On September 16, 2019, Intellisense entered into a Securities Exchange Agreement (the “Exchange Agreement”), with Medigus, pursuant to which Medigus assigned, transferred and delivered 100% 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 September 30, 2021, Medigus holds approximately 28% of the Company. “Group” – the Company together with ScoutCam. ScoutCam is a leading provider of image-based platforms. Pioneering the use of its proprietary visualization technology, ScoutCam offers state-of-the-art solutions across a variety of Predictive Maintenance and Condition Based Monitoring markets, thus paving the way for the energy, automotive and aviation industries. ScoutCam’s solutions are based on small and highly resilient cameras, specialized AI analysis and supplementary technologies. 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 and through September 30, 2021, the Group has an accumulated deficit of approximately $ 12.6 million and its activities have been funded mainly by its shareholders. The Company’s management believes the Group’s cash and cash resources as of September 30, 2021, will allow the Group to fund its operating plan for 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 September 30, 2021. These estimates may change, as new events occur and additional information is obtained. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2020. B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. C. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. D. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. E. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements. SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | NOTE 3 – LEASES ScoutCam leases office and vehicles under operating leases. On September 30, 2021, the Group’s ROU assets and lease liabilities for operating leases totaled $ 406 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. 12 Lease expenses recorded in the interim consolidated statements of operations were $ 133 thousand for the nine months ended September 30, 2021. ScoutCam subleases the part of the office space to a third party for approximately $ 3 Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES Nine months ended USD in thousands Cash payments for operating leases 133 Total lease expenses 133 As of September 30, 2021, the Company’s operating leases had a weighted average remaining lease term of 1.53 10% SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2021 61 2022 223 2023 165 2024 3 Total future lease payments 452 Less imputed interest (46 ) Total lease liability balance 406 SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 4 – EQUITY Private placement: a. In December 2019, the Company allocated in a private issuance, a total of 379,269 8.712 two 0.001 3.3 Each Warrant A was exercisable into one 5.355 12 one 8.037 18 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. As of September 30, 2021, holders of the foregoing warrants have exercised in excess of $ 2 250,000 During 2020, 332,551 46,718 During the second quarter of 2021, 185,271 573,256 b. On March 3, 2020, the Company issued in a private issuance a total of 108,880 8.712 Each unit was comprised of two shares of common stock par value US$ 0.001 Each Warrant A was exercisable into one 5.355 12 Each Warrant B is exercisable into one 8.037 18 The gross proceeds from the issuance of all securities offered amounted to approximately USD 948 909 During 2021, all Warrants A were exercised. On September 3, 2021 all Warrants B were expired. c. On May 18, 2020, the Company allocated in a private issuance a total of 229,569 8.712 Each unit was comprised of two 0.001 Each Warrant A is exercisable into one 5.355 18 Each Warrant B is exercisable into one 8.037 24 SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY The gross proceeds from the issuance of all securities offered amounted to approximately USD 2 1.9 During February 2021, 37,349 During November 2021, 192,220 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 $ 4.356 381,136 87,497 43,749 5.355 87,497 8.037 Each Warrant A is exercisable into one 5.355 12 Each Warrant B is exercisable into one 8.037 18 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 20 10.35 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 September 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 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 3,208,010 In additional, If ScoutCam achieves an aggregate amount of $ 33 three years 298,722 10% 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 64,099 401,950 777,778 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 nine months ended September 30, 2021, the Company granted 583,712 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 Nine months ended September 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 1.13 % The cost of the benefit embodied in the options granted during the nine months ended September 30, 2021, based on their fair value as at the grant date, is estimated to be approximately $ 3,909 SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY The following table summarizes stock option activity for the nine months ended September 30, 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY For the Nine months ended September 30, 2021 Amount of options Weighted average exercise price $ Outstanding at beginning of period 737,049 2.62 Granted 583,712 4.05 Cancelled (109,506 ) 2.82 Outstanding at end of period 1,211,255 3.28 Vested at end of period 373,332 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 Nine months ended September 30, 2021 USD in thousands Cost of revenues 26 Research and development 305 Sales and marketing 33 General and administrative 953 Total expenses 1,317 SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 5 – REVENUES Contract fulfillment assets and Contract liabilities: The Company’s contract fulfillment assets and contract liabilities as of September 30, 2021 and December 31, 2020 were as follows: SCHEDULE OF CONTRACT LIABILITIES September 30, 2021 December 31, 2020 USD in thousands Contract fulfillment assets 1,634 1,130 Contract liabilities 1,377 848 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 September 30, 2021, the total RPO amounted to $ 2.7 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 6 – INVENTORY Composed as follows: SCHEDULE OF INVENTORY September 30, 2021 December 31, 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 September 30, 2021, no SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Sep. 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. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8 – RELATED PARTIES On May 30, 2019, ScoutCam Ltd. entered into an intercompany agreement with Medigus (the “Intercompany Agreement”) according to which ScoutCam Ltd. agreed to hire and retain certain services from Medigus. The agreed upon services provided under the Intercompany Agreement included: (1) lease of office space and clean room based on actual space utilized by ScoutCam Ltd. and in shared spaces according to employee ratio; (2) utilities such as electricity water, IT and communication services based on employee ratio; (3) car services, including car rental, gas usage, payment for toll roads based on 100% of expense incurred from a ScoutCam Ltd. employee car; (4) external accountant services at a price of USD 6,000 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 Medigus SCHEDULE OF BALANCES WITH RELATED PARTIES September 30, 2021 December 31, 2020 USD in thousands Medigus receivable - 47 Medigus payable 25 - Transactions with Medigus SCHEDULE OF RELATED PARTY TRANSACTIONS 2021 2020 Nine months ended September 30, 2021 2020 USD in thousands Cost of revenues - 4 Research and development expenses - 5 General and administrative expenses 37 81 |
VAT AUDIT
VAT AUDIT | 9 Months Ended |
Sep. 30, 2021 | |
Vat Audit | |
VAT AUDIT | NOTE 9 – VAT AUDIT On September 30, 2021, following a VAT audit in Israel for years 2019-2021, the Company is deemed to be in debt of approximately NIS 740 thousand, (which is approximately USD 229 thousand) additional taxes. Provision of USD 229 thousand was recorded in these financial statements. The company intends to submit an objection. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Principles of Consolidation | B. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | C. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. |
Significant Accounting Policies | D. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. |
Recent Accounting Pronouncements | E. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
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 Nine months ended USD in thousands Cash payments for operating leases 133 Total lease expenses 133 |
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES | SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2021 61 2022 223 2023 165 2024 3 Total future lease payments 452 Less imputed interest (46 ) Total lease liability balance 406 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK | As of September 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 ($) Number of Shares of common stock Underlying Warrants Warrant A May 18, 2020 November 18, 2021 5.355 192,220 Warrant B May 18, 2020 May 18, 2022 8.037 459,137 Warrant B June 23, 2020 December 23, 2021 8.037 87,497 Warrant March 2021 March 29, 2021 March 31, 2026 10.350 2,469,156 3,208,010 |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Nine months ended September 30, 2021 Underlying value of ordinary shares ($) 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 1.13 % |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table summarizes stock option activity for the nine months ended September 30, 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY For the Nine months ended September 30, 2021 Amount of options Weighted average exercise price $ Outstanding at beginning of period 737,049 2.62 Granted 583,712 4.05 Cancelled (109,506 ) 2.82 Outstanding at end of period 1,211,255 3.28 Vested at end of period 373,332 2.61 |
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 Nine months ended September 30, 2021 USD in thousands Cost of revenues 26 Research and development 305 Sales and marketing 33 General and administrative 953 Total expenses 1,317 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF CONTRACT LIABILITIES | The Company’s contract fulfillment assets and contract liabilities as of September 30, 2021 and December 31, 2020 were as follows: SCHEDULE OF CONTRACT LIABILITIES September 30, 2021 December 31, 2020 USD in thousands Contract fulfillment assets 1,634 1,130 Contract liabilities 1,377 848 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Composed as follows: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 USD in thousands Raw materials and supplies 145 45 Finished goods - 278 Inventory write downs - (79 ) Inventory net 145 244 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF BALANCES WITH RELATED PARTIES | Balances with related Medigus SCHEDULE OF BALANCES WITH RELATED PARTIES September 30, 2021 December 31, 2020 USD in thousands Medigus receivable - 47 Medigus payable 25 - |
SCHEDULE OF RELATED PARTY TRANSACTIONS | Transactions with Medigus SCHEDULE OF RELATED PARTY TRANSACTIONS 2021 2020 Nine months ended September 30, 2021 2020 USD in thousands Cost of revenues - 4 Research and development expenses - 5 General and administrative expenses 37 81 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 09, 2021 | Sep. 16, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2019 | Jan. 03, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Entity Incorporation, State or Country Code | NV | |||||
Entity Incorporation, Date of Incorporation | Mar. 22, 2013 | |||||
Common Stock, Shares, Issued | 6,929,517 | 4,084,122 | ||||
Reverse stock split | 9 to 1 reverse stock split | |||||
Retained Earnings (Accumulated Deficit) | $ 12,563 | $ 6,307 | ||||
Securities Exchange Agreement [Member] | Medigus [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 28.00% | |||||
Medigus Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common Stock, Shares, Issued | 1,000,000 | 1,000,000 | ||||
Common Stock, No 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 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% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases | |
Cash payments for operating leases | $ 133 |
Total lease expenses | $ 133 |
SCHEDULE OF MATURITIES LEASE LI
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases | |
Remainder of 2021 | $ 61 |
2022 | 223 |
2023 | 165 |
2024 | 3 |
Total future lease payments | 452 |
Less imputed interest | (46) |
Total lease liability balance | $ 406 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating Lease, Right-of-Use Asset | $ 406 | $ 107 | |
Operating lease, payments | 133 | ||
Operating Lease, Expense | 133 | ||
Sublease income | $ 3 | ||
Operating lease, weighted average remaining lease term | 1 year 6 months 10 days | ||
Operating lease, weighted average discount rate, percent | 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. | ||
Operating lease, payments | $ 12 | ||
Operating Lease, Expense | $ 133 |
SCHEDULE OF STOCK WARRANTS OUTS
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 03, 2020 | |
Warrant A [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 | $ 5.355 |
Warrant, Number of Shares of Common Stock Underlying Warrants | 192,220 | |
Warrant B [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant, Issuance Date | May 18, 2020 | |
Warrant, Expiration Date | May 18, 2022 | |
Warrant, Exercise Price Per Share | $ 8.037 | $ 8.037 |
Warrant, Number of Shares of Common Stock Underlying Warrants | 459,137 | |
Warrant B One [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 March 2021 [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 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant, Number of Shares of Common Stock Underlying Warrants | 3,208,010 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Term of the options (years) | 7 years |
Minimum [Member] | |
Underlying value of ordinary shares | $ 7.65 |
Exercise price | $ 2.61 |
Expected volatility | 45.80% |
Risk-free interest rate | 0.78% |
Maximum [Member] | |
Underlying value of ordinary shares | $ 10.35 |
Exercise price | $ 7.20 |
Expected volatility | 47.44% |
Risk-free interest rate | 1.13% |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Options, Outstanding at beginning of period | shares | 737,049 |
Weighted average exercise price, Outstanding at beginning of period | $ / shares | $ 2.62 |
Options, Granted | shares | 583,712 |
Weighted average exercise price, Granted | $ / shares | $ 4.05 |
Options, Cancelled | shares | (109,506) |
Weighted average exercise price, Cancelled | $ / shares | $ 2.82 |
Options, Outstanding at end of period | shares | 1,211,255 |
Weighted average exercise price, Outstanding at end of period | $ / shares | $ 3.28 |
Options, Vested at end of period | shares | 373,332 |
Weighted average exercise price, Vested at end of period | $ / shares | $ 2.61 |
SCHEDULE OF TOTAL SHARE-BASED P
SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total expenses | $ 682 | $ 90 | $ 1,317 | $ 927 |
Cost of Sales [Member] | ||||
Total expenses | 26 | |||
Research and Development Expense [Member] | ||||
Total expenses | 305 | |||
Selling and Marketing Expense [Member] | ||||
Total expenses | 33 | |||
General and Administrative Expense [Member] | ||||
Total expenses | $ 953 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Nov. 30, 2021 | Mar. 22, 2021 | Jun. 23, 2020 | Jun. 22, 2020 | May 18, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | 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 | ||||||||||||||||
Number of common stock | 2 | ||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Proceeds from issuance of common stock | $ 3,300,000 | ||||||||||||||||
Proceeds from warrant exercises | $ 2,459,000 | ||||||||||||||||
Expected sales period | 3 years | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 583,712 | ||||||||||||||||
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 | 583,712 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 3,909,000 | ||||||||||||||||
Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Debt instrument, convertible, conversion price | $ 4.356 | ||||||||||||||||
Exchange Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Proceeds from issuance of common stock | $ 33,000,000 | ||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 298,722 | 298,722 | |||||||||||||||
Outstanding share capital percentage | 10.00% | ||||||||||||||||
Consultant [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Warrant exercise price percentage | 3.00% | ||||||||||||||||
Proceeds from warrant exercises | $ 2,000,000 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | 250,000 | ||||||||||||||||
Not required to invest | $ 250,000 | 250,000 | |||||||||||||||
Consultant [Member] | Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Proceeds from warrant exercises | $ 2,000,000 | ||||||||||||||||
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 | ||||||||||||||||
Warrants description | 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. | ||||||||||||||||
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] | 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 | 64,099 | 777,778 | ||||||||||||||
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 | |||||||||||||
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 | 18 months | 12 months | 12 months | |||||||||||||
Number of share warrants exercised | 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 | |||||||||||||
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 | 24 months | 18 months | 18 months | |||||||||||||
Number of share warrants exercised | 185,271 | ||||||||||||||||
Class of warrant or right, outstanding | 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 | |||||||||||||||
Number of common stock | 2 | ||||||||||||||||
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 | |||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 3,208,010 | 3,208,010 | |||||||||||||||
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 | ||||||||||||||
Warrants and rights outstanding, term | 12 months | ||||||||||||||||
Number of share warrants exercised | 37,349 | ||||||||||||||||
Warrants and rights outstanding, maturity date | Nov. 18, 2021 | Nov. 18, 2021 | |||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 192,220 | 192,220 | |||||||||||||||
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] | |||||||||||||||||
Number of share warrants exercised | 192,220 | ||||||||||||||||
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 | ||||||||||||||
Warrants and rights outstanding, term | 18 months | ||||||||||||||||
Warrants and rights outstanding, maturity date | May 18, 2022 | May 18, 2022 | |||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 459,137 | 459,137 | |||||||||||||||
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 | ||||||||||||||||
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 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract fulfillment assets | $ 1,634 | $ 1,130 |
Contract liabilities | $ 1,377 | $ 848 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) $ in Millions | Sep. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 2.7 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 145 | $ 45 |
Finished goods | 278 | |
Inventory write downs | (79) | |
Inventory net | $ 145 | $ 244 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Inventory Disclosure [Abstract] | |
Impairment occurred | $ 0 |
SCHEDULE OF BALANCES WITH RELAT
SCHEDULE OF BALANCES WITH RELATED PARTIES (Details) - Medigus Ltd [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Medigus receivable | $ 47 | |
Medigus payable | $ 25 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cost of revenues | $ 211 | $ 153 | $ 821 | $ 434 |
Research and development expenses | 596 | 144 | 1,350 | 514 |
General and administrative expenses | $ 1,603 | $ 629 | 3,931 | 2,309 |
Medigus Ltd [Member] | ||||
Cost of revenues | 4 | |||
Research and development expenses | 5 | |||
General and administrative expenses | $ 37 | $ 81 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - Medigus Ltd [Member] - USD ($) | Apr. 20, 2020 | May 30, 2019 |
Intercompany Agreement [Member] | ||
Intercompany agreement description | The agreed upon services provided under the Intercompany Agreement included: (1) lease of office space and clean room based on actual space utilized by ScoutCam Ltd. and in shared spaces according to employee ratio; (2) utilities such as electricity water, IT and communication services based on employee ratio; (3) car services, including car rental, gas usage, payment for toll roads based on 100% of expense incurred from a ScoutCam Ltd. employee car; (4) external accountant services at a price of USD 6,000 per annum; (5) directors and officers insurance at a sum of 1/3 of 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 | |
External accountant service price | $ 6,000 | |
Amended and Restated Intercompany Services Agreement [Member] | ||
Intercompany agreement description | ScoutCam Ltd. entered into an amended and restated intercompany services agreement with Medigus. |
VAT AUDIT (Details Narrative)
VAT AUDIT (Details Narrative) - Sep. 30, 2021 ₪ in Thousands, $ in Thousands | USD ($) | ILS (₪) |
Vat Audit | ||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 229 | ₪ 740 |
Provision for taxes | $ 229 |