Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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 and 3B | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 25,890 | ||
Entity Common Stock, Shares Outstanding | 7,121,737 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 1197 | ||
Auditor Name | Brightman Almagor Zohar & Co. | ||
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,581 | $ 3,373 |
Short terms deposits | 11,013 | |
Accounts receivable | 8 | 17 |
Inventory | 167 | 244 |
Medigus receivable | 47 | |
Other current assets | 443 | 348 |
Total current assets | 20,212 | 4,029 |
NON-CURRENT ASSETS: | ||
Contract fulfillment assets | 1,675 | 1,130 |
Property and equipment, net | 781 | 269 |
Operating lease right-of-use assets | 482 | 107 |
Severance pay asset | 396 | 360 |
Total non-current assets | 3,334 | 1,866 |
TOTAL ASSETS | 23,546 | 5,895 |
CURRENT LIABILITIES: | ||
Accounts payable | 103 | 79 |
Contract liabilities - short term | 346 | 69 |
Operating lease liabilities - short term | 256 | 60 |
Accrued compensation expenses | 355 | 369 |
Medigus payable | 39 | |
Other accrued expenses | 210 | 195 |
Total current liabilities | 1,309 | 772 |
NON-CURRENT LIABILITIES: | ||
Contract liabilities - long term | 2,074 | 779 |
Operating lease liabilities - long term | 203 | 47 |
Liability for severance pay | 344 | 333 |
Total non-current liabilities | 2,621 | 1,159 |
TOTAL LIABILITIES | 3,930 | 1,931 |
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.001 par value; 300,000,000 and 75,000,000 shares authorized as of December 31, 2021 and December 31, 2020, 7,121,737 and 4,084,122 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 7 | 4 |
Additional paid-in capital | 34,903 | 10,267 |
Accumulated deficit | (15,294) | (6,307) |
TOTAL SHAREHOLDERS’ EQUITY | 19,616 | 3,964 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 23,546 | $ 5,895 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 75,000,000 |
Common stock, shares issued | 7,121,737 | 4,084,122 |
Common stock, shares outstanding | 7,121,737 | 4,084,122 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUES | $ 387 | $ 491 |
COST OF REVENUES | 1,108 | 994 |
GROSS LOSS | (721) | (503) |
RESEARCH AND DEVELOPMENT EXPENSES | 2,002 | 725 |
SALES AND MARKETING EXPENSES | 908 | 443 |
GENERAL AND ADMINISTRATIVE EXPENSES | 5,481 | 3,035 |
OPERATING LOSS | (9,112) | (4,706) |
OTHER INCOME | 8 | |
FINANCING INCOME (EXPENSES), NET | 117 | 41 |
LOSS BEFORE TAXES ON INCOME | (8,987) | (4,665) |
TAXES ON INCOME | (2) | |
NET LOSS | $ (8,987) | $ (4,667) |
Net loss per share (basic and diluted, in USD) | $ (1.44) | $ (1.32) |
Weighted average common shares (basic and diluted, in thousands) | 6,240 | 3,529 |
Consolidated Statements of Chan
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 | ||
Balance at Dec. 31, 2019 | $ 3 | $ 4,159 | $ (1,640) | $ 2,522 | ||
Balance, shares at Dec. 31, 2019 | 2,987 | |||||
Issuance of shares and warrants (see note 9) | $ 1 | 2,857 | 2,858 | |||
Issuance of shares and warrants, shares | 677 | |||||
Exercise of warrants | [1] | 1,729 | 1,729 | |||
Exercise of warrants, shares | 333 | |||||
Stock based compensation (see note 9) | 1,141 | 1,141 | ||||
Conversion of loan from Medigus | [1] | 381 | 381 | |||
Conversion of loan from Medigus, shares | 87 | |||||
Net loss | (4,667) | (4,667) | ||||
Balance at Dec. 31, 2020 | $ 4 | 10,267 | (6,307) | 3,964 | ||
Balance, shares at Dec. 31, 2020 | 4,084 | |||||
Issuance of shares and warrants (see note 9) | $ 2 | 19,116 | 19,118 | |||
Issuance of shares and warrants, shares | 2,469 | |||||
Exercise of warrants | $ 1 | 3,490 | 3,491 | |||
Exercise of warrants, shares | 568 | |||||
Stock based compensation (see note 9) | 2,030 | 2,030 | ||||
Round up shares due to reverse stock split | [1] | [1] | ||||
Round up shares due to reverse stock split, shares | 1 | |||||
Net loss | (8,987) | (8,987) | ||||
Balance at Dec. 31, 2021 | $ 7 | $ 34,903 | $ (15,294) | $ 19,616 | ||
Balance, shares at Dec. 31, 2021 | 7,122 | |||||
[1] | Represents an amount less than $1 thousand |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Additional Paid-in Capital [Member] | ||
[custom:RoundUpSharesDueToReverseStockSplit] | [1] | |
[1] | Represents an amount less than $1 thousand |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,987) | $ (4,667) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 114 | 66 |
Share based compensation | 2,030 | 1,107 |
Profit from exchange differences on cash and cash equivalents | (130) | (85) |
Severance pay asset and liability | (25) | 4 |
Interest income in respect of deposits | (13) | |
CHANGES IN OPERATING ASSET AND LIABILITY: | ||
Decrease in accounts receivable | 9 | 5 |
Decrease in inventory | 77 | 693 |
Increase in operating lease liability | 20 | |
Increase in ROU asset | (43) | |
Increase in other current assets | (126) | (270) |
Increase in account payables | 24 | 44 |
Increase in contract fulfillment assets | (545) | (1,130) |
Increase in contract liabilities | 1,572 | 346 |
Increase (decrease) in accrued compensation expenses | (14) | 72 |
Increase (decrease) in Medigus receivable / payable | 86 | (15) |
Increase (decrease) in other accrued expenses | 65 | (357) |
Net cash flows used in operating activities | (5,886) | (4,187) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (595) | (276) |
Investment in short terms deposits | (11,000) | |
Net cash flows used in investing activities | (11,595) | (276) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares and warrants | 19,118 | 2,858 |
Proceeds from exercise of warrants | 3,491 | 1,729 |
Issuance expenses | (50) | |
Loan repayment to Medigus | (81) | |
Net cash flows provided by financing activities | 22,559 | 4,506 |
INCREASE IN CASH AND CASH EQUIVALENTS | 5,078 | 43 |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,373 | 3,245 |
PROFITS FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | 130 | 85 |
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR | 8,581 | 3,373 |
Non cash activities - | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 524 | 97 |
Increase in property and equipment through a decrease in advances to suppliers | 31 | |
Loan from Medigus settled against receivable from Medigus | 41 | |
Conversion of loan from Medigus | $ 381 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 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. Prior to the closing of the Exchange Agreement (as defined below), the Company was a non-operating “shell company”. The Company’s wholly owned subsidiary, 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. In December 2019, Medigus and ScoutCam consummated an asset transfer agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to ScoutCam. On December 30, 2019, Intellisense and Medigus consummated a securities exchange agreement (the “Exchange Agreement”), pursuant to which Medigus delivered 100% of its holdings in ScoutCam to Intellisense in exchange for shares of Intellisense’s common stock representing 60% of the issued and outstanding share capital of Intellisense immediately upon the consummation of the Exchange Agreement. As of December 31, 2021, Medigus beneficially owned 27.01% of the Company’s outstanding common stock. The Company, through ScoutCam, provides image-based platforms. Through the use of its proprietary visualization technology, ScoutCam offers solutions across predictive maintenance and condition-based monitoring markets, in sectors such as energy, automotive and aviation. ScoutCam’s solutions are based on small and highly resilient cameras, specialized AI analysis and supplementary technologies. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL : b. On August 9, 2021, the Company amended its Articles of Incorporation to effect a nine-to-one As a result of the reverse stock split, every nine shares of the Company’s outstanding Common Stock 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 amount of authorized capital of the Company’s Common Stock and par value of such shares remained unchanged. All share, stock option and per share information in these consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis. . c. Since incorporation of ScoutCam and through December 31, 2021, the Company accumulated a deficit of approximately $ 15.3 million and its activities have been funded mainly by its shareholders. The Company’s management believes the Company’ cash and cash resources as of December 31, 2021 will enable the Company to fund its operating plan for more than 12 months from the date of issuance of these financial statements. The Company expects to continue to incur significant research and development expenses and other costs related to its ongoing operations and, as a result, will need to obtain additional funding in order to continue its future operations. 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 Company considered the impact of COVID-19 on its operations and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of December 31, 2021. These estimates may change, as new events occur and additional information is obtained. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES a. Basis of preparation 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”). 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 its assumptions on an ongoing basis, including those related to contingencies, deferred taxes and inventory impairment, as well as estimates used in applying its revenue recognition policy. Actual results may differ from these 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. Short-term bank deposits Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost which approximates fair market value. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : f. Accounts receivable Accounts receivable are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. The Company estimates the collectability 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, 2021 and 2020, no g. Property and equipment Property and equipment are 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 h. 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 ScoutCam’s employees in Israel are entitled to a monthly contribution, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve the ScoutCam from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic application of Section 14. The severance pay liability of ScoutCam to its employees that began employment prior to automatic application of Section 14 is based upon the number of years of service and the latest monthly salary of such employees 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. ScoutCam records the obligation as if it were payable at each balance sheet date on an undiscounted basis. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : i. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards granted under its plan based on estimated fair values on the grant dates. The Company calculates the estimated 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. 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 estimated 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. j. 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 a “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 and estimated current and future market values. k. Revenue recognition a) Revenue measurement 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: SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance; (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. If a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time. The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. Product Revenue Revenues from product sales are recognized at a point in time when the customer obtains control of the Company’s product, typically upon shipment to the customer. Indirect 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. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : l. 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 expected to incur losses. m. 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 contractors’ charges. n. Income taxes Income taxes are accounted for using the asset and liability approach under ASC-740, “Income Taxes”. 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. o. Legal contingencies From time to time, the Company and its subsidiary become involved in legal proceedings or are subject to claims arising in their 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 can reasonably estimate the amount of any such loss. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES p. Basic and diluted net loss per common stock Basic net loss per common stock is computed by dividing net loss, as adjusted to include the weighted average number of shares of common stock outstanding during the year. Diluted net loss per common stock is computed by dividing net loss, as adjusted, by the weighted average number of shares of common stock outstanding during the year, plus the number of shares of common stock that would have been outstanding if all potentially dilutive shares of common stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2021 and December 31, 2020, since all such securities have an anti-dilutive effect. q. Leases In accordance with ASC 842, leases, at inception of an arrangement, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present in the arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Arrangements that are determined to be leases at inception are recognized in long-term right-of-use assets (“ROU”) assets and short and long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. r. Recent Accounting Standards: Accounting In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update No. ASU 2019-12, “Simplifying the Accounting for Income Taxes”. This ASU amends Accounting Standards Codification (“ASC”) 740 by removing certain exceptions to the general principles, clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. The Company adopted this standard in the first quarter of 2021. The adoption of this ASU did not impact on the Company’s financial statements or the related disclosures. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SHORT-TERM DEPOSITS
SHORT-TERM DEPOSITS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM DEPOSITS | NOTE 3 – SHORT-TERM DEPOSITS Short term investments as of December 31, 2021 include bank deposits bearing annual interest rates varying from 0.3 % to 0.53 %, with maturities of up to 12 months . |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4 - INVENTORY : SCHEDULE OF INVENTORY 2021 2020 December 31, 2021 2020 USD in thousands Raw materials and supplies 99 45 Work in progress 2 - Finished goods 66 278 Inventory write downs - (79 ) Inventory Net 167 244 During the year ended 2021, no During the year ended 2020, the Company recognized an inventory impairment of $ 79 thousands. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
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 2021 2020 December 31, 2021 2020 USD in thousands Cost: Machinery and laboratory equipment 578 285 Leasehold improvements, office furniture and equipment 316 36 Computers and computer software 140 87 Total property and equipment, gross 1,034 408 Less: accumulated deprecation (253 ) (139 ) Total property and equipment, net 781 269 Depreciation expenses were $ 114 thousand and $ 66 thousand for the years ended December 31, 2021 and 2020, respectively. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER ACCRUED EXPENSES | NOTE 6 – OTHER ACCRUED EXPENSES SCHEDULE OF OTHER ACCRUED EXPENSES 2021 2020 December 31, 2021 2020 USD in thousands IRS (see note 7b) 40 73 Accrued expenses 170 122 Total other accrued expenses 210 195 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
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, respectively). Income from Israel was taxed at the corporate tax rate of 23 The Company was incorporated in the United States and is subject to the federal and state tax laws established in the United States. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act reduces the corporate tax rate to 21 percent from 35 percent, among other things b. The Company did not timely file its tax return for 2013-2014 and therefore the IRS imposed penalties in the amount of $ 60 73 40 c. Israel tax loss carry forwards As of December 31, 2021, ScoutCam 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 ScoutCam’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. d. On December 31, 2021, following a VAT audit in Israel for years 2019-2021, ScoutCam owed approximately NIS 740 thousand, (which is approximately $ 229 thousand) additional taxes to the Israeli Tax Authorities. As such, the financial statements as of December 31, 2021, include a provision of $ 229 thousand included in general and administrative expenses. On November 18, 2021, ScoutCam submitted an appeal to the Israeli Tax Authority on the finding of this VAT audit. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8 – RELATED PARTIES a. On April 20, 2020, ScoutCam entered into an Amended and Restated Intercompany Services Agreement with Medigus (the “Intercompany agreement”). The agreed upon services provided under the amended and restated Intercompany Agreement include: 1) lease of office space based on actual space utilized by Medigus and in shared spaces according to employee ratio; (2) utilities such as electricity, water, information technology and communication services based on employee ratio; (3) car services, including car rental, gas usage and payment for toll roads based on 100% of expense incurred from ScoutCam’s employee car; (5) directors and officers insurance, Medigus shall pay $150,000 of the annual premium for; (6) CFO services at a sum of 50% of Medigus’ CFO employer cost; (7) every direct expense of ScoutCam’s that is paid by Medigus 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 $ 143 The Company didn’t recognize expenses for the year ended December 31, 2021 in connection with this agreement. On March 22, 2022, ScoutCam Ltd. provided 60 days prior written notice to Medigus of termination of the Intercompany Services Agreement. b. 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. Effective retroactively to March 1, 2019, services as chairman under the agreement were provided in consideration for, inter alia 10,000 5 c. On June 23, 2020, the Company and Medigus entered into a certain Conversion Side Letter, pursuant to which the Company converted $ 381,136 In accordance with the terms of the Conversion Side Letter, the Company issued to Medigus, at a purchase price of $8.712, (a) 87,497 shares of common stock, (b) warrants to purchase 43,749 shares of common stock at an exercise price of $5.355, and (c) warrants to purchase 87,497 shares of common stock at an exercise price of $8.037 d. During December 2019, the Company entered into a consulting agreement with Shrem Zilberman Group (the “Consultant”) in the amount of $ 165 thousand (see also note 9a). A former director of the Company is related to one of the Consultant’s shareholders. SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – RELATED PARTIES e. On March 15, 2020, the Company’s Board of Directors approved, among other things, a quarterly fee of $ 4,000 f. On May 18, 2020, the Company allocated in a private issuance to M. Arkin (1999) Ltd. (“Arkin”) a total of 229,569 8.712 In connection with the Arkin Transaction, the Company, Medigus and Arkin, 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. In addition, 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: (a) One person designated by Arkin is to be elected, for as long as Arkin, continues to beneficially own at least eight percent of the issued and outstanding capital stock of the Company. (b) Three persons designated by Medigus are to be elected, for as long as Medigus, continues to beneficially own at least thirty five percent of the issued and outstanding capital stock of the Company. (c) Two persons designated by Medigus are to be elected for so long as Medigus, continues to beneficially own less than thirty five percent and more than twenty percent of the issued and outstanding capital stock of the Company. (d) One person designated by Medigus is to be elected for as long as Medigus, continues to beneficially own less than twenty percent and more than eight percent of the issued and outstanding capital stock of the Company. g. During 2020 the Company’s Board of Directors authorized the grant of options to purchase 318,207 131,048 227,356 h. During 2021 the Company’s Board of Directors authorized the grant of options to purchase 83,334 75,855 335,987 i. During 2020 and 2021 the Company received development services from Smartec R&D Ltd., a company owned by the Company’s CTO. Total compensation for the fiscal years ended December 31, 2020 and December 31, 2021 was approximately $ 102 82 j During 2020 and 2021 the Company received financial consultant services from Anona De Finance Ltd., a company owned by one of the Company’s directors. Total compensation for the fiscal years ended December 31, 2020 and December 31, 2021 was approximately $ 32 37 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 9 - EQUITY Increase of the authorized share capital 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 Private placement: a. In December 2019, the Company allocated in a private placement, a total of 379,269 units at a purchase price of $ 8.712 per unit. Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below). The immediate proceeds (gross) from the issuance of the units amounted to approximately $ 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 2 During 2020, 332,551 46,718 December 30, 2020 The Consultant received $ 53 332,551 During the second quarter of 2021, 185,271 573,256 June 30, 2021 The Consultant received $ 45 185,274 b. On March 3, 2020, the Company issued in a private placement a total of 108,880 8.712 Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) . 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 $ 948 909 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY During 2021, 108,880 217,760 September 3, 2021 c. On May 18, 2020, the Company allocated in a private placement to Arkin a total of 229,569 8.712 Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) . Each Warrant A was exercisable into one 5.355 18 Each Warrant B is exercisable into one 8.037 24 The gross proceeds from the issuance of all securities offered amounted to approximately $ 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 a side letter agreement with Medigus whereby the parties agreed to convert, at a conversion price of $ 4.356 per share, an outstanding line of credit previously extended by Medigus to ScoutCam, which as of the Conversion Date had $ 381,136 outstanding, into (a) 87,497 shares of the Company’s common stock, (b) to 43,749 87,497 Warrant B Each Warrant A is exercisable into one 5.355 12 Each Warrant B is exercisable into one 8.037 18 During June 2021, 43,749 On December 23, 2021, 87,497 unexercised Warrants B expired. e. On March 29, 2021, the Company issued to certain investors, including M. Arkin (1999) Ltd., a major stockholder of the Company, of which Mori Arkin, a director of the company, is the owner, 2,469,156 units in exchange for an aggregate purchase price of $ 20 Each such unit consists of (i) one share of common stock and (ii) one warrant to purchase one share of common stock with an exercise price of $10.35 per share. March 31, 2026 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY As of December 31, 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 Number of Shares Warrant B May 18, 2020 May 18, 2022 8.037 459,137 March 2021 Warrant March 29, 2021 March 31, 2026 10.350 2,469,156 2,928,293 In addition, 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. 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 shares of common stock 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 2020, the Company granted 737,049 During 2021, the Company granted 648,712 Options granted generally have a contractual term of seven years three four years SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY Stock Option Activity The following summarizes stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ in thousands Outstanding - December 31, 2019 - - - - Granted 737,049 2.61 - - Outstanding - December 31, 2020 737,049 2.61 6.23 2,446 Granted 648,712 4.09 - - Cancelled (132,207 ) 3.34 - - Outstanding - December 31, 2021 1,253,554 3.31 5.65 5,884 Options Exercisable - December 31, 2021 437,666 2.62 4.77 2,356 As of December 31, 2021, 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, 2021 was $ 6.73 SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Year ended December 31, 2021 Year ended December 31, 2020 Underlying value of shares ($) 7.65 10.35 4.014 7.2 Exercise price ($) 2.61 7.2 2.61 3.15 Expected volatility (%) 45.8 49.00 % 43.35 45.25 % Term of the options (years) 7 7 Risk-free interest rate (%) 0.78 1.51 % 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 and does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating the fair value of the SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY 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, 2021 is approximately $ 2.05 1.36 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 10 - REVENUES a. Contract fulfillment assets: The Company’s contract fulfillment assets: SCHEDULE OF CONTRACT FULFILLMENT ASSETS December 31, 2021 2020 USD in thousands The change in contract fulfillment assets: Balance at beginning of year 1,130 - Additions during the year 545 1,130 Balance at end of year 1,675 1,130 b. Contract liabilities: The Company’s contract liabilities were as follows: SCHEDULE OF CONTRACT LIABILITIES 2021 2020 December 31, 2021 2020 USD in thousands The change in contract liabilities: Balance at beginning of year 848 502 Deferred revenue relating to new sales 1,641 735 Revenue recognition during the period (69 ) (389 ) Balance at end of year 2,420 848 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. Revenue recognized in 2021 that was included in deferred revenue balance as of December 31, 2020 was $ 69 thousand. Revenue recognized in 2020 that was included in deferred revenue balance as of December 31, 2019 was $ 389 thousand. Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes contract liability and amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2021, the total RPO amounted to $ 3.2 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
ENTITY WIDE DISCLOSURES
ENTITY WIDE DISCLOSURES | 12 Months Ended |
Dec. 31, 2021 | |
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, as described in Note 1. 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 2021 2020 Year ended on 2021 2020 USD in thousands United States 273 418 United Kingdom 48 41 Israel 19 5 Other 4 7 27 Revenue 387 491 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 SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE Year ended on December 31, 2021 2020 USD in thousands Customer A 199 383 Customers B 48 41 SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 12 - LEASES The Company’s leases relate to vehicles leases and to short term lease of Company’s offices. The components of lease expenses during the periods presented were as follows: SCHEDULE OF LEASE EXPENSES 2021 2020 Year ended December 31, 2021 2020 USD in thousands Operating lease expenses 202 45 Short-term lease expenses - 88 Sublease income (8 ) - Total net lease expenses 194 133 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 2021 2020 Year ended December 31, 2021 2020 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 202 45 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, 2021 2020 USD in thousands Weighted-average remaining lease term (in years) 0.76 1.85 Weighted-average discount rate 6 % 10 % The maturities of lease liabilities under operating leases as of December 31, 2021 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands 2022 265 2023 203 2024 20 Total undiscounted lease payments 488 Less: Imputed interest (29 ) Total lease liabilities 459 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS On February 23, 2022, the Company’s Board of Directors authorized the grant of options to Prof. Goldwasser, the Chairman of the Board, to purchase 45,000 shares of common stock of the Company and RSU to purchase 90,000 shares of common stock of the Company to certain officers of the Company. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of preparation | a. Basis of preparation 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”). |
Use of estimates | b. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its assumptions on an ongoing basis, including those related to contingencies, deferred taxes and inventory impairment, as well as estimates used in applying its revenue recognition policy. Actual results may differ from these 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. |
Short-term bank deposits | e. Short-term bank deposits Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost which approximates fair market value. |
Accounts receivable | f. Accounts receivable Accounts receivable are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. The Company estimates the collectability 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, 2021 and 2020, no |
Property and equipment | g. Property and equipment Property and equipment are 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 |
Severance pay | h. 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 ScoutCam’s employees in Israel are entitled to a monthly contribution, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Contributions under Section 14 relieve the ScoutCam from any future severance payment obligation with respect to those employees. The aforementioned contributions are not recorded as an asset on the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic application of Section 14. The severance pay liability of ScoutCam to its employees that began employment prior to automatic application of Section 14 is based upon the number of years of service and the latest monthly salary of such employees 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. ScoutCam records the obligation as if it were payable at each balance sheet date on an undiscounted basis. |
Stock-Based Compensation | i. Stock-Based Compensation The Company measures and recognizes compensation expense for its equity classified stock-based awards granted under its plan based on estimated fair values on the grant dates. The Company calculates the estimated 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. 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 estimated fair value of option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on a accelerated basis over the employee’s requisite service period, net of estimated forfeitures. |
Inventories | j. 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 a “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 and estimated current and future market values. |
Revenue recognition | k. Revenue recognition a) Revenue measurement 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: SCOUTCAM INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance; (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. If a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time. The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. Product Revenue Revenues from product sales are recognized at a point in time when the customer obtains control of the Company’s product, typically upon shipment to the customer. Indirect 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. |
Cost of revenues | l. 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 expected to incur losses. |
Income taxes | m. 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 contractors’ charges. n. Income taxes Income taxes are accounted for using the asset and liability approach under ASC-740, “Income Taxes”. The asset and liability approach require the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense. |
Legal contingencies | o. Legal contingencies From time to time, the Company and its subsidiary become involved in legal proceedings or are subject to claims arising in their 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 can reasonably estimate the amount of any such loss. |
Basic and diluted net loss per common stock | p. Basic and diluted net loss per common stock Basic net loss per common stock is computed by dividing net loss, as adjusted to include the weighted average number of shares of common stock outstanding during the year. Diluted net loss per common stock is computed by dividing net loss, as adjusted, by the weighted average number of shares of common stock outstanding during the year, plus the number of shares of common stock that would have been outstanding if all potentially dilutive shares of common stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2021 and December 31, 2020, since all such securities have an anti-dilutive effect. |
Leases | q. Leases In accordance with ASC 842, leases, at inception of an arrangement, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present in the arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Arrangements that are determined to be leases at inception are recognized in long-term right-of-use assets (“ROU”) assets and short and long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. |
Recent Accounting Standards: | r. Recent Accounting Standards: Accounting In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update No. ASU 2019-12, “Simplifying the Accounting for Income Taxes”. This ASU amends Accounting Standards Codification (“ASC”) 740 by removing certain exceptions to the general principles, clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. The Company adopted this standard in the first quarter of 2021. The adoption of this ASU did not impact on the Company’s financial statements or the related disclosures. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES | 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 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY 2021 2020 December 31, 2021 2020 USD in thousands Raw materials and supplies 99 45 Work in progress 2 - Finished goods 66 278 Inventory write downs - (79 ) Inventory Net 167 244 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 2021 2020 December 31, 2021 2020 USD in thousands Cost: Machinery and laboratory equipment 578 285 Leasehold improvements, office furniture and equipment 316 36 Computers and computer software 140 87 Total property and equipment, gross 1,034 408 Less: accumulated deprecation (253 ) (139 ) Total property and equipment, net 781 269 |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER ACCRUED EXPENSES | SCHEDULE OF OTHER ACCRUED EXPENSES 2021 2020 December 31, 2021 2020 USD in thousands IRS (see note 7b) 40 73 Accrued expenses 170 122 Total other accrued expenses 210 195 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK | As of December 31, 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 Number of Shares Warrant B May 18, 2020 May 18, 2022 8.037 459,137 March 2021 Warrant March 29, 2021 March 31, 2026 10.350 2,469,156 2,928,293 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following summarizes stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ in thousands Outstanding - December 31, 2019 - - - - Granted 737,049 2.61 - - Outstanding - December 31, 2020 737,049 2.61 6.23 2,446 Granted 648,712 4.09 - - Cancelled (132,207 ) 3.34 - - Outstanding - December 31, 2021 1,253,554 3.31 5.65 5,884 Options Exercisable - December 31, 2021 437,666 2.62 4.77 2,356 |
SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS | SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Year ended December 31, 2021 Year ended December 31, 2020 Underlying value of shares ($) 7.65 10.35 4.014 7.2 Exercise price ($) 2.61 7.2 2.61 3.15 Expected volatility (%) 45.8 49.00 % 43.35 45.25 % Term of the options (years) 7 7 Risk-free interest rate (%) 0.78 1.51 % 0.54 1.55 % |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF CONTRACT FULFILLMENT ASSETS | The Company’s contract fulfillment assets: SCHEDULE OF CONTRACT FULFILLMENT ASSETS December 31, 2021 2020 USD in thousands The change in contract fulfillment assets: Balance at beginning of year 1,130 - Additions during the year 545 1,130 Balance at end of year 1,675 1,130 |
SCHEDULE OF CONTRACT LIABILITIES | The Company’s contract liabilities were as follows: SCHEDULE OF CONTRACT LIABILITIES 2021 2020 December 31, 2021 2020 USD in thousands The change in contract liabilities: Balance at beginning of year 848 502 Deferred revenue relating to new sales 1,641 735 Revenue recognition during the period (69 ) (389 ) Balance at end of year 2,420 848 |
ENTITY WIDE DISCLOSURES (Tables
ENTITY WIDE DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 2021 2020 Year ended on 2021 2020 USD in thousands United States 273 418 United Kingdom 48 41 Israel 19 5 Other 4 7 27 Revenue 387 491 |
SCHEDULE OF MAJOR CUSTOMER 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 SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE Year ended on December 31, 2021 2020 USD in thousands Customer A 199 383 Customers B 48 41 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF LEASE EXPENSES | The components of lease expenses during the periods presented were as follows: SCHEDULE OF LEASE EXPENSES 2021 2020 Year ended December 31, 2021 2020 USD in thousands Operating lease expenses 202 45 Short-term lease expenses - 88 Sublease income (8 ) - Total net lease expenses 194 133 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES | Supplemental cash flow information related to operating leases during the period presented was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2021 2020 Year ended December 31, 2021 2020 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 202 45 |
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, 2021 2020 USD in thousands Weighted-average remaining lease term (in years) 0.76 1.85 Weighted-average discount rate 6 % 10 % |
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES | The maturities of lease liabilities under operating leases as of December 31, 2021 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands 2022 265 2023 203 2024 20 Total undiscounted lease payments 488 Less: Imputed interest (29 ) Total lease liabilities 459 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | Aug. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | nine-to-one | ||
Retained Earnings (Accumulated Deficit) | $ (15,294) | $ (6,307) |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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, plant and equipment, description | Over the shorter of the lease term (including options if any) or useful life |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 0 | $ 0 |
[custom:MonthlySalaryPercentage] | 8.33% |
SHORT-TERM DEPOSITS (Details Na
SHORT-TERM DEPOSITS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instrument [Line Items] | |
Debt Instrument, Term | 12 months |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 0.30% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 0.53% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 99 | $ 45 |
Work in progress | 2 | |
Finished goods | 66 | 278 |
Inventory write downs | (79) | |
Inventory Net | $ 167 | $ 244 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory impairment | $ 0 | $ 79 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 1,034 | $ 408 |
Less: accumulated deprecation | (253) | (139) |
Total property and equipment, net | 781 | 269 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 578 | 285 |
Lease Hold Improvements Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 316 | 36 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 140 | $ 87 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 114 | $ 66 |
SCHEDULE OF OTHER ACCRUED EXPEN
SCHEDULE OF OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
IRS (see note 7b) | $ 40 | $ 73 |
Accrued expenses | 170 | 122 |
Total other accrued expenses | $ 210 | $ 195 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) ₪ in Thousands, $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2021ILS (₪) | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate reconciliation, at federal statutory income tax rate | 23.00% | ||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 229 | ₪ 740 | |
Provision for taxes | $ 229 | ||
Internal Revenue Service (IRS) [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income Tax Examination, Description | 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 | ||
Income tax examination, penalties expense | $ 60 | ||
Income tax examination, interest expense | 73 | ||
Income tax examination, penalties and interest expense | $ 40 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Jun. 23, 2020 | May 18, 2020 | May 18, 2020 | Apr. 20, 2020 | Mar. 03, 2020 | Jul. 31, 2019 | Mar. 01, 2019 | Dec. 31, 2019 | May 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 143,000 | ||||||||||
Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, shares, new issues | 108,880 | 379,269 | |||||||||
Private Placement [Member] | Arkin [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, shares, new issues | 229,569 | 229,569 | |||||||||
Share price | $ 8.712 | $ 8.712 | |||||||||
Chairman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 75,855 | 131,048 | |||||||||
Benad Goldwasser [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 83,334 | 318,207 | |||||||||
Board of Directors Chairman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 4,000 | ||||||||||
Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 335,987 | 227,356 | |||||||||
Consulting Agreement [Member] | Chairman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly fees | $ 10,000 | ||||||||||
Consulting Agreement [Member] | Benad Goldwasser [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fully-diluted share capital Percentage | 5.00% | ||||||||||
Medigus Ltd [Member] | Intercompany Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
[custom:IntercompanyAgreementDescription] | 1) lease of office space based on actual space utilized by Medigus and in shared spaces according to employee ratio; (2) utilities such as electricity, water, information technology and communication services based on employee ratio; (3) car services, including car rental, gas usage and payment for toll roads based on 100% of expense incurred from ScoutCam’s employee car; (5) directors and officers insurance, Medigus shall pay $150,000 of the annual premium for; (6) CFO services at a sum of 50% of Medigus’ CFO employer cost; (7) every direct expense of ScoutCam’s that is paid by Medigus 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. | ||||||||||
Medigus and ScoutCam Ltd [Member] | |||||||||||
Related Party Transaction [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 $8.712, (a) 87,497 shares of common stock, (b) warrants to purchase 43,749 shares of common stock at an exercise price of $5.355, and (c) warrants to purchase 87,497 shares of common stock at an exercise price of $8.037 | ||||||||||
Shrem Zilberman Group Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 165,000 | ||||||||||
Smartec Rand D Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 82,000 | $ 102,000 | |||||||||
Anona De Finance Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 37,000 | $ 32,000 |
SCHEDULE OF STOCK WARRANTS OUTS
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
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 | $ / shares | $ 8.037 |
Number of shares of common stock underlying warrants | 459,137 |
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 | $ / shares | $ 10.350 |
Number of shares of common stock underlying warrants | 2,469,156 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares of common stock underlying warrants | 2,928,293 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Options, Outstanding at beginning of period | 737,049 | |
Weighted average exercise price, Outstanding at beginning of period | $ 2.61 | |
Weighted average remaning contractual term (years) beginning of the period | ||
Aggregate Intrinsic Value, Outstanding at beginning of period | $ 2,446 | |
Options, Granted | 648,712 | 737,049 |
Weighted average exercise price, Granted | $ 4.09 | $ 2.61 |
Weighted average remaning contractual term (years) | 5 years 7 months 24 days | 6 years 2 months 23 days |
Options, Cancelled | (132,207) | |
Weighted average exercise price, Cancelled | $ 3.34 | |
Options, Exercisable at end of period | 1,253,554 | 737,049 |
Weighted average exercise price, Outstanding at end of period | $ 3.31 | $ 2.61 |
Aggregate Intrinsic Value, Outstanding at end of period | $ 5,884 | $ 2,446 |
Options, Exercisable at end of period | 437,666 | |
Weighted average exercise price, Exercisable at end of period | $ 2.62 | |
Weighted average remaning contractual term (years) exercisable at end of the period | 4 years 9 months 7 days | |
Aggregate Intrinsic Value, Exercisable at end of period | $ 2,356 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Term of the options (years) | 7 years | 7 years |
Minimum [Member] | ||
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] | ||
Underlying value of ordinary shares | $ 10.35 | $ 7.2 |
Exercise price | $ 7.2 | $ 3.15 |
Expected volatility | 49.00% | 45.25% |
Risk-free interest rate | 1.51% | 1.55% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Dec. 23, 2021 | Mar. 29, 2021 | Jun. 23, 2020 | Jun. 22, 2020 | May 18, 2020 | May 18, 2020 | Mar. 15, 2020 | Mar. 03, 2020 | Nov. 30, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 03, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 20, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Common stock shares authorized | 300,000,000 | 75,000,000 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||
Payment to consultant | $ 3,491,000 | $ 1,729,000 | |||||||||||||||||
Stock option, granted | 648,712 | 737,049 | |||||||||||||||||
Weighted-average grant date fair value | $ 4.09 | $ 2.61 | |||||||||||||||||
Equity Option [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Weighted-average grant date fair value | $ 6.73 | ||||||||||||||||||
Stock option award cost not yet recognized | $ 2,050,000 | ||||||||||||||||||
Stock option award weighted average period | 1 year 4 months 9 days | ||||||||||||||||||
2020 Share Incentive Plan [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock option, granted | 648,712 | 737,049 | |||||||||||||||||
Stock option vested term | 7 years | ||||||||||||||||||
2020 Share Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||
2020 Share Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock option vested term | 4 years | ||||||||||||||||||
Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.356 | ||||||||||||||||||
Exchange Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 33,000,000 | ||||||||||||||||||
Expected sales period | 3 years | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 298,722 | ||||||||||||||||||
Issued and outstanding share capital percentage | 10.00% | ||||||||||||||||||
Warrant A [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Warrant exercisable, shares | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
Warrant exerise price per share | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | $ 5.355 | ||||||||||||||
Warrants and rights outstanding, term | 12 months | 18 months | 18 months | 12 months | 12 months | ||||||||||||||
Payment to consultant | $ 45,000 | $ 53,000 | |||||||||||||||||
Number of warrants exercised | 192,220 | 43,749 | 37,349 | 185,274 | 108,880 | 332,551 | |||||||||||||
Number of unexercised warrants | 46,718 | ||||||||||||||||||
Warrants and rights outstanding, maturity date | Dec. 30, 2020 | ||||||||||||||||||
Warrant A [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Warrant exercisable, shares | 43,749 | ||||||||||||||||||
Warrant B [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Warrant exercisable, shares | 1,000 | 1 | 1 | 1 | 1 | ||||||||||||||
Warrant exerise price per share | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | $ 8.037 | ||||||||||||||
Warrants and rights outstanding, term | 18 months | 24 months | 24 months | 18 months | 18 months | ||||||||||||||
Number of warrants exercised | 185,271 | ||||||||||||||||||
Number of unexercised warrants | 87,497 | 573,256 | 217,760 | ||||||||||||||||
Warrants and rights outstanding, maturity date | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 3, 2021 | |||||||||||||||
Warrant B [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Warrant exercisable, shares | 87,497 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Sale of stock, description | Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) | ||||||||||||||||||
Proceeds from issuance of securities offered | $ 2,000,000 | $ 948,000 | |||||||||||||||||
Proceeds from issuance after deducting issuance costs | $ 1,900,000 | $ 909,000 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,928,293 | ||||||||||||||||||
Common Stock [Member] | Letter Agreement [Member] | Medigus Ltd [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 381,136 | ||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 87,497 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock issued during period, shares, new issues | 108,880 | 379,269 | |||||||||||||||||
Shares issued, price per share | $ 8.712 | $ 8.712 | |||||||||||||||||
Sale of stock, description | Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below) | Each unit was comprised of two shares of common stock par value $0.001 per share, one Warrant A (as described below) and two Warrants B (as described below). | |||||||||||||||||
Proceeds from Issuance of Private Placement | $ 3,300,000 | ||||||||||||||||||
Private Placement [Member] | Arkin [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock issued during period, shares, new issues | 229,569 | 229,569 | |||||||||||||||||
Shares issued, price per share | $ 8.712 | $ 8.712 | |||||||||||||||||
Board of directors [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Common stock shares authorized | 225,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||
Board of directors [Member] | 2020 Share Incentive Plan [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock option, granted | 401,950 | 64,099 | 777,778 | ||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Warrant exercise price percentage | 3.00% | ||||||||||||||||||
Payment to consultant | $ 2,000,000 | ||||||||||||||||||
Exercise of warrants required to invest return for shares of common stock | $ 250,000 | ||||||||||||||||||
Investors C [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Sale of stock, description | Each such unit consists of (i) one share of common stock and (ii) one warrant to purchase one share of common stock with an exercise price of $10.35 per share. | ||||||||||||||||||
Warrants and rights outstanding, maturity date | Mar. 31, 2026 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 20,000,000 | ||||||||||||||||||
Employees, Consultants, Directors and Other Service Providers [Member] | 2020 Share Incentive Plan [Member] | |||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
Stock option, granted | 580,890 |
SCHEDULE OF CONTRACT FULFILLMEN
SCHEDULE OF CONTRACT FULFILLMENT ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 1,130 | |
Additions during the year | 545 | 1,130 |
Balance at end of year | $ 1,675 | $ 1,130 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 848 | $ 502 |
Deferred revenue relating to new sales | 1,641 | 735 |
Revenue recognition during the period | (69) | (389) |
Balance at end of year | $ 2,420 | $ 848 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | |||
Deferred Revenue | $ 69 | $ 389 | |
Remaining performance obligations | $ 3,200 |
SCHEDULE OF REVENUES WITHIN GEO
SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 387 | $ 491 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 273 | 418 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 48 | 41 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 19 | 5 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 4 | $ 27 |
SCHEDULE OF MAJOR CUSTOMER BREA
SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||
Revenues | $ 387 | $ 491 |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 199 | 383 |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 48 | $ 41 |
SCHEDULE OF LEASE EXPENSES (Det
SCHEDULE OF LEASE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease expenses | $ 202 | $ 45 |
Short-term lease expenses | 88 | |
Sublease income | (8) | |
Total net lease expenses | $ 194 | $ 133 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating cash flows from operating leases | $ 202 | $ 45 |
SCHEDULE OF LEASE TERM AND DISC
SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Weighted-average remaining lease term (in years) | 9 months 3 days | 1 year 10 months 6 days |
Weighted-average discount rate | 6.00% | 10.00% |
SCHEDULE OF MATURITIES LEASE LI
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 265 |
2023 | 203 |
2024 | 20 |
Total undiscounted lease payments | 488 |
Less: Imputed interest | (29) |
Total lease liabilities | $ 459 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Feb. 23, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 648,712 | 737,049 | |
Subsequent Event [Member] | Chairman [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 45,000 | ||
Subsequent Event [Member] | Officer [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 90,000 |