Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 15, 2024 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001607962 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Entity File Number | 001-36612 | |
Entity Registrant Name | ReWalk Robotics Ltd. | |
Entity Incorporation State or Country Code | L3 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 200 Donald Lynch Blvd. | |
Entity Address, City or Town | Marlborough | |
Entity Address, Country | MA | |
Entity Address, Postal Zip Code | 01752 | |
Title of 12(b) Security | Ordinary shares, par value NIS 1.75 | |
Trading Symbol | LFWD | |
Name of Exchange on which Security is Registered | NASDAQ | |
City Area Code | +508 | |
Local Phone Number | 251.1154 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,773,780 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 15,131 | $ 28,083 | |
Trade receivables, net of credit losses of $311 and $328, respectively | 5,269 | 3,120 | |
Prepaid expenses and other current assets | 2,046 | 2,366 | |
Inventories | 7,193 | 5,653 | |
Total current assets | 29,639 | 39,222 | |
LONG-TERM ASSETS | |||
Restricted cash and other long-term assets | 430 | 784 | |
Operating lease right-of-use assets | 1,257 | 1,861 | |
Property and equipment, net | 1,257 | 1,262 | |
Intangible assets | 10,862 | 12,525 | |
Goodwill | 7,538 | 7,538 | |
Total long-term assets | 21,344 | 23,970 | |
Total assets | 50,983 | 63,192 | |
CURRENT LIABILITIES | |||
Trade payables | 4,849 | 5,069 | |
Employees and payroll accruals | 1,557 | 2,034 | |
Deferred revenues | 1,394 | 1,504 | |
Current maturities of operating leases liability | 1,167 | 1,296 | |
Earnout liability | 0 | 576 | |
Other current liabilities | 1,003 | 1,316 | |
Total current liabilities | 9,970 | 11,795 | |
LONG-TERM LIABILITIES | |||
Earnout liability | 2,800 | 2,716 | |
Deferred revenues | 1,314 | 1,506 | |
Non-current operating leases liability | 123 | 607 | |
Other long-term liabilities | 89 | 58 | |
Total long-term liabilities | 4,326 | 4,887 | |
Total liabilities | 14,296 | 16,682 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |||
Shareholders' equity: | |||
Ordinary share of NIS 1.75 par value-Authorized: 25,000,000 shares at June 30, 2024 and December 31, 2023;Issued: 9,205,560 and 9,161,798 shares at June 30, 2024 and December 31, 2023, respectively; Outstanding:8,630,902 and 8,587,140 shares as of June 30, 2024 and December 31, 2023 respectively | 4,508 | [1] | 4,487 |
Additional paid-in capital | 281,845 | 281,109 | |
Treasury Shares at cost, 574,658 ordinary shares at June 30, 2024 and December 31, 2023 | (3,203) | (3,203) | |
Accumulated deficit | (246,463) | (235,883) | |
Total shareholders' equity | 36,687 | 46,510 | |
Total liabilities and shareholders' equity | $ 50,983 | $ 63,192 | |
[1]Reflects our one-for-seven reverse share split that became effective on March 15, 2024. See Note 8a to the condensed consolidated financial statements. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 311 | $ 328 |
Ordinary shares, authorized | 25,000,000 | 25,000,000 |
Ordinary shares, issued | 9,205,560 | 9,161,798 |
Ordinary shares, outstanding | 8,630,902 | 8,587,140 |
Treasury stock common shares | 574,658 | 574,658 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical 1) - ₪ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | ₪ 1.75 | ₪ 1.75 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Revenues | $ 6,707 | $ 1,337 | $ 11,990 | $ 2,567 | |
Cost of revenues | 3,950 | 761 | 7,838 | 1,420 | |
Gross profit | 2,757 | 576 | 4,152 | 1,147 | |
Operating expenses: | |||||
Research and development, net | 1,205 | 816 | 2,496 | 1,568 | |
Sales and marketing | 4,403 | 2,504 | 9,417 | 4,988 | |
General and administrative | 1,592 | 2,414 | 3,184 | 4,124 | |
Total operating expenses | 7,200 | 5,734 | 15,097 | 10,680 | |
Operating loss | (4,443) | (5,158) | (10,945) | (9,533) | |
Financial income, net | 144 | 558 | 376 | 636 | |
Loss before income taxes | (4,299) | (4,600) | (10,569) | (8,897) | |
Taxes on income | 5 | 42 | 11 | 66 | |
Net loss | $ (4,304) | $ (4,642) | $ (10,580) | $ (8,963) | |
Net loss per ordinary share, basic | $ (0.5) | $ (0.55) | $ (1.23) | $ (1.05) | |
Net loss per ordinary share, diluted | $ (0.5) | $ (0.55) | $ (1.23) | $ (1.05) | |
Weighted average number of shares used in computing net loss per ordinary share, basic | [1] | 8,608,937 | 8,502,201 | 8,599,520 | 8,502,184 |
Weighted average number of shares used in computing net loss per ordinary share, diluted | [1] | 8,608,937 | 8,502,201 | 8,599,520 | 8,502,184 |
[1]Reflects our one-for-seven reverse share split that became effective on March 15, 2024. See Note 8a to the condensed consolidated financial statements. |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Treasury Shares | Accumulated deficit | Total |
Balance at Dec. 31, 2022 | $ 4,489 | $ 279,857 | $ (2,431) | $ (213,750) | $ 68,165 |
Balance, shares at Dec. 31, 2022 | 8,584,313 | ||||
Treasury shares at cost | $ (78) | 0 | (772) | 0 | (850) |
Treasury shares at cost, Shares | (155,629) | ||||
Share-based compensation to employees and non-employees | $ 0 | 622 | 0 | 0 | 622 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | $ 24 | (24) | 0 | 0 | 0 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees, Shares | 49,319 | ||||
Net loss | $ 0 | 0 | 0 | (8,963) | (8,963) |
Balance at Jun. 30, 2023 | $ 4,435 | 280,455 | (3,203) | (222,713) | 58,974 |
Balance, shares at Jun. 30, 2023 | 8,478,003 | ||||
Balance at Mar. 31, 2023 | $ 4,445 | 280,152 | (3,007) | (218,071) | 63,519 |
Balance, shares at Mar. 31, 2023 | 8,497,413 | ||||
Treasury shares at cost | $ (25) | 0 | (196) | 0 | (221) |
Treasury shares at cost, Shares | (51,293) | ||||
Share-based compensation to employees and non-employees | $ 0 | 318 | 0 | 0 | 318 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | $ 15 | (15) | 0 | 0 | 0 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees, Shares | 31,883 | ||||
Net loss | $ 0 | 0 | 0 | (4,642) | (4,642) |
Balance at Jun. 30, 2023 | $ 4,435 | 280,455 | (3,203) | (222,713) | 58,974 |
Balance, shares at Jun. 30, 2023 | 8,478,003 | ||||
Balance at Dec. 31, 2023 | $ 4,487 | 281,109 | (3,203) | (235,883) | 46,510 |
Balance, shares at Dec. 31, 2023 | 8,587,140 | ||||
Share-based compensation to employees and non-employees | $ 0 | 757 | 0 | 0 | 757 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | $ 21 | (21) | 0 | 0 | 0 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees, Shares | 43,762 | ||||
Net loss | $ 0 | 0 | 0 | (10,580) | (10,580) |
Balance at Jun. 30, 2024 | $ 4,508 | 281,845 | (3,203) | (246,463) | 36,687 |
Balance, shares at Jun. 30, 2024 | 8,630,902 | ||||
Balance at Mar. 31, 2024 | $ 4,494 | 281,483 | (3,203) | (242,159) | 40,615 |
Balance, shares at Mar. 31, 2024 | 8,601,844 | ||||
Share-based compensation to employees and non-employees | $ 0 | 376 | 0 | 0 | 376 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | $ 14 | (14) | 0 | 0 | 0 |
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees, Shares | 29,058 | ||||
Net loss | $ 0 | 0 | 0 | (4,304) | (4,304) |
Balance at Jun. 30, 2024 | $ 4,508 | $ 281,845 | $ (3,203) | $ (246,463) | $ 36,687 |
Balance, shares at Jun. 30, 2024 | 8,630,902 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows used in operating activities: | ||
Net loss | $ (10,580) | $ (8,963) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 246 | 67 |
Amortization of intangible assets | 1,663 | 0 |
Share-based compensation | 757 | 622 |
Remeasurement of earnout liability | (492) | 0 |
Interest income | (4) | (10) |
Exchange rate fluctuations | 15 | (5) |
Changes in assets and liabilities: | ||
Trade receivables, net | (2,149) | 262 |
Prepaid expenses, operating lease right-of-use assets and other assets | 637 | (875) |
Inventories | (1,489) | (421) |
Trade payables | (220) | 890 |
Employees and payroll accruals | (477) | (346) |
Deferred revenues | (302) | 85 |
Operating lease liabilities and other liabilities | (895) | (45) |
Net cash used in operating activities | (13,290) | (8,739) |
Cash flows from financing activities: | ||
Purchase of treasury shares | 0 | (986) |
Net cash used in financing activities | 0 | (986) |
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash | (15) | 5 |
Decrease in cash, cash equivalents, and restricted cash | (13,305) | (9,720) |
Cash, cash equivalents, and restricted cash at beginning of period | 28,792 | 68,555 |
Cash, cash equivalents, and restricted cash at end of period | 15,487 | 58,835 |
Supplemental disclosures of non-cash flow information | ||
Other payables related to shares re-purchase | 0 | 6 |
Classification of inventory to property and equipment | 241 | 0 |
ROU assets obtained from new lease liabilities | 0 | 513 |
Supplemental cash flow information: | ||
Cash and cash equivalents | 15,131 | 58,184 |
Restricted cash included in other long-term assets | 356 | 651 |
Total Cash, cash equivalents, and restricted cash | $ 15,487 | $ 58,835 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1: GENERAL a. ReWalk Robotics Ltd. (“RRL”, and together with its subsidiaries, the “Company”), doing business as Lifeward, was incorporated under the laws of the State of Israel on June 20, 2001, and commenced operations on the same date. On January 29, 2024, the Company announced that it had rebranded as Lifeward and the subsidiaries of RRL were each renamed to reflect the new corporate identity. b. RRL has three wholly owned (directly and indirectly) subsidiaries: (i) Lifeward Inc. (“LI”) originally incorporated under the laws of Delaware on February 15, 2012 under the name of ReWalk Robotics, Inc., (ii) Lifeward GMBH (“LG”) originally incorporated under the laws of Germany on January 14, 2013 under the name of ReWalk Robotics GMBH, and (iii) Lifeward CA, Inc. ( “LCAI”) originally incorporated in Delaware on October 21, 2004 under the name of Gravus, Inc., which was later changed to AlterG, Inc. on June 30, 2005. c. The Company is a medical device company that designs, develops, and commercializes life-changing solutions that span the continuum of care in physical rehabilitation and recovery, delivering proven functional and health benefits in clinical settings as well as in the home and community. The Company’s initial product offerings were the ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury (collectively, the “SCI Products”). These devices are robotic exoskeletons that are designed for individuals with paraplegia that use the Company’s patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury the ability to stand and walk again during everyday activities at home or in the community. The Company has sought to expand its product offerings beyond the SCI Products through internal development and distribution agreements. The Company has developed its ReStore Exo-Suit device (the “ReStore”), which it began commercializing in June 2019. The ReStore is a powered, lightweight soft exo-suit intended for use during the rehabilitation of individuals with lower limb disabilities due to stroke. During the second quarter of 2020, the Company signed an agreement to distribute product lines in the United States. The Company is the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles available to US veterans through VA hospitals. We refer to the MyoCycle devices as our “Distributed Product.” On August 11, 2023, pursuant to an Agreement and Plan of Merger among LI, AlterG, Inc., Atlas Merger Sub, Inc., a wholly owned subsidiary of AlterG, Inc. (“Merger Sub”), and Shareholder Representative Services LLC, dated August 8, 2023, LI acquired AlterG, Inc. and AlterG, Inc. became a wholly owned subsidiary of the Company. With the rebranding of the Company, AlterG, Inc. was renamed as LCAI. For accounting purposes, LI was considered the acquirer and AlterG, Inc. was considered the acquiree. The acquisition was accounted for using the acquisition method of accounting. See Note 5 for additional information. The Company made its first acquisition to supplement its internal growth when it acquired AlterG, Inc., a leading provider of anti-gravity systems for use in physical and neurological rehabilitation. The Company paid a cash purchase price of approximately $19 million at closing and additional cash earnouts may be paid based upon a percentage of AlterG’s year-over-year revenue growth over the two years following the closing. The AlterG anti-gravity systems use patented, NASA-derived Differential Air Pressure (“DAP”) technology to reduce the effects of gravity and allow people to rehabilitate with finely calibrated support and reduced pain. The Company will continue to evaluate other products for distribution or acquisition that can broaden its product offerings further to help individuals with neurological injury and disability. The Company markets and sells its products directly to institutions and individuals and through third-party distributors. The Company sells its products directly primarily in the United States, through a combination (depending on the product line) of direct sales and distributors in Germany, Canada, and Australia, and primarily through distributors in other markets. In its direct markets, the Company has established relationships with clinics and rehabilitation centers, professional and college sports teams, and individuals and organizations in the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. d. As of June 30, 2024, the Company incurred a consolidated net loss of $10.6 million and has an accumulated deficit in the total amount of $246.5 million. The Company’s cash and cash equivalents as of June 30, 2024 totaled $15.1 million and the Company’s negative operating cash flow for the six months ended June 30, 2024 was $13.3 million. The Company has sufficient funds to support its operations for more than 12 months following the issuance date of its unaudited condensed consolidated financial statements for the six months ended June 30, 2024. The Company expects to incur future net losses and its transition to profitability is dependent upon, among other things, the successful development and commercialization of its products and product candidates, the establishment of contracts for the distribution of new product lines, or the acquisition of additional product lines, any of which, or in combination, would contribute to the achievement of a level of revenues adequate to support its cost structure. If the Company will not achieve a level of revenues adequate to support its cost structure, the Company will apply reductions in its costs. Until the Company achieves profitability or generates positive cash flows, it will continue to need to raise additional cash. The Company intends to fund future operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing. In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources and will continue to address its cost structure. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations. |
BASIS OF PRESANTATION AND SUMMA
BASIS OF PRESANTATION AND SUMMARY OF ESTIMATES | 6 Months Ended |
Jun. 30, 2024 | |
Basis Of Presantation And Summary Of Estimates [Abstract] | |
BASIS OF PRESANTATION AND SUMMARY OF ESTIMATES | NOTE 2: BASIS OF PRESANTATION AND SUMMARY OF ESTIMATES Basis of Presentation and Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In management’s opinion, the accompanying financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the 2023 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, (the “2023 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed in the consolidated financial statements for the fiscal year ended December 31, 2023 included in the 2023 Form 10-K, unless otherwise stated. Use of Estimates The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to inventories, assets acquired and liabilities assumed in business combinations, revenue recognition, deferred revenue, fair values of share-based awards, contingent liabilities, provision for warranty and allowance for credit losses. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3: SIGNIFICANT ACCOUNTING POLICIES a. Business Combinations The Company accounts for business combinations in accordance with ASC 805, “Business Combinations”. For business combinations accounted for under the acquisition method, ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The Company determines the recognition of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged. The excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Determining the fair value of the identifiable assets and liabilities requires management to use significant judgment and estimates including the forecasted revenue and revenues growth rates, discount rates, customer contract renewal rates and customer attrition rates. The process of estimating the fair values requires significant estimates, especially with respect to intangible assets. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involves a significant degree of judgment. Acquisition-related costs include legal fees, consulting and success fees, and other non-recurring integration related costs. Acquisition-related costs are expensed as incurred. b. Goodwill and Other Intangibles For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The Company has no indefinite-lived intangible assets other than goodwill. Acquired identifiable finite-lived intangible assets include identifiable acquired technology, customer relationships, trademarks and backlog and are amortized on a straight-line basis over the estimated useful lives of the assets. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. Goodwill is not amortized and is tested for impairment at least annually. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices of the Company’s stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company recognizes an impairment of goodwill for the amount of this excess. The Company determined no impairment existed for goodwill for the three and six months ended June 30, 2024. The Company evaluates the recoverability of long-lived assets, including property and equipment and intangible assets subject to amortization for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges to long-lived assets during the periods presented. c. Fair Value Measurements Cash and cash equivalents, restricted cash, prepaid expenses and other assets, trade payables and accrued expenses and other liabilities, are stated at their carrying value which approximates their fair value due to the short time to the expected receipt or payment. The following tables present information about the Company’s financial assets and liabilities that are measured in fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands): Fair value measurements as of Description Fair Value Hierarchy June 30, 2024 December 31, 2023 Financial assets Money market funds included in cash and cash equivalent Level 1 $ 2,621 $ 2,550 Treasury bills included in cash and cash equivalent Level 1 2,612 2,525 Total Assets Measured at Fair Value $ 5,233 $ 5,075 Financial Liabilities Earnout Level 3 $ 2,800 $ 3,292 Total liabilities measured at fair value $ 2,800 $ 3,292 The Company classifies cash equivalents within Level 1, because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair values. The earnout was valued using a Monte Carlo simulation analysis, which is considered to be a Level 3 fair value measurement. The following table summarizes the earnout liability activity as of June 30, 2024 (in thousands): Earnout 2024 Balance December 31, 2023 $ 3,292 Change in fair value (492 ) Balance June 30, 2024 $ 2,800 d. Revenue Recognition The Company generates revenues from sales of products. The Company sells its products directly to end customers and through distributors. The Company sells its products to clinics and rehabilitation centers, professional and college sports teams, private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), and distributors. Disa re ation of Revenues (in thousands Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Product $ 5,128 $ 989 $ 8,867 $ 1,931 Rental 882 198 1,768 382 Service and warranty 697 150 1,355 254 Total Revenues $ 6,707 $ 1,337 $ 11,990 $ 2,567 Product revenue Revenue from Products sold to rehabilitation facilities and end users is recognized at a point in time once the customer has obtained the legal title to the items purchased. For ReWalk and ReStore systems sold to rehabilitation facilities, the Company provides an immaterial level of training and considers the elements in the arrangement to be a single performance obligation. Therefore, the Company recognizes revenue for the system and training only after delivery in accordance with the agreement's delivery terms to the customer and after the training has been completed. For sales of ReWalk systems to end users, the Company does not provide training to the end user as this training is provided separately by the rehabilitation center that the end user chooses to use. Similarly, for sales of ReWalk systems to third party distributors, the Company does not provide training to the distributor because the distributor would previously have completed the ReWalk Training program. Therefore, in both cases the Company recognizes revenue upon delivery. The Company generally does not grant a right of return for its products. In the rare circumstances when the Company provides a right of return for its products, the Company records reductions to revenue for expected future product returns based on the Company’s historical experience and estimates. The Company offered five products: (1) ReWalk Personal, (2) ReWalk Rehabilitation, (3) ReStore, (4) MyoCycle and (5) AlterG Anti-Gravity system. ReWalk Personal and ReWalk Rehabilitation are SCI Products, which are currently designed for everyday use by paraplegic individuals at home and in their communities. SCI Products are custom fitted for each user, as well as for use by paraplegic patients in the clinical rehabilitation environment, where they provide individuals access to valuable exercise and therapy. ReWalk Rehabilitation is a ReWalk Personal product sold with multiple sizes of our adjustable parts to allow different users the ability to train within a clinic. The AlterG Anti-Gravity systems are used in physical and neurological rehabilitation and athletic training, both domestically and internationally. This transformative technology uses patented, NASA-derived DAP technology to reduce the effects of gravity and allow people to move with finely calibrated support and reduced pain. The ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with lower limb disability due to stroke in the clinical rehabilitation environment. The Company also sells the MyoCycle, which uses Functional Electrical Stimulation (“FES”) technology, in the United States for use at home or in clinic. Rental revenue Rental revenue for the AlterG Anti-Gravity systems is accounted for under ASC Topic 842, Leases. The Company rents its products to customers for a fixed monthly fee over the rental term, which typically ranges from 2 to 3 years. Rental revenues are recorded as earned on a monthly basis. The Company also offers the SCI Products in a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed rental monthly fee for a limited period prior to selling its products. Service and warranties The Company services its products after expiration of the initial warranty. Service revenue, consisting of time and materials to perform the repairs, is recorded as services are rendered, which corresponds with the period in which the related expenses are incurred. Warranties are classified as either an assurance type or a service type warranty. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended for a limited period of time. An assurance type warranty is not accounted for as a separate performance obligation under the revenue model. In recent years, SCI Products have included a five-year warranty. The first two years are considered as an assurance type warranty and the additional period is considered an extended service arrangement, which is a service type warranty. A service type warranty is either sold with a unit or separately for a unit for which the warranty has expired. A service type warranty is accounted as a separate performance obligation and revenue is recognized ratably over the life of the warranty. With the recent establishment of a Medicare reimbursement pathway, the Company will offer its SCI Products to qualified Medicare beneficiaries with a two-year assurance type warranty only. The ReStore device is sold with a two-year warranty which is considered as assurance type warranty. The Distributed Product is sold with an assurance type warranty ranging from between one year to ten years, depending on the specific product and part. For AlterG Anti-Gravity Products, the Company offers customers extended warranty contracts that extend or enhance the technical support, parts, and labor coverage offered as part of the base warranty included with the Anti-Gravity system products. Extended warranty revenue is recognized ratably over the extended warranty coverage period. The Company offers a one-year assurance type warranty to customers in the U.S. and two years assurance type warranty for spare parts only to its international distributors. For these products, the Company determines standalone selling price based on the price at which the performance obligation is sold separately. Contract balances (in thousands June 30, December 31, 2024 2023 Trade receivable, net of credit losses (1) $ 5,269 $ 3,120 Deferred revenues (1) (2) $ 2,708 $ 3,010 (1) Balance presented net of unrecognized revenues that were not yet collected. (2) During the six months ended June 30, 2024, $988 thousand of the December 31, 2023 deferred revenues balance was recognized as revenues. Deferred revenue is composed primarily of unearned revenue related to service type warranty obligations, multi-year services contracts, as well as other advances and payments which the Company received from customers prior to satisfying the performance obligation, for which revenue has not yet been recognized. The Company’s unearned performance obligations as of June 30, 2024 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $2.9 million, which will be fulfilled over one to five years. e. Concentrations of Credit Risks: The below table reflects the concentration of credit risk for the Company’s current customers as of June 30, 2024, to which substantial sales were made: June 30, December 31, 2024 2023 Customer A 52 % - The allowance for credit losses is based on the Company’s assessment of the collectability of accounts. The Company regularly assessed collectability based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and future expected economic conditions. Trade receivables deemed uncollectable are charged against the allowance for credit losses when identified. As of June 30, 2024, and December 31, 2023, trade receivables are presented net of allowance for credit losses in the amount of $311 thousand and $328 thousand, respectively. f. Warranty provision For assurance-type warranty, the Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. US Dollars in thousands Balance at December 31, 2023 $ 348 Provision 441 Usage (367 ) Balance at June 30, 2024 $ 422 g. Basic and diluted net loss per ordinary share: Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares and warrants outstanding would have been anti-dilutive. As of June 30, 2024 and 2023, the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 2,503,297 and 2,780,571, respectively, was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect. h. New Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted i. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this standard. ii. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, “Segment Reporting” on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4: INVENTORIES The components of inventories are as follows (in thousands): June 30, December 31, 2024 2023 Finished products $ 4,344 $ 3,157 Raw materials 2,849 2,496 $ 7,193 $ 5,653 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 5: BUSINESS COMBINATION On August 11, 2023, pursuant to an Agreement and Plan of Merger among LI, AlterG, Inc., Merger Sub, and Shareholder Representative Services LLC, LI, August 8, 2023, the Company acquired AlterG, Inc.and AlterG, Inc.became a wholly owned subsidiary of the Company. With the rebranding of the Company, AlterG, Inc. was renamed as LCAI. LCAI develops, manufactures, and markets anti-gravity systems for use in physical and neurological rehabilitation and athletic training, both in the United States and internationally. The aggregate purchase price was a total of approximately $19 million in cash, subject to working capital and other customary purchase price adjustments. Additional cash earnouts (in an anticipated amount of approximately $4.0 million in the aggregate) may be paid based upon a percentage of LCAI’s year-over-year future revenue growth over the next two years subject to working capital and other customary purchase price adjustments. The total consideration transferred is as follows (in thousands): Cash $ 18,493 Earnout payments $ 3,607 Total consideration $ 22,100 Earnout payments The Company will pay an amount of cash equal to 65% of the amount, if any, by which LCAI revenue attributable to the first 12 months period exceeds revenue target ("first earnout payment"), and an amount in cash equal to 65% of the amount, if any, by which LCAI revenue attributable to the following 12 months period exceeds the revenue from the first 12 month period ("second earnout payment"). At the date of acquisition, management estimated fair value of the earnout payment based on the actual up to date performance of the acquired entity and the probability of the earn out payment occurrence to be at approximately $3.6 million. The earn-out was accounted for as a liability and will be remeasured at each reporting period through consolidated statement of operations. The Company has accounted for the LCAI acquisition as a business combination. The Company has preliminarily allocated the purchase price of approximately $22.1 million fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash and cash equivalent $ 478 Restricted cash 51 Accounts receivable 1,773 Inventory 3,330 Prepaid expenses and other current assets 470 Right of use asset 1,151 Property and equipment, net 827 Other non-current assets 30 Goodwill 7,538 Intangible assets 14,133 Accounts payable (2,082 ) Accrued compensation (766 ) Other accrued liabilities (1,059 ) Deferred revenue (2,088 ) Warranty Obligations (535 ) Leases Liability (1,151 ) Total purchase consideration $ 22,100 The following table presents the details of the intangible assets acquired at the date of LCAI acquisition (in thousands): Estimated Fair Value Estimated Useful Life (Years) Trademark $ 795 3 Technology 6,161 4 Customer relationship - Warranty 201 2 Customer relationship - Rental 2,102 4 Customer relationship - Distribution 4,578 5 Backlog 296 1 Under the purchase price allocation, the Company allocates the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the estimates of their fair values. The fair values for the intangible assets acquired were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement in the fair value hierarchy. Customer relationships, distributor relationships, backlog, trademark and developed technology were valued using the income approach, based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The discounted cash flow analyses factor in assumptions on revenue and expense growth rates including estimates of customer growth and attrition rates, distributor growth and attrition rates, technology obsolescence, and relief from royalty projections. Additionally, these discounted cash flow analyses factor in expected amounts of working capital, fixed assets, assembled workforce and cost of capital for each intangible asset. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS, NET The Company has $7.5 million of goodwill related to its purchase of LCAI in the third quarter of fiscal year 2023, which has an indefinite life, and is not deductible for tax purposes. As of June 30, 2024, the components of, and changes in, the carrying amount of intangible assets, net, were as follows (in thousands): Cost June 30, 2024 Accumulated Amortization Intangible Assets, Net Trademark 795 (235 ) 560 Technology 6,161 (1,370 ) 4,791 Customer relationship - Warranty 201 (90 ) 111 Customer relationship - Rental 2,102 (468 ) 1,634 Customer relationship - Distribution 4,578 (812 ) 3,766 Backlog 296 (296 ) - Total Amortized Intangible Assets 14,133 (3,271 ) 10,862 The estimated amortization expense is shown below (in thousands): Fiscal 2024 (period remaining) $ 1,684 Fiscal 2025 3,307 Fiscal 2026 3,143 Fiscal 2027 2,172 Fiscal 2028 556 Total 10,862 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7: COMMITMENTS AND CONTINGENT LIABILITIES a. Purchase commitments: The Company has contractual obligations to purchase goods from its contract manufacturer as well as raw materials from different vendors. Purchase obligations do not include contracts that may be canceled without penalty. As of June 30, 2024, non-cancelable outstanding obligations amounted to approximately $7.2 million. b. Operating lease commitment: (i) The Company operates from leased facilities in Israel, the United States and Germany. These leases expire in 2025. A portion of the Company’s facilities leases is generally subject to annual changes in the Consumer Price Index (the “CPI”). The changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. (ii) RRL and LG lease cars for their employees under cancelable operating lease agreements expiring at various dates between 2024 and 2026. A subset of the Company’s car leases is considered variable. The variable lease payments for such cars leases are based on actual mileage incurred at the stated contractual rate. RRL and LG have an option to be released from these agreements, which may result in penalties in a maximum amount of approximately $28 thousand as of June 30, 2024. The Company’s future lease payments for its facilities and cars, which are presented as current maturities of operating leases and non-current operating leases liabilities on the Company’s condensed consolidated balance sheets as of June 30, 2024 are as follows (in thousands): 2024 $ 679 2025 670 2026 12 Total lease payments 1,361 Less: imputed interest (71 ) Present value of future lease payments 1,290 Less: current maturities of operating leases (1,167 ) Non-current operating leases $ 123 Weighted-average remaining lease term (in years) 1.15 Weighted-average discount rate 9.17 % Lease expense under the Company’s operating leases was $325 thousand and $196 thousand for the three months ended June 30, 2024 and 2023 respectively. For the six months ended June 30, 2024 and 2023 the lease expense was $653 thousand and $388 thousand, respectively. c. Royalties The Company’s research and development efforts are financed, in part, through funding from the Israel Innovation Authority (“IIA”). Since the Company’s inception through June 30, 2024, the Company received funding from the IIA in the total amount of $2.7 million. Out of the $2.7 million in funding from the IIA, a total amount of $1.6 million were royalty-bearing grants, $400 thousand was received in consideration of 209 convertible preferred A shares, which converted after the Company’s initial public offering in September 2014 into ordinary shares in a conversion ratio of 1 to 1, while $723 thousand was received without future obligation. The Company is obligated to pay royalties to the IIA, amounting to 3% of the sales of the products and other related revenues generated from such projects, up to 100% of the grants received. The royalty payment obligations also bear interest at the LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the applicable products and in the absence of such sales, no payment is required. As of June 30, 2024, the Company paid royalties to the IIA in the total amount of $114 thousand. For the three and six months ended June 30, 2024, the royalties expenses were $2 thousand. There were no royalty expenses for the three and six months ended June 30, 2023. As of June 30, 2024, the contingent liability to the IIA amounted to $1.6 million. The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA. Such approval is not required for the sale or export of any products resulting from such research or development. The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel, in the following cases: (a) the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how or in consideration for the sale of the grant recipient itself, as the case may be, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer); (b) the grant recipient receives know-how from a third party in exchange for its IIA-funded know-how; (c) (such transfer of IIA-funded know-how arises in connection with certain types of cooperation in research and development activities; or (d) If such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient. In accordance with the License Agreement with Harvard, the Company is required to pay royalties on net sales. Refer to note 10 in our 2023 Form 10-K for details regarding the License Agreement. LCAI earns royalties under a license agreement with a third party and is recognized as earned. Royalty payments for the three and six months ended June 30, 2024, were $32 and $55 thousand, respectively. d. Liens: As part of the Company’s other long-term assets and restricted cash, an amount of $356 thousand has been pledged as security in respect of a guarantee granted to a third party. Such deposit cannot be pledged to others or withdrawn without the consent of such third party. e. Legal Claims: Occasionally, the Company is involved in various claims such as product liability claims, lawsuits, regulatory examinations, investigations, and other legal matters arising, for the most part, in the ordinary course of business. The outcome of any pending or threatened litigation and other legal matters is inherently uncertain, and it is possible that resolution of any such matters could result in losses material to the Company’s consolidated results of operations, liquidity, or financial condition. Except as otherwise disclosed herein, the Company is not currently party to any material litigation. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8: SHAREHOLDERS’ EQUITY a. Reverse share split: At the Company’s 2023 annual general meeting, the Company’s shareholders approved (i) a reverse share split within a range of 1:2 to 1:12, to be effective at the ratio and on a date to be determined by the Board of Directors, and (ii) amendments to the Company’s Articles of Association authorizing an increase in the Company’s authorized share capital (and corresponding authorized number of ordinary shares, proportionally adjusting such number for the reverse share split) so that the maximum number of authorized ordinary shares would be 120 million. In accordance with the shareholder approval, in early March 2024 the Board of Directors of the Company approved a one-for-seven reverse share split of the Company’s ordinary shares, reducing the number of the Company’s issued and outstanding ordinary shares from approximately 60.1 million pre-split shares to approximately 8.6 million post-split shares. The Company’s ordinary shares began trading on a split-adjusted basis on March 15, 2024. Additionally, effective at the same time, the total authorized number of ordinary shares of the Company was adjusted to 25 million post-split shares, the par value per share of the ordinary shares changed to NIS 1.75 and the authorized share capital of the Company changed from NIS 30,000,000 to NIS 43,750,000. All share and per share data included in these condensed consolidated financial statements give retroactive effect to the reverse share split for all periods presented. Upon the effectiveness of the reverse share split, every seven shares were automatically combined and converted into one ordinary share. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants. No fractional shares were issued in connection with the reverse share split. Instead, all fractional shares (including shares underlying outstanding equity awards and warrants) were rounded down to the nearest whole number. b. Share option plans: As of June 30, 2024, and December 31, 2023, the Company had reserved 134,777 and 145,560 ordinary shares, respectively, for issuance to the Company’s and its affiliates’ respective employees, directors, officers, and consultants pursuant to equity awards granted under the Company's 2014 Incentive Compensation Plan (the “2014 Plan”). Options to purchase o rdinary shares generally vest over four years, with certain options to non-employee directors vesting quarterly over one year. There were no options granted during the six months ended June 30, 2024 and 2023. The fair value of RSUs granted is determined based on the price of the Company's ordinary shares on the date of grant. A summary of employee share options activity during the three months ended June 30, 2024 is as follows: Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding as of December 31, 2023 4,723 $ 259.73 4.39 $ - Granted - - - - Exercised - - - - Forfeited - - - - Options outstanding as of June 30, 2024 4,723 $ 259.73 3.89 $ - Options exercisable as of June 30, 2024 4,723 $ 259.73 3.89 $ - The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders that hold options with positive intrinsic value exercised their options on the last date of the exercise period. No options were exercised during the six months ended June 30, 2024 and 2023. A summary of employees and non-employees RSUs activity during the six months ended June 30, 2024 is as follows: Number of shares underlying outstanding RSUs Weighted- average grant date fair value Unvested RSUs as of December 31, 2023 538,885 $ 6.07 Granted 12,390 5.00 Vested (43,762 ) 8.17 Forfeited (1,607 ) 6.83 Unvested RSUs as of June 30, 2024 505,906 $ 5.86 The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2024, and 2023 was $5.00 and $4.20, respectively. As of June 30, 2024, there were $2.0 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's 2014 Plan. This cost is expected to be recognized over a period of approximately 2.5 years. The number of options and RSUs outstanding as of June 30, 2024 is set forth below, with options separated by range of exercise price. Weighted Weighted Options and RSUs average remaining Options outstanding and average remaining Range of outstanding as of contractual exercisable as of contractual exercise price June 30, 2024 life (years) (1) June 30, 2024 life (years) (1) RSUs only 505,906 - - - $ 37.6 1,774 4.74 1,774 4.74 $ 178.5 - $236.3 1,845 3.85 1,845 3.85 $ 350 - $367.5 887 2.96 887 2.96 $ 1,277.5 - $3,634.8 217 1.14 217 1.14 510,629 3.89 4,723 3.89 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. c. Share-based awards to non-employee consultants: As of June 30, 2024, there are 784 outstanding RSUs held by non-employee consultants. d. Treasury shares: On June 2, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $8.0 million of its Ordinary Shares, par value NIS 0.25 per share. On July 21, 2022, the Company received approval from an Israeli court for the share repurchase program. The program was scheduled to expire on the earlier of January 20, 2023, or reaching $8.0 million of repurchases. On December 22, 2022, the Company’s Board of Directors approved an extension of the repurchase program, with such extension to be in the aggregate amount of up to $5.8 million. The extension was approved by an Israeli court on February 9, 2023, and it expired on August 9, 2023. As of June 30, 2024, pursuant to the Company’s share repurchase program, the Company had repurchased a total of 574,658 of its outstanding ordinary shares at a total cost of $3.5 million. e. Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable that were classified as equity as of June 30, 2024: Issuance date Warrants outstanding Exercise price per warrant Warrants outstanding and exercisable Contractual term (number) (number) December 31, 2015 (1) 681 $ 52.50 681 See footnote (1) December 28, 2016 (2) 272 $ 52.50 272 See footnote (1) April 5, 2019 (3) 58,350 $ 35.98 58,350 October 7, 2024 June 12, 2019 (4) 59,523 $ 42.00 59,523 December 12, 2024 February 10, 2020 (5) 4,054 $ 8.75 4,054 February 10, 2025 February 10, 2020 (6) 15,120 $ 10.94 15,120 February 10, 2025 July 6, 2020 (7) 64,099 $ 12.32 64,099 January 2, 2026 July 6, 2020 (8) 42,326 $ 15.95 42,326 January 2, 2026 December 8, 2020 (9) 83,821 $ 9.38 83,821 June 8, 2026 December 8, 2020 (10) 15,543 $ 12.55 15,543 June 8, 2026 February 26, 2021 (11) 780,095 $ 25.20 780,095 August 26, 2026 February 26, 2021 (12) 93,612 $ 32.05 93,612 August 26, 2026 September 29, 2021 (13) 1,143,821 $ 14.00 1,143,821 March 29, 2027 September 29, 2021 (14) 137,257 $ 17.81 137,257 September 27, 2026 2,498,574 2,498,574 (1) Represents warrants for ordinary shares issuable upon an exercise price of $52.50 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of June 30, 2024. (2) Represents common warrants that were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms. (3) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019. (4) Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019. (5) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of June 30, 2024, 534,300 warrants were exercised for a total consideration of $4,675,125. During the six months ended June 30, 2024, no warrants were exercised. (6) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of June 30, 2024, 32,880 warrants were exercised for a total consideration of $359,625. During the six months ended June 30, 2024, no warrants were exercised. (7) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. As of June 30, 2024, 288,634 warrants were exercised for a total consideration of $3,556,976. During the six months that ended June 30, 2024, no warrants were exercised. (8) Represents warrants that were issued to the placement agent as compensation for his role in the Company’s July 2020 registered direct offering. (9) Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020. As of June 30, 2024, 514,010 warrants were exercised for a total consideration of $4,821,416. During the six months that ended June 30, 2024, no warrants were exercised. (10) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. As of June 30, 2024, 32,283 warrants were exercised for a total consideration of $405,003. During the six months that ended June 30, 2024, no warrants were exercised. (11) Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021. (12) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement. (13) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021. (14) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering. f. Share-based compensation expense for employees and non-employees: The Company recognized non-cash share-based compensation expenses for both employees and non-employees in the condensed consolidated statements of operations as follows (in thousands): Six Months Ended June 30, 2024 2023 Cost of revenues $ 9 $ 1 Research and development, net 92 66 Sales and marketing 218 164 General and administrative 438 391 Total $ 757 $ 622 |
FINANCIAL INCOME, NET
FINANCIAL INCOME, NET | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME, NET | NOTE 9: FINANCIAL INCOME, NET The components of financial (expenses) income, net were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Foreign currency transactions and other $ (14 ) $ 9 $ (37 ) $ 22 Interest Income 196 557 484 630 Bank commissions (38 ) (8 ) (71 ) (16 ) $ 144 $ 558 $ 376 $ 636 |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA | NOTE 10: GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA Summary information about geographic areas: ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and derives revenues from selling systems and services. The following is a summary of revenues within geographic areas (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues based on customer’s location: United States $ 3,849 $ 924 $ 7,596 $ 1,801 Europe 2,308 411 3,477 735 Asia-Pacific 214 1 394 29 Rest of the world 336 1 523 2 Total revenues $ 6,707 $ 1,337 $ 11,990 $ 2,567 June 30, December 31, 2024 2023 Long-lived assets by geographic region (*): Israel $ 344 $ 529 United States 1,997 2,404 Germany 173 190 $ 2,514 $ 3,123 (*) Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets. Six Months Ended June 30, 2024 2023 Major customer data as a percentage of total revenues: Customer A 23 % * ) Customer B * ) 27 % *) Less than 10%. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 11: SUBSEQUENT EVENTS On July 25, 2024, Creative Value Capital Limited Partnership (“CVC”), which claims to be a beneficial shareholder of the Company, is seeking to add to the agenda of the Company’s Annual Meeting, which is scheduled for September 4, 2024, a proposal relating to the election of two CVC candidates to the Company’s Board of Directors. Following the Company’s rejection of CVC’s request as being non-compliant, CVC initiated litigation against the Company. The Company is seeking to have the CVC litigation dismissed. The case remains pending, and the court has scheduled a hearing in this matter on August 26, 2024. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Business Combinations | a. Business Combinations The Company accounts for business combinations in accordance with ASC 805, “Business Combinations”. For business combinations accounted for under the acquisition method, ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The Company determines the recognition of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged. The excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Determining the fair value of the identifiable assets and liabilities requires management to use significant judgment and estimates including the forecasted revenue and revenues growth rates, discount rates, customer contract renewal rates and customer attrition rates. The process of estimating the fair values requires significant estimates, especially with respect to intangible assets. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involves a significant degree of judgment. Acquisition-related costs include legal fees, consulting and success fees, and other non-recurring integration related costs. Acquisition-related costs are expensed as incurred. |
Goodwill and Other Intangibles | b. Goodwill and Other Intangibles For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The Company has no indefinite-lived intangible assets other than goodwill. Acquired identifiable finite-lived intangible assets include identifiable acquired technology, customer relationships, trademarks and backlog and are amortized on a straight-line basis over the estimated useful lives of the assets. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. Goodwill is not amortized and is tested for impairment at least annually. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices of the Company’s stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company recognizes an impairment of goodwill for the amount of this excess. The Company determined no impairment existed for goodwill for the three and six months ended June 30, 2024. The Company evaluates the recoverability of long-lived assets, including property and equipment and intangible assets subject to amortization for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges to long-lived assets during the periods presented. |
Fair Value Measurements | c. Fair Value Measurements Cash and cash equivalents, restricted cash, prepaid expenses and other assets, trade payables and accrued expenses and other liabilities, are stated at their carrying value which approximates their fair value due to the short time to the expected receipt or payment. The following tables present information about the Company’s financial assets and liabilities that are measured in fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands): Fair value measurements as of Description Fair Value Hierarchy June 30, 2024 December 31, 2023 Financial assets Money market funds included in cash and cash equivalent Level 1 $ 2,621 $ 2,550 Treasury bills included in cash and cash equivalent Level 1 2,612 2,525 Total Assets Measured at Fair Value $ 5,233 $ 5,075 Financial Liabilities Earnout Level 3 $ 2,800 $ 3,292 Total liabilities measured at fair value $ 2,800 $ 3,292 The Company classifies cash equivalents within Level 1, because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair values. The earnout was valued using a Monte Carlo simulation analysis, which is considered to be a Level 3 fair value measurement. The following table summarizes the earnout liability activity as of June 30, 2024 (in thousands): Earnout 2024 Balance December 31, 2023 $ 3,292 Change in fair value (492 ) Balance June 30, 2024 $ 2,800 |
Revenue Recognition | d. Revenue Recognition The Company generates revenues from sales of products. The Company sells its products directly to end customers and through distributors. The Company sells its products to clinics and rehabilitation centers, professional and college sports teams, private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), and distributors. Disa re ation of Revenues (in thousands Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Product $ 5,128 $ 989 $ 8,867 $ 1,931 Rental 882 198 1,768 382 Service and warranty 697 150 1,355 254 Total Revenues $ 6,707 $ 1,337 $ 11,990 $ 2,567 Product revenue Revenue from Products sold to rehabilitation facilities and end users is recognized at a point in time once the customer has obtained the legal title to the items purchased. For ReWalk and ReStore systems sold to rehabilitation facilities, the Company provides an immaterial level of training and considers the elements in the arrangement to be a single performance obligation. Therefore, the Company recognizes revenue for the system and training only after delivery in accordance with the agreement's delivery terms to the customer and after the training has been completed. For sales of ReWalk systems to end users, the Company does not provide training to the end user as this training is provided separately by the rehabilitation center that the end user chooses to use. Similarly, for sales of ReWalk systems to third party distributors, the Company does not provide training to the distributor because the distributor would previously have completed the ReWalk Training program. Therefore, in both cases the Company recognizes revenue upon delivery. The Company generally does not grant a right of return for its products. In the rare circumstances when the Company provides a right of return for its products, the Company records reductions to revenue for expected future product returns based on the Company’s historical experience and estimates. The Company offered five products: (1) ReWalk Personal, (2) ReWalk Rehabilitation, (3) ReStore, (4) MyoCycle and (5) AlterG Anti-Gravity system. ReWalk Personal and ReWalk Rehabilitation are SCI Products, which are currently designed for everyday use by paraplegic individuals at home and in their communities. SCI Products are custom fitted for each user, as well as for use by paraplegic patients in the clinical rehabilitation environment, where they provide individuals access to valuable exercise and therapy. ReWalk Rehabilitation is a ReWalk Personal product sold with multiple sizes of our adjustable parts to allow different users the ability to train within a clinic. The AlterG Anti-Gravity systems are used in physical and neurological rehabilitation and athletic training, both domestically and internationally. This transformative technology uses patented, NASA-derived DAP technology to reduce the effects of gravity and allow people to move with finely calibrated support and reduced pain. The ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with lower limb disability due to stroke in the clinical rehabilitation environment. The Company also sells the MyoCycle, which uses Functional Electrical Stimulation (“FES”) technology, in the United States for use at home or in clinic. Rental revenue Rental revenue for the AlterG Anti-Gravity systems is accounted for under ASC Topic 842, Leases. The Company rents its products to customers for a fixed monthly fee over the rental term, which typically ranges from 2 to 3 years. Rental revenues are recorded as earned on a monthly basis. The Company also offers the SCI Products in a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed rental monthly fee for a limited period prior to selling its products. Service and warranties The Company services its products after expiration of the initial warranty. Service revenue, consisting of time and materials to perform the repairs, is recorded as services are rendered, which corresponds with the period in which the related expenses are incurred. Warranties are classified as either an assurance type or a service type warranty. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended for a limited period of time. An assurance type warranty is not accounted for as a separate performance obligation under the revenue model. In recent years, SCI Products have included a five-year warranty. The first two years are considered as an assurance type warranty and the additional period is considered an extended service arrangement, which is a service type warranty. A service type warranty is either sold with a unit or separately for a unit for which the warranty has expired. A service type warranty is accounted as a separate performance obligation and revenue is recognized ratably over the life of the warranty. With the recent establishment of a Medicare reimbursement pathway, the Company will offer its SCI Products to qualified Medicare beneficiaries with a two-year assurance type warranty only. The ReStore device is sold with a two-year warranty which is considered as assurance type warranty. The Distributed Product is sold with an assurance type warranty ranging from between one year to ten years, depending on the specific product and part. For AlterG Anti-Gravity Products, the Company offers customers extended warranty contracts that extend or enhance the technical support, parts, and labor coverage offered as part of the base warranty included with the Anti-Gravity system products. Extended warranty revenue is recognized ratably over the extended warranty coverage period. The Company offers a one-year assurance type warranty to customers in the U.S. and two years assurance type warranty for spare parts only to its international distributors. For these products, the Company determines standalone selling price based on the price at which the performance obligation is sold separately. Contract balances (in thousands June 30, December 31, 2024 2023 Trade receivable, net of credit losses (1) $ 5,269 $ 3,120 Deferred revenues (1) (2) $ 2,708 $ 3,010 (1) Balance presented net of unrecognized revenues that were not yet collected. (2) During the six months ended June 30, 2024, $988 thousand of the December 31, 2023 deferred revenues balance was recognized as revenues. Deferred revenue is composed primarily of unearned revenue related to service type warranty obligations, multi-year services contracts, as well as other advances and payments which the Company received from customers prior to satisfying the performance obligation, for which revenue has not yet been recognized. The Company’s unearned performance obligations as of June 30, 2024 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $2.9 million, which will be fulfilled over one to five years. |
Concentrations of Credit Risks | e. Concentrations of Credit Risks: The below table reflects the concentration of credit risk for the Company’s current customers as of June 30, 2024, to which substantial sales were made: June 30, December 31, 2024 2023 Customer A 52 % - The allowance for credit losses is based on the Company’s assessment of the collectability of accounts. The Company regularly assessed collectability based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and future expected economic conditions. Trade receivables deemed uncollectable are charged against the allowance for credit losses when identified. As of June 30, 2024, and December 31, 2023, trade receivables are presented net of allowance for credit losses in the amount of $311 thousand and $328 thousand, respectively. |
Warranty provision | f. Warranty provision For assurance-type warranty, the Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. US Dollars in thousands Balance at December 31, 2023 $ 348 Provision 441 Usage (367 ) Balance at June 30, 2024 $ 422 |
Basic and diluted net loss per ordinary share: | g. Basic and diluted net loss per ordinary share: Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares and warrants outstanding would have been anti-dilutive. As of June 30, 2024 and 2023, the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 2,503,297 and 2,780,571, respectively, was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect. |
New Accounting Pronouncements | h. New Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted i. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this standard. ii. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, “Segment Reporting” on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities measured at fair value | Fair value measurements as of Description Fair Value Hierarchy June 30, 2024 December 31, 2023 Financial assets Money market funds included in cash and cash equivalent Level 1 $ 2,621 $ 2,550 Treasury bills included in cash and cash equivalent Level 1 2,612 2,525 Total Assets Measured at Fair Value $ 5,233 $ 5,075 Financial Liabilities Earnout Level 3 $ 2,800 $ 3,292 Total liabilities measured at fair value $ 2,800 $ 3,292 |
Schedule of warrants liability activity | Earnout 2024 Balance December 31, 2023 $ 3,292 Change in fair value (492 ) Balance June 30, 2024 $ 2,800 |
Schedule of disaggregation of revenues | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Product $ 5,128 $ 989 $ 8,867 $ 1,931 Rental 882 198 1,768 382 Service and warranty 697 150 1,355 254 Total Revenues $ 6,707 $ 1,337 $ 11,990 $ 2,567 |
Schedule of contract balances | June 30, December 31, 2024 2023 Trade receivable, net of credit losses (1) $ 5,269 $ 3,120 Deferred revenues (1) (2) $ 2,708 $ 3,010 (1) Balance presented net of unrecognized revenues that were not yet collected. (2) During the six months ended June 30, 2024, $988 thousand of the December 31, 2023 deferred revenues balance was recognized as revenues. |
Schedule of concentration of credit risk | June 30, December 31, 2024 2023 Customer A 52 % - |
Schedule of warranty provision | US Dollars in thousands Balance at December 31, 2023 $ 348 Provision 441 Usage (367 ) Balance at June 30, 2024 $ 422 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | June 30, December 31, 2024 2023 Finished products $ 4,344 $ 3,157 Raw materials 2,849 2,496 $ 7,193 $ 5,653 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Schedule of total consideration | The total consideration transferred is as follows (in thousands): Cash $ 18,493 Earnout payments $ 3,607 Total consideration $ 22,100 |
Schedule of preliminary fair value of assets acquired and liabilities | Cash and cash equivalent $ 478 Restricted cash 51 Accounts receivable 1,773 Inventory 3,330 Prepaid expenses and other current assets 470 Right of use asset 1,151 Property and equipment, net 827 Other non-current assets 30 Goodwill 7,538 Intangible assets 14,133 Accounts payable (2,082 ) Accrued compensation (766 ) Other accrued liabilities (1,059 ) Deferred revenue (2,088 ) Warranty Obligations (535 ) Leases Liability (1,151 ) Total purchase consideration $ 22,100 |
Schedule of intangible assets acquired | Estimated Fair Value Estimated Useful Life (Years) Trademark $ 795 3 Technology 6,161 4 Customer relationship - Warranty 201 2 Customer relationship - Rental 2,102 4 Customer relationship - Distribution 4,578 5 Backlog 296 1 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Cost June 30, 2024 Accumulated Amortization Intangible Assets, Net Trademark 795 (235 ) 560 Technology 6,161 (1,370 ) 4,791 Customer relationship - Warranty 201 (90 ) 111 Customer relationship - Rental 2,102 (468 ) 1,634 Customer relationship - Distribution 4,578 (812 ) 3,766 Backlog 296 (296 ) - Total Amortized Intangible Assets 14,133 (3,271 ) 10,862 |
Schedule of future amortization expense | Fiscal 2024 (period remaining) $ 1,684 Fiscal 2025 3,307 Fiscal 2026 3,143 Fiscal 2027 2,172 Fiscal 2028 556 Total 10,862 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments | 2024 $ 679 2025 670 2026 12 Total lease payments 1,361 Less: imputed interest (71 ) Present value of future lease payments 1,290 Less: current maturities of operating leases (1,167 ) Non-current operating leases $ 123 Weighted-average remaining lease term (in years) 1.15 Weighted-average discount rate 9.17 % |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of employee options activity | Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding as of December 31, 2023 4,723 $ 259.73 4.39 $ - Granted - - - - Exercised - - - - Forfeited - - - - Options outstanding as of June 30, 2024 4,723 $ 259.73 3.89 $ - Options exercisable as of June 30, 2024 4,723 $ 259.73 3.89 $ - |
Schedule of employee RSUs activity | Number of shares underlying outstanding RSUs Weighted- average grant date fair value Unvested RSUs as of December 31, 2023 538,885 $ 6.07 Granted 12,390 5.00 Vested (43,762 ) 8.17 Forfeited (1,607 ) 6.83 Unvested RSUs as of June 30, 2024 505,906 $ 5.86 |
Schedule of options and RSUs outstanding | Weighted Weighted Options and RSUs average remaining Options outstanding and average remaining Range of outstanding as of contractual exercisable as of contractual exercise price June 30, 2024 life (years) (1) June 30, 2024 life (years) (1) RSUs only 505,906 - - - $ 37.6 1,774 4.74 1,774 4.74 $ 178.5 - $236.3 1,845 3.85 1,845 3.85 $ 350 - $367.5 887 2.96 887 2.96 $ 1,277.5 - $3,634.8 217 1.14 217 1.14 510,629 3.89 4,723 3.89 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. |
Schedule of warrants outstanding and exercisable | Issuance date Warrants outstanding Exercise price per warrant Warrants outstanding and exercisable Contractual term (number) (number) December 31, 2015 (1) 681 $ 52.50 681 See footnote (1) December 28, 2016 (2) 272 $ 52.50 272 See footnote (1) April 5, 2019 (3) 58,350 $ 35.98 58,350 October 7, 2024 June 12, 2019 (4) 59,523 $ 42.00 59,523 December 12, 2024 February 10, 2020 (5) 4,054 $ 8.75 4,054 February 10, 2025 February 10, 2020 (6) 15,120 $ 10.94 15,120 February 10, 2025 July 6, 2020 (7) 64,099 $ 12.32 64,099 January 2, 2026 July 6, 2020 (8) 42,326 $ 15.95 42,326 January 2, 2026 December 8, 2020 (9) 83,821 $ 9.38 83,821 June 8, 2026 December 8, 2020 (10) 15,543 $ 12.55 15,543 June 8, 2026 February 26, 2021 (11) 780,095 $ 25.20 780,095 August 26, 2026 February 26, 2021 (12) 93,612 $ 32.05 93,612 August 26, 2026 September 29, 2021 (13) 1,143,821 $ 14.00 1,143,821 March 29, 2027 September 29, 2021 (14) 137,257 $ 17.81 137,257 September 27, 2026 2,498,574 2,498,574 (1) Represents warrants for ordinary shares issuable upon an exercise price of $52.50 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of June 30, 2024. (2) Represents common warrants that were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms. (3) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019. (4) Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019. (5) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of June 30, 2024, 534,300 warrants were exercised for a total consideration of $4,675,125. During the six months ended June 30, 2024, no warrants were exercised. (6) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of June 30, 2024, 32,880 warrants were exercised for a total consideration of $359,625. During the six months ended June 30, 2024, no warrants were exercised. (7) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. As of June 30, 2024, 288,634 warrants were exercised for a total consideration of $3,556,976. During the six months that ended June 30, 2024, no warrants were exercised. (8) Represents warrants that were issued to the placement agent as compensation for his role in the Company’s July 2020 registered direct offering. (9) Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020. As of June 30, 2024, 514,010 warrants were exercised for a total consideration of $4,821,416. During the six months that ended June 30, 2024, no warrants were exercised. (10) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. As of June 30, 2024, 32,283 warrants were exercised for a total consideration of $405,003. During the six months that ended June 30, 2024, no warrants were exercised. (11) Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021. (12) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement. (13) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021. (14) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering. |
Schedule of non-cash share-based compensation expense | Six Months Ended June 30, 2024 2023 Cost of revenues $ 9 $ 1 Research and development, net 92 66 Sales and marketing 218 164 General and administrative 438 391 Total $ 757 $ 622 |
FINANCIAL INCOME, NET (Tables)
FINANCIAL INCOME, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of financial (expenses) income, net | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Foreign currency transactions and other $ (14 ) $ 9 $ (37 ) $ 22 Interest Income 196 557 484 630 Bank commissions (38 ) (8 ) (71 ) (16 ) $ 144 $ 558 $ 376 $ 636 |
GEOGRAPHIC INFORMATION AND MA_2
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of revenues within geographic areas | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues based on customer’s location: United States $ 3,849 $ 924 $ 7,596 $ 1,801 Europe 2,308 411 3,477 735 Asia-Pacific 214 1 394 29 Rest of the world 336 1 523 2 Total revenues $ 6,707 $ 1,337 $ 11,990 $ 2,567 |
Schedule of long-lived assets by geographic region | June 30, December 31, 2024 2023 Long-lived assets by geographic region (*): Israel $ 344 $ 529 United States 1,997 2,404 Germany 173 190 $ 2,514 $ 3,123 (*) Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets. |
Schedule of major customer data as a percentage of total revenues | Six Months Ended June 30, 2024 2023 Major customer data as a percentage of total revenues: Customer A 23 % * ) Customer B * ) 27 % *) Less than 10%. |
GENERAL (Details Textual)
GENERAL (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 08, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||||
Net loss | $ (4,304) | $ (4,642) | $ (10,580) | $ (8,963) | ||
Accumulated deficit | (246,463) | (246,463) | $ (235,883) | |||
Cash flow from operations | (13,290) | $ (8,739) | ||||
Cash and cash equivalents | $ 15,131 | $ 15,131 | $ 28,083 | |||
Alterg Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price in cash | $ 19,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 5,233 | $ 5,075 |
Earnout [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities | 2,800 | 3,292 |
Fair Value, Inputs, Level 3 [Member] | Earnout [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities | 2,800 | 3,292 |
Money market funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Assets | 2,621 | 2,550 |
Treasury bills [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Assets | $ 2,612 | $ 2,525 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - Earnout [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Fair Value Warrants Liability Activity [Line Items] | |
Balance December 31, 2023 | $ 3,292 |
Change in fair value | (492) |
Balance June 30, 2024 | $ 2,800 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total Revenues | $ 6,707 | $ 1,337 | $ 11,990 | $ 2,567 |
Rental [Member] | ||||
Total Revenues | 882 | 198 | 1,768 | 382 |
Product [Member] | ||||
Total Revenues | 5,128 | 989 | 8,867 | 1,931 |
Service And Warranty [Member] | ||||
Total Revenues | $ 697 | $ 150 | $ 1,355 | $ 254 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Trade receivable, net of credit losses | [1] | $ 5,269 | $ 3,120 |
Deferred revenues | [1],[2] | $ 2,708 | $ 3,010 |
[1]Balance presented net of unrecognized revenues that were not yet collected.[2]During the three months ended March 31, 2024, $489 thousand of the December 31, 2023 deferred revenues balance was recognized as revenues. |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Trade Receivables [Member] | Credit Concentration Risk [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk | 52% | 0% |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES (Details 5) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Balance at December 31, 2023 | $ 348 |
Provision | 441 |
Usage | (367) |
Balance June 30, 2024 | $ 422 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Significant Accounting Policies (Textual) | |||
Deferred revenues recognized | $ 988 | ||
Allowance for credit losses | $ 311 | $ 328 | |
Number of ordinary shares excluded from the calculations of diluted loss per share | 2,503,297 | 2,780,571 | |
Revenue recognition description | the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $2.9 million, which will be fulfilled over one to five years. |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 4,344 | $ 3,157 |
Raw materials | 2,849 | 2,496 |
Inventories | $ 7,193 | $ 5,653 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) $ in Thousands | Aug. 08, 2023 | Jun. 30, 2024 |
Business Acquisition [Line Items] | ||
Cash | $ 478 | |
Alterg Inc [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 18,493 | |
Earnout payments | 3,607 | |
Total consideration | $ 22,100 |
BUSINESS COMBINATION (Details 1
BUSINESS COMBINATION (Details 1) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Business Combinations [Abstract] | ||
Cash and cash equivalent | $ 478 | |
Restricted cash | 51 | |
Accounts receivable | 1,773 | |
Inventory | 3,330 | |
Prepaid expenses and other current assets | 470 | |
Right of use asset | 1,151 | |
Property and equipment, net | 827 | |
Other non-current assets | 30 | |
Goodwill | 7,538 | $ 7,538 |
Intangible assets | 14,133 | |
Accounts payable | (2,082) | |
Accrued compensation | (766) | |
Other accrued liabilities | (1,059) | |
Deferred revenue | (2,088) | |
Warranty Obligations | (535) | |
Leases Liability | (1,151) | |
Total purchase consideration | $ 22,100 |
BUSINESS COMBINATION (Details 2
BUSINESS COMBINATION (Details 2) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 14,133 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 795 |
Estimated Useful Life (Years) | 3 years |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 6,161 |
Estimated Useful Life (Years) | 4 years |
Customer Relationship Warranty [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 201 |
Estimated Useful Life (Years) | 2 years |
Customer Relationship Rental [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 2,102 |
Estimated Useful Life (Years) | 4 years |
Customer Relationship - Distribution [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 4,578 |
Estimated Useful Life (Years) | 5 years |
Backlog [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 296 |
Estimated Useful Life (Years) | 1 year |
BUSINESS COMBINATION (Details T
BUSINESS COMBINATION (Details Textual) $ in Thousands | Aug. 08, 2023 USD ($) |
Business Acquisition [Line Items] | |
Earnout payments | $ 3,600 |
Alterg Inc [Member] | |
Business Acquisition [Line Items] | |
Aggregate purchase price in cash | 19,000 |
Amount of additional cash earnouts | $ 4,000 |
Description of Earnout payments | The Company will pay an amount of cash equal to 65% of the amount, if any, by which LCAI revenue attributable to the first 12 months period exceeds revenue target ("first earnout payment"), and an amount in cash equal to 65% of the amount, if any, by which LCAI revenue attributable to the following 12 months period exceeds the revenue from the first 12 month period ("second earnout payment"). |
Purchase price | $ 22,100 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 14,133 |
Accumulated Amortization | (3,271) |
Intangible Assets, Net | 10,862 |
Trademark | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 795 |
Accumulated Amortization | (235) |
Intangible Assets, Net | 560 |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 6,161 |
Accumulated Amortization | (1,370) |
Intangible Assets, Net | 4,791 |
Customer relationship - Warranty | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 201 |
Accumulated Amortization | (90) |
Intangible Assets, Net | 111 |
Customer relationship - Rental | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 2,102 |
Accumulated Amortization | (468) |
Intangible Assets, Net | 1,634 |
Customer relationship - Distribution | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 4,578 |
Accumulated Amortization | (812) |
Intangible Assets, Net | 3,766 |
Backlog | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 296 |
Accumulated Amortization | (296) |
Intangible Assets, Net | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Details 1) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal 2024 (period remaining) | $ 1,684 |
Fiscal 2025 | 3,307 |
Fiscal 2026 | 3,143 |
Fiscal 2027 | 2,172 |
Fiscal 2028 | 556 |
Total | $ 10,862 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Details Textual) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Alterg Inc [Member] | |
Goodwill [Line Items] | |
Purchase of goodwill | $ 7.5 |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 679 | |
2025 | 670 | |
2026 | 12 | |
Total lease payments | 1,361 | |
Less: imputed interest | (71) | |
Present value of future lease payments | 1,290 | |
Less: current maturities of operating leases | (1,167) | $ (1,296) |
Non-current operating leases | $ 123 | $ 607 |
Weighted-average remaining lease term (in years) | 1 year 1 month 24 days | |
Weighted-average discount rate | 9.17% |
COMMITMENTS AND CONTINGENT LI_4
COMMITMENTS AND CONTINGENT LIABILITIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingent Liabilities (Textual) | ||||
Lease expense | $ 325 | $ 196 | $ 653 | $ 388 |
Non-cancelable outstanding obligations | 7,200 | 7,200 | ||
Total fund received | 723 | |||
Royalties expenses | 2 | $ 2 | ||
Lease expiration, term | The Company operates from leased facilities in Israel, the United States and Germany. These leases expire in 2025. | |||
Royalty revenues | 32 | $ 55 | ||
Other long-term assets | 356 | $ 356 | ||
IPO [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
Description of conversion ratio | ordinary shares in a conversion ratio of 1 to 1 | |||
RRL and RRG [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
Maximum penalties payable on early release of agreement | 28 | $ 28 | ||
Lease expiration, term | RRL and LG lease cars for their employees under cancelable operating lease agreements expiring at various dates between 2024 and 2026. | |||
Israel Innovation Authority ("IIA") [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
Total fund received | $ 2,700 | |||
Royalty bearing grants | 1,600 | |||
Royalties paid | $ 114 | |||
Percentage of obligation to pay royalties | 3% | |||
Contingent liability | $ 1,600 | $ 1,600 | ||
Percentage of grant received | 100% | |||
Israel Innovation Authority ("IIA") [Member] | Convertible preferred A shares [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
Amount received in consideration of preferred shares | $ 400 | |||
Convertible preferred shares | 209 | 209 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | ||
Number, Options outstanding | 4,723 | |
Number, Granted | 0 | |
Number, Exercised | 0 | |
Number, Forfeited | 0 | |
Options outstanding | 4,723 | 4,723 |
Options exercisable | 4,723 | |
Average exercise price, Options outstanding | $ 259.73 | |
Average exercise price, Granted | 0 | |
Average exercise price, Exercised | 0 | |
Average exercise price, Forfeited | 0 | |
Average exercise price, Options outstanding | 259.73 | $ 259.73 |
Average exercise price, Options exercisable | $ 259.73 | |
Average remaining contractual life (in years), Options outstanding | 3 years 10 months 20 days | 4 years 4 months 20 days |
Average remaining contractual life (in years), Options exercisable | 3 years 10 months 20 days | |
Aggregate intrinsic value (in thousands), Options outstanding | $ 0 | $ 0 |
Aggregate intrinsic value (in thousands), Options exercisable | $ 0 |
SHAREHOLDERS' EQUITY (Details 1
SHAREHOLDERS' EQUITY (Details 1) - Employee and Non-Employee RSUs [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of shares underlying outstanding RSUs | |
Unvested RSUs, Beginning balance | shares | 538,885 |
Granted | shares | 12,390 |
Vested | shares | (43,762) |
Forfeited | shares | (1,607) |
Unvested RSUs, Ending balance | shares | 505,906 |
Weighted average grant date fair value | |
Unvested RSUs, Beginning balance | $ / shares | $ 6.07 |
Granted | $ / shares | 5 |
Vested | $ / shares | 8.17 |
Forfeited | $ / shares | 6.83 |
Unvested RSUs, Ending balance | $ / shares | $ 5.86 |
SHAREHOLDERS' EQUITY (Details 2
SHAREHOLDERS' EQUITY (Details 2) - Employee Stock Option [Member] | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options outstanding | 510,629 | |
Options outstanding weighted average remaining contractual life (years) | 3 years 10 months 20 days | [1] |
Options outstanding and exercisable | 4,723 | |
Options exercisable weighted average remaining contractual life (years) | 3 years 10 months 20 days | [1] |
Exercise Price Range [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options outstanding | 505,906 | |
Options outstanding and exercisable | 0 | |
$37.6 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ / shares | $ 37.6 | |
Options outstanding | 1,774 | |
Options outstanding weighted average remaining contractual life (years) | 4 years 8 months 26 days | [1] |
Options outstanding and exercisable | 1,774 | |
Options exercisable weighted average remaining contractual life (years) | 4 years 8 months 26 days | [1] |
$178.5 - $236.3 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise price, minimum | $ / shares | $ 178.5 | |
Range of exercise price, maximum | $ / shares | $ 236.3 | |
Options outstanding | 1,845 | |
Options outstanding weighted average remaining contractual life (years) | 3 years 10 months 6 days | [1] |
Options outstanding and exercisable | 1,845 | |
Options exercisable weighted average remaining contractual life (years) | 3 years 10 months 6 days | [1] |
$350 - $367.5 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise price, minimum | $ / shares | $ 350 | |
Range of exercise price, maximum | $ / shares | $ 367.5 | |
Options outstanding | 887 | |
Options outstanding weighted average remaining contractual life (years) | 2 years 11 months 15 days | [1] |
Options outstanding and exercisable | 887 | |
Options exercisable weighted average remaining contractual life (years) | 2 years 11 months 15 days | [1] |
$1,277.5 - $3,634.8 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of exercise price, minimum | $ / shares | $ 1,277.5 | |
Range of exercise price, maximum | $ / shares | $ 3,634.8 | |
Options outstanding | 217 | |
Options outstanding weighted average remaining contractual life (years) | 1 year 1 month 20 days | [1] |
Options outstanding and exercisable | 217 | |
Options exercisable weighted average remaining contractual life (years) | 1 year 1 month 20 days | [1] |
[1]Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. |
SHAREHOLDERS' EQUITY (Details 3
SHAREHOLDERS' EQUITY (Details 3) | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 2,498,574 | |
Warrants outstanding and exercisable | 2,498,574 | |
December 31, 2015 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 681 | [1] |
Exercise price per warrant | $ / shares | $ 52.5 | [1] |
Warrants outstanding and exercisable | 681 | [1] |
December 28, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 272 | [2] |
Exercise price per warrant | $ / shares | $ 52.5 | [2] |
Warrants outstanding and exercisable | 272 | [2] |
April 5, 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 58,350 | [3] |
Exercise price per warrant | $ / shares | $ 35.98 | [3] |
Warrants outstanding and exercisable | 58,350 | [3] |
Contractual term | Oct. 07, 2024 | [3] |
June 12, 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 59,523 | [4] |
Exercise price per warrant | $ / shares | $ 42 | [4] |
Warrants outstanding and exercisable | 59,523 | [4] |
Contractual term | Dec. 12, 2024 | [4] |
February 10, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 4,054 | [5] |
Exercise price per warrant | $ / shares | $ 8.75 | [5] |
Warrants outstanding and exercisable | 4,054 | [5] |
Contractual term | Feb. 10, 2025 | [5] |
February 10, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 15,120 | [6] |
Exercise price per warrant | $ / shares | $ 10.94 | [6] |
Warrants outstanding and exercisable | 15,120 | [6] |
Contractual term | Feb. 10, 2025 | [6] |
July 6, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 64,099 | [7] |
Exercise price per warrant | $ / shares | $ 12.32 | [7] |
Warrants outstanding and exercisable | 64,099 | [7] |
Contractual term | Jan. 02, 2026 | [7] |
July 6, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 42,326 | [8] |
Exercise price per warrant | $ / shares | $ 15.95 | [8] |
Warrants outstanding and exercisable | 42,326 | [8] |
Contractual term | Jan. 02, 2026 | [8] |
December 8, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 83,821 | [9] |
Exercise price per warrant | $ / shares | $ 9.38 | [9] |
Warrants outstanding and exercisable | 83,821 | [9] |
Contractual term | Jun. 08, 2026 | [9] |
December 8, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 15,543 | [10] |
Exercise price per warrant | $ / shares | $ 12.55 | [10] |
Warrants outstanding and exercisable | 15,543 | [10] |
Contractual term | Jun. 08, 2026 | [10] |
February 26, 2021 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 780,095 | [11] |
Exercise price per warrant | $ / shares | $ 25.2 | [11] |
Warrants outstanding and exercisable | 780,095 | [11] |
Contractual term | Aug. 26, 2026 | [11] |
February 26, 2021 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 93,612 | [12] |
Exercise price per warrant | $ / shares | $ 32.05 | [12] |
Warrants outstanding and exercisable | 93,612 | [12] |
Contractual term | Aug. 26, 2026 | [12] |
September 29, 2021 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 1,143,821 | [13] |
Exercise price per warrant | $ / shares | $ 14 | [13] |
Warrants outstanding and exercisable | 1,143,821 | [13] |
Contractual term | Mar. 29, 2027 | [13] |
September 29, 2021 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 137,257 | [14] |
Exercise price per warrant | $ / shares | $ 17.81 | [14] |
Warrants outstanding and exercisable | 137,257 | [14] |
Contractual term | Sep. 27, 2026 | [14] |
[1]Represents warrants for ordinary shares issuable upon an exercise price of $52.50 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of March 31, 2024.[2]Represents common warrants that were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms.[3]Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019.[4]Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019.[5]Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of March 31, 2024, 534,300 warrants were exercised for total consideration of $4,675,125. During the three months that ended March 31, 2024, no warrants were exercised.[6]Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of March 31, 2024, 32,880 warrants were exercised for total consideration of $359,625. During the three months that ended March 31, 2024, no warrants were exercised.[7]Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. As of March 31, 2024, 288,634 warrants were exercised for total consideration of $3,556,976. During the three months that ended March 31, 2024, no warrants were exercised.[8]Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering.[9]Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020. As of March 31, 2024, 514,010 warrants were exercised for total consideration of $4,821,416. During the three months that ended March 31, 2024, no warrants were exercised.[10]Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. As of March 31, 2024, 32,283 warrants were exercised for total consideration of $405,003. During the three months that ended March 31, 2024, no warrants were exercised.[11]Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021.[12]Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement.[13]Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021.[14]Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering. |
SHAREHOLDERS' EQUITY (Details 4
SHAREHOLDERS' EQUITY (Details 4) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Non-cash share-based compensation expense | $ 757 | $ 622 |
Cost of revenues [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Non-cash share-based compensation expense | 9 | 1 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Non-cash share-based compensation expense | 92 | 66 |
Sales and marketing [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Non-cash share-based compensation expense | 218 | 164 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Non-cash share-based compensation expense | $ 438 | $ 391 |
SHAREHOLDERS' EQUITY (Details T
SHAREHOLDERS' EQUITY (Details Textual) | 6 Months Ended | 12 Months Ended | ||||||||||
Mar. 15, 2024 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares | Dec. 31, 2015 $ / shares | Jun. 30, 2024 ₪ / shares | Jun. 30, 2024 USD ($) shares | Dec. 31, 2023 ₪ / shares shares | Dec. 22, 2022 USD ($) | Jul. 21, 2022 USD ($) | Jun. 02, 2022 ₪ / shares | Jun. 02, 2022 USD ($) | Dec. 28, 2016 USD ($) | |
Shareholders' Equity | ||||||||||||
Reverse share split, description | a reverse share split within a range of 1:2 to 1:12, to be effective at the ratio | |||||||||||
Maximum number of authorized ordinary shares reverse share split | 120,000,000 | |||||||||||
Issued and outstanding ordinary shares of reverse pre-split shares | 60,100,000 | |||||||||||
Issued and outstanding ordinary shares of reverse post-split shares | 8,600,000 | |||||||||||
Authorized number ordinary shares of reverse post-split shares | 25,000,000 | |||||||||||
Number of share-based outstanding | 4,723 | 4,723 | ||||||||||
Per share value of stock repurchase authorized | ₪ / shares | ₪ 1.75 | ₪ 1.75 | ||||||||||
Treasury Stock, Common, Shares | 574,658 | 574,658 | ||||||||||
Minimum [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Authorized number ordinary shares of reverse post-split shares | 30,000,000 | |||||||||||
Maximum [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Authorized number ordinary shares of reverse post-split shares | 43,750,000 | |||||||||||
Certain institutional purchasers [Member] | Offering of ordinary shares in February 2020 [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Number of warrants issued | 534,300 | |||||||||||
Proceeds from warrants | $ | $ 4,675,125 | |||||||||||
Certain institutional purchasers [Member] | Registered direct offering of ordinary shares in July 2020 [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Number of warrants issued | 288,634 | |||||||||||
Proceeds from warrants | $ | 3,556,976 | |||||||||||
Certain institutional purchasers [Member] | Offering of ordinary shares in December 2020 [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Number of warrants issued | 514,010 | |||||||||||
Proceeds from warrants | $ | 4,821,416 | |||||||||||
Placement agent [Member] | February 2020 best efforts offering [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Number of warrants issued | 32,880 | |||||||||||
Proceeds from warrants | $ | 359,625 | |||||||||||
Placement agent [Member] | December 2020 private placement [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Number of warrants issued | 32,283 | |||||||||||
Proceeds from warrants | $ | $ 405,003 | |||||||||||
Kreos Capital V [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Warrants grant date | Dec. 31, 2015 | |||||||||||
Warrants exercisable, description. | currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of June 30, 2024. | |||||||||||
Kreos Capital [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Exercise price per share | $ / shares | $ 52.5 | |||||||||||
Drawdown amount under loan agreement | $ | $ 8,000,000 | |||||||||||
Employee Stock Option [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Award vesting period, description | Options to purchase o | |||||||||||
Shares reserved for future issuance (in shares) | 134,777 | 145,560 | ||||||||||
Unrecognized cost of shares | $ | $ 2,000,000 | |||||||||||
Expected term of shares | 2 years 6 months | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Weighted average grant date fair value, options (in USD per share) | $ / shares | $ 5 | $ 4.2 | ||||||||||
Restricted Stock Units (RSUs) [Member] | Nonemployee [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Number of share-based outstanding | 784 | |||||||||||
Share repurchase program [Member] | ||||||||||||
Shareholders' Equity | ||||||||||||
Share Repurchase Program, Authorized, Amount | $ | $ 5,800,000 | $ 8,000,000 | $ 8,000,000 | |||||||||
Per share value of stock repurchase authorized | ₪ / shares | ₪ 0.25 | |||||||||||
Treasury Stock, Common, Shares | 574,658 | |||||||||||
Total cost | $ | $ 3,500,000 |
FINANCIAL INCOME, NET (Details)
FINANCIAL INCOME, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency transactions and other | $ (14) | $ 9 | $ (37) | $ 22 |
Interest income | 196 | 557 | 484 | 630 |
Bank commissions | (38) | (8) | (71) | (16) |
Financial income, net | $ 144 | $ 558 | $ 376 | $ 636 |
GEOGRAPHIC INFORMATION AND MA_3
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Major Customer [Line Items] | ||||
Total revenues | $ 6,707 | $ 1,337 | $ 11,990 | $ 2,567 |
United States [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | 3,849 | 924 | 7,596 | 1,801 |
Europe [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | 2,308 | 411 | 3,477 | 735 |
Asia-Pacific [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | 214 | 1 | 394 | 29 |
Rest of the world [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total revenues | $ 336 | $ 1 | $ 523 | $ 2 |
GEOGRAPHIC INFORMATION AND MA_4
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA (Details 1) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | [1] | $ 2,514 | $ 3,123 |
Israel [Mmeber] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | [1] | 344 | 529 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | [1] | 1,997 | 2,404 |
Germany [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | [1] | $ 173 | $ 190 |
[1]Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets. |
GEOGRAPHIC INFORMATION AND MA_5
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA (Details 2) - Sales Revenue, Net [Member] - Customer Concentration Risk [Member] | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | |||
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk | 23% | [1] | ||
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk | [1] | 27% | ||
[1]Less than 10%. |
GEOGRAPHIC INFORMATION AND MA_6
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA (Details Textual) | 6 Months Ended |
Jun. 30, 2024 segment | |
Geographic Information and Major Customer and Product Data (Textual) | |
Number of reportable segments | 1 |