Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2019 |
Amendment Flag | false |
Entity Registrant Name | Check-Cap Ltd |
Entity Central Index Key | 0001610590 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Transition period | false |
Entity Interactive Data Current | Yes |
Entity Current Reporting Status | Yes |
Entity Well-known Seasoned Issuer | No |
EntityVoluntaryFilers | No |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Entity Common Stock, Shares Outstanding | 8,272,908 |
Entity Incorporation State Country Code | IL |
Entity File Number | 001-36848 |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 7,685 | $ 8,572 |
Restricted cash | 350 | 350 |
Short-term bank deposit | 5,643 | |
Prepaid expenses and other current assets | 400 | 419 |
Total current assets | 8,435 | 14,984 |
Non-current assets | ||
Property and equipment, net | 540 | 452 |
Operating lease assets | 454 | |
Total non-current assets | 994 | 452 |
Total assets | 9,429 | 15,436 |
Accounts payable and accruals | ||
Trade | 989 | 1,113 |
Other | 490 | 214 |
Other current liabilities | 35 | |
Employees and payroll accruals | 1,101 | 859 |
Operating lease liabilities- current | 222 | |
Total current liabilities | 2,802 | 2,221 |
Non-current liabilities | ||
Royalties provision | 182 | 185 |
Operating lease liabilities- net of current portion | 211 | |
Total non-current liabilities | 393 | 185 |
Shareholders' equity | ||
Share capital, Ordinary shares, 2.4 NIS par value (90,000,000 and 30,000,000 authorized shares as of December 31, 2019 and 2018, respectively; 8,272,908 and 5,330,684 shares issued and outstanding as of December 31, 2019 and 2018, respectively) | 5,407 | 3,456 |
Additional paid-in capital | 77,964 | 72,888 |
Accumulated other comprehensive loss | (13) | |
Accumulated deficit | (77,137) | (63,301) |
Total shareholders' equity | 6,234 | 13,030 |
Total liabilities and shareholders' equity | $ 9,429 | $ 15,436 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ₪ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value per share | ₪ 2.4 | ₪ 2.4 |
Ordinary shares, shares authorized | 90,000,000 | 30,000,000 |
Ordinary shares, shares issued | 8,272,908 | 5,330,684 |
Ordinary shares, shares outstanding | 8,272,908 | 5,330,684 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Research and development expenses, net | $ 10,474 | $ 7,618 | $ 6,837 |
General and administrative expenses | 3,595 | 3,445 | 3,164 |
Operating loss | 14,069 | 11,063 | 10,001 |
Financial income, net | 233 | 473 | 236 |
Loss before income tax | 13,836 | 10,590 | 9,765 |
Taxes on income | (1) | 6 | |
Net loss | 13,836 | 10,589 | 9,771 |
Comprehensive loss: | |||
Net loss | 13,836 | 10,589 | 9,771 |
Change in fair value of cash flow hedge | (13) | 13 | |
Comprehensive loss | $ 13,823 | $ 10,602 | $ 9,771 |
Loss per share: | |||
Net loss per ordinary share basic and diluted | $ 1.73 | $ 2.61 | $ 6.72 |
Weighted average number of ordinary shares outstanding - basic and diluted | 7,986,059 | 4,058,005 | 1,454,511 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary shares [Member] | Additional paid-in capital [Member] | Other Comprehensive Loss | Accumulated deficit [Member] | Total | |
Beginning balance at Dec. 31, 2016 | $ 771 | $ 52,577 | $ (42,941) | $ 10,407 | ||
Beginning balance, shares at Dec. 31, 2016 | 1,267,080 | |||||
Issuance of ordinary shares and warrants in June 2017 registered direct offering, net of issuance expenses | [1] | $ 67 | 2,282 | 2,349 | ||
Issuance of ordinary shares and warrants in June 2017 registered direct offering, net of issuance expenses | [1] | 112,460 | ||||
Issuance of ordinary shares and warrants in November 2017 registered direct offering, net of issuance expenses | [1] | $ 114 | 2,066 | 2,180 | ||
Issuance of ordinary shares and warrants in November 2017 registered direct offering, net of issuance expenses | [1] | 189,387 | ||||
Exercise of warrants into ordinary shares | $ 22 | (8) | 14 | |||
Exercise of warrants into ordinary shares, shares | 35,474 | |||||
Share-based compensation | 726 | 726 | ||||
Share-based compensation, shares | 1,033 | |||||
Net loss | (9,771) | (9,771) | ||||
Ending balance at Dec. 31, 2017 | $ 974 | 57,643 | (52,712) | 5,905 | ||
Ending balance, shares at Dec. 31, 2017 | 1,605,434 | |||||
Issuance of ordinary shares in May 2018 public offering, net of issuance expenses | [2] | $ 2,444 | 15,343 | 17,787 | ||
Issuance of ordinary shares in May 2018 public offering, net of issuance expenses, shares | [2] | 3,669,129 | ||||
Exercise of warrants into ordinary shares | $ 38 | (33) | 5 | |||
Exercise of warrants into ordinary shares, shares | 56,121 | |||||
Share-based compensation | (65) | (65) | ||||
Share-based compensation | ||||||
Change in fair values of cash flow hedge | (13) | (13) | ||||
Net loss | (10,589) | (10,589) | ||||
Ending balance at Dec. 31, 2018 | $ 3,456 | 72,888 | (13) | (63,301) | 13,030 | |
Ending balance, shares at Dec. 31, 2018 | 5,330,684 | |||||
Issuance of ordinary shares and warrants, in February 2019 registered direct offering, net of issuance expenses | [3] | $ 1,927 | 4,584 | 6,511 | ||
Issuance of ordinary shares and warrants, in February 2019 registered direct offering, net of issuance expenses, shares | [3] | 2,906,376 | ||||
Exercise of warrants into ordinary shares | ||||||
Exercise of warrants into ordinary shares, shares | 734 | |||||
Share-based compensation | $ 24 | 492 | 516 | |||
Share-based compensation, shares | 35,114 | |||||
Change in fair values of cash flow hedge | 13 | 13 | ||||
Net loss | (13,836) | (13,836) | ||||
Ending balance at Dec. 31, 2019 | $ 5,407 | $ 77,964 | $ (77,137) | $ 6,234 | ||
Ending balance, shares at Dec. 31, 2019 | 8,272,908 | |||||
[1] | Issuance expenses include certain warrants with a value of $49,229 and $58,298 issued in connection with the June 2017 and November 2017 registered direct offerings, respectively. See Note 10B(2)(i) and 10B(2)(j). | |||||
[2] | Includes pre-funded warrants to purchase 450,909 ordinary shares at a purchase price of $5.49 per pre-funded warrant, issued in connection with the registered direct offering. See Note 10B(2)(k). | |||||
[3] | Includes pre-funded units to purchase 1,024,876 ordinary shares at a purchase price of $2.57 per pre-funded unit, issued in connection with the registered direct offering. See Note 10B(2)(l). |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | Feb. 06, 2019 | May 08, 2018 | Dec. 31, 2017 |
Pre funded Units [Member] | |||
Number of ordinary shares available for purchase through pre-funded warrants | 1,024,876 | 450,909 | |
Pre-funded warrants purchase price | $ 2.57 | $ 5.49 | |
June 2017 Registered Direct Offering [Member] | |||
Value of certain warrants associated with issuance expenses | $ 49,229 | ||
November 2017 Registered Direct Offering [Member] | |||
Value of certain warrants associated with issuance expenses | $ 58,298 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (13,836) | $ (10,589) | $ (9,771) | |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 115 | 147 | 157 | |
Share-based compensation | 516 | (65) | 726 | |
Financial expenses (income), net | 40 | (13) | (1) | |
Changes in assets and liabilities items: | ||||
Decrease (increase) in prepaid and other current assets and non-current assets | (420) | (13) | (164) | |
Increase (decrease) in trade accounts payable, accruals and other current liabilities | 503 | 416 | 275 | |
Increase (decrease) in employees and payroll accruals | 242 | 258 | (126) | |
Decrease in royalties provision | (3) | (255) | (82) | |
Net cash used in operating activities | (12,843) | (10,114) | (8,986) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property and equipment | (167) | (94) | (231) | |
Proceeds from (Investment in) short-term bank and other deposits | 5,612 | (5,629) | ||
Net cash provided by (used in) investing activities | 5,445 | (5,723) | (231) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Exercise of warrants into ordinary shares | 196 | |||
Issuance of ordinary shares in the registered direct offerings, net of issuance expenses | 6,511 | (30) | 4,379 | |
Issuance of ordinary shares in the 2018 Public Offering | 17,792 | |||
Net cash provided by financing activities | 6,511 | 17,762 | 4,575 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (887) | 1,925 | (4,642) | |
Cash, cash equivalents and restricted cash at the beginning of the year | 8,922 | 6,997 | 11,639 | |
Cash, cash equivalents and restricted cash at the end of the year | 8,035 | 8,922 | 6,997 | |
Supplemental disclosure of non-cash flow information | ||||
Cashless exercise of warrants to purchase ordinary shares into ordinary shares | 24 | 33 | 8 | |
Purchase of property and equipment | 32 | 3 | 15 | |
Issuance expenses | [1] | 30 | ||
Recognition of operating leases and operating lease liabilities from adoption of ASU 2016-02 | 369 | |||
Right of use asset obtained in exchange for new operating lease | 223 | |||
Supplemental disclosure of cash flow information | ||||
Cash paid for taxes | $ 15 | $ 5 | $ 3 | |
[1] | Represents warrants issued to placement agent as part of issuance expenses |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | NOTE 1 - GENERAL INFORMATION A. General (1) Check Cap Ltd., (the “Company") was incorporated under the laws of the State of Israel. The registered address of its offices is 29 Abba Hushi Ave, Isfiya 3009000, Israel. (2) Check-Cap Ltd has a wholly-owned subsidiary, Check-Cap U.S. Inc., that was incorporated under the laws of the State of Delaware on May 15, 2015. (3) The Company is a clinical-stage medical diagnostics company developing C-Scan®, the first capsule-based system for preparation-free colorectal cancer screening (the "C-Scan system"). Utilizing innovative ultra-low dose X-ray and wireless communication technologies, the capsule generates information on the contours of the inside of the colon as it passes naturally. This information is used to create a 3D map of the colon, which allows physicians to look for polyps and other abnormalities. Designed to improve the patient experience and increase the willingness of individuals to participate in recommended colorectal cancer screening, the C-Scan system removes many frequently-cited barriers, such as laxative bowel preparation, invasiveness and sedation. (4) As described in Notes 10B(2)(b) and 10B(2)(d), on February 24, 2015, the Company consummated an Initial Public Offering in the United States (U.S.) (the "IPO") concurrently with a private placement. On August 11, 2016, the Company consummated a registered direct offering of ordinary shares and pre-funded warrants. See Note 10B(2)(h). On June 2, 2017, the Company consummated a registered direct offering of ordinary shares and a simultaneous private placement of warrants. See Note 10B(2)(i). On November 22, 2017, the Company consummated a registered direct offering of ordinary shares and a simultaneous private placement of warrants. See Note 10B(2)(j). On May 8, 2018, the Company consummated an underwritten public offering of ordinary shares, pre-funded warrants and Series C warrants. See Note 10B(2)(k). On February 6, 2019, the Company consummated a registered direct offering of ordinary shares and warrants. See Note 10B(2)(l). On December 19, 2019, the Company entered into definitive agreements with certain investors to sell an aggregate of 2,720,178 ordinary shares at a purchase price of $1.75 per share in a private placement, resulting in gross proceeds of approximately $4,760. The private placement was subject to customary closing conditions. The closing of the transaction occurred in February 2020. The Company's ordinary shares and Series C Warrants are listed on the NASDAQ Capital Market under the symbols "CHEK" and CHEKZ” respectively. The Series A Warrants are expiring on February 24, 2020; and their listing will be suspended on February 28, 2020. The consolidated financial statements of the Company as of and for the year ended December 31, 2019 include the financial statements of the Company and its wholly-owned U.S. subsidiary. B. Going concern and management plans The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, recruiting management and technical staff, acquiring assets and raising capital. The Company is still in its development and clinical stage and has not yet generated revenues. The extent of the Company's future operating losses and the timing of becoming profitable are uncertain. The Company has incurred losses of approximately $13,800 and $10,600 for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company's accumulated deficit was approximately $77,100. The Company has funded its operations to date primarily through equity financing and through grants from the Israel Innovation Authority of the Ministry of Economy and Industry (the "IIA") (formerly the Office of the Chief Scientist of the Ministry of Economy and Industry (the "OCS”)). Additional funding will be required to complete the Company's research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company's C-Scan system and to achieve a level of sales adequate to support the Company's cost structure. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings and other funding transactions. While the Company has been successful in raising financing in the past, there can be no assurance that it will be able to do so in the future on a timely basis on terms acceptable to the Company, or at all. Uncertain market conditions and approval by regulatory bodies and adverse results from clinical trials may (among other reasons) adversely impact the Company's ability to raise capital in the future. On December 19, 2019, the Company entered into definitive agreements with certain investors to sell an aggregate of 2,720,178 ordinary shares at a purchase price of $1.75 per share in a private placement, resulting in gross proceeds of approximately $4,760. The private placement was subject to customary closing conditions. The closing of the transaction occurred in February 2020. The Company believes that current cash on hand will be sufficient to fund operations into July 2020. Management expects that the Company will continue to generate losses from the development, clinical development and regulatory activities of the C-Scan system, which will result in negative cash flow from operating activity. This has led management to conclude that substantial doubt about the Company's ability to continue as a going concern exists. In the event the Company is unable to successfully raise additional capital during or before the end of the first half of 2020, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. Accordingly, in such circumstances, the Company would be compelled to immediately reduce general and administrative expenses and scale down research and development projects and clinical trials, until it is able to obtain sufficient financing. If such sufficient financing is not received timely, the Company would then need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. The Company's consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. C. Reverse share splits Effective April 4, 2018, the Company's Board of Directors effected a reverse share split of 1-for-12 (i.e. 12 ordinary shares were combined into one ordinary share) (“Reverse Share Split”), in accordance with the approval of the Company's shareholders at an extraordinary general meeting of shareholders held on April 2, 2018. All references in the consolidated financial statements and notes thereto regarding the number of shares, price per share and weighted average number of shares outstanding of the Company’s ordinary shares prior to the Reverse Share Split have been adjusted to reflect the Reverse Share Split on a retroactive basis unless otherwise noted. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company`s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). A. Use of estimates in preparation of financial statements The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. B. Principles of consolidation The Company's consolidated financial statements include the financial statements of Check-Cap Ltd. and its wholly-owned subsidiary, Check-Cap U.S., Inc. The Company's consolidated financial statements are presented after elimination of inter-company transactions and balances. C. Financial statements in U.S. dollars The Company has not yet generated revenues and the majority of its expenses are in U.S. dollars (dollar or USD) or NIS. The financial statements are presented in dollars, which is the functional currency of the Company. In management's judgment, setting the dollar as the Company's functional currency, is based mainly on the following criteria: the Company's budget and other Company internal reports, including reports to the Company's Board of Directors and investors, are presented in dollars. Management uses these reports in order to make decisions for the Company. All of the Company's equity and debt financings have been in dollars; and it is expected that a significant portion of the Company's future revenues will be in dollars. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 "Foreign Currency Translation". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. D. Cash and cash equivalents Cash and cash equivalents include cash in hand, short–term deposits in banks and short-term, highly liquid investments with an original maturity of up to three months, with a high level of liquidity that may be easily converted to known amounts of cash, and that are exposed to insignificant risk of change in value. E. Short-term bank deposit Short-term bank deposits are deposits with maturities of more than three months but less than one year. The short–term bank deposits are presented at their cost, including accrued interest, which approximates fair value. F. Cash flow hedges As a matter of policy, the Company uses derivatives for risk management purposes, and does not use derivatives for speculative purposes. From time to time, the Company may enter into foreign currency zero-cost collars or minimal cost collars contracts to hedge foreign currency cash flow transactions. For cash flow hedges during 2018, unrealized gain or loss is recorded in other comprehensive income (loss) until hedged item affects earnings. All of the Company’s hedges that were designated as hedges for accounting purposes were highly effective; therefore, no notable amounts of hedge ineffectiveness were recorded in the Company’s Consolidated Statements of Operations for either the settlement of cash flow hedges or the outstanding hedged balance. As of December 31, 2019 and 2018, the Company had outstanding foreign exchange collars in the notional amount of approximately $1,800 and $2,100, respectively. These options were set for a period of up to six months. The Company measured the fair value of the options in accordance with provisions of ASC No. 820 (classified as level 2 of the fair value hierarchy). The fair value of the Company’s outstanding collars at December 31, 2019 and 2018 amounted to an asset, net of $6 and liability, net of $15, respectively and is included in other current assets and other current liabilities on the balance sheets. G. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Length of useful life Depreciation rate Years % Office furniture and equipment 10-14 7-10 Laboratory equipment 3-7 15-33 Computers and auxiliary equipment 3 33 H. Impairment of long-lived assets The Company's long-lived assets are reviewed for impairment in accordance with ASC 360-10 "Accounting for the Impairment or Disposal of Long-Lived Assets" whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2019, 2018 and 2017, no impairment losses were recorded. I. Research and development costs Research and development costs are expensed as incurred and consist primarily of costs for personnel, subcontractors and consultants (mainly in connection with clinical trials) and materials for research and development and clinical activities. Grants received by the Company from the IIA and from Israel-United States Binational Industrial Research and Development Foundation (the "BIRD Foundation") are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses. Such grants are included as a deduction of research and development costs. See Note 8B(1) below regarding the offset of grants received for participation in research and development expenses. J. Contingent liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 450, "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2019, and 2018, the Company is not a party to any ligation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. K. Share-based compensation The Company recognizes expense for its share-based compensation based on the fair value of the awards granted. The Company’s share-based compensation plans provide for the award of stock options and restricted stock units. In accordance with ASC 718-10 "Compensation-Stock Compensation", the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations. The Company recognizes compensation expenses for the value of its awards granted based on the graded-vesting method over the requisite service period for each separately vesting portion of the award. Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) allows companies to account for forfeitures when they occur. The Company selected the Black-Scholes-Merton option-pricing model as the most appropriate fair value method for its share-based awards. The option-pricing model requires a number of assumptions, of which the most significant are the fair market value of the underlying ordinary shares, expected share price volatility and the expected option term. In the year ended December 31, 2019 and 2018, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. In the year ended December 31, 2017, expected volatility was calculated based on certain peer companies that the Company considered to be comparable. The expected option term represents the period of time that options granted are expected to be outstanding. The expected option term is determined based on the simplified method in accordance with Staff Accounting Bulletin No. 110, as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Accounting Standards Update (ASU) 2018-07, “Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting” was issued by the Financial Accounting Standards Board (FASB) in June 2018. The purpose of this amendment is to address aspects of the accounting for nonemployee share-based payment transactions. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted this effective January 1, 2019. The adoption of this did not have L. Income taxes The Company accounts for income taxes in accordance with ASC 740-10 "Accounting for Income Taxes." This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with ASC 740, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered 'more-likely-than-not' that the position taken will be sustained by a taxing authority. As of December 31, 2019 and 2018, the Company had no unrecognized income tax positions, and, accordingly, there is no impact on the Company's effective income tax rate associated with these items. M. Fair value of financial instruments The Company measures its investments in money market funds (classified as cash equivalents) and its foreign currency net purchased options at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: • Level 1. • Level 2 • Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. N. Comprehensive loss The Company accounts for comprehensive income in accordance with ASC No. 220, “Comprehensive Income”. Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to, shareholders. The Company’s comprehensive loss consists of net loss and unrealized gain or loss on the effective portion of cash flow hedges during the period ended December 31, 2018. These amounts are carried in accumulated other comprehensive loss on the consolidated statements of comprehensive income and are presented net of taxes. O. Restricted Cash The Company has granted a pledge in favor of Bank Leumi Le-Israel B.M in the amount of $350 to secure certain payment obligations of the Company in connection with hedge transactions. This amount was classified as restricted cash balance as of December 31, 2019 and 2018. In January 2018, the Company adopted new guidance from the FASB that clarified how entities should classify certain cash receipts and cash payments on the statement of cash flows. As a result, the restricted cash balance that existed in prior periods is included as a component of cash and cash equivalents and restricted cash on the statement of cash flows in the relevant periods presented. 2 0 1 9 2 0 1 8 2 0 1 7 Cash and Cash equivalents 7,685 8,572 6,997 Restricted cash included current assets 350 350 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows 8,035 8,922 6,997 P. Leases ASU 2016-02, “Leases (Topic 842)” was issued by the FASB in February 2016. The Company adopted this effective January 1, 2019 using the modified retrospective application, applying the new standard to leases in place as of the adoption date. Prior periods have not been adjusted. Arrangements that are determined to be leases at inception are recognized as long-term operating lease assets and lease liabilities in the consolidated balance sheet at lease commencement. Operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at the commencement date in determining the present value of future lease payments. Lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company elected to adopt a package of practical expedients offered by the FASB which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. The Company has also elected the practical expedient to include both lease and non-lease components as a single component and account for it as a lease. Additionally, the Company has made a policy election not to capitalize leases with a term of 12 months or less. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. P. New accounting pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU 2016-13 is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company does not expect that this standard will have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for the Company beginning on January 1, 2020. The Company does not expect that this standard will have a material effect on the Company’s consolidated financial statements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 3 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Composition: December 31, 2 0 1 9 2 0 1 8 Government institutions 157 178 Prepaid expenses 200 206 Deposits 11 34 Other assets 32 1 400 419 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET Composition: December 31, 2 0 1 9 2 0 1 8 Cost: Office furniture and equipment 213 186 Laboratory equipment 759 644 Computers and auxiliary equipment 420 388 1,392 1,218 Accumulated depreciation 852 766 Property and equipment, net 540 452 Depreciation expenses amounted to $115, $147 and $157 for the years ended December 31, 2019, 2018 and 2017, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 5 - LEASES On January 1, 2019, the Company adopted ASU 2016-02, using the modified retrospective approach for all lease arrangements at the beginning period of adoption. Leases existing for the reporting period beginning January 1, 2019 are presented under ASU 2016-02. The Company leases, approximately 900 square meters at a facility located in Isfiya, Israel under an operating lease agreement expiring on May 31, 2022. In addition, the Company leases vehicles under various operating lease agreements. At December 31, 2019, the Company’s operating lease assets and lease liabilities (both the current and non-current portion) for operating leases totaled $454 and $433, respectively. The impact of adopting the new lease standard was not material to the Company’s consolidated statement of operations for the periods presented. Supplemental cash flow information related to operating leases was as follows: Year Ended December 31, 2019 Cash payments for operating leases $ 198 The Company uses its incremental borrowing rate as the discount rate for its leases, as the implicit rate in the lease is not readily determinable. As of December 31, 2019, our operating leases had a weighted average remaining lease term of 2.2 years and a weighted average borrowing rate of 5%. Upon adoption of ASC 842, discount rates for existing operating leases were established as of January 1, 2019. Future lease payments under operating leases as of December 31, 2019 were as follows: Operating Leases 2020 $ 220 2021 181 2022 57 Total future lease payments 458 Less imputed interest (25 ) Total lease liability balance $ 433 |
EMPLOYEE BENEFITS AND PAYROLL A
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS | 12 Months Ended |
Dec. 31, 2019 | |
Employee-related Liabilities [Abstract] | |
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS | NOTE 6 - EMPLOYEE BENEFITS AND PAYROLL ACCRUALS A. Composition: December 31, 2 0 1 9 2 0 1 8 Short-term employee benefits: Benefits for vacation and recreation pay 193 162 Liability for payroll, bonuses and wages 908 697 1,101 859 B. Post-employment benefits Pursuant to Israel's Severance Pay Law, 1963, Israeli employees are entitled to severance pay equal to one month's salary for each year of employment, or a portion thereof. All of the Company's employees elected to be included under Section 14 of the Severance Pay Law, 1963 ("Section 14"). According to Section 14, employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. C. Short-term employee benefits (1) Paid vacation days In accordance with the Yearly Vacation Law-1951 (the "Vacation Law"), the Company's employees are entitled to a certain number of paid vacation days for each year of employment. In accordance with the Vacation Law and its appendix, and as determined in the agreement between the Company and the employees, the number of vacation days per year to which each employee is entitled is based on the seniority of the employee. The employee may use vacation days based on his or her needs and with the Company's consent, and accrue the remainder of unused vacation days, subject to the provision of the Vacation Law. The vacation days utilized first are those credited for the current year and subsequently from any balance transferred from the prior year (on a "LIFO" basis). An employee who ceased working before utilizing the balance of vacation days accrued is entitled to payment for the balance of unutilized vacation days. (2) Related parties For information regarding short-term employee liabilities given to related parties, see Note 16. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 - INCOME TAXES A. The Company Check-Cap Ltd. is taxed according to Israeli tax laws: 1. Corporate tax rates in Israel The Israeli corporate tax rate was 24% in year 2017 and 23% in years 2018, 2019 and onwards. 2. The Law for the Encouragement of Capital Investments, 1959 (the "Investments Law") Under the Investments Law, including Amendment No. 60 to the Investments Law as published in April 2005, by virtue of the "Approved Enterprise" or "Benefited Enterprise" status, the Company is entitled to various tax benefits as follows: a) Reduced tax rates The Company has one Benefited Enterprise program under the Investments Law, which entitles it to certain tax benefits with respect to income to be derived from the Company's Benefited Enterprise. During the benefits period, taxable income from its Benefited Enterprise program (once generated) will be tax exempt for a period of ten years commencing with the year the Company will first earn taxable income relating to such enterprise. The Company chose 2010 as the year of election (the "Year of Election"). Due to the location of the Company's offices, the Company believes it is entitled to a 10 year benefit period, subject to a 14 year limitation from the Year of Election, and therefore, the tax benefit period will, in any event, end in 2023. b) Conditions for entitlement to the benefits The benefits available to a Benefited Enterprise are subject to the fulfillment of conditions stipulated in the Investment Law and its regulations. c) Amendment of the Law for the Encouragement of Capital Investments, 1959. The Investments Law was amended as part of the Economic Policy Law for the years 2011-2012, which was passed by the Israeli Knesset on December 29, 2010 (the "Capital Investments Law Amendment"). The Capital Investments Law Amendment set alternative benefit tracks to those in effect prior to such amendment under the provisions of the Investments Law. The benefits granted to the Benefited Enterprises will be unlimited in time, unlike the benefits granted to special Benefited Enterprises, which will be limited for a 10-year period. The benefits shall be granted to companies that will qualify under criteria set forth in the law; for the most part, those criteria are similar to the criteria that were set forth in the Investments Law prior to its amendment. Under the transitional provisions of the Investments Law, the Company is entitled to take advantage of the tax benefits available under the Investments Law prior to its amendment until the end of the benefits period, as defined in the Investments Law. The Company was entitled to set the "year of election" no later than tax year 2012, provided that the minimum qualifying investment was made not later than the end of 2010. On each year during the benefits period, the Company will be able to elect that the Investments Amendment applies to the Company, thereby making the tax rates described above available to the Company. An election to have the Capital Investments Amendment apply is irrecoverable. The Company elected not to have the Capital Investments Amendment apply to the Company. On December 22, 2016, the Knesset approved the 2017-2018 State budget, which includes amendment number 73 to the law for the Encouragement of Capital Investments. The amendment includes: Adoption of tax benefits for high-tech preferred enterprises, based on the provisions and rules adopted by the Organization for Cooperation and Economic Development, creating new tax tracks of 7.5% for Development Area A and 12% for the rest of the country. Reduction of corporate tax rate for all preferred enterprises from 9% to 7.5%. Lowering the threshold for the conditions that were previously set in order to enter the track of a "special preferred enterprise" for very big enterprises entitled to a reduced tax rate of 5% in Area A or 8% in the rest of the country. Updating the definitions of preferred income, preferred enterprise, etc. In accordance with the Income Tax Ordinance, as of December 31, 2019, all of Check-Cap Ltd.'s tax assessments through tax year 2014 are considered final. B. Check-Cap U.S. Inc. Check-Cap U.S. Inc. is taxed according to U.S. tax laws at a rate of 21%. Check-Cap U.S. Inc. did not have any net operating loss or “NOL” carry-forwards as of December 31, 2019 and 2018. In December 2017, the Tax Cut and Jobs Act (the “Act”) was signed into law, which enacted significant changes to U.S. federal corporate tax and related laws. Some of the provisions of the Act affecting corporations include, but are not limited to: (i) a reduction of the U.S. federal corporate income tax rate from 35% to 21%; (ii) limiting the interest expense deduction; (iii) expensing of cost of acquired qualified property; and (iv) elimination of the domestic production activities deduction. The Act did not have an impact on the financial results and position of the Company. C. Deferred income taxes In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. Based on the Company's history of losses, the Company established a full valuation allowance on its net-operating loss carryforwards. December 31, 2 0 1 9 2 0 1 8 Carry-forward tax losses 16,519 12,525 Less valuation allowance (16,519 ) (12,525 ) - - D. Reconciliation of the theoretical tax expense to actual tax expense The main reconciling item between the statutory tax rate of the Company and the effective rate is the provision of full valuation allowance in respect of tax benefits from carry forward tax losses due to the uncertainty of the realization of such tax benefits (see above). |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 8 - COMMITMENTS AND CONTINGENT LIABILITIES A. Royalties provision 1. Royalties to an ASIC designer The Company has a liability to pay royalties for the development of an ASIC component which is used as an amplifier for the capture of signals at low frequencies from X-ray detectors contained in the capsule. The institution that developed the ASIC is entitled to receive royalties from the Company in the amount of €0.5 ($0.56) for every ASIC component that the Company will sell, capped at €200 (approximately $224). This royalty is considered as a liability. The royalty liability is calculated based on estimated future sales generated by products which include the ASIC component. As of December 31, 2019, the Company believes that it will be required to pay the above mentioned royalties, and accordingly, recorded, as of December 31, 2019, a provision in a total amount of $129. 2. Reimbursement liability to Predecessor Entity's unit holders On May 31, 2009, the Company entered into an asset transfer agreement with Check Cap LLC (the "Predecessor Entity"), a company with the same shareholders as the Company at the time of transfer. According to the agreement, the Predecessor Entity transferred all of its business operations and substantially all of its assets to the Company, including development and consulting agreements, cash, property and equipment and intangible ownership rights, free of any debt. As a part of the reorganization, the Company committed to reimburse the unit holders of the Predecessor Entity for any tax burdens that may be imposed on them due to the reorganization. The reimbursement liability is calculated assuming deemed royalties are paid to the U.S. unit holders of Check-Cap LLC under Section 367(d) of the Code, and is based in part on the Company’s forecasted sales with a cap calculated as the fair value of the share as determined at the date of the financial statements. The reimbursement liability is calculated by multiplying the estimated tax rate by the lowest of: (1) expected cash outflows discounted using a discount factor commensurate with the risk of the Company, and (2) value of the shares held by U.S. unit holders of the Predecessor Entity as of December 31, 2019 multiplied by $1.72, the last reported sale price per share of the Company’s ordinary shares on the Nasdaq Capital Market on December 31, 2019 December 31, 2 0 1 9 2 0 1 8 Royalties to an ASIC designer 129 120 Reimbursement liability to Predecessor Entity's unit holders 53 65 182 185 B. Commitments (1) Royalties The Company's research and development efforts are financed, in part, through funding from the IIA (formerly the OCS) and the BIRD Foundation. Since the Company's inception through December 31, 2019, the Company received funding from the IIA and the BIRD Foundation in the total amount of approximately $5,300 and $115, respectively. According to the terms of applicable law as currently in effect and the grants, the IIA is entitled to royalties equal to 3-5% (or at an increased rate under certain circumstances) of the revenues from sales of products and services based on technology developed using IIA grants, up to the full principal amount (which may be increased under certain circumstances) of the U.S. Dollar-linked value of the grants, plus interest at the rate of 12-month LIBOR. The obligation to pay these royalties is contingent on actual sales of the applicable products and services and in the absence of such sales, no payment is required. As of December 31, 2019, the Company had not paid any royalties to the IIA and had a contingent obligation to the IIA in the amount of approximately $5,700. On July 13, 2014, the Company entered into a Cooperation and Project Funding Agreement with the BIRD Foundation and Synergy, pursuant to which the BIRD Foundation agreed to award a grant to Synergy and the Company in the maximum amount of the lesser of (i) $900; and (ii) 50% of the actual expenditures for the funding of a project entitled "Collection & Analysis of Gastrointestinal Images for Diagnostic Adenomatic Polyps and Colorectal Cancer." The development work was to be performed over a 24-month period by Synergy (or a subcontractor on its behalf) and the Company. According to the terms of the grant, the BIRD Foundation is entitled to royalties equal to 5% of the gross revenues derived from the product funded by the project, up to 100%, 113%, 125%, 138% and 150% of the U.S. Consumer Price Index linked sum granted by the BIRD Foundation if repaid within one year, two years, three years, four years and five or more years, respectively. Under the terms of the agreement, if any portion of the product funded by the project is sold outright to a third party prior to full repayment of the grant to the BIRD Foundation, one-half of the sale proceeds will be applied to the repayment of the grant. If the funded product is licensed to a third party, 30% of all payments received under the respective license agreement must be paid to the BIRD Foundation in repayment of the grant. As of December 31, 2019, the Company, together with Synergy, had received funding from the BIRD Foundation in the aggregate amount of approximately $127. Based on the aggregate expenses that the Company incurred for such project, it refunded to the BIRD Foundation an amount of approximately $13. The Company will not be receiving additional funding from the BIRD Foundation for the project, which is no longer active. As of December 31, 2019, the Company had not paid any royalties to the BIRD Foundation and had a contingent obligation to the BIRD foundation in the amount of $180. (2) Rental agreement The Company leases approximately 900 square meters at a facility located in Isfiya, Israel under a lease agreement expiring on May 31, 2022. The Company has the right to terminate the agreement at any time, with 60 days prior written notice. Monthly rental expenses is $8. See also Note 5. (3) Vehicle lease and maintenance agreements The Company entered into several 32-36 months lease and maintenance agreements for vehicles, which are regularly amended as new vehicles are leased. The current monthly lease fees are approximately $14. See also Note 5. C. Legal As of the date of the financial statements, the Company has not been and is not a party to any pending litigation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 - FAIR VALUE MEASUREMENTS In accordance with ASC No. 820, the Company measures its money market funds and foreign currency derivative contracts at fair value. Money market funds are classified within Level 1. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Company’s financial assets measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of the following dates: December 31, 2019 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 2,650 $ 2,650 Other current assets: Foreign currency derivative instruments $ 6 $ 6 Total financial assets $ 2,650 $ 6 $ 2,656 December 31, 2018 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 4,307 $ 4,307 Other current liabilities: Foreign currency derivative instruments $ (15 ) $ (15 ) Total financial assets (Liabilities) $ 4,307 $ (15 ) $ 4,292 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 10 - SHAREHOLDERS' EQUITY A. All share and per share amounts in the financial statements , prior to April 4, 2018 , have been adjusted to reflect the Reverse Share Split. See Note 1C. B. Ordinary shares 1. The ordinary shares provide their owners with rights to receive dividends in cash and shares, and rights to participate at the time of distributing liquidation dividends. Additionally, the ordinary shareholders have the right to vote at shareholder meetings in a manner that each share provides one voting right to its holder. 2. Changes in ordinary share capital a) On May 11, 2010, the Company issued, free of charge, to all of its shareholders (except for certain ordinary shareholders), warrants to purchase an aggregate of 32,174 ordinary shares (hereafter- "Anti-dilution Warrants"). The Anti-dilution Warrants were issued in order to prevent the dilution of the holdings of such Company shareholders due to certain options granted to the then Company's CEO (hereafter- "CEO options"). The Anti-dilution Warrants were subject to automatic exercise, without consideration (unless the holder thereof objected to such exercise), upon the exercise by the Company's CEO of the CEO Options. The fair value of the Anti-dilution Warrants on the grant date was immaterial. Anti-dilution warrants to purchase 734 and 7,724 ordinary shares were exercised during the years ended December 31, 2019 and 2018, respectively. No such warrants were exercised during the year ended December 31, 2017. As of December 31, 2019, Anti-dilution Warrants to purchase 6,512 ordinary shares were outstanding. b) On February 24, 2015, the Company consummated an IPO in the U.S. of 166,667 units at a public offering price of $72 per unit, before underwriting discounts and offering expenses. Each unit consisted of one ordinary share and one-half of a Series A Warrant to purchase one ordinary share. Each unit was issued with one and one-half non-transferrable Long Term Incentive Warrants. Each whole Series A Warrant entitles the holder to purchase one ordinary share at an exercise price of $90. Upon vesting, each Long Term Incentive Warrant entitles the holder to purchase one ordinary share at an exercise price of $82.80. The Series A Warrants expired on February 24, 2020. The Company granted the underwriters a 45-day over-allotment option to purchase up to 25,000 additional units (together with an accompanying 37,500 Long Term Incentive Warrants). The option to purchase additional 8,334 units was partially exercised on March 6, 2015. The units were separated into one ordinary share and one-half of a Series A Warrant to purchase one ordinary share on March 18, 2015, and the units ceased to exist as of such date. On April 6, 2015, the option to purchase an additional 12,500 ordinary shares and 6,250 Series A Warrants was partially exercised. The Company received net proceeds from the IPO and partial exercise of the over-allotment option of approximately $10,800 (net of issuance cost of approximately $2,900, including certain warrants with a value of $196 issued in connection with the IPO). c) Immediately prior to the consummation of the IPO, certain members of the Company's management exercised options to purchase 25,624 ordinary shares granted to them under the 2006 Unit Option Plan. d) On August 20, 2014, the Company entered into a certain credit line agreement, pursuant to which it obtained a credit line in an aggregate principal amount of $12,000 from certain lenders and existing shareholders (the "Lenders"). The credit line amount was deposited in an escrow account at the closing, which was consummated on October 14, 2014. The Company issued to each Lender at closing a warrant (collectively, the "Credit Line Warrants"), to purchase a number of the Company's ordinary shares constituting 2% of its share capital on a fully diluted basis (assuming conversion of all of the Company's convertible securities into ordinary shares at a 1:1 conversion rate) as of the closing for each $1,000 (or portion thereof) extended by such Lender. The Company issued Credit Line Warrants ("CLA Warrants") to purchase in the aggregate 221,556 of its ordinary shares. The CLA Warrants are exercisable for a period of ten years at an exercise price of NIS 2.40 per share, and may be exercised on a net issuance basis. Under the terms of the credit line agreement, the Company directed that the entire credit line amount (that was in escrow) be invested in the Private Placement, consummated simultaneously with the consummation of the IPO on February 24, 2015. The Company issued to the Lenders 166,667 units at a price of $72 per unit, before issuance cost. Each unit consisted of one ordinary share and one-half of a Series A Warrant to purchase one ordinary share. Each unit was issued with one and one-half non-transferrable Long Term Incentive Warrants. Each whole Series A Warrant entitled the holder to purchase one ordinary share at an exercise price of $90. Upon vesting, each Long Term Incentive Warrant entitled the holder to purchase one ordinary share at an exercise price of $82.80. The Company received net proceeds from the Private Placement of approximately $10,900 (net of issuance cost of approximately $1,200, including certain warrants with a value of $125 issued in connection with the Private Placement). The Series A Warrants expired on February 24, 2020. e) During the years ended December 31, 2018 and 2017, certain Private Placement investors exercised CLA Warrants to purchase an aggregate 22,501 and 9,912 ordinary shares, respectively, on a cashless basis, which resulted in the expiration of 5,192, and 243 CLA Warrants, respectively. No CLA Warrants were exercised during the year ended December 31, 2019. As of December 31, 2019, and 2018, CLA Warrants to purchase 7,389 ordinary shares were outstanding. f) Upon the closing of the IPO, the Company issued warrants to purchase 8,334 ordinary shares at an exercise price of $90 to the IPO lead underwriter and warrants to purchase 1,250 ordinary shares at an exercise price of $60.72 to the Company's U.S. legal counsel. g) On June 24, 2015, the Company entered into Amendment No. 1 to the Warrant Agreement, dated June 24, 2015, between the Company and American Stock Transfer & Trust Company LLC, as Warrant Agent, to extend the Registration Due Date to the date which is 180 days following the date of closing of the Company's initial public offering (i.e., August 23, 2015) in order to allow the shareholders who were the original purchasers of IPO Units additional time to become the direct registered owners of the ordinary shares underlying the IPO Units. As of December 31, 2019 and December 31, 2018, Long Term Incentive Warrants to purchase 378,047 ordinary shares were outstanding. h) On August 11, 2016, the Company consummated a registered direct offering of 53,635 ordinary shares at a price of $22.80 per share and pre-funded warrants to purchase 209,524 ordinary shares at a purchase price of $22.20 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.60 per share, subject to certain adjustments and will expire on August 11, 2023, unless otherwise extended in accordance with the terms of the pre-funded warrants. The Company received gross proceeds from the August registered direct offering of approximately $ 5,900 On January 23, 2017, the remaining pre-funded warrants to purchase 24,167 ordinary shares were exercised, for additional proceeds of approximately $14,500. i) On June 2, 2017, the Company consummated a registered direct offering of 112,460 ordinary shares at a price of $24.00 per share and a simultaneous private placement of one-year warrants to purchase 112,460 ordinary shares at an exercise price of $25.50 per share immediately exercisable. The Company received gross proceeds from the June registered direct offering of approximately $2,690. All the warrants issued in this offering were outstanding. On June 2, 2018, all of the warrants issued in this offering expired. j) On November 22, 2017, the Company consummated a registered direct offering of 189,387 ordinary shares at a price of $13.20 per share and a simultaneous private placement of five-year warrants to purchase 142,042 ordinary shares at an exercise price of $15 per share, immediately exercisable. The Company received gross proceeds from the November registered direct offering of approximately $2,500. On April 25, 2018, 56,812 of these warrants were cashless exercised into 13,574 ordinary shares. As of December 31, 2019, warrants to purchase 85,228 ordinary shares were outstanding. k) On May 8, 2018, the Company consummated an underwritten public offering (the “2018 Public Offering”) of 2,738,472 units (the “Units”), at a public offering price of $5.5 per unit, and 450,909 pre-funded units (the “Pre-funded Units”), at a public offering price of $5.49 per Pre-funded Unit. Each Unit consisted of one ordinary share of the Company and one Series C warrant to purchase one ordinary share of the Company. Each Pre-funded Unit consisted of one pre-funded warrant to purchase one ordinary share and one Series C Warrant to purchase one ordinary share. The exercise price of each pre-funded warrant included in the pre-funded unit was $0.01 per share. The Series C warrants have an exercise price of $5.50 per share, are exercisable immediately and will expire five years from the date of issuance. The Company granted the underwriters a 30-day over-allotment option to purchase up to an additional 478,407 ordinary shares and/or Series C Warrants to purchase up to an additional 478,407 ordinary shares at the public offering price. The underwriters’ option was exercised in full on May 8, 2018. The Company received gross proceeds from the 2018 Public Offering and exercise in full of the over-allotment option of approximately $20,200 (before deducting underwriting discounts and commissions and other offering fees and expenses). During May 2018, the 450,909 pre-funded units were exercised in full in consideration of additional gross proceeds of approximately $4,500. l) On February 6, 2019, the Company issued 1,881,500 units, at a purchase price of $2.58 per unit, and 1,024,876 pre-funded units, at a purchase price of $2.57 per pre-funded unit, in a registered direct offering. Each unit consisted of one ordinary share of the Company and one Series D Warrant to purchase 0.5 ordinary share of the Company. Each pre-funded unit consisted of one pre-funded warrant to purchase one ordinary share and one Series D Warrant to purchase 0.5 ordinary share. The exercise price of each pre-funded warrant included in the pre-funded unit was $0.01 per share. The Series D Warrants have an exercise price of $2.58 per ordinary share and are immediately exercisable and will expire on the fifth anniversary of the original issuance date. The Company received gross proceeds from the February 2019 registered direct offering of approximately $7,500 (including proceeds from the exercise of 1,024,876 pre-funded warrants), or approximately $6,500, net of issuance expenses in the amount of $987. m) On December 19, 2019, the Company entered into definitive agreements with certain investors to sell an aggregate of 2,720,178 ordinary shares at a purchase price of $1.75 per share in a private placement, resulting in gross proceeds of approximately $4,760. The private placement was subject to customary closing conditions. The closing of the transaction occurred in February 2020. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 11 - SHARE-BASED COMPENSATION A. General 1. In connection with the transfer of all of the business operations and substantially all of the assets of Check-Cap LLC to the Company in 2009, the Company assumed the Check-Cap LLC 2006 Unit Option Plan (hereafter: the "2006 Plan"). According to the 2006 Plan, the Company is authorized to grant options to purchase ordinary shares of the Company to employees, directors and consultants of the Company. The options granted according to the 2006 Plan are generally exercisable for 10 years from the grant date unless otherwise determined by the Company's Board of Directors, vest over a period to be determined by the Company's Board of Directors, and have an exercise price to be determined by the Company's Board of Directors . 2. On August 13, 2015, the shareholders approved and adopted the Check-Cap Ltd. 2015 Equity Incentive Plan (the "2015 Israeli Plan") and the Check-Ltd. 2015 United States Sub-Plan to Check-Cap Ltd. 2015 Equity Incentive Plan (the "2015 U.S. Sub-Plan" and together with the 2015 Israeli Plan, the "2015 Plan"). As of such date, the Company ceased to grant options under the 2006 Plan. All of the remaining shares authorized but unissued under the 2006 Plan were rolled over to the 2015 Plan. 3. On July 30, 2018, the Company's Board of Directors resolved to increase the number of ordinary shares of the Company's reserved for issuance under the 2015 Plan by 870,261 shares to 1,205,594 shares. 4. As of December 31, 2019, the available number of ordinary shares of the Company's reserved for future awards under the 2015 Plan is 344,688 shares. B. Details of share-based grants made by the Company The following tables presents the grant dates, number of underlying shares and related exercise prices of awards granted to employees and non-employees during the years 2019, 2018 and 2017 as well as the estimated fair value of the underlying ordinary shares on the grant date: Options: Grant date No. of options Expiration date Exercise price Fair value on grant date Share based expenses (1) $ in thousands Vesting terms February 27, 2017 1,964 February 27, 2027 $ 27.96 $ 14.40 $ 28 (2) May 9, 2017 1,580 May 9, 2027 $ 25.86 $ 12.96 $ 20 (2) June 22, 2017 (4) 5,041 June 22, 2027 $ 22.32 $ 12.60 $ 64 (3) August 3, 2017 404 August 3, 2027 $ 22.36 $ 12.36 $ 5 (2) November 2, 2017 853 November 2, 2027 $ 20.76 $ 8.16 $ 7 (2) February 13, 2018 4,584 February 13, 2028 $ 10.44 $ 4.95 $ 23 (2) July 30, 2018 (6) 231,819 July 30, 2028 $ 3.92 $ 2.61 $ 605 (5) September 20, 2018 (4) 37,039 September 20, 2028 $ 3.92 $ 2.96 $ 110 (5) November 1, 2018 44,450 November 1, 2028 $ 3.81 $ 3.23 $ 144 (5) May 6, 2019 (9) 20,814 May 6, 2029 $ 2.68 $ 2.01 $ 42 (5) August 5, 2019 (9) 30,338 August 5, 2029 $ 2.15 $ 1.48 $ 45 (5) November 4, 2019 (9) 22,930 November 4, 2029 $ 1.85 $ 1.37 $ 31 (5) December 12, 2019 (10) 129,639 December 12, 2029 $ 1.93 $ 1.14 $ 148 (5) Grant date No. of RSUs and PSUs Expiration date Fair value on grant date Share based expenses (1) Vesting terms February 27, 2017 7,457 February 27, 2027 $ 2.20 $ 197 (2) June 22, 2017 (7) 17,448 June 22, 2027 $ 1.88 $ 393 (7) August 3, 2017 (8) 24,951 August 3, 2027 $ 1.84 $ 551 (8) July 30, 2018 (6) 79,844 July 30, 2028 $ 3.24 $ 251 (5) September 20, 2018 (4) 15,875 September 20, 2028 $ 3.65 $ 58 (5) December 12, 2019 (10) 55,560 December 12, 2029 $ 1.52 $ 84 (5) 1. Share based expenses are based on their fair value on grant date. The amount is charged to the statement of operations over the vesting periods. 2. The options vest over a period of four years commencing on the date of grant, such that 25% of the options vested on the first anniversary of the date of grant and, thereafter, the remaining options vest in quarterly installments. 3. The options vest over a period of three years commencing on the date of grant in quarterly installments. 4. Options or RSUs granted to certain members of the Company's Board of Directors. 5. The options vest over a period of three years commencing on the date of grant, such that one third of the options vested on the first anniversary of the date of grant and thereafter, the remaining options vest in quarterly installments. 6. Of the 231,819 options and 79,844 RSUs, 122,232 options and 50,796 RSUs, respectively, were issued to certain of the Company’s officers. The remaining options and RSUs were issued to employees and consultants. 7. On June 22, 2017, the Company's shareholders approved the award of 11,302 and 6,146 RSUs to Mr. Densel, who served as the Company’s CEO at such time, and to certain members of the Company's Board of Directors, respectively. The terms of the RSUs awarded to the Company’s former CEO provided that they shall vest over a period of four years commencing on the date of grant, such that 25% of the RSUs shall vest on the first anniversary of the date of grant and thereafter, the remaining RSUs will vest in quarterly installments. On February 26, 2018, upon the termination of the employment of Mr. Densel, the Company’s former CEO, options to purchase 49,965ordinary shares and 11,302 RSUs were forfeited which resulted in share-based compensation income of approximately $587 for expenses previously recognized for unvested options and RSUs. The RSUs granted to certain members of the Company's Board of Directors shall vest over a period of three years commencing on the date of grant in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $255 and $138 for the RSUs granted to the Company’s CEO and to certain members of the Company's Board of Directors, respectively. These amounts are charged to statement of operations over the vesting periods. 8. On August 3, 2017, the Company's Board of Directors approved the award of 24,951 Performance Stock Units (“PSUs”) to certain of the Company's employees. The PSUs shall vest based on four pre-determined milestones, of which the first milestone (15%) in 2017, the second and third milestones in 2018 (22.5% each) and the fourth milestone in 2019 (40%). The compensation expense was based on the fair value on the grant date, and was estimated at approximately $551. No expenses were recorded during the years ended December 31, 2019, 2018 and 2017 as the Company did not achieve the pre-determined milestones for these years. 9. Of the 20,814, 30,338 and 22,930 options, 10,230, 10230 and 10,230 options, respectively, were issued to certain of the Company’s officers. The remaining options were issued to certain employees. 10. On December 12, 2019, the Company's shareholders approved the award of 92,599 options and 39,685 performance based RSUs to the Company’s CEO and 37,040 options and 15,875 performance based RSUs to certain members of the Company's Board of Directors, respectively. The options shall vest over a period of three years commencing on their date of grant, such that 33.33% of the options shall vest on the first anniversary of the date of grant and an additional 8.33% will vest at the end of each subsequent three-month period thereafter, subject to each of the Company’s CEO and the member of the Board of Directors continuing service with the Company on each applicable vesting date. The exercise price of the options shall be equal to the average closing price of our ordinary shares on the Nasdaq Capital Market during the 30 trading days prior to the approval of the grant of the award by the shareholders, plus a 25% premium of $1.93. The performance-based RSUs will vest over a period of three years commencing on January 1, 2020, in three equal tranches, and is subject to the achievement of Performance Targets. At least 60% of the Performance Targets for any calendar year must be met to be entitled to the tranche with respect to such calendar year, and once met, the applicable tranche will vest in full. Each of the Company’s CEO and the members of the Board of Directors must be serving as the Company CEO and members of the Board of Directors, respectively, on the date of the filing of our annual financial statements for each calendar year during the three year vesting period to be entitled to the performance based RSU tranche for any such calendar year. The vesting conditions for the performance-based RSUs with respect to the Performance Targets will include a mechanism for deferring vesting to the following years in the event of a failure to fulfill the criteria for any calendar year, provided that the cumulative average achievement criteria of the Performance Targets during the vesting period is met. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $166 and $66 for the options and performance based RSUs granted to the Company’s CEO and to certain members of the Company's Board of Directors, respectively. These amounts are charged to the statement of operations over the vesting periods of which $5 was recorded to general and administrative expenses in the year ended December 31, 2019. C. Options Fair Value The parameters which were used in applying the model are as follows: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Expected volatility (1) 98%-103 % 104%-108 % 58%-60 % Risk-free rate 1.59-2.30 % 2.67-3.15 % 1.9%-2.2 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5.88 5.5-7 5.5-7 Share price $ 1.52 - $2.52 $ 3.24 - $9.07 $ 15.96-$26.40 (1) In the years ended December 31, 2019 and 2018, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. D. Effect of share-based compensation transactions on the Company's statements of operations For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Research and development, net 421 234 116 General and administrative, net* 95 (299 ) 610 Total 516 (65 ) 726 * The income recorded during 2018 is mainly due to the forfeiture of the former CEO's unvested options and RSUs. E. A summary of the Company's option activity related to options granted to employees, service providers and directors, and related information under the 2006 Plan and the 2015 Plan is as follows: Year ended December 31, 2019 Number Weighted average of exercise price (in $) Weighted average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands)(2) Options outstanding at beginning of year 422,784 15.54 8.60 - Options granted 203,721 2.03 Options forfeited (79,183 ) 12.17 Options outstanding at end of year 547,322 10.24 8.30 - Options exercisable at end of year 194,291 23.36 6.48 - Year ended December 31, 2018 Number Weighted average of exercise price (in $) Weighted average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands)(2) Options outstanding at beginning of year 208,222 46.32 7.11 - Options granted 318,094 4.00 Options forfeited (103,532 ) 45.88 Options outstanding at end of year 422,784 15.54 8.60 - Options exercisable at end of year 101,040 46.18 4.61 - Year ended December 31, 2017 Number Weighted average of exercise price (in $) Weighted average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands)(2) Options outstanding at beginning of year 207,769 47.04 7.39 - Options granted 9,842 23.88 Options forfeited (9,389 ) 39.24 Options outstanding at end of year 208,222 46.32 7.11 - Options exercisable at end of year 134,550 48.00 5.99 - 1. The weighted average grant date fair values of options granted during the years ended December 31, 2019, 2018 and 2017 were $1.31, $2.77 and $12.48, respectively. 2. All the outstanding options, except options at an exercise price of par value, are out of the money. A summary of the Company’s RSUs activity is as follows: Year ended December 31 2019 2018 2017 Number of RSUs Unvested at beginning of year 109,469 44,473 - Granted 55,560 95,719 49,856 Vested (35,124 ) (4,818 ) (1,033 ) Forfeited (30,375 ) (25,905 ) (4,350 ) Unvested at end of year 99,530 109,469 44,473 3. The weighted average grant date fair values of RSUs awarded during the years ended December 31, 2019 , 2018 and 2017 were $1.52, $3.31 and $1.91. 4. As of December 31, 2019, 2018 and 2017, there were $544, $964 and $633 unrecognized compensation cost related to non-vested share-based compensation arrangements (options and RSUs) granted under the 2006 Plan and 2015 Plan, respectively. This cost is expected to be recognized over a period of up to 4 years. |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES, NET | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 12 - RESEARCH AND DEVELOPMENT EXPENSES, NET Composition: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Salaries and related expenses 5,316 4,410 4,656 Share-based compensation 421 234 116 Materials 1,944 1,508 614 Subcontractors 764 311 456 Depreciation 98 138 147 Cost for registration of patents 132 126 157 Others 1,889 1,099 893 10,564 7,826 7,039 Less participation of the IIA and BIRD Foundation (90 ) (208 ) (202 ) Total research and development expenses, net 10,474 7,618 6,837 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
General and Administrative Expense [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES Composition: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Salaries and related expenses 1,506 1,839 1,395 Share-based compensation, net 95 (299 ) 610 Professional services 705 833 414 Office rent and maintenance 180 163 161 Depreciation 17 10 10 Others 1,092 899 574 Total general and administrative expenses 3,595 3,445 3,164 |
FINANCE INCOME (EXPENSES), NET
FINANCE INCOME (EXPENSES), NET | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
FINANCE INCOME (EXPENSES), NET | NOTE 14 - FINANCE INCOME (EXPENSES), NET Composition: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Interest income on short-term deposits and other 245 243 66 Bank fees and interest expenses (8 ) (7 ) (7 ) Changes in provision for royalties 3 255 82 Exchange rate differences (18 ) (27 ) 95 Changes in fair value of derivatives 11 9 - Total financing income, net 233 473 236 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 15 - LOSS PER SHARE Basic loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares outstanding during each year, plus the dilutive potential of the ordinary shares considered outstanding during the year, in accordance with ASC 260-10 "Earnings per share". All outstanding options and warrants have been excluded from the calculation of the diluted loss per share for each period presented, since all such securities have an anti-dilutive effect. The following table sets forth the computation of the Company`s basic and diluted net loss per ordinary share: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Net loss 13,836 10,589 9,771 Shares used in computing net loss per ordinary share, basic and diluted 7,986,059 4,058,005 1,454,511 Net loss per ordinary share, basic and diluted 1.73 2.61 6.72 Instruments that may potentially dilute the basic loss per share in the future but were not included in the calculation of diluted loss per share, since their effect is anti-dilutive. For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 (number) Warrants and share options 6,307,448 3,457,031 913,857 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 16 - RELATED PARTIES A. Compensation to the non-executive directors: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Fees, including reimbursement of expenses 323 340 274 Share-based compensation 123 113 179 446 453 453 B. Transactions with related parties: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Consulting fees, including share-based compensation and reimbursement of expenses (1) 54 47 57 Key man life insurance premium - - 1 54 47 58 1. On July 1, 2005, the Company entered into an agreement with Hadar Kimchy according to which Hadar Kimchy provided marketing communication and graphical design services to the Company in consideration for a monthly fee of approximately NIS 10 ($3). On August 1, 2014, the monthly fee was increased to approximately NIS 14 ($4). Such services were provided to the Company by Sigalit Kimchy, who is employed by Hadar Kimchy. On April 4, 2016, the agreement was terminated. On April 4, 2016, the Company entered into an employment agreement with Sigalit Kimchy, according to which Ms. Kimchy serves as marcom and user interface lead, in a 60% part-time role (no less than 112 hours per month), for a monthly salary of NIS 11.2 ($3), plus up to 35 monthly overtime hours at a gross monthly rate of NIS 2.8 ($1), or an aggregate monthly salary of up to NIS 14 ($4). Ms. Kimchy is entitled to an education fund, managers' insurance or pension fund and reimbursement of monthly travel expenses. Sigalit Kimchy is the wife of Yoav Kimchy, the Company’s Chief Technology Officer ("CTO"). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS On December 19, 2019, the Company entered into definitive agreements with certain investors to sell an aggregate of 2,720,178 ordinary shares at a purchase price of $1.75 per share in a private placement, resulting in gross proceeds of approximately $4,760. The private placement was subject to customary closing conditions. The closing of the transaction occurred in February 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates in Preparation of Financial Statements | A. Use of estimates in preparation of financial statements The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of Consolidation | B. Principles of consolidation The Company's consolidated financial statements include the financial statements of Check-Cap Ltd. and its wholly-owned subsidiary, Check-Cap U.S., Inc. The Company's consolidated financial statements are presented after elimination of inter-company transactions and balances. |
Financial statements in U.S dollars | C. Financial statements in U.S. dollars The Company has not yet generated revenues and the majority of its expenses are in U.S. dollars (dollar or USD) or NIS. The financial statements are presented in dollars, which is the functional currency of the Company. In management's judgment, setting the dollar as the Company's functional currency, is based mainly on the following criteria: the Company's budget and other Company internal reports, including reports to the Company's Board of Directors and investors, are presented in dollars. Management uses these reports in order to make decisions for the Company. All of the Company's equity and debt financings have been in dollars; and it is expected that a significant portion of the Company's future revenues will be in dollars. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 "Foreign Currency Translation". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. |
Cash and cash equivalents | D. Cash and cash equivalents Cash and cash equivalents include cash in hand, short–term deposits in banks and short-term, highly liquid investments with an original maturity of up to three months, with a high level of liquidity that may be easily converted to known amounts of cash, and that are exposed to insignificant risk of change in value. |
Short-term bank deposit | E. Short-term bank deposit Short-term bank deposits are deposits with maturities of more than three months but less than one year. The short–term bank deposits are presented at their cost, including accrued interest, which approximates fair value. |
Cash flow hedges | F. Cash flow hedges As a matter of policy, the Company uses derivatives for risk management purposes, and does not use derivatives for speculative purposes. From time to time, the Company may enter into foreign currency zero-cost collars or minimal cost collars contracts to hedge foreign currency cash flow transactions. For cash flow hedges during 2018, unrealized gain or loss is recorded in other comprehensive income (loss) until hedged item affects earnings. All of the Company’s hedges that were designated as hedges for accounting purposes were highly effective; therefore, no notable amounts of hedge ineffectiveness were recorded in the Company’s Consolidated Statements of Operations for either the settlement of cash flow hedges or the outstanding hedged balance. As of December 31, 2019 and 2018, the Company had outstanding foreign exchange collars in the notional amount of approximately $1,800 and $2,100, respectively. These options were set for a period of up to six months. The Company measured the fair value of the options in accordance with provisions of ASC No. 820 (classified as level 2 of the fair value hierarchy). The fair value of the Company’s outstanding collars at December 31, 2019 and 2018 amounted to an asset, net of $6 and liability, net of $15, respectively and is included in other current assets and other current liabilities on the balance sheets. |
Property and equipment | G. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Length of useful life Depreciation rate Years % Office furniture and equipment 10-14 7-10 Laboratory equipment 3-7 15-33 Computers and auxiliary equipment 3 33 |
Impairment of Long-Lived Assets | H. Impairment of long-lived assets The Company's long-lived assets are reviewed for impairment in accordance with ASC 360-10 "Accounting for the Impairment or Disposal of Long-Lived Assets" whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2019, 2018 and 2017, no impairment losses were recorded. |
Research and development costs | I. Research and development costs Research and development costs are expensed as incurred and consist primarily of costs for personnel, subcontractors and consultants (mainly in connection with clinical trials) and materials for research and development and clinical activities. Grants received by the Company from the IIA and from Israel-United States Binational Industrial Research and Development Foundation (the "BIRD Foundation") are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses. Such grants are included as a deduction of research and development costs. See Note 8B(1) below regarding the offset of grants received for participation in research and development expenses. |
Contingent liabilities | J. Contingent liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 450, "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2019, and 2018, the Company is not a party to any ligation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. |
Share-based compensation | K. Share-based compensation The Company recognizes expense for its share-based compensation based on the fair value of the awards granted. The Company’s share-based compensation plans provide for the award of stock options and restricted stock units. In accordance with ASC 718-10 "Compensation-Stock Compensation", the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations. The Company recognizes compensation expenses for the value of its awards granted based on the graded-vesting method over the requisite service period for each separately vesting portion of the award. Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) allows companies to account for forfeitures when they occur. The Company selected the Black-Scholes-Merton option-pricing model as the most appropriate fair value method for its share-based awards. The option-pricing model requires a number of assumptions, of which the most significant are the fair market value of the underlying ordinary shares, expected share price volatility and the expected option term. In the year ended December 31, 2019 and 2018, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. In the year ended December 31, 2017, expected volatility was calculated based on certain peer companies that the Company considered to be comparable. The expected option term represents the period of time that options granted are expected to be outstanding. The expected option term is determined based on the simplified method in accordance with Staff Accounting Bulletin No. 110, as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Accounting Standards Update (ASU) 2018-07, “Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting” was issued by the Financial Accounting Standards Board (FASB) in June 2018. The purpose of this amendment is to address aspects of the accounting for nonemployee share-based payment transactions. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted this effective January 1, 2019. The adoption of this did not have |
Income taxes | L. Income taxes The Company accounts for income taxes in accordance with ASC 740-10 "Accounting for Income Taxes." This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with ASC 740, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered 'more-likely-than-not' that the position taken will be sustained by a taxing authority. As of December 31, 2019 and 2018, the Company had no unrecognized income tax positions, and, accordingly, there is no impact on the Company's effective income tax rate associated with these items. |
Fair value of financial instruments | M. Fair value of financial instruments The Company measures its investments in money market funds (classified as cash equivalents) and its foreign currency net purchased options at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: • Level 1. • Level 2 • Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Comprehensive loss | N. Comprehensive loss The Company accounts for comprehensive income in accordance with ASC No. 220, “Comprehensive Income”. Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to, shareholders. The Company’s comprehensive loss consists of net loss and unrealized gain or loss on the effective portion of cash flow hedges during the period ended December 31, 2018. These amounts are carried in accumulated other comprehensive loss on the consolidated statements of comprehensive income and are presented net of taxes. |
Restricted Cash | O. Restricted Cash The Company has granted a pledge in favor of Bank Leumi Le-Israel B.M in the amount of $350 to secure certain payment obligations of the Company in connection with hedge transactions. This amount was classified as restricted cash balance as of December 31, 2019 and 2018. In January 2018, the Company adopted new guidance from the FASB that clarified how entities should classify certain cash receipts and cash payments on the statement of cash flows. As a result, the restricted cash balance that existed in prior periods is included as a component of cash and cash equivalents and restricted cash on the statement of cash flows in the relevant periods presented. 2 0 1 9 2 0 1 8 2 0 1 7 Cash and Cash equivalents 7,685 8,572 6,997 Restricted cash included current assets 350 350 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows 8,035 8,922 6,997 |
Leases | P. Leases ASU 2016-02, “Leases (Topic 842)” was issued by the FASB in February 2016. The Company adopted this effective January 1, 2019 using the modified retrospective application, applying the new standard to leases in place as of the adoption date. Prior periods have not been adjusted. Arrangements that are determined to be leases at inception are recognized as long-term operating lease assets and lease liabilities in the consolidated balance sheet at lease commencement. Operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at the commencement date in determining the present value of future lease payments. Lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company elected to adopt a package of practical expedients offered by the FASB which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. The Company has also elected the practical expedient to include both lease and non-lease components as a single component and account for it as a lease. Additionally, the Company has made a policy election not to capitalize leases with a term of 12 months or less. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. |
New Accounting Pronouncements | P. New accounting pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU 2016-13 is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company does not expect that this standard will have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for the Company beginning on January 1, 2020. The Company does not expect that this standard will have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Inputs | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Length of useful life Depreciation rate Years % Office furniture and equipment 10-14 7-10 Laboratory equipment 3-7 15-33 Computers and auxiliary equipment 3 33 |
Schedule of Cash, Cash Equivalents and Restricted Cash | As a result, the restricted cash balance that existed in prior periods is included as a component of cash and cash equivalents and restricted cash on the statement of cash flows in the relevant periods presented. 2 0 1 9 2 0 1 8 2 0 1 7 Cash and Cash equivalents 7,685 8,572 6,997 Restricted cash included current assets 350 350 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows 8,035 8,922 6,997 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | December 31, 2 0 1 9 2 0 1 8 Government institutions 157 178 Prepaid expenses 200 206 Deposits 11 34 Other assets 32 1 400 419 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | December 31, 2 0 1 9 2 0 1 8 Cost: Office furniture and equipment 213 186 Laboratory equipment 759 644 Computers and auxiliary equipment 420 388 1,392 1,218 Accumulated depreciation 852 766 Property and equipment, net 540 452 |
LEASES (Table)
LEASES (Table) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: Year Ended December 31, 2019 Cash payments for operating leases $ 198 |
Schedule of Future Lease Payments | Future lease payments under operating leases as of December 31, 2019 were as follows: Operating Leases 2020 $ 220 2021 181 2022 57 Total future lease payments 458 Less imputed interest (25 ) Total lease liability balance $ 433 |
EMPLOYEE BENEFITS AND PAYROLL_2
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Employee-related Liabilities [Abstract] | |
Schedule of Employee Benefits and Payroll Accruals | December 31, 2 0 1 9 2 0 1 8 Short-term employee benefits: Benefits for vacation and recreation pay 193 162 Liability for payroll, bonuses and wages 908 697 1,101 859 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Taxes | December 31, 2 0 1 9 2 0 1 8 Carry-forward tax losses 16,519 12,525 Less valuation allowance (16,519 ) (12,525 ) - - |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Reimbursement Liability | December 31, 2 0 1 9 2 0 1 8 Royalties to an ASIC designer 129 120 Reimbursement liability to Predecessor Entity's unit holders 53 65 182 185 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Changes in Fair Value | December 31, 2019 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 2,650 $ 2,650 Other current assets: Foreign currency derivative instruments $ 6 $ 6 Total financial assets $ 2,650 $ 6 $ 2,656 December 31, 2018 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 4,307 $ 4,307 Other current liabilities: Foreign currency derivative instruments $ (15 ) $ (15 ) Total financial assets (Liabilities) $ 4,307 $ (15 ) $ 4,292 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Awards Granted | The following tables presents the grant dates, number of underlying shares and related exercise prices of awards granted to employees and non-employees during the years 2019, 2018 and 2017 as well as the estimated fair value of the underlying ordinary shares on the grant date: Options: Grant date No. of options Expiration date Exercise price Fair value on grant date Share based expenses (1) $ in thousands Vesting terms February 27, 2017 1,964 February 27, 2027 $ 27.96 $ 14.40 $ 28 (2) May 9, 2017 1,580 May 9, 2027 $ 25.86 $ 12.96 $ 20 (2) June 22, 2017 (4) 5,041 June 22, 2027 $ 22.32 $ 12.60 $ 64 (3) August 3, 2017 404 August 3, 2027 $ 22.36 $ 12.36 $ 5 (2) November 2, 2017 853 November 2, 2027 $ 20.76 $ 8.16 $ 7 (2) February 13, 2018 4,584 February 13, 2028 $ 10.44 $ 4.95 $ 23 (2) July 30, 2018 (6) 231,819 July 30, 2028 $ 3.92 $ 2.61 $ 605 (5) September 20, 2018 (4) 37,039 September 20, 2028 $ 3.92 $ 2.96 $ 110 (5) November 1, 2018 44,450 November 1, 2028 $ 3.81 $ 3.23 $ 144 (5) May 6, 2019 (9) 20,814 May 6, 2029 $ 2.68 $ 2.01 $ 42 (5) August 5, 2019 (9) 30,338 August 5, 2029 $ 2.15 $ 1.48 $ 45 (5) November 4, 2019 (9) 22,930 November 4, 2029 $ 1.85 $ 1.37 $ 31 (5) December 12, 2019 (10) 129,639 December 12, 2029 $ 1.93 $ 1.14 $ 148 (5) Grant date No. of RSUs and PSUs Expiration date Fair value on grant date Share based expenses (1) Vesting terms February 27, 2017 7,457 February 27, 2027 $ 2.20 $ 197 (2) June 22, 2017 (7) 17,448 June 22, 2027 $ 1.88 $ 393 (7) August 3, 2017 (8) 24,951 August 3, 2027 $ 1.84 $ 551 (8) July 30, 2018 (6) 79,844 July 30, 2028 $ 3.24 $ 251 (5) September 20, 2018 (4) 15,875 September 20, 2028 $ 3.65 $ 58 (5) December 12, 2019 (10) 55,560 December 12, 2029 $ 1.52 $ 84 (5) 1. Share based expenses are based on their fair value on grant date. The amount is charged to statement of operations over the vesting periods. 2. The options vest over a period of four years commencing on the date of grant, such that 25% of the options vested on the first anniversary of the date of grant and thereafter, the remaining options vest in quarterly installments. 3. The options vest over a period of three years commencing on the date of grant in quarterly installments. 4. Options or RSUs granted to certain members of the Company's Board of Directors. 5. The options vest over a period of three years commencing on the date of grant, such that one third of the options vested on the first anniversary of the date of grant and thereafter, the remaining options vest in quarterly installments. 6. Of the 231,819 options and 79,844 RSUs, 122,232 options and 50,796 RSUs, respectively, were issued to certain of the Company’s officers. The remaining options and RSUs were issued to employees and consultants. 7. On June 22, 2017, the Company's shareholders approved the award of 11,302 and 6,146 RSUs to Mr. Densel, who served as the Company’s CEO at such time, and to certain members of the Company's Board of Directors, respectively. The terms of the RSUs awarded to the Company’s former CEO provided that they shall vest over a period of four years commencing on the date of grant, such that 25% of the RSUs shall vest on the first anniversary of the date of grant and thereafter, the remaining RSUs will vest in quarterly installments. On February 26, 2018, upon the termination of the employment of Mr. Densel, the Company’s former CEO, options to purchase 49,965ordinary shares and 11,302 RSUs were forfeited which resulted in share-based compensation income of approximately $587 for expenses previously recognized for unvested options and RSUs. The RSUs granted to certain members of the Company's Board of Directors shall vest over a period of three years commencing on the date of grant in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $255 and $138 for the RSUs granted to the Company’s CEO and to certain members of the Company's Board of Directors, respectively. These amounts are charged to statement of operations over the vesting periods. 8. On August 3, 2017, the Company's Board of Directors approved the award of 24,951 Performance Stock Units (“PSUs”) to certain of the Company's employees. The PSUs shall vest based on four pre-determined milestones, of which the first milestone (15%) in 2017, the second and third milestones in 2018 (22.5% each) and the fourth milestone in 2019 (40%). The compensation expense was based on the fair value on the grant date, and was estimated at approximately $551. No expenses were recorded during the years ended December 31, 2019, 2018 and 2017 as the Company did not achieve the pre-determined milestones for these years. 9. Of the 20,814, 30,338 and 22,930 options, 10,230, 10230 and 10,230 options, respectively, were issued to certain of the Company’s officers. The remaining options were issued to certain employees. 10. On December 12, 2019, the Company's shareholders approved the award of 92,599 options and 39,685 performance based RSUs to the Company’s CEO and 37,040 options and 15,875 performance based RSUs to certain members of the Company's Board of Directors, respectively. The options shall vest over a period of three years commencing on their date of grant, such that 33.33% of the options shall vest on the first anniversary of the date of grant and an additional 8.33% will vest at the end of each subsequent three-month period thereafter, subject to each of the Company’s CEO and the member of the Board of Directors continuing service with the Company on each applicable vesting date. The exercise price of the options shall be equal to the average closing price of our ordinary shares on the Nasdaq Capital Market during the 30 trading days prior to the approval of the grant of the award by the shareholders, plus a 25% premium of $1.93. The performance-based RSUs will vest over a period of three years commencing on January 1, 2020, in three equal tranches, and is subject to the achievement of Performance Targets. At least 60% of the Performance Targets for any calendar year must be met to be entitled to the tranche with respect to such calendar year, and once met, the applicable tranche will vest in full. Each of the Company’s CEO and the member of the Board of Directors must be serving as the Company CEO and member of the Board of Directors, respectively, on the date of the filing of our annual financial statements for each calendar year during the three year vesting period to be entitled to the performance based RSU tranche for any such calendar year. The vesting conditions for the performance-based RSUs with respect to the Performance Targets will include a mechanism for deferring vesting to the following years in the event of a failure to fulfill the criteria for any calendar year, provided that the cumulative average achievement criteria of the Performance Targets during the vesting period is met. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $166 and $66 for the options and performance based RSUs granted to the Company’s CEO and to certain members of the Company's Board of Directors, respectively. These amounts are charged to statement of operations over the vesting periods of which $5 was recorded to general and administrative expenses in the year ended December 31, 2019. |
Schedule of Parameters Used in Valuing Fair Value of Options | The parameters which were used in applying the model are as follows: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Expected volatility (1) 98%-103 % 104%-108 % 58%-60 % Risk-free rate 1.59-2.30 % 2.67-3.15 % 1.9%-2.2 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5.88 5.5-7 5.5-7 Share price $ 1.52 - $2.52 $ 3.24 - $9.07 $ 15.96-$26.40 (1) In the years ended December 31, 2019 and 2018, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. |
Schedule of Share-Based Compensation | Effect of share-based compensation transactions on the Company's statements of operations For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Research and development, net 421 234 116 General and administrative, net* 95 (299 ) 610 Total 516 (65 ) 726 * The income recorded during 2018 is mainly due to the forfeiture of the former CEO's unvested options and RSUs. |
Schedule of Stock Option Activity | A summary of the Company's option activity related to options granted to employees, service providers and directors, and related information under the 2006 Plan and the 2015 Plan is as follows: Year ended December 31, 2019 Number Weighted average of exercise price (in $) Weighted average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands)(2) Options outstanding at beginning of year 422,784 15.54 8.60 - Options granted 203,721 2.03 Options forfeited (79,183 ) 12.17 Options outstanding at end of year 547,322 10.24 8.30 - Options exercisable at end of year 194,291 23.36 6.48 - Year ended December 31, 2018 Number Weighted average of exercise price (in $) Weighted average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands)(2) Options outstanding at beginning of year 208,222 46.32 7.11 - Options granted 318,094 4.00 Options forfeited (103,532 ) 45.88 Options outstanding at end of year 422,784 15.54 8.60 - Options exercisable at end of year 101,040 46.18 4.61 - Year ended December 31, 2017 Number Weighted average of exercise price (in $) Weighted average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands)(2) Options outstanding at beginning of year 207,769 47.04 7.39 - Options granted 9,842 23.88 Options forfeited (9,389 ) 39.24 Options outstanding at end of year 208,222 46.32 7.11 - Options exercisable at end of year 134,550 48.00 5.99 - |
RSUs [Member] | |
Schedule of Stock Option Activity | A summary of the Company’s RSUs activity is as follows: Year ended December 31 2019 2018 2017 Number of RSUs Unvested at beginning of year 109,469 44,473 - Granted 55,560 95,719 49,856 Vested (35,124 ) (4,818 ) (1,033 ) Forfeited (30,375 ) (25,905 ) (4,350 ) Unvested at end of year 99,530 109,469 44,473 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses, Net | For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Salaries and related expenses 5,316 4,410 4,656 Share-based compensation 421 234 116 Materials 1,944 1,508 614 Subcontractors 764 311 456 Depreciation 98 138 147 Cost for registration of patents 132 126 157 Others 1,889 1,099 893 10,564 7,826 7,039 Less participation of the IIA and BIRD Foundation (90 ) (208 ) (202 ) Total research and development expenses, net 10,474 7,618 6,837 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General and Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Salaries and related expenses 1,506 1,839 1,395 Share-based compensation, net 95 (299 ) 610 Professional services 705 833 414 Office rent and maintenance 180 163 161 Depreciation 17 10 10 Others 1,092 899 574 Total general and administrative expenses 3,595 3,445 3,164 |
FINANCE INCOME (EXPENSES), NET
FINANCE INCOME (EXPENSES), NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Finance Income (Expense), Net | For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Interest income on short-term deposits and other 245 243 66 Bank fees and interest expenses (8 ) (7 ) (7 ) Changes in provision for royalties 3 255 82 Exchange rate differences (18 ) (27 ) 95 Changes in fair value of derivatives 11 9 - Total financing income, net 233 473 236 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | The following table sets forth the computation of the Company`s basic and diluted net loss per ordinary share: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Net loss 13,836 10,589 9,771 Shares used in computing net loss per ordinary share, basic and diluted 7,986,059 4,058,005 1,454,511 Net loss per ordinary share, basic and diluted 1.73 2.61 6.72 |
Schedule of Anti-Dilutive Securities | Instruments that may potentially dilute the basic loss per share in the future but were not included in the calculation of diluted loss per share, since their effect is anti-dilutive. For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 (number) Warrants and share options 6,307,448 3,457,031 913,857 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation to the Non-Executive Directors [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | Compensation to the non-executive directors: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Fees, including reimbursement of expenses 323 340 274 Share-based compensation 123 113 179 446 453 453 |
Transactions with Related Parties [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | Transactions with related parties: For the year ended December 31, 2 0 1 9 2 0 1 8 2 0 1 7 Consulting fees, including share-based compensation and reimbursement of expenses (1) 54 47 57 Key man life insurance premium - - 1 54 47 58 |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 19, 2019 | |
Net loss | $ 13,836 | $ 10,589 | $ 9,771 | |
Accumulated deficit | 77,137 | 63,301 | ||
Aggregate consideration | $ 5,407 | $ 3,456 | ||
Shares issued | 8,272,908 | 5,330,684 | ||
Private Placement [Member] | ||||
Aggregate consideration | $ 4,760 | |||
Purchase price | $ 1.75 | |||
Shares issued | 2,720,178 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Notional amount | $ 1,800 | $ 2,100 |
Fair value of option outstanding | $ 6 | $ 15 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Office furniture and equipment [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Length of useful life | 10 years |
Depreciation rate | 7.00% |
Office furniture and equipment [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Length of useful life | 14 years |
Depreciation rate | 10.00% |
Laboratory equipment [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Length of useful life | 3 years |
Depreciation rate | 15.00% |
Laboratory equipment [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Length of useful life | 7 years |
Depreciation rate | 33.00% |
Computer and auxiliary equipment [Member] | |
Accounting Policies [Line Items] | |
Length of useful life | 3 years |
Depreciation rate | 33.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and Cash equivalents | $ 7,685 | $ 8,572 | $ 6,997 | |
Restricted cash included current assets | 350 | 350 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 8,035 | $ 8,922 | $ 6,997 | $ 11,639 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Government institutions | $ 157 | $ 178 |
Prepaid expenses | 200 | 206 |
Deposits | 11 | 34 |
Other assets | 32 | 1 |
Prepaid expenses and other current assets | $ 400 | $ 419 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expenses | $ 115 | $ 147 | $ 157 |
Property and equipment | 1,392 | 1,218 | |
Accumulated depreciation | 852 | 766 | |
Property and equipment, net | 540 | 452 | |
Office furniture and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 213 | 186 | |
Laboratory equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 759 | 644 | |
Computer and auxiliary equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 420 | $ 388 |
LEASES (Details)
LEASES (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)m² | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Operating lease assets | $ 454 | |
Lease liabilities | $ 433 | |
Weighted average remaining lease term | 2 years 2 months 12 days | |
Weighted average borrowing rate | 5.00% | |
Isfiya, ISRAEL | Office facilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Area of lease | m² | 900 | |
Lease expiration date | May 31, 2022 |
LEASES (Schedule of Supplementa
LEASES (Schedule of Supplemental Cash Flow Information Related to Operating Leases) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 198 |
LEASES (Schedule of Future Leas
LEASES (Schedule of Future Lease Payments) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 220 |
2021 | 181 |
2022 | 57 |
Total future lease payments | 458 |
Less imputed interest | (25) |
Total lease liability balance | $ 433 |
EMPLOYEE BENEFITS AND PAYROLL_3
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Employee-related Liabilities [Abstract] | ||
Benefits for vacation and recreation pay | $ 193 | $ 162 |
Liability for payroll, bonuses and wages | 908 | 697 |
Employee benefits and payroll accruals | $ 1,101 | $ 859 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | ||||
Carry-forward tax losses | $ 16,519 | $ 12,525 | ||
Less valuation allowance | (16,519) | (12,525) | ||
Deferred income taxes | ||||
Income tax rate | 23.00% | 23.00% | 24.00% | |
Minimum [Member] | ||||
INCOME TAXES [Abstract] | ||||
Income tax rate | 21.00% | |||
Reduction in income tax rate | 7.50% | |||
Maximum [Member] | ||||
INCOME TAXES [Abstract] | ||||
Income tax rate | 35.00% | |||
Reduction in income tax rate | 9.00% | |||
Development Area A [Member] | ||||
INCOME TAXES [Abstract] | ||||
Income tax rate | 7.50% | |||
Reduction in income tax rate | 5.00% | |||
Rest of the Country [Member] | ||||
INCOME TAXES [Abstract] | ||||
Income tax rate | 12.00% | |||
Reduction in income tax rate | 8.00% |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)m²€ / Unit$ / PerUnitSold | Dec. 31, 2018USD ($) | Dec. 31, 2019EUR (€)m²€ / Unit$ / PerUnitSold | |
Royalties: | |||
Royalties provision | $ 182,000 | $ 185,000 | |
Vehicles [Member] | |||
Leases: | |||
Monthly lease expense | 14,000 | ||
Office facilities [Member] | |||
Leases: | |||
Monthly lease expense | $ 8,000 | ||
Office facilities [Member] | Isfiya, ISRAEL | |||
Royalties: | |||
Area of lease | m² | 900 | 900 | |
Lease expiration date | May 31, 2022 | ||
Minimum [Member] | Vehicles [Member] | |||
Leases: | |||
Term | 32 months | 32 months | |
Maximum [Member] | Vehicles [Member] | |||
Leases: | |||
Term | 36 months | 36 months | |
ASIC designer [Member] | |||
Royalties: | |||
Royalties payable per unit sold | $ / PerUnitSold | 0.56 | 0.56 | |
Maximum royalties payable | $ 224,000 | ||
Royalties provision | $ 129,000 | 120,000 | |
ASIC designer [Member] | Euro [Member] | |||
Royalties: | |||
Royalties payable per unit sold | € / Unit | 0.50 | 0.50 | |
Maximum royalties payable | € | € 200,000 | ||
Reimbursement liability to Predecessor Entity's Unit Holders [Member] | |||
Royalties: | |||
Royalties provision | $ 53,000 | 65,000 | |
OCS [Member] | |||
Royalties: | |||
Funding | 5,300,000 | ||
Contingent liability | $ 5,700,000 | ||
OCS [Member] | Minimum [Member] | |||
Royalties: | |||
Royalty repayment, percentage of products sold | 3.00% | 3.00% | |
OCS [Member] | Maximum [Member] | |||
Royalties: | |||
Royalty repayment, percentage of products sold | 5.00% | 5.00% | |
BIRD Foundation [Member] | |||
Royalties: | |||
Maximum royalties payable | $ 900,000 | ||
Funding | $ 115,000 | $ 127,000 | |
Royalty repayment, percentage of products sold | 5.00% | 5.00% | |
Contingent liability | $ 180,000 | ||
Refund expenses | $ 13,000 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Market observable data of similar instruments) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents: | ||
Money market funds | $ 2,650 | $ 4,307 |
Other current assets: | ||
Foreign currency derivative instruments | 6 | |
Total financial assets | 2,656 | |
Other current liabilities: | ||
Foreign currency derivative instruments | (15) | |
Total financial assets (Liabilities) | 4,292 | |
Level 1 [Member] | ||
Cash and cash equivalents: | ||
Money market funds | 2,650 | 4,307 |
Other current assets: | ||
Total financial assets | 2,650 | |
Other current liabilities: | ||
Total financial assets (Liabilities) | 4,307 | |
Level 2 [Member] | ||
Other current assets: | ||
Foreign currency derivative instruments | 6 | |
Total financial assets | $ 6 | |
Other current liabilities: | ||
Foreign currency derivative instruments | (15) | |
Total financial assets (Liabilities) | $ (15) |
SHAREHOLDERS' EQUITY (Ordinary
SHAREHOLDERS' EQUITY (Ordinary Shares) (Details) $ / shares in Units, $ in Thousands | Feb. 06, 2019USD ($)$ / sharesshares | May 08, 2018USD ($)$ / sharesshares | Jun. 02, 2017USD ($)$ / sharesshares | Aug. 11, 2016USD ($)$ / sharesshares | May 11, 2010shares | Nov. 22, 2017USD ($)$ / sharesshares | Jan. 23, 2017USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 19, 2019USD ($)$ / sharesshares | Apr. 25, 2018shares | Dec. 31, 2016shares | Dec. 31, 2015₪ / shares |
Class of Stock [Line Items] | |||||||||||||||
Exercise of warrants into ordinary shares | $ | $ 5 | $ 14 | |||||||||||||
Shares issued | 8,272,908 | 5,330,684 | |||||||||||||
Issuance of ordinary shares in the Private Placement, shares | 166,667 | ||||||||||||||
Number of units | 25,000 | ||||||||||||||
Issuance of ordinary shares in IPO, net of issuance expense | $ | $ 17,792 | ||||||||||||||
Proceeds warrant from the exercise pre-funded warrants | $ | $ 196 | ||||||||||||||
Aggregate consideration | $ | $ 5,407 | $ 3,456 | |||||||||||||
Pre funded Units [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of ordinary shares available for purchase through pre-funded warrants | 1,024,876 | 450,909 | |||||||||||||
Pre-funded warrants purchase price | $ / shares | $ 2.57 | $ 5.49 | |||||||||||||
Exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
IPO [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued | 1,881,500 | 478,407 | |||||||||||||
Exercise of options | 25,624 | ||||||||||||||
Share price | $ / shares | $ 2.58 | $ 5.50 | $ 72 | ||||||||||||
Value or warrants | $ | $ 125 | ||||||||||||||
Number of units | 2,738,472 | 166,667 | |||||||||||||
Issuance of ordinary shares in IPO, net of issuance expense | $ | $ 20,200 | $ 10,800 | |||||||||||||
Stock issuance costs | $ | 2,900 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued | 2,720,178 | ||||||||||||||
Exercise of warrants | |||||||||||||||
Price per share | $ / shares | $ 1.75 | ||||||||||||||
Issuance of ordinary shares in the Private Placement, net of issuance expenses | $ | 10,900 | ||||||||||||||
Warrants exercised on a cashless basis | 22,501 | 9,912 | |||||||||||||
Stock issuance costs | $ | $ 1,200 | ||||||||||||||
Aggregate consideration | $ | $ 4,760 | ||||||||||||||
Private Placement [Member] | ILS [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price | ₪ / shares | ₪ 2.40 | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued | 37,500 | ||||||||||||||
Series C [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued | 478,407 | ||||||||||||||
Pre funded Units [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of ordinary shares in IPO, net of issuance expense | $ | $ 4,500 | ||||||||||||||
Pre-funded Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise of warrants | 1,024,876 | ||||||||||||||
Shares called by warrants | 24,167 | ||||||||||||||
Issuance of ordinary shares in IPO, net of issuance expense | $ | $ 7,500 | ||||||||||||||
Warrant that were exercised | 24,167 | ||||||||||||||
Proceeds warrant from the registered direct offering | $ | $ 14,500 | ||||||||||||||
Stock issuance costs | $ | 987 | ||||||||||||||
Pre-funded Warrants [Member] | RD Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share price | $ / shares | $ 22.80 | ||||||||||||||
Shares called by warrants | 209,524 | ||||||||||||||
Price per unit | $ / shares | $ 22.20 | ||||||||||||||
Exercise price | $ / shares | $ 0.60 | ||||||||||||||
Issuance of ordinary Shares in RD Offering, shares | 53,635 | ||||||||||||||
Expiry date | Aug. 11, 2023 | ||||||||||||||
Proceeds warrant from the registered direct offering | $ | $ 5,900 | ||||||||||||||
Proceeds warrant from the exercise pre-funded warrants | $ | $ 47,917 | ||||||||||||||
One-year warrants [Member] | RD Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share price | $ / shares | $ 24 | ||||||||||||||
Shares called by warrants | 112,460 | ||||||||||||||
Exercise price | $ / shares | $ 25.50 | ||||||||||||||
Expiration of warrants | 13,574 | ||||||||||||||
Warrants exercised on a cashless basis | 56,812 | ||||||||||||||
Issuance of ordinary Shares in RD Offering, shares | 112,460 | ||||||||||||||
Proceeds warrant from the registered direct offering | $ | $ 2,690 | ||||||||||||||
Five-year warrants [Member] | RD Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Share price | $ / shares | $ 13.20 | ||||||||||||||
Shares called by warrants | 142,042 | ||||||||||||||
Exercise price | $ / shares | $ 15 | ||||||||||||||
Warrant outstanding | 85,228 | ||||||||||||||
Issuance of ordinary Shares in RD Offering, shares | 189,387 | ||||||||||||||
Proceeds warrant from the registered direct offering | $ | $ 2,500 | ||||||||||||||
Anti-Dilutive Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued | 32,174 | ||||||||||||||
Warrant outstanding | 6,512 | ||||||||||||||
Anti-Dilutive Warrants [Member] | Ordinary Shares [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise of warrants | 734 | 7,724 | |||||||||||||
Long Term Incentive Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price | $ / shares | $ 82.80 | ||||||||||||||
Expiration of warrants | 378,047 | 378,047 | |||||||||||||
Long Term Incentive Warrants [Member] | Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price | $ / shares | $ 82.80 | ||||||||||||||
Credit Line Agreement Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued | 221,556 | ||||||||||||||
Expiration of warrants | 5,192 | 243 | |||||||||||||
Principal | $ | $ 12,000 | ||||||||||||||
Expiration period | 10 years | ||||||||||||||
Warrant outstanding | 7,389 | 7,389 | |||||||||||||
Underwriter Warrants [Member] | IPO [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued | 8,334 | ||||||||||||||
Exercise price | $ / shares | $ 90 | ||||||||||||||
Series A Warrants [Member] | Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants value | $ | $ 1,000 | ||||||||||||||
Exercise price | $ / shares | $ 90 | ||||||||||||||
Expiry date | Feb. 24, 2020 | ||||||||||||||
Series A Warrants [Member] | Over-Allotment Option [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Partial exercise of warrants | 6,250 | ||||||||||||||
Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Partial exercise of warrants | 12,500 | ||||||||||||||
Legal Warrants [Member] | IPO [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued | 1,250 | ||||||||||||||
Exercise price | $ / shares | $ 60.72 | ||||||||||||||
Series C Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price | $ / shares | $ 5.50 | ||||||||||||||
Pre-funded Warrants one [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of ordinary shares in IPO, net of issuance expense | $ | $ 6,500 | ||||||||||||||
Series D Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price | $ / shares | $ 2.58 |
SHARE-BASED COMPENSATION (Award
SHARE-BASED COMPENSATION (Awards) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 26, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 203,721 | 318,094 | 9,842 | |||
Compensation expense | $ 516 | $ (65) | $ 726 | |||
Options outstanding | 547,322 | 422,784 | 208,222 | 207,769 | ||
General and Administrative Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | [1] | $ 95 | $ (299) | $ 610 | ||
Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 166 | |||||
Chief Executive Officer [Member] | General and Administrative Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 5 | |||||
Certain Officers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 66 | |||||
Certain Officers [Member] | General and Administrative Expense [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 5 | |||||
June 22 [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation income | $ 587 | |||||
June 22 [Member] | Chief Executive Officer [Member] | Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 11,302 | |||||
Vesting percentage | 25.00% | |||||
May 06, 2019 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 20,814 | |||||
Fair value of options on grant date | $ 2.01 | |||||
Exercise price | $ 2.68 | |||||
Vesting period | 3 years | |||||
May 06, 2019 [Member] | Certain Officers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 10,230 | |||||
August 05, 2019 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 30,338 | |||||
Fair value of options on grant date | $ 1.48 | |||||
Exercise price | $ 2.15 | |||||
Vesting period | 3 years | |||||
August 05, 2019 [Member] | Certain Officers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 10,230 | |||||
November 04, 2019 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 22,930 | |||||
Fair value of options on grant date | $ 1.37 | |||||
Exercise price | $ 1.85 | |||||
Vesting period | 3 years | |||||
November 04, 2019 [Member] | Certain Officers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 10,230 | |||||
December 12 [Member] | Chief Executive Officer [Member] | Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 92,599 | |||||
Exercise price | $ 1.93 | |||||
Vesting period | 3 years | |||||
Vesting percentage | 33.00% | |||||
Additional vesting percentage | 8.33% | |||||
December 12 [Member] | Certain Officers [Member] | Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 37,040 | |||||
Exercise price | $ 1.93 | |||||
Vesting period | 3 years | |||||
Vesting percentage | 33.00% | |||||
Additional vesting percentage | 8.33% | |||||
Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
Fair value of options on grant date | $ 1.31 | $ 2.77 | $ 12.48 | |||
Increase in shares available for grant | 1,205,594 | |||||
Options expiring during period | 49,965 | |||||
RSUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of options on grant date | $ 1.52 | $ 3.31 | $ 1.91 | |||
Compensation cost not yet recognized | $ 544 | $ 964 | $ 633 | |||
Options outstanding | 99,530 | 109,469 | 44,473 | |||
RSU's expiring during period | 11,302 | |||||
RSUs [Member] | June 22 [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 6,146 | |||||
Compensation cost not yet recognized | $ 255 | |||||
Vesting period | 4 years | |||||
Vesting percentage | 25.00% | |||||
RSUs [Member] | June 22 [Member] | Certain Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized | $ 138 | |||||
RSUs [Member] | August 3 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 24,951 | |||||
Exercise price | $ 22.36 | |||||
Compensation expense estimation for the grant date | $ 551 | |||||
RSUs [Member] | August 3 [Member] | Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 15.00% | |||||
RSUs [Member] | August 3 [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 22.50% | |||||
RSUs [Member] | August 3 [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 22.50% | |||||
RSUs [Member] | August 3 [Member] | Share-based Compensation Award, Tranche Four [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 40.00% | |||||
RSUs [Member] | December 12 [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 39,685 | |||||
Vesting period | 3 years | |||||
Vesting percentage | 33.00% | |||||
Additional vesting percentage | 8.33% | |||||
RSUs [Member] | December 12 [Member] | Certain Officers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award granted | 15,875 | |||||
Vesting period | 3 years | |||||
Vesting percentage | 33.00% | |||||
Additional vesting percentage | 8.33% | |||||
2015 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 344,688 | |||||
Increase in shares available for grant | 870,261 | |||||
[1] | The income recorded during 2018 is mainly due to the forfeiture of the former CEO's unvested options and RSUs. |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details of share-based grants) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 203,721 | 318,094 | 9,842 |
RSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value on grant date | $ 1.52 | $ 3.31 | $ 1.91 |
February 27, 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 1,964 | ||
Expiration date | Feb. 27, 2027 | ||
Exercise price | $ 27.96 | ||
Fair value on grant date | $ 14.40 | ||
Share based expenses | $ 28 | ||
Vesting terms | 4 years | ||
February 27, 2017 [Member] | RSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 7,457 | ||
Expiration date | Feb. 27, 2027 | ||
Fair value on grant date | $ 2.20 | ||
Share based expenses | $ 197 | ||
Vesting terms | 4 years | ||
May 09, 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 1,580 | ||
Expiration date | May 9, 2027 | ||
Exercise price | $ 25.86 | ||
Fair value on grant date | $ 12.96 | ||
Share based expenses | $ 20 | ||
Vesting terms | 4 years | ||
June 22, 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 5,041 | ||
Expiration date | Jun. 22, 2027 | ||
Exercise price | $ 22.32 | ||
Fair value on grant date | $ 12.60 | ||
Share based expenses | $ 64 | ||
Vesting terms | 3 years | ||
June 22, 2017 [Member] | RSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 17,448 | ||
Expiration date | Jun. 22, 2027 | ||
Fair value on grant date | $ 1.88 | ||
Share based expenses | $ 393 | ||
Vesting terms | 4 years | ||
August 03, 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 404 | ||
Expiration date | Aug. 3, 2027 | ||
Exercise price | $ 22.36 | ||
Fair value on grant date | $ 12.36 | ||
Share based expenses | $ 5 | ||
Vesting terms | 4 years | ||
August 03, 2017 [Member] | RSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 24,951 | ||
Expiration date | Aug. 3, 2027 | ||
Fair value on grant date | $ 1.84 | ||
Share based expenses | $ 551 | ||
November 02, 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 853 | ||
Expiration date | Nov. 2, 2027 | ||
Exercise price | $ 20.76 | ||
Fair value on grant date | $ 8.16 | ||
Share based expenses | $ 7 | ||
Vesting terms | 4 years | ||
February 13, 2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 4,584 | ||
Expiration date | Feb. 13, 2028 | ||
Exercise price | $ 10.44 | ||
Fair value on grant date | $ 4.95 | ||
Share based expenses | $ 23 | ||
Vesting terms | 4 years | ||
July 30, 2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 231,819 | ||
Expiration date | Jul. 30, 2028 | ||
Exercise price | $ 3.92 | ||
Fair value on grant date | $ 2.61 | ||
Share based expenses | $ 605 | ||
Vesting terms | 3 years | ||
July 30, 2018 [Member] | RSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 79,844 | ||
Expiration date | Jul. 30, 2028 | ||
Fair value on grant date | $ 3.24 | ||
Share based expenses | $ 251 | ||
Vesting terms | 3 years | ||
September 20, 2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 37,039 | ||
Expiration date | Sep. 20, 2028 | ||
Exercise price | $ 3.92 | ||
Fair value on grant date | $ 2.96 | ||
Share based expenses | $ 110 | ||
Vesting terms | 3 years | ||
September 20, 2018 [Member] | RSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 15,875 | ||
Expiration date | Sep. 20, 2028 | ||
Fair value on grant date | $ 3.65 | ||
Share based expenses | $ 58 | ||
Vesting terms | 3 years | ||
November 01, 2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 44,450 | ||
Expiration date | Nov. 1, 2028 | ||
Exercise price | $ 3.81 | ||
Fair value on grant date | $ 3.23 | ||
Share based expenses | $ 144 | ||
Vesting terms | 3 years | ||
May 06, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 20,814 | ||
Expiration date | May 6, 2029 | ||
Exercise price | $ 2.68 | ||
Fair value on grant date | $ 2.01 | ||
Share based expenses | $ 42 | ||
Vesting terms | 3 years | ||
August 05, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 30,338 | ||
Expiration date | Aug. 5, 2029 | ||
Exercise price | $ 2.15 | ||
Fair value on grant date | $ 1.48 | ||
Share based expenses | $ 45 | ||
Vesting terms | 3 years | ||
November 04, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 22,930 | ||
Expiration date | Nov. 4, 2029 | ||
Exercise price | $ 1.85 | ||
Fair value on grant date | $ 1.37 | ||
Share based expenses | $ 31 | ||
Vesting terms | 3 years | ||
December 12, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 129,639 | ||
Expiration date | Dec. 12, 2029 | ||
Exercise price | $ 1.93 | ||
Fair value on grant date | $ 1.14 | ||
Share based expenses | $ 148 | ||
Vesting terms | 3 years | ||
December 12, 2019 [Member] | RSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
No. of awards | 55,560 | ||
Expiration date | Dec. 12, 2029 | ||
Fair value on grant date | $ 1.52 | ||
Share based expenses | $ 84 | ||
Vesting terms | 3 years |
SHARE-BASED COMPENSATION (Sched
SHARE-BASED COMPENSATION (Schedule of Parameters Used in Valuing Fair Value of Options) (Details) - Options [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Black-Scholes-Merton option-pricing model assumptions: | ||||
Expected volatility, minimum | [1] | 98.00% | 104.00% | 58.00% |
Expected volatility, maximum | [1] | 103.00% | 108.00% | 60.00% |
Risk-free rate, minimum | 1.59% | 2.67% | 1.90% | |
Risk-free rate, maximum | 2.30% | 3.15% | 2.20% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected term | 5 years 10 months 17 days | |||
Minimum [Member] | ||||
Black-Scholes-Merton option-pricing model assumptions: | ||||
Expected term | 5 years 6 months | 5 years 6 months | ||
Share price | $ 1.52 | $ 3.24 | $ 15.96 | |
Maximum [Member] | ||||
Black-Scholes-Merton option-pricing model assumptions: | ||||
Expected term | 7 years | 7 years | ||
Share price | $ 2.52 | $ 9.07 | $ 26.40 | |
[1] | In the years ended December 31, 2019 and 2018, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. In the year ended December 31, 2017, due to lack of history of trading, expected volatility was calculated based on certain peer companies that the Company considered to be comparable. |
SHARE-BASED COMPENSATION (Compe
SHARE-BASED COMPENSATION (Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | $ 516 | $ (65) | $ 726 | |
Research and development, net [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | 421 | 234 | 116 | |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | [1] | $ 95 | $ (299) | $ 610 |
[1] | The income recorded during 2018 is mainly due to the forfeiture of the former CEO's unvested options and RSUs. |
SHARE-BASED COMPENSATION (Optio
SHARE-BASED COMPENSATION (Option Activity) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Number of options | ||||
Outstanding at the beginning of the year | 422,784 | 208,222 | 207,769 | |
Granted | 203,721 | 318,094 | 9,842 | |
Forfeited | (79,183) | (103,532) | (9,389) | |
Outstanding at the end of the year | 547,322 | 422,784 | 208,222 | |
Exercisable at the end of the year | 194,291 | 101,040 | 134,550 | |
Weighted average of exercise price | ||||
Outstanding at the beginning of the year | $ 15.54 | $ 46.32 | $ 47.04 | |
Granted | 2.03 | 4 | 23.88 | |
Forfeited | 12.17 | 45.88 | 39.24 | |
Outstanding at the end of the year | 10.24 | 15.54 | 46.32 | |
Exercisable at the end of the year | $ 23.36 | $ 46.18 | $ 48 | |
Weighted average remaining contractual life | ||||
Outstanding at the beginning of the year | 8 years 7 months 6 days | 7 years 1 month 9 days | 7 years 4 months 20 days | |
Outstanding at the end of the year | 8 years 3 months 19 days | 8 years 7 months 6 days | 7 years 1 month 9 days | |
Exercisable at the end of the year | 6 years 5 months 23 days | 4 years 7 months 10 days | 5 years 11 months 26 days | |
Aggregate intrinsic value | ||||
Outstanding at the beginning of the year | [1] | |||
Outstanding at the end of the year | [1] | |||
Exercisable at the end of the year | [1] | |||
RSUs [Member] | ||||
Number of options | ||||
Outstanding at the beginning of the year | 109,469 | 44,473 | ||
RSUs granted | 55,560 | 95,719 | 49,856 | |
RSUs vested | (35,124) | (4,818) | (1,033) | |
RSUs forfeited | (30,375) | (25,905) | (4,350) | |
Outstanding at the end of the year | 99,530 | 109,469 | 44,473 | |
[1] | All the outstanding options, except options at an exercise price of par value, are out of the money. |
RESEARCH AND DEVELOPMENT EXPE_3
RESEARCH AND DEVELOPMENT EXPENSES, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Research and Development Expenses [Line Items] | |||
Salaries and related expenses | $ 1,506 | $ 1,839 | $ 1,395 |
Share-based compensation | 516 | (65) | 726 |
Depreciation | 17 | 10 | 10 |
Others | 1,092 | 899 | 574 |
Total research and development expenses, net | 10,474 | 7,618 | 6,837 |
Research and development, net [Member] | |||
Research and Development Expenses [Line Items] | |||
Salaries and related expenses | 5,316 | 4,410 | 4,656 |
Share-based compensation | 421 | 234 | 116 |
Materials | 1,944 | 1,508 | 614 |
Subcontractors and consultants | 764 | 311 | 456 |
Depreciation | 98 | 138 | 147 |
Cost for registration of patents | 132 | 126 | 157 |
Others | 1,889 | 1,099 | 893 |
Research and development | 10,564 | 7,826 | 7,039 |
Less participation of the IIA and BIRD Foundation | (90) | (208) | (202) |
Total research and development expenses, net | $ 10,474 | $ 7,618 | $ 6,837 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
General and Administrative Expense [Abstract] | |||
Salaries and related expenses | $ 1,506 | $ 1,839 | $ 1,395 |
Share-based compensation, net | 95 | (299) | 610 |
Professional services | 705 | 833 | 414 |
Office rent and maintenance | 180 | 163 | 161 |
Depreciation | 17 | 10 | 10 |
Others | 1,092 | 899 | 574 |
Total general and administrative expenses | $ 3,595 | $ 3,445 | $ 3,164 |
FINANCE INCOME (EXPENSES), NE_2
FINANCE INCOME (EXPENSES), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |||
Interest income on short-term deposits and other | $ 245 | $ 243 | $ 66 |
Bank fees and interest expenses | (8) | (7) | (7) |
Changes in provision for royalties | 3 | 255 | 82 |
Exchange rate differences | (18) | (27) | 95 |
Changes in derivatives fair value | 11 | 9 | |
Total financing income, net | $ 233 | $ 473 | $ 236 |
LOSS PER SHARE (Schedule of Los
LOSS PER SHARE (Schedule of Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic and diluted net loss per ordinary share: | |||
Net loss | $ 13,836 | $ 10,589 | $ 9,771 |
Shares used in computing net loss per ordinary share, basic and diluted | 7,986,059 | 4,058,005 | 1,454,511 |
Net loss per ordinary share, basic and diluted | $ 1.73 | $ 2.61 | $ 6.72 |
LOSS PER SHARE (Schedule of Ant
LOSS PER SHARE (Schedule of Anti-Dilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant and Share Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive instruments | 6,307,448 | 3,457,031 | 913,857 |
RELATED PARTIES (Transactions w
RELATED PARTIES (Transactions with Related Parties) (Details) | 12 Months Ended | ||||||||
Dec. 31, 2019USD ($) | Dec. 31, 2019ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015ILS (₪) | Dec. 31, 2013USD ($) | Dec. 31, 2013ILS (₪) | ||
Related Party Transaction [Line Items] | |||||||||
Transactions with related parties | $ 54,000 | $ 47,000 | $ 58,000 | ||||||
Consulting fees, including share-based compensation and reimbursement of expenses [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Transactions with related parties | [1] | 54,000 | 47,000 | 57,000 | |||||
Key man life insurance premium [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Transactions with related parties | 1,000 | ||||||||
Sigalit Kimchy [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly retainer | $ 4,000 | $ 3,000 | |||||||
Monthly Salary | 3,000 | ||||||||
Gross Overtime monthly rate | 1,000 | ||||||||
Maximum aggregate monthly salary | 4,000 | ||||||||
Sigalit Kimchy [Member] | ILS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly retainer | ₪ | ₪ 14,000 | ₪ 10,000 | |||||||
Monthly Salary | ₪ | ₪ 11,200 | ||||||||
Gross Overtime monthly rate | ₪ | 2,800 | ||||||||
Maximum aggregate monthly salary | ₪ | ₪ 14,000 | ||||||||
Non-Executive Directors [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Transactions with related parties | 446,000 | 453,000 | 453,000 | ||||||
Non-Executive Directors [Member] | Fees and Reimbursement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Transactions with related parties | 323,000 | 340,000 | 274,000 | ||||||
Non-Executive Directors [Member] | Share-Based Compensation [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Transactions with related parties | $ 123,000 | $ 113,000 | $ 179,000 | ||||||
[1] | On July 1, 2005, the Company entered into an agreement with Hadar Kimchy according to which Hadar Kimchy provided marketing communication and graphical design services to the Company in consideration for a monthly fee of approximately NIS 10 ($3). On August 1, 2014, the monthly fee was increased to approximately NIS 14 ($4). Such services were provided to the Company by Sigalit Kimchy, who is employed by Hadar Kimchy. On April 4, 2016, the agreement was terminated. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Dec. 19, 2019 | Dec. 31, 2018 |
Aggregate consideration | $ 5,407 | $ 3,456 | |
Shares issued | 8,272,908 | 5,330,684 | |
Private Placement [Member] | |||
Aggregate consideration | $ 4,760 | ||
Purchase price | $ 1.75 | ||
Shares issued | 2,720,178 |