Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | AIT Therapeutics, Inc. | |
Entity Central Index Key | 1,641,631 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,290,664 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 7,141 | $ 7 |
Other accounts receivables and prepaid expenses | 177 | 78 |
Total current assets | 7,318 | 85 |
NON-CURRENT ASSETS: | ||
Deferred private placement costs | 90 | |
Property and equipment, net | 80 | 61 |
Total non-current assets | 80 | 151 |
TOTAL ASSETS | 7,398 | 236 |
CURRENT LIABILITIES: | ||
Bank Loan | 27 | 39 |
Trade payables | 548 | 528 |
Other accounts payable | 857 | 1,093 |
Loans from related parties and others | 208 | 379 |
Total current liabilities | 1,640 | 2,039 |
NON-CURRENT LIABILITIES: | ||
Convertible notes | 2,895 | |
Liability related to warrants | 4,886 | |
Total non-current liabilities | 4,886 | 2,895 |
TOTAL LIABILITIES | 6,526 | 4,934 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Common Stock, $0.0001 par value per share - 100,000,000 and 11,665,085 shares authorized at March 31, 2017 (unaudited) and December 31, 2016 respectively; 6,290,663 and 2,207,449 shares issued and outstanding shares at March 31, 2017 (unaudited) and December 31, 2016, respectively | 1 | 1 |
Convertible Preferred A shares, $0.0001 par value per share - 10,000,000 shares authorized at March 31, 2017 (unaudited) and December 31, 2016; none issued and outstanding shares at March 31, 2017 (unaudited) and December 31, 2016 | ||
Treasury shares | (25) | |
Additional paid-in capital | 20,752 | 8,874 |
Deficit accumulated | (19,856) | (13,573) |
Total shareholders' equity (deficiency) | 872 | (4,698) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $ 7,398 | $ 236 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Ordinary Shares, par value per share | $ 0.0001 | $ 0.0001 |
Ordinary Shares, authorized | 100,000,000 | 11,665,085 |
Ordinary Shares, issued | 6,290,663 | 2,207,449 |
Ordinary Shares, outstanding | 6,290,663 | 2,207,449 |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
STATEMENTS OF CONSOLIDATED COMP
STATEMENTS OF CONSOLIDATED COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses: | ||
Research and development expenses | $ 1,439 | $ 224 |
General and administrative expenses | 2,121 | 274 |
Costs related to aborted IPO | 425 | |
Operating loss | 3,560 | 923 |
Financial expense, net | 2,717 | 339 |
Loss before taxes on income | 6,277 | 1,262 |
Tax on income | 6 | 11 |
Net comprehensive loss | $ 6,283 | $ 1,273 |
Net basic and diluted loss per share | $ 1.12 | $ 0.58 |
Weighted average number of shares of Common Stock used in computing basic and diluted net loss per share | 5,617,762 | 2,207,449 |
STATEMENTS OF CHANGES IN CONSOL
STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional paid-in capital [Member] | Accumulated Deficit [Member] | Total | |
Balance at Dec. 31, 2015 | $ 1 | $ 8,028 | $ (9,853) | $ (1,824) | ||
Balance, shares at Dec. 31, 2015 | 2,207,449 | |||||
Modification of Consultants' warrants to purchase Common Stock | 94 | 94 | ||||
Waiver of salary by AIT's CEO | 304 | 304 | ||||
Stock-based compensation related to options granted to employees and non-employees | 243 | 243 | ||||
Stock-based compensation related to RSU's granted to Board of Directors' member | 28 | 28 | ||||
Beneficial conversion feature in respect to Convertible Notes | 177 | 177 | ||||
Net loss | (3,720) | (3,720) | ||||
Balance at Dec. 31, 2016 | $ 1 | 8,874 | (13,573) | (4,698) | ||
Balance, shares at Dec. 31, 2016 | 2,207,449 | |||||
Shares issued with respect to reverse merger of AITT Inc. | [1] | (295) | (295) | |||
Shares issued with respect to reverse merger of AITT Inc., shares | 103,200 | |||||
Treasury shares | (25) | (25) | ||||
Treasury shares, shares | (90,000) | |||||
Stock-based compensation related to options granted to employees and non-employees | 65 | 65 | ||||
Stock-based compensation related to RSU's granted to Board of Directors' member | [1] | 4 | 4 | |||
Stock-based compensation related to RSU's granted to Board of Directors' member, shares | 3,927 | |||||
Issuance of restricted shares to members of the Board of Directors | [1] | 1,329 | 1,329 | |||
Issuance of restricted shares to members of the Board of Directors, shares | 856,909 | |||||
Issuance of warrants to service provider | 480 | 480 | ||||
Issuance of Common Stock, net of issuance costs | [1] | 6,322 | 6,322 | |||
Issuance of Common Stock, net of issuance costs, shares | 1,812,110 | |||||
Conversion of Convertible Notes into Common Stock upon the merger | [1] | 3,973 | 3,973 | |||
Conversion of Convertible Notes into Common Stock upon the merger, shares | 1,397,068 | |||||
Net loss | (6,283) | (6,283) | ||||
Balance at Mar. 31, 2017 | $ 1 | $ (25) | $ 20,752 | $ (19,856) | $ 872 | |
Balance, shares at Mar. 31, 2017 | 6,290,663 | |||||
[1] | Represents an amount lower than $1 |
STATEMENTS OF CONSOLIDATED CASH
STATEMENTS OF CONSOLIDATED CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (6,283) | $ (1,273) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6 | 6 |
Stock-based compensation, warrants, RS and RSU's | 1,877 | 188 |
Issuance of Common Stock to finder upon the conversion of Convertible Notes | 18 | |
Amortization of beneficial conversion feature and debts issuance costs in the Convertible Notes | 1,046 | 242 |
Issuance cost related to warrants to investors and placement agent | 457 | |
Issuance of additional warrants granted to investors | 2,434 | |
Revaluation of warrants to purchase Common Stock | (1,308) | |
Imputed interest on convertible notes, loans from related parties and bank loan | 30 | 71 |
Change in: | ||
Receivables and prepaid expenses | (99) | 6 |
Trade payables | 20 | 102 |
Other accounts payable | (410) | 116 |
Deferred IPO costs that was aborted | 352 | |
Net cash used in operating activities | (2,212) | (190) |
Cash flows from investing activities | ||
Purchase of property and equipment | (25) | |
Purchase price that has been paid upon the reverse merger | (295) | |
Net cash used in investing activities | (320) | |
Cash flows from financing activities | ||
Proceeds from loan from related parties and others | 57 | |
Maturity of loan from related parties and others | (241) | |
Proceeds from issuance of Convertible Note | 41 | |
Proceeds from bank loan | 204 | |
Repayment of bank loan | (14) | (154) |
Proceeds from issuance of units consist of Common Stock and warrants, net of issuance costs | 9,889 | |
Treasury shares | (25) | |
Net cash provided by financing activities | 9,666 | 91 |
Change in cash and cash equivalents | 7,134 | (99) |
Cash and cash equivalents at the beginning of the period | 7 | 129 |
Cash and cash equivalents at the end of the period | 7,141 | 30 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of Convertible Notes into Common Stock | $ 3,955 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. AIT Therapeutics, Inc. ("AITT" or the "Company") was incorporated on April 24, 2015 as KokiCare, Inc. under the laws of the State of Delaware. On January 9, 2017, the name of the Company was changed to AIT Therapeutics, Inc. Advanced Inhalation Therapies (AIT) Ltd. ("AIT") was incorporated in Israel on May 1, 2011 and commenced its operations in May, 2012. AIT is an emerging Israeli drug development company focusing on the development and commercialization of nitric oxide formulations for the treatment of respiratory infections and diseases. The AIT pipeline includes therapies intended to treat respiratory infections in acute and chronic diseases, such as bronchiolitis (RSV), cystic fibrosis (CF) and NTM in CF patients. On August 29, 2014, AIT established a wholly-owned subsidiary, Advanced Inhalation Therapies (AIT) Inc. ("Inc."), a Delaware corporation. Its principal business activity is to provide executive management and administrative support functions to AIT. b. Reverse merger: On December 29, 2016, KokiCare Inc. entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”), together with Red Maple Ltd., a wholly owned subsidiary of KokiCare Inc., ("Merger Sub"), and AIT. The Merger Agreement provided for (i) the merger of Merger Sub with and into AIT pursuant to the laws of the State of Israel (the "Israeli Merger"), and (ii) the conversion of the ordinary shares and other outstanding securities of AIT into the right to receive shares and other applicable securities of AITT, with AIT surviving as a wholly owned subsidiary of AITT (the "Merger"). The Israeli Merger became effective on December 29, 2016 and the Merger closed on January 13, 2017 (the "Closing"). Prior to consummation of the Merger, effective as of January 9, 2017: 1. The Company received a $320 cash purchase price (the "Purchase Price") from AIT and used the cash purchase price to (i) pay off all the liabilities of the Company as of the Closing of the Merger, (ii) issued a cash dividend of $2.50 per share to its stockholders as of immediately prior to the closing of the Merger, and (iii) acquire 90,000 (on a post-reverse stock split basis) shares of its common stock, par value $0.0001 per share (“Common Stock”) from the Company’s prior sole officer and director, for $25. 2. KokiCare Inc. adopted its Amended and Restated Certificate of Incorporation ("COI") to (i) change its name from "KokiCare Inc." to "AIT Therapeutics Inc.", (ii) increase its capitalization to provide for the issuance of up to 100,000,000 shares of its Common Stock and up to 10,000,000 shares of Preferred Stock, par value $0.0001 per share; and (iii) effect a one-for-100 reverse stock split of the Common Stock. In connection with the closing of the Merger, all outstanding ordinary shares, warrants and options of AIT were converted into the rights to receive shares of AITT's Common Stock, warrants and stock options, respectively, at a ratio of 1:1. On December 31, 2016, Kokicare's Common Stock was quoted on the OTC Markets under the symbol "KKIC". After the Merger, AITT's Common Stock symbol on OTC Markets changed to "AITB". The Merger was accounted for as a reverse recapitalization which is outside the scope ASC 805, "Business Combinations". Under reverse capitalization accounting, AIT is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. Consequently, the interim consolidated financial statements of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization at the equity of the accounting acquirer. These interim consolidated financial statements include the accounts of the Company since the effective date of the reverse capitalization and the accounts of AIT since inception. c. Since its inception, the Company has devoted substantially most of its effort to business planning, research and development. The Company has incurred a net loss and had negative cash flow from operating activities of $6,283 and $2,212, respectively, for the three month period ended March 31, 2017, and had an accumulated deficit of $19,856 as of March 31, 2017. These conditions among others raise substantial doubts about the Company's ability to continue as a going concern. The Company's ability to continue to operate is dependent upon raising additional funds to finance its activities. There are no assurances, however, that the Company will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of its products. The consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES a. The significant accounting policies applied in the annual consolidated financial statements of AIT as of December 31, 2016 are b. Warrants to purchase Common Stock: The Company accounted for warrants to purchase shares of its Common Stock held by investors which include down round protection provisions as a liability according to the provisions of ASC 815-40, "Derivatives and Hedging Contracts in Entity's Own Equity" ("ASC 815"). The Company measures the warrants at fair value by using the Black-Scholes model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company's statement of comprehensive loss as financial expense (income), net. c. Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company as treasury stock, until such shares are retired and removed from the account. d. Impact of recently issued accounting pronouncements: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The update simplifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows and forfeiture rate calculation. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016 for public entities. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted however all of the guidance must be adopted in the same period. The Company adopted ASU 2016-09 in the current interim consolidated financial statements using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. There wasn’t a material impact of the Company's interim consolidated financial statements of As a result of this adoption. |
UNAUDITED INTERIM CONSOLIDATED
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | NOTE 3:- UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. |
BANK LOAN
BANK LOAN | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
BANK LOAN | NOTE 4:- BANK LOAN On September 15, 2016, AIT entered into loan agreement with a commercial bank for a loan in an aggregate principal amount of $52 with imputed interest in an average rate of 5.1% with monthly payments over 12 installments. As of March 31, 2017, principal and accrued interest outstanding under this loan aggregated $27. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5:- CONVERTIBLE NOTES Starting December 2013 and until December 31, 2016, AIT entered into Convertible Notes Agreements ("Agreement") and received an aggregate amount of $3,342 ("Convertible Notes"), of which $892 was from related parties as of December 31, 2016 (see also Note 9d). With respect to the Convertible Notes, AIT applied ASC 470, "Debt with Conversion and Other Options" ("ASC 470"), pursuant to which AIT recognized and measured the Beneficial Conversion Feature ("BCF") in the Convertible Notes at the commitment date by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature is calculated on the commitment date using the effective conversion price. The discount resulting from the BCF is amortized over the life of the Convertible Notes through financial expenses unless mandatorily converted earlier. In September and October 2016, the Convertible Notes' terms were modified such that subject to and effective to immediately upon the consummation of transaction whereby AIT’s ordinary shares shall become quoted on the OTC market, the holders of the Convertible Notes elected to convert the Convertible Notes and the outstanding accrued interest to 1,397,068 Ordinary Shares of AIT. Following the conversion, the holders no longer have any rights or claims under the Agreement. AIT accounted for this amendment as modification according to ASC 470-50 "Modifications and Extinguishments". The Convertible Notes balance consists of the following: March 31, December 31, 2017 2016 Unaudited Opening balance $ 2,895 $ 1,552 Receipt of Convertible Notes - 184 BCF in respect of Convertible Notes - (177 ) Amortization of BCF 1,031 1,034 Amortization of debts issuance costs 15 16 Imputed interest 14 286 Conversion of Convertible Notes into Common Stock (3,955 ) - $ - $ 2,895 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 6:- FAIR VALUE MEASUREMENT On January 13, 2017, upon the closing of the Merger (see also Note 1b) all Convertible Notes and the accrued interest were converted of the Company, ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value. Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company accounted for the warrants issued to investors which included, among others, down round protection provisions as a non-current liability according to provisions of ASC 815-40, "Derivatives and Hedging - Contracts in Entity`s Own Equity", ("ASC 815"). The Company will measure the warrants at fair value in each reporting period until they are exercised or expired, with changes in the fair value being recognized in the Company`s statement of comprehensive loss as financial income or expense, as appropriate. The warrants are classified as level 3 (See also Note 8c1). The Company used the following assumptions to estimate the Investors' and warrants: March 31, February 17, January 13, 2017 2017 2017 Unaudited Risk-free interest rate (1) 1.93 % 1.87 % 1.89 % Expected volatility (2) 75.2 % 75.2 % 75.2 % Expected life (in years) (3) 5-4.75 5.00 5.00 Dividend yield (4) 0 % 0 % 0 % Fair value per warrant $ 1.39-1.34 $ 1.43 $ 2.02 (1) Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility - was calculated based on actual historical stock price movements of comparable companies in the same industry over a term that is equivalent to the expected term of the option. (3) Expected life - the expected life was based on the expiration date of the warrants. (4) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. The changes in Level 3 liabilities associated with the warrants that were issued to investors are measured at fair value on a recurring basis. The following tabular presentation reflects the components of the liability associated with such warrants as of March 31, 2017 (unaudited): Fair value Unaudited Balance at January 1, 2017 $ - Fair value of warrants granted to investors and placement agent 3,760 Fair value of additional warrants granted to investors 2,434 Revaluation of warrants to purchase Common Stock (1,308 ) Balance at March 31, 2017 (unaudited) $ 4,886 As of March 31, 2017, none of the warrants granted have been exercised. In addition, the Company’s financial instruments also include cash and cash equivalents, other accounts receivable, trade payables and other accounts payables. As of March 31, 2017, the fair value of these financial instruments was not materially different from their carrying values due to the short-term maturities of such instruments. |
CONTINGENT LIABILITIES AND COMM
CONTINGENT LIABILITIES AND COMMITMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES AND COMMITMENTS | NOTE 7:- CONTINGENT LIABILITIES AND COMMITMENTS a. On October 22, 2013, AIT entered into a patent license agreement with a third party, pursuant to which AIT agreed pay to the third party a non-refundable upfront fee of $150 and is obligated to pay 5% royalties of any licensed product revenues, but at least $50 per annum during the royalty period. As of March 31, 2017, AIT did not record any revenues and therefore no royalties were paid or accrued. b. On March 4, 2015, AIT entered into an agreement with a gas supplier pursuant to which AIT granted the supplier exclusivity in the US market in exchange for gas supply for clinical studies for Bronchiolitis. c. In August 2015, AIT entered into an Option Agreement (the "Option Agreement") with a third party whereby AIT acquired on September 7, 2016 for $25 the Option to purchase certain intellectual property assets and rights (the "Option"). According to the Option Agreement, the Option was originally exercisable for a period of six months, starting August 2015 (which was extended in 2016 for a period which ended January 2017). AIT exercised the Option in January 2017 and paid an exercise price of $500. Additionally, AIT is required to make certain one-time development and sales milestone payments to the third party, starting from the date on which AIT receives regulatory approval for the commercial sale of its first product candidate. In addition, immediately prior to the Merger, on January 13, 2017, AIT issued to the third party a warrant to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.8 for each share. This warrant was exchanged for a warrant to acquire shares of the Common Stock upon consummation of the Merger. The warrant is exercisable, in whole or in part, until the seventh anniversary as of the date of grant of the warrant. During the three months period ended March 31, 2017, AIT recorded research and development expenses of $480 in respect to such warrant (see also Note 8j2). |
STOCKHOLDERS' EQUITY (DEFICIENC
STOCKHOLDERS' EQUITY (DEFICIENCY) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY (DEFICIENCY) | NOTE 8:- STOCKHOLDERS' EQUITY (DEFICIENCY) a. Share capital: The Common stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company. b. Effective December 29, 2016, the Company's Board of Directors and the stockholders approved a reverse stock split of the outstanding Common Stock, at the ratio of 100 for 1. For accounting purposes, all Common Stock, warrants to purchase Common Stock and options to purchase Common Stock and loss per share amounts have been adjusted to give retroactive effect to this reverse share split for all periods presented in these consolidated financial statements. Any fractional shares resulting from the reverse share split will be rounded up to the nearest whole share. c. Issuance of Common Stock: 1. In December 2016, AIT entered into a Securities Purchase and Registration Rights Agreement (the "SPA") pursuant to which AIT agreed to issue and sell purchased units in the minimum aggregate amount of $10,000 and up to maximum aggregate amount of $25,000. Each purchased unit (each a “Unit”) comprised one Ordinary Share, NIS 0.01 par value per share, and one five-year warrant to purchase one Ordinary share at an exercise price of $6.9 per share but eligible to be exercised on cashless basis in the sole discretion of the holder. Each Unit sold at a price of $6. The exercise price and the number of warrants are subject to non-standard anti-dilution protections clauses and therefore are accounted as non-current liability in the books. Immediately prior to the Closing of the Merger, AIT received gross proceeds of approximately $10,210 ("Total Purchase Price") from new and existing investors ("Investors") (including $1,170 from certain principal shareholders, member of Board of Directors and AIT's chief executive officer) under the SPA by issuance of an aggregate 1,701,616 purchased Units. Direct and incremental costs related to the aforesaid SPA amounted to $1,049 ($931 out of which have been paid as of March 31, 2017). Such costs have been allocated between the Ordinary Shares and the issued Warrants. Under the SPA, AIT was obligated to file, as soon as reasonably practicable, but in no event later than the 45th day following January 13, 2017 which was February 27, 2017 (the "Filing Deadline"), with the SEC, a registration statement on Form S-1, the ("Registration Statement"), providing for the resale from time to time by the Investors of any and all registrable securities. The registration statement was filed on February 27, 2017. In addition, AIT agreed to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable following such filing, but in no event later than the earlier of the 90th day following the date on which the Registration Statement is initially filed with the SEC and the fifth day following the date on which AIT is notified by the SEC that the Registration Statement will not be reviewed or will not be subject to further review (such earlier date, the "Effectiveness Deadline"). As of the issuance of these interim consolidated financial statements, the Registration Statement has not yet been declared effective by the SEC. In addition, based on the terms of the SPA, because the issuance of Units by AIT, together with issuances of Units by the Company following the Merger, failed to raise aggregate gross proceeds of at least $15,000, the Company issued an additional 1,701,616 warrants to the Investors. Consequently, AIT recorded additional finance expenses amounted to $2,434. 2. Following the aforementioned SPA in Note 8c1, in March 2017, the Company raised additional gross funds amounted to approximately $663 from new investors by issuance of an aggregate of 110,494 purchased units, each of which comprised one share of Common Stock and a warrant to acquire two shares of Common Stock at an exercise price of $6.9 per share. Direct and incremental costs related to such investment round amounted to $199 ($144 out of which have been paid as of March 31, 2017). In addition, the Company incurred additional costs amounted to $15 with respect to warrants that the Company is obligated to issue to the placement agent. These costs were allocated between the Common Stock and the issued Warrants. 3. Following to Note 5, on January 13, 2017, all AIT's outstanding Convertible Notes and the accrued interest amounted to $3,955 were converted into 1,390,595 shares of Common Stock. In addition, AIT issued 6,473 Ordinary Shares as a finders’ fee upon the aforesaid conversion of the Convertible Notes. Consequently, the Company recorded finance expenses amounted to $18. d. Treasury shares: Following to Note 1c1, the Company acquired 90,000 (on a post-reverse stock split basis) shares of its Common Stock from the Company’s prior sole officer and director, for $25. e. Stock options granted to employees: In September and December 2013, AIT authorized through its 2013 Incentive Option Plan (the "2013 Plan"), the grant of options and Restricted Share Units ("RSU's") to officers, directors, advisors, management and other key employees. The options granted have generally between 2 to 4 years vesting terms and expire 10 years after the grant date. Certain options will be accelerated upon fulfillment of certain conditions. The Company assumed the 2013 plan upon consummation of the Merger. A summary of the Company’s options activity for employees and directors under the 2013 Plan is as follows: Three months period ended March 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of period 134,693 $ 3.31 8.99 Granted 150,000 6.0 Forfeited (5,481 ) 4.44 Options outstanding at end of period 279,212 $ 4.73 8.86 Options exercisable at end of period 103,430 $ 2.71 7.40 As of March 31, 2017, the aggregated intrinsic value of outstanding and exercisable options is $206. The aggregate intrinsic value represents the total intrinsic value (the difference between the deemed fair value of the Common Stock on the last day of first quarter of 2017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2017. This amount is impacted by the changes in the fair market value of the Company's shares of Common Stock. f. Options granted to non-employees: AIT granted options to certain non-employees under the Company’s 2013 Plan and accounted for these options in accordance with ASC 505-50. The outstanding options granted to non-employees are as follows: Grant date Number of options Exercise price Expiration date September 8, 2013 17,080 $ 4.01 September 8, 2023 September 8, 2013 2,340 $ *)- September 8, 2023 December 29, 2013 3,511 $ 4.01 December 29, 2023 April 8, 2014 9,158 $ *)- April 8, 2024 July 24, 2014 2,492 $ 5.46 July 24, 2024 March 1, 2015 57,779 $ 5.46 March 1, 2025 October 20, 2015 12,456 $ *)- October 20, 2025 December 1, 2015 11,210 $ 5.46 December 1, 2025 November 8, 2016 9,601 $ 0.01 November 8, 2026 125,627 *) Represents an amount lower than $1. g. Stock-based compensation: The Stock-based compensation expense recognized in the consolidated financial statements for services received from employees, directors and non-employees is shown in the following table: Three months ended March 31, 2017 2016 Unaudited Research and development $ 21 $ 63 General and administrative expenses 44 23 $ 65 $ 86 Total weighted average grant date fair value of options grant in the three months periods ended March 31, 2017 was $1.67. As of March 31, 2017, the total unrecognized estimated compensation cost related to non-vested stock options granted to employees, directors and non-employees is $310, which is expected to be recognized over a weighted average period of approximately 2 years. h. Issuance of RSU's: On August 31, 2015, AIT's Board of Directors approved grant of 11,781 RSU's to one of the Board of Directors' members with a vesting schedule of three years from September 3, 2015. As of March 31, 2017, 3,927 Common Stock of AIT have been issued upon vesting of equivalent amount of RSU's. In addition, during the three months periods ended March 31, 2017 and 2016, expenses amounted to $4 and $8 have been recognized in the general and administrative expenses, respectively. i. Issuance of Restricted Shares ("RS"): 1. On January 13, 2017, AIT issued 492,624 restricted shares of AIT to one of the directors of the Company, which will vest based on agreed terms. For the three months period ended March 31, 2017, the Company recorded general and administrative expenses of $544 in connection with the above grant. 2. On June 24, 2016, AIT entered into agreement with a certain individual to serve as AIT's member of the Board of Directors pursuant to which, among the others, AIT agreed to pay as compensation and benefits upon consummation of Financing Round in the United States (“Financing Round”) (i) an annual retainer of $40 to be paid on equal monthly installments; (ii) one-time bonus amounted to $150 with 30 days from completion of the Financing Round ("One-Time Bonus") and (iii) restricted stock equal to 3% of all issued and outstanding fully diluted shares of AIT after the completion of the Financing Round (including any green shoe or similar) with vesting schedule of 33.33% of such shares to be vested immediately upon the completion of a Financing Round, 33.33% of such shares to be vested after 6 month anniversary of the completion of a Financing Round and the remaining 33.33% of such shares after 12 month anniversary of the completion of a Financing Round. Upon closing change of control transaction, as defined in the agreement, the unvested options shall be accelerated and vested immediately. This agreement has a three-year term, subject to earlier termination as defined in the agreement. During the three months period ended March 31, 2017, the One-Time Bonus has been paid and AIT issued 364,286 RS and recorded general and administrative expenses amounted to $785 respectively. j. Warrants: 1. On October 3, 2013 ("Grant Date"), AIT granted warrants to a strategic adviser to purchase 85,474 ordinary shares of AIT with an exercise price of $8.19. Such warrant was fully vested on the Grant Date and eligible for exercise during a period of three years commencing as of the issuance of the warrants and ending on the third annual anniversary of the Grant Date ("Exercise Period"). In addition, the warrant will be expired in the event of an IPO or an acquisition of AIT unless it was already converted. In January 2016, AIT's Board of Directors approved the extension of the Exercise Period by replacing the aforementioned original warrant with a new warrant exercisable until December 31, 2017 or until the fifth anniversary of the Grant Date if event of IPO was occurred until December 31, 2016. As of March 31, 2017 these warrant were not exercised. AIT accounted for the extension of the Exercise Period pursuant to ASC 718 as a modification. Accordingly, additional compensation of $94 was calculated as the fair value of the modified award in excess of the fair value of the original award measured immediately before its terms have been modified based on current circumstances and recorded incremental fair value as an immediate compensation expense in the general and administrative expenses in the statements of comprehensive loss during the three months period ended March 31, 2016. 2. Following to Note 7c, as of January 13, 2017, AIT accounted the warrants granted and held by third party pursuant to ASC 505-50 and measured the warrants at fair value according to the Black-Scholes model was approximately $480. Such amount was fully recognized during the three months period ended March 31, 2017 based on the vesting schedule of the warrants. The value of the warrant is based on the following assumptions: share price of $3.98, exercise price of $4.8, expected dividend rate of 0%, expected standard deviation of 75.23%, risk-free interest rates of 2.20% and expected life until exercise of 7 years. 3. On February 20, 2017, AIT's Board of Directors approved the extension of the exercise period of options that have been granted to one of the Company’s officers by additional nine months from three months to one year from the termination date. AIT accounted for such extension pursuant to ASC 718 as a modification. Accordingly, additional compensation of $13 was calculated as the fair value of the modified award in excess of the fair value of the original award measured immediately before its terms have been modified based on current circumstances and recorded incremental fair value as an immediate compensation expense. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 9:- RELATED PARTY BALANCES AND TRANSACTIONS Balances with related parties: March 31, December 31, 2017 2016 Unaudited Convertible Notes (d) $ - $ 892 Other accounts payable (b), (c) $ 43 $ 65 Loan from related parties (a) $ 105 $ 379 Additional paid in capital (e) $ 304 $ 304 Related parties' expenses: Three months ended March 31, 2017 2016 Unaudited Amounts charged to: General and administrative expenses (e), (f) $ 100 $ 196 Research and Development expenses (b), (c) $ 15 $ 82 Financial expense (a), (d) $ 13 $ 35 a. On February 10, 2014, AIT signed a loan agreement with one of its stockholders for a total amount of $22. The loan bears an interest of 4% per annum. In 2016 and 2017, AIT entered into loan agreement with existing stockholders pursuant to which AIT received amount of $340 and $57 ("Loan"), respectively, which bears an interest rate of 16% per annum and shall be fully repaid in 12 months from the date it was funded. In case that full payment of the Loan at any time within 90 days of the funding, a minimum interest rate of 4% of the Loan shall be paid along with the Loan principal. During the three months period ended March 31, 2017, AIT repaid portion of the loan amounted to $241 to certain of its stockholders. In addition, AIT recorded expenses regarding all aforesaid loans in the amounts of $13. On January 13, 2017, upon the closing of the Merger (see also Note 1b), the holding of certain of the above stockholders have been diluted, and they are no longer considered related parties as of March 31, 2017. b. On September 9, 2012, AIT signed a consultancy agreement (which was amended at November 8, 2012) with one of its stockholders. As of March 31, 2017 the consultant is not considered as related parties. c. On December 15, 2012, AIT signed a consultancy agreement (which was amended at October 21, 2014) with one of its stockholders. For the three months periods ended March 31, 2017 and 2016, AIT recorded expenses in the amount of $15 and $23, respectively. d. Commencing December 2013, AIT signed a certain convertible note agreements of which consideration of $892 was with related parties as of December 31, 2016 (see also Note 5). The Convertible notes bear an interest rate of 8% per annum compounded annually. Upon the closing of the Merger (see also Note 1b), all AIT's outstanding Convertible Notes were converted into 1,397,068 Common Stock. For the three months periods ended March 31, 2017 and 2016, AIT recorded finance expenses in the amounts of $13 and $3, respectively. e. On September 17, 2015, AIT entered into an employment agreement with AIT's Chief Executive Officer ("CEO"), effective as of January 1, 2016. Under the agreement, the CEO was entitled to a base salary of approximately $16 per month. In addition, the CEO is entitled to receive an annual cash bonus, provided that he is still employed by AIT on the date of payment thereof (the "Payment Date"), subject to certain milestones and performance targets to be determined by AIT's Board of Directors at its sole discretion. In addition to the foregoing, and subject to the terms and conditions set forth herein, the CEO shall be entitled to receive a cash bonus amounted to $50 upon the earlier of (i) sale and issuance by the Company of equity and/or debt securities in which the Company shall receive gross proceeds of at least $10,000; or (ii) closing of an underwritten public offering of the Parent Company's securities in which the Parent Company shall receive gross proceeds of at least $10,000, provided that he is still employed by AIT on the Payment Date. In November 2016, AIT's Chief Executive Officer has waived all his requirements for certain debts of AIT to him in total amount of $304. For the three months periods ended March 31, 2017, the Company signed a new agreement with the Chief Executive Officer pursuant to which among others he is entitled to a base salary of approximately $22 per month. f. In January 2017, the Company entered into a consulting agreement with one of the Company’s directors in consideration of $18 per month. |
FINANCIAL EXPENSES, NET
FINANCIAL EXPENSES, NET | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSES, NET | NOTE 10:- FINANCIAL EXPENSE, NET Three months ended March 31, 2017 2016 Unaudited Financial expenses, net: Bank charges and other $ 3 $ 2 Imputed interest expense 14 67 Imputed interest expense 16 3 Foreign currency translation adjustments, net 37 25 Amortization of debt issuance costs 15 4 Amortization of BCF in respect to Convertible Notes 1,031 238 Issuance of Common Stock to finder fee upon the conversion of Convertible Notes 18 - Issuance of additional warrants granted to investors 2,434 Revaluation of warrants to purchase Common Stock (1,308 ) - Issuance cost related to warrants to investors and placement agent 457 - $ 2,717 $ 339 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 11:- BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of the Company's basic and diluted net loss per share of Common stock: Three months ended March 31, 2017 2016 Net loss attributable to holders of Common stock as reported $ (6,283 ) $ (1,273 ) Weighted average number of shares of Common stock used in computing basic and diluted net loss per share 5,617,762 2,207,449 Net loss per share of Common stock, basic and diluted $ (1.12 ) $ (0.58 ) For the three months period ended March 31, 2017 and 2016, all outstanding convertible notes, options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Warrants to purchase Common Stock | Warrants to purchase Common Stock: The Company accounted for warrants to purchase shares of its Common Stock held by investors which include down round protection provisions as a liability according to the provisions of ASC 815-40, "Derivatives and Hedging Contracts in Entity's Own Equity" ("ASC 815"). The Company measures the warrants at fair value by using the Black-Scholes model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company's statement of comprehensive loss as financial expense (income), net. |
Treasury shares | Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company as treasury stock, until such shares are retired and removed from the account. |
Impact of recently issued accounting pronouncements | Impact of recently issued accounting pronouncements: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The update simplifies certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows and forfeiture rate calculation. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016 for public entities. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted however all of the guidance must be adopted in the same period. The Company adopted ASU 2016-09 in the current interim consolidated financial statements using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. There wasn’t a material impact of the Company's interim consolidated financial statements of As a result of this adoption. |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The Convertible Notes balance consists of the following: March 31, December 31, 2017 2016 Unaudited Opening balance $ 2,895 $ 1,552 Receipt of Convertible Notes - 184 BCF in respect of Convertible Notes - (177 ) Amortization of BCF 1,031 1,034 Amortization of debts issuance costs 15 16 Imputed interest 14 286 Conversion of Convertible Notes into Common Stock (3,955 ) - $ - $ 2,895 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assumptions to Estimate the Investors' and Placement Agent's Warrants | The Company used the following assumptions to estimate the Investors' and warrants: March 31, February 17, January 13, 2017 2017 2017 Unaudited Risk-free interest rate (1) 1.93 % 1.87 % 1.89 % Expected volatility (2) 75.2 % 75.2 % 75.2 % Expected life (in years) (3) 5-4.75 5.00 5.00 Dividend yield (4) 0 % 0 % 0 % Fair value per warrant $ 1.39-1.34 $ 1.43 $ 2.02 (1) Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility - was calculated based on actual historical stock price movements of comparable companies in the same industry over a term that is equivalent to the expected term of the option. (3) Expected life - the expected life was based on the expiration date of the warrants. (4) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. |
Schedule of Changes in Level 3 Liabilities for Warrants | The changes in Level 3 liabilities associated with the warrants that were issued to investors are measured at fair value on a recurring basis. The following tabular presentation reflects the components of the liability associated with such warrants as of March 31, 2017 (unaudited): Fair value Unaudited Balance at January 1, 2017 $ - Fair value of warrants granted to investors and placement agent 3,760 Fair value of additional warrants granted to investors 2,434 Revaluation of warrants to purchase Common Stock (1,308 ) Balance at March 31, 2017 (unaudited) $ 4,886 |
STOCKHOLDERS' EQUITY (DEFICIE21
STOCKHOLDERS' EQUITY (DEFICIENCY) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Option Activity | A summary of the Company’s options activity for employees and directors under the 2013 Plan is as follows: Three months period ended March 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of period 134,693 $ 3.31 8.99 Granted 150,000 6.0 Forfeited (5,481 ) 4.44 Options outstanding at end of period 279,212 $ 4.73 8.86 Options exercisable at end of period 103,430 $ 2.71 7.40 |
Schedule of Outstanding Options Granted to Non-employees | The outstanding options granted to non-employees are as follows: Grant date Number of options Exercise price Expiration date September 8, 2013 17,080 $ 4.01 September 8, 2023 September 8, 2013 2,340 $ *)- September 8, 2023 December 29, 2013 3,511 $ 4.01 December 29, 2023 April 8, 2014 9,158 $ *)- April 8, 2024 July 24, 2014 2,492 $ 5.46 July 24, 2024 March 1, 2015 57,779 $ 5.46 March 1, 2025 October 20, 2015 12,456 $ *)- October 20, 2025 December 1, 2015 11,210 $ 5.46 December 1, 2025 November 8, 2016 9,601 $ 0.01 November 8, 2026 125,627 *) Represents an amount lower than $1. |
Schedule of Stock-Based Compensation Expense | The Stock-based compensation expense recognized in the consolidated financial statements for services received from employees, directors and non-employees is shown in the following table: Three months ended March 31, 2017 2016 Unaudited Research and development $ 21 $ 63 General and administrative expenses 44 23 $ 65 $ 86 |
RELATED PARTY BALANCES AND TR22
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | Balances with related parties: March 31, December 31, 2017 2016 Unaudited Convertible Notes (d) $ - $ 892 Other accounts payable (b), (c) $ 43 $ 65 Loan from related parties (a) $ 105 $ 379 Additional paid in capital (e) $ 304 $ 304 Related parties' expenses: Three months ended March 31, 2017 2016 Unaudited Amounts charged to: General and administrative expenses (e), (f) $ 100 $ 196 Research and Development expenses (b), (c) $ 15 $ 82 Financial expense (a), (d) $ 13 $ 35 |
FINANCIAL EXPENSES, NET (Tables
FINANCIAL EXPENSES, NET (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial Expenses, Net | Three months ended March 31, 2017 2016 Unaudited Financial expenses, net: Bank charges and other $ 3 $ 2 Imputed interest expense 14 67 Imputed interest expense 16 3 Foreign currency translation adjustments, net 37 25 Amortization of debt issuance costs 15 4 Amortization of BCF in respect to Convertible Notes 1,031 238 Issuance of Common Stock to finder fee upon the conversion of Convertible Notes 18 - Issuance of additional warrants granted to investors 2,434 Revaluation of warrants to purchase Common Stock (1,308 ) - Issuance cost related to warrants to investors and placement agent 457 - $ 2,717 $ 339 |
BASIC AND DILUTED NET LOSS PE24
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company's basic and diluted net loss per share of Common stock: Three months ended March 31, 2017 2016 Net loss attributable to holders of Common stock as reported $ (6,283 ) $ (1,273 ) Weighted average number of shares of Common stock used in computing basic and diluted net loss per share 5,617,762 2,207,449 Net loss per share of Common stock, basic and diluted $ (1.12 ) $ (0.58 ) |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Net loss | $ 6,283 | $ 1,273 | $ 3,720 | |
Cash flow from operating activities | 2,212 | 190 | ||
Accumulated deficit | 19,856 | $ 13,573 | ||
Cash purchase price | $ 295 | |||
Treasury stock shares acquired | 90,000 | |||
Treasury stock shares acquired, value | $ 25 | |||
Ordinary Shares, authorized | 100,000,000 | 11,665,085 | ||
Preferred Shares, authorized | 10,000,000 | 10,000,000 | ||
Preferred Shares, par value | $ 0.0001 | $ 0.0001 | ||
Reverse stock split | one-for-100 | |||
Conversion ratio | 1:1 | |||
Common Stock [Member] | ||||
Net loss | ||||
KokiCare Inc. [Member] | ||||
Cash purchase price | $ 320 | |||
Cash dividend | $ 2.50 | |||
KokiCare Inc. [Member] | Common Stock [Member] | ||||
Treasury stock shares acquired | 90,000 | |||
Treasury stock shares acquired, value | $ 25 |
BANK LOAN (Details)
BANK LOAN (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Sep. 15, 2016 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Agreement for bank loan | $ 52 | |
Number of Installments | 12 | |
Imputed interest in average rate | 5.10% | |
Accrued interest | $ 27 |
CONVERTIBLE NOTES (Narrative) (
CONVERTIBLE NOTES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 37 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Proceeds from convertible debt | $ 41 | ||
Proceeds from related party debt | $ 57 | ||
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt | $ 3,342 | ||
Proceeds from related party debt | $ 892 |
CONVERTIBLE NOTES (Schedule of
CONVERTIBLE NOTES (Schedule of Convertible Notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Opening balance | $ 2,895 | ||
Amortization of debts issuance costs | 15 | $ 4 | |
Ending balance | $ 2,895 | ||
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Opening balance | 2,895 | $ 1,552 | 1,552 |
Receipt of Convertible Notes | 184 | ||
BCF in respect of Convertible Notes | (177) | ||
Amortization of BCF | 1,031 | 1,034 | |
Amortization of debts issuance costs | 15 | 16 | |
Imputed interest | 14 | 286 | |
Conversion of Convertible Notes into Common Stock | (3,955) | ||
Ending balance | $ 2,895 |
FAIR VALUE MEASUREMENT (Narrati
FAIR VALUE MEASUREMENT (Narrative) (Details) - Convertible Notes [Member] - USD ($) $ in Thousands | Jan. 13, 2017 | Feb. 27, 2017 |
Debt Instrument [Line Items] | ||
Accured interest on Convertible Notes converted during period | $ 1,397,068 | |
Shares issued as finder fee | 6,473 | |
Ordinary shares issued from conversion of Convertible Notes | 1,397,068 |
FAIR VALUE MEASUREMENT (Schedul
FAIR VALUE MEASUREMENT (Schedule of assumptions to estimate the Investors' and placement agent's warrants) (Details) - Investors' and placement agent's warrants [Member] - $ / shares | Jan. 13, 2017 | Feb. 28, 2017 | Mar. 31, 2017 | |
Risk-free interest rate | [1] | 1.89% | 1.87% | |
Expected volatility | [2] | 75.20% | 75.20% | |
Expected life (in years) | [3] | 5 years | 5 years | |
Dividend yield | [4] | 0.00% | 0.00% | |
Fair value per warrant | $ 2.02 | $ 1.43 | ||
Minimum [Member] | ||||
Expected life (in years) | [3] | 4 years 9 months | ||
Fair value per warrant | $ 1.34 | |||
Maximum [Member] | ||||
Expected life (in years) | [3] | 5 years | ||
Fair value per warrant | $ 1.39 | |||
Fair value of liability related to warrants | ||||
Risk-free interest rate | [1] | 1.93% | ||
Expected volatility | [2] | 75.20% | ||
Dividend yield | [4] | 0.00% | ||
[1] | Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. | |||
[2] | Expected volatility - was calculated based on actual historical stock price movements of comparable companies in the same industry over a term that is equivalent to the expected term of the option. | |||
[3] | Expected life - the expected life was based on the expiration date of the warrants. | |||
[4] | Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. |
FAIR VALUE MEASUREMENT (Sched31
FAIR VALUE MEASUREMENT (Schedule of components of the liability associated with such warrants) (Details) - Investors' and placement agent's warrants [Member] - Fair value of liability related to warrants $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Balance at January 1, 2017 | |
Fair value of warrants granted to investors and placement agent | 3,760 |
Fair value of additional warrants granted to investors | 2,434 |
Revaluation of warrants to purchase Common Stock | (1,308) |
Balance at March 31, 2017 (unaudited) | $ 4,886 |
CONTINGENT LIABILITIES AND CO32
CONTINGENT LIABILITIES AND COMMITMENTS (Other) (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Oct. 31, 2013 | Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Non-refundable fee paid for patent license agreement | $ 150 | |
Royalty percentage owed on sale of licensed product revenues | 5.00% | |
Minimum amount of royalties owed per annum | $ 50 |
CONTINGENT LIABILITIES AND CO33
CONTINGENT LIABILITIES AND COMMITMENTS (Option Agreement) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2015 | Mar. 31, 2017 | Jan. 13, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Fee paid for option to purchase certain intellectual property | $ 25 | ||
Amount owed to third party upon exercise of Option | $ 500 | ||
Warrants to purchase ordinary shares | 178,570 | ||
Exercise price | $ 4.8 | ||
Research and development expenses | $ 480 |
STOCKHOLDERS' EQUITY (DEFICIE34
STOCKHOLDERS' EQUITY (DEFICIENCY) (Narrative) (Details) $ / shares in Units, $ in Thousands | Jan. 13, 2017USD ($)$ / sharesshares | Dec. 29, 2016 | Aug. 31, 2015USD ($) | Oct. 03, 2013USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares | Feb. 20, 2017USD ($) | Jun. 24, 2016USD ($) | Jan. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) | Jan. 31, 2017₪ / sharesshares | Dec. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Reverse stock split ratio | 100 | |||||||||||
Shares issued in merger transaction, value | $ (295) | |||||||||||
Stock Issued During Period, Value, New Issues | $ 6,322 | |||||||||||
Treasury stock shares acquired | shares | 90,000 | |||||||||||
Treasury stock shares acquired, value | $ 25 | |||||||||||
Shares called by warrants | shares | 178,570 | |||||||||||
Warrant exercise price | $ / shares | $ 4.8 | |||||||||||
Deferred private placement costs | $ 90 | |||||||||||
Expiration period of awards | 10 years | |||||||||||
Aggregate intrinsic value of outstanding and exercisable options | 206 | $ 206 | ||||||||||
General and administrative expenses | $ 2,121 | $ 274 | ||||||||||
Annual retainer amount in monthly installments | $ 40 | |||||||||||
One time bonus on completion of financing round | $ 150 | |||||||||||
Percentage of issued and outstanding fully diluted shares | 3.00% | |||||||||||
Vested immediately [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of vesting shares | 33.33% | |||||||||||
Vested after 6 month [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of vesting shares | 33.33% | |||||||||||
Vested after 12 month [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of vesting shares | 33.33% | |||||||||||
Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting term of awards | 2 years | |||||||||||
Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting term of awards | 4 years | |||||||||||
SPA [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Purchase price per unit | ₪ / shares | ₪ 0.01 | |||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 6 | |||||||||||
Total Purchase Price | $ 10,210 | |||||||||||
Shares issued in merger transaction | shares | 1,701,616 | |||||||||||
Shares issued in merger transaction, value | $ 1,170 | |||||||||||
Direct and incremental costs | 199 | 1,049 | $ 931 | |||||||||
Aggregate consideration | 15,000 | |||||||||||
Finance expenses | $ 15 | $ 2,434 | $ 18 | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 110,494 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 663 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,390,595 | 6,473 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,955 | |||||||||||
Warrants issued | shares | 1,701,616 | 1,701,616 | ||||||||||
Warrant exercise price | $ / shares | $ 6.9 | |||||||||||
Expiration period of awards | 5 years | |||||||||||
SPA [Member] | Paid on March 31, 2017 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Direct and incremental costs | $ 144 | |||||||||||
SPA [Member] | Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 10,000 | |||||||||||
SPA [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 25,000 | |||||||||||
Warrant [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair value of warrants | $ 480 | |||||||||||
Share price | $ / shares | $ 3.98 | |||||||||||
Exercise price | $ / shares | $ 4.8 | |||||||||||
Expected dividend rate | 0.00% | |||||||||||
Expected standard deviation | 75.23% | |||||||||||
Risk-free interest rates | 2.20% | |||||||||||
Expected life | 7 years | |||||||||||
Board of Directors Chairman [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSU's granted | $ 364,286 | |||||||||||
General and administrative expenses | 785 | |||||||||||
Additional compensation expense | $ 13 | |||||||||||
Director [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSU's granted | $ 492,624 | |||||||||||
General and administrative expenses | $ 544 | |||||||||||
Director [Member] | RSU [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting term of awards | 3 years | |||||||||||
RSU's granted | $ 11,781 | |||||||||||
RSU's vested | shares | 3,927 | |||||||||||
General and administrative expenses | $ 4 | $ 8 | ||||||||||
Strategic Adviser [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares called by warrants | shares | 85,474 | |||||||||||
Warrant exercise price | $ / shares | $ 8.19 | |||||||||||
General and administrative expenses | $ 94 |
STOCKHOLDERS' EQUITY (DEFICIE35
STOCKHOLDERS' EQUITY (DEFICIENCY) (Summary of Option Activity For Employees And Directors) (Details) - Employees and Directors [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Number of options | ||
Options outstanding at beginning of period | shares | 134,693 | 146,606 |
Granted | shares | 150,000 | |
Forfeited | shares | (5,481) | |
Options outstanding at end of period | shares | 279,212 | 134,693 |
Options exercisable at end of year | shares | 103,430 | |
Weighted average exercise price | ||
Options outstanding at beginning of period | $ / shares | $ 3.31 | |
Granted | $ / shares | 6 | |
Forfeited | $ / shares | 4.44 | |
Options outstanding at end of period | $ / shares | 4.73 | $ 3.31 |
Options exercisable at end of year | $ / shares | $ 2.71 | |
Weighted average remaining contractual life | ||
Options outstanding | 8 years 10 months 10 days | 8 years 11 months 27 days |
Options exercisable at end of year | 7 years 5 months 9 days |
STOCKHOLDERS' EQUITY (DEFICIE36
STOCKHOLDERS' EQUITY (DEFICIENCY) (Summary of Options Granted to Non-Employees) (Details) - Non-Employees [Member] - $ / shares | Mar. 31, 2017 | Nov. 08, 2016 | Dec. 01, 2015 | Oct. 20, 2015 | Mar. 01, 2015 | Jul. 24, 2014 | Apr. 08, 2014 | Dec. 29, 2013 | Sep. 08, 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options | 125,627 | 9,601 | 11,210 | 12,456 | 57,779 | 2,492 | 9,158 | 3,511 | ||||
Exercise price | $ 0.01 | $ 5.46 | [1] | $ 5.46 | $ 5.46 | [1] | $ 4.01 | |||||
Expiration date | Nov. 8, 2026 | Dec. 1, 2025 | Oct. 20, 2025 | Mar. 1, 2025 | Jul. 24, 2024 | Apr. 8, 2024 | Dec. 29, 2023 | |||||
September 8, 2013 One [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options | 17,080 | |||||||||||
Exercise price | $ 4.01 | |||||||||||
Expiration date | Sep. 8, 2023 | |||||||||||
September 8, 2013 Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options | 2,340 | |||||||||||
Exercise price | [1] | |||||||||||
Expiration date | Sep. 8, 2023 | |||||||||||
[1] | Represents an amount lower than $1. |
STOCKHOLDERS' EQUITY (DEFICIE37
STOCKHOLDERS' EQUITY (DEFICIENCY) (Schedule of Share Based Compensation Expense) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,877 | $ 188 |
Employees, Directors and Non-Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 65 | 86 |
Total unrecognized estimated compensation cost | $ 310 | |
Recognition period | 2 years | |
Weighted average grant date fair value | $ 1.67 | |
Research and Development Expense [Member] | Employees, Directors and Non-Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 21 | 63 |
General and Administrative Expense [Member] | Employees, Directors and Non-Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 44 | $ 23 |
RELATED PARTY BALANCES AND TR38
RELATED PARTY BALANCES AND TRANSACTIONS (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Feb. 10, 2014 | |
Related Party Transaction [Line Items] | ||||||
Repayment of related party debt | $ 241 | |||||
Interest expense | 14 | 67 | ||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly salary | 22 | |||||
Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly salary | 18 | |||||
Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face amount | $ 57 | $ 340 | $ 22 | |||
Debt instrument interest rate | 16.00% | 16.00% | 4.00% | |||
Repayment of related party debt | $ 241 | |||||
Related party expenses | 13 | |||||
Shareholder [Member] | December 2013 Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face amount | $ 892 | |||||
Debt instrument interest rate | 8.00% | |||||
Interest expense | $ 13 | $ 3 | $ 50 | |||
Debt Conversion, Converted Instrument, Shares Issued | 1,397,068 | |||||
Shareholder [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument interest rate | 4.00% | |||||
Consultant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 15 | $ 23 | ||||
Consultant [Member] | Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, amount forgiven | 304 | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly salary | 16 | |||||
Gross proceeds require to trigger Qualified Financing Bonus | $ 10,000 |
RELATED PARTY BALANCES AND TR39
RELATED PARTY BALANCES AND TRANSACTIONS (Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Balances with related parties: | |||
Convertible Notes | $ 892 | ||
Other accounts payable | 43 | 65 | |
Loan from related parties | 208 | 379 | |
Additional paid in capital | 304 | $ 304 | |
Amounts charged to: | |||
General and administrative expenses | 100 | $ 196 | |
Research and Development expenses | 15 | 82 | |
Financial expense | $ 13 | $ 35 |
FINANCIAL EXPENSES, NET (Detail
FINANCIAL EXPENSES, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Financial expenses, net: | ||
Bank charges and other | $ 3 | $ 2 |
Imputed interest expense in respect to Convertible Notes | 14 | 67 |
Imputed interest expense in respect to loans from related parties and others and loan from bank | 16 | 3 |
Foreign currency translation adjustments, net | 37 | 25 |
Amortization of debt issuance costs | 15 | 4 |
Amortization of BCF in respect to Convertible Notes | 1,031 | 238 |
Issuance of Common Stock to finder fee upon the conversion of Convertible Notes | 18 | |
Issuance of additional warrants granted to investors | 2,434 | |
Revaluation of warrants to purchase Common Stock | (1,308) | |
Issuance cost related to warrants to investors and placement agent | 457 | |
Total financial expenses, net | $ 2,717 | $ 339 |
BASIC AND DILUTED NET LOSS PE41
BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to holders of Common stock as reported | $ (6,283) | $ (1,273) | $ (3,720) |
Weighted average number of shares of Common Stock used in computing basic and diluted net loss per share | 5,617,762 | 2,207,449 | |
Net basic and diluted loss per share | $ 1.12 | $ 0.58 |