Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38389 | ||
Entity Registrant Name | Motus GI Holdings, Inc. | ||
Entity Central Index Key | 0001686850 | ||
Entity Tax Identification Number | 81-4042793 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1301 East Broward Boulevard | ||
Entity Address, Address Line Two | 3rd Floor | ||
Entity Address, City or Town | Ft. Lauderdale | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33301 | ||
City Area Code | (954) | ||
Local Phone Number | 541-8000 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | MOTS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14.6 | ||
Entity Common Stock, Shares Outstanding | 4,778,873 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 274 | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | Philadelphia, Pennsylvania |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 14,042 | $ 22,563 |
Accounts receivable | 59 | 109 |
Inventory, current | 488 | 496 |
Prepaid expenses and other current assets | 781 | 793 |
Total current assets | 15,370 | 23,961 |
Fixed assets, net | 1,325 | 1,428 |
Inventory, non-current | 511 | |
Right-of-use assets | 428 | 687 |
Other non-current assets | 13 | 13 |
Total assets | 17,647 | 26,089 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,969 | 2,584 |
Operating lease liabilities - current | 245 | 307 |
Other current liabilities | 53 | 10 |
Current portion of long-term debt, net of unamortized debt discount of $182 and $271, respectively | 2,532 | 431 |
Total current liabilities | 4,799 | 3,332 |
Contingent royalty obligation | 1,212 | 1,760 |
Operating lease liabilities - non-current | 178 | 385 |
Convertible note, net of unamortized debt discount of $108 and $166, respectively | 3,892 | 3,834 |
Long-term debt, net of unamortized debt discount of $135 and $317, respectively | 4,589 | 7,121 |
Total liabilities | 14,670 | 16,432 |
Commitments and contingent liabilities (Note 9) | ||
Shareholders’ equity | ||
Preferred stock $0.0001 par value; 10,000,000 shares authorized; zero shares issued and outstanding | ||
Common stock $0.0001 par value; 115,000,000 shares authorized; 4,659,769 and 2,416,021 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 144,328 | 132,411 |
Accumulated deficit | (141,351) | (122,754) |
Total shareholders’ equity | 2,977 | 9,657 |
Total liabilities and shareholders’ equity | $ 17,647 | $ 26,089 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Debt instrument, unamortized discount | $ 182 | $ 271 |
Convertible note, unamortized discount, non-current | 108 | 166 |
Debt instrument, unamortized discount, non-current | $ 135 | $ 317 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 115,000,000 | 115,000,000 |
Common stock, shares issued | 4,659,769 | 2,416,021 |
Common stock, shares outstanding | 4,659,769 | 2,416,021 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 592 | $ 391 |
Operating expenses: | ||
Costs of revenue - sales | 198 | 181 |
Costs of revenue - impairment of inventory | 598 | 443 |
Research and development | 5,611 | 5,341 |
Sales and marketing | 4,425 | 3,077 |
General and administrative | 7,611 | 9,273 |
Total costs and expenses | 18,443 | 18,315 |
Operating loss | (17,851) | (17,924) |
Gain (loss) on change in estimated fair value of contingent royalty obligation | 548 | (143) |
Loss on extinguishment of debt | (237) | |
Finance expense, net | (1,252) | (717) |
Other income | 5 | |
Foreign currency loss | (42) | (17) |
Net loss | (18,597) | (19,033) |
Deemed dividends from warrant issuance | (6,145) | |
Net loss attributable to common shareholders | $ (18,597) | $ (25,178) |
Basic and diluted loss per common share: | ||
Net loss attributable to common shareholders | $ (5.74) | $ (10.74) |
Weighted average number of common shares outstanding, basic and diluted | 3,237,952 | 2,344,759 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 115,011,000 | $ (103,721,000) | $ 11,290,000 | |
Beginning balance, shares at Dec. 31, 2020 | 1,613,591 | |||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs of $368 | 1,826,000 | 1,826,000 | ||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs, shares | 67,043 | |||
Issuance of common stock upon exercise of warrants, net of financing fees of $366 | 11,593,000 | 11,593,000 | ||
Issuance of common stock upon exercise of warrants, shares | 713,362 | |||
Issuance of common stock for board of directors’ compensation | 291,000 | 291,000 | ||
Issuance of common stock for board of directors' compensation, shares | 9,587 | |||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units, shares | 9,938 | |||
Fractional shares settled in cash pursuant to reverse stock split | 53 | 53 | ||
Fractional shares settled in cash pursuant to reverse stock split, shares | 2,500 | |||
Issuance of warrants associated with convertible note and long- term debt | 165 | 165 | ||
Share-based compensation | 3,472,000 | 3,472,000 | ||
Net loss | (19,033,000) | (19,033,000) | ||
Balance at Dec. 31, 2021 | 132,411,000 | (122,754,000) | 9,657,000 | |
Ending balance, shares at Dec. 31, 2021 | 2,416,021 | |||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs of $368 | 9,884,000 | 9,884,000 | ||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs, shares | 2,195,106 | |||
Issuance of common stock for board of directors’ compensation | 235,000 | 235,000 | ||
Issuance of common stock for board of directors' compensation, shares | 24,458 | |||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units, shares | 26,230 | |||
Fractional shares settled in cash pursuant to reverse stock split | (11) | (11) | ||
Fractional shares settled in cash pursuant to reverse stock split, shares | (2,046) | |||
Share-based compensation | 1,809,000 | 1,809,000 | ||
Net loss | (18,597,000) | (18,597,000) | ||
Balance at Dec. 31, 2022 | $ 144,328,000 | $ (141,351,000) | $ 2,977,000 | |
Ending balance, shares at Dec. 31, 2022 | 4,659,769 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financing fees | $ 368 | |
Common Stock [Member] | ||
Proceeds from Issuance Initial Public Offering | $ 74 | |
Financing fees | $ 366 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (18,597) | $ (19,033) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 510 | 439 |
Amortization of debt issuance costs | 330 | 95 |
(Gain) loss on change in estimated fair value of contingent royalty obligation | (548) | 143 |
Share-based compensation | 1,809 | 3,472 |
Issuance of common stock for board of directors’ compensation | 235 | 235 |
Issuance of common stock for consultants | 53 | |
Loss on extinguishment of debt | 237 | |
Impairment of inventory | 598 | 443 |
Impairment of fixed assets | 46 | |
Amortization on operating lease right of use asset | 327 | 262 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 50 | (74) |
Inventory | (1,302) | (274) |
Prepaid expenses and other current assets | 12 | (413) |
Accounts payable and accrued expenses | (650) | 303 |
Operating lease liability | (330) | (260) |
Other current and non-current liabilities | 43 | (50) |
Net cash used in operating activities | (17,467) | (14,422) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (224) | (470) |
Net cash used in investing activities | (224) | (470) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common shares | 10,252 | 1,900 |
Fractional shares paid in cash pursuant to reverse stock split | (11) | |
Proceeds from exercise and purchase of warrants | 11,959 | |
Borrowings under convertible note and long-term debt | 12,000 | |
Repayment of debt | (703) | (8,220) |
Payment of debt issuance costs | (563) | |
Equity financing fees | (368) | (440) |
Net cash provided by financing activities | 9,170 | 16,636 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (8,521) | 1,744 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 22,563 | 20,819 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 14,042 | 22,563 |
CASH PAID FOR: | ||
Interest | 977 | 640 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Common stock issued to settle accrued expenses for board of directors’ compensation | 56 | |
Reclassification of inventory to fixed assets | 201 | 140 |
Reclassification of prepaid expenses to fixed assets | 4 | 75 |
Purchase of fixed assets in accounts payable and accrued expenses | 24 | 4 |
Warrants issued related to convertible note and long-term debt recorded as debt discount | 165 | |
Accrued end of loan payment recorded as debt discount | 140 | |
Operating lease liabilities arising from obtaining right-of-use assets | 66 | 184 |
Prepayment of lease obligation | $ 17 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business Motus GI Holdings, Inc. (the “Company”) was incorporated in Delaware, U.S.A. in September 2016. The Company and its subsidiaries, Motus GI Technologies, Ltd. and Motus GI, LLC, are collectively referred to as “Motus GI” or the “Company”. The Company has developed the Pure-Vu System, a medical device that has been cleared by the U.S. Food and Drug Administration (the “FDA”) to help facilitate the cleansing of a poorly prepared gastrointestinal tract during colonoscopy and to help facilitate upper gastrointestinal (“GI”) endoscopy procedures. The Pure-Vu System has received a CE Mark in the EU for use in colonoscopy. The Pure-Vu System integrates with standard and slim colonoscopes, as well as gastroscopes, to improve visualization during colonoscopy and upper GI procedures while preserving established procedural workflow and techniques. Through irrigation and evacuation of debris, the Pure-Vu System is designed to provide better-quality exams. The Company received 510(k) clearance in February 2022 from the FDA for the Pure-Vu EVS System and has commenced initial commercialization of this product. The Company does not expect to generate significant revenue from product sales until it further expands its commercialization efforts, which is subject to significant uncertainty. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern To date, the Company has generated minimal revenues, experienced negative operating cash flows and has incurred substantial operating losses from its activities. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources, future product sales, and through the issuance of debt or equity, as well as through other strategic alternative transactions. Rising inflation and financial market volatility may adversely impact the Company’s ability to enter into, modify, and negotiate favorable terms and conditions relative to equity and debt financing initiatives. The uncertain financial markets, potential disruptions in supply chains, and changing priorities could also affect the Company’s ability to enter into key agreements. COVID-19 and government measures taken in response have also had an impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as certain medical services and supplies, have spiked, while demand for other goods and services have fallen. The future progression of the outbreak and its longer-term effects on the Company’s business and operations continue to evolve and are still uncertain. The Company and its third-party contract manufacturers, contract research organizations, and clinical sites may also face disruptions in procuring items that are essential to the Company’s research and development activities, including, for example, medical and laboratory supplies, in each case, that are sourced from abroad or for which there are shortages because of ongoing efforts related to the outbreak in certain parts of the world. These disruptions may negatively impact the Company’s sales, its results of operations, financial condition, and liquidity into Q2 2023. We have generated limited revenues to date from the sale of products. We have never been profitable and have incurred significant net losses each year since our inception, including a loss of $ 18.6 14.0 141.4 we committed to a restructuring initiative designed to reduce our expenses and position us to explore a range of strategic and financing alternatives focused on maximizing stockholder value and accelerating the commercialization of the Pure-Vu System. In January 2023, we committed to a restructuring initiative designed to position us to explore a range of strategic and financing alternatives focused on maximizing stockholder value and accelerating the commercialization of the Pure-Vu System. If a strategic transaction is not completed, or if additional financing is not available, we may not be able to service our outstanding indebtedness and our payables and may have to file for bankruptcy protection or pursue a dissolution of the Company and liquidation of all of our remaining assets. In such an event, the amount of cash available for distribution to our stockholders, if any, will depend heavily on the timing of such decision, as with the passage of time the amount of cash available for distribution will be reduced as we continue to fund our operations and service our outstanding indebtedness. We cannot provide assurance as to the amount of cash that will be available to distribute to stockholders, if any, after paying our debts and other obligations and setting aside funds for reserves, nor as to the timing of any such distribution, if any. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Basis of Presentation | Note 3 – Significant Accounting Policies and Basis of Presentation A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows: Basis of presentation and use of estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board (“FASB”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reverse Stock Split On July 25, 2022, the Company effected a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio of 1-for-20. Shares of common stock underlying outstanding stock options and other equity instruments convertible into common stock were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split. Functional currency and foreign currency translation The functional currency of the Company, inclusive of foreign subsidiaries, is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies 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 consolidated statement of comprehensive loss as foreign currency (loss) gain, as appropriate. Cash and cash equivalents The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments. Concentrations of Credit Risk and Off-balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company’s cash is held in accounts with financial institutions that management believes are creditworthy. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. Revenue recognition Sales contracts executed for the second generation Pure-Vu System are accounted for in accordance with ASC Topic 606 - Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled to. The Pure-Vu System consists of a Workstation (a “Workstation”) and single use disposable sleeve (a “Disposable”). ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases and collaboration arrangements. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied. Commercial placements of the second generation system include the Workstation, sale of the Disposables, and a service plan. The Workstation is operational without any significant customization and modification and the Disposables are specialized consumables that are readily available for purchase from the Company. Therefore, revenue from the sale of a Workstation is recognized after the customer commits to purchase the Workstation and the Workstation is delivered, which is when title is transferred. Disposables are identified as a separate performance obligation, and therefore, revenue from the sale of Disposables is recognized when the Disposables are delivered to the customer and title is transferred. A free one-year service plan is included with the purchase of any second generation Pure-Vu Workstation. An extended service plan with varying support and maintenance of the Workstation is offered for sale after the free one-year service plan period. In the case of the free one-year service plan, a portion of the Workstation sales price is deferred and recognized ratably over the one-year service plan term based upon the relative standalone value. The standalone selling price of the Workstation is set at the beginning of the contract based on observable prices from standalone sales of the Workstation, however, at times, the Company has offered discounts from that price to certain customers. The standalone sales price of the one year service plan is based on the expected costs of replacement parts and direct costs to perform the service plus a standard margin, as set by the Company. The standard margin assumed is consistent with the margin expected in pricing the extended service plan. Revenue for the extended service plans is recognized ratably over the term of the service plan contract period. At times, the Company may include a limited time free trial to potential customers to evaluate the Workstation for a period of up to 6 months and in certain instances extend the period to an aggregate of up to 11 months. The Company considers the 6-11 month usage period as a non-contiguous limited trial period because the total length of the free trial is still less than one year. In scenarios where the Company continues to provide the Workstation to a customer for a usage period of greater than one year, the arrangement falls outside of the scope of ASC 606, as described below. Management does not collect any upfront payments or deposits prior to commencing a free trial period. No revenue is recognized for the Workstation during the duration of a free trial, however, any Disposables purchased by the evaluator are recognized when delivered, as described above. For contracts outside the scope of ASC 606, the Company determines income for proposed supply arrangements under 1) ASC 842 as it pertains to an embedded lease of the Workstation within a proposed supply arrangement and 2) ASC 606 for the sale of the sleeves within the proposed supply arrangement. The Company allocates the transaction price to the performance obligations within the proposed supply arrangements using the total estimated purchases method for both (i) arrangements that contain minimum purchase commitments and (ii) those arrangements that do not contain a minimum purchase commitment, but instead offer a volume discount for purchases that exceed a specified tier. During the year ended December 31, 2022, the Company recognized revenue 592 540 52 391 303 88 During the year ended December 31, 2022, the Company recognized revenue at a point in time of $ 529 63 299 92 Contract Costs Incremental commissions, if applicable, above a base commission level, are paid to sales representatives upon certain eligible sales, which are paid upon execution of the sales agreement. The guidance within ASC 606 provides a practical expedient if the amortization period of the assets that the entity otherwise would have recognized is one year or less. The Company chose to apply the available practical expedient as the commission paid on eligible sales orders relates to the period in which the sales order was fulfilled. For the years ending December 31, 2022 and 2021, incremental commissions paid on eligible sales orders were $ 96 35 Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates for the allowance for doubtful accounts based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers’ ability to pay. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $ 0 Inventory Inventory is stated at lower of cost and net realizable value using the weighted average cost method and is evaluated at least annually for impairment. The Company records an inventory reserve for losses associated with dated, expired, excess and obsolete items. Reserves and write-downs of inventory is based on management’s current knowledge with respect to inventory levels, planned production, and extension capabilities of materials on hand. A significant change in the timing or level of demand for the Company’s products compared to forecasted amounts may result in recording additional charges for excess and obsolete inventory in the future. The Company records charges for excess and obsolete inventory within cost of revenues. Leases The Company accounts for its leases in accordance with ASC 842, Leases, or ASC 842. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have financing leases. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty of renewal. Fixed assets, net Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method, at annual rates reflecting the estimated useful lives of the related assets, as follows: Schedule of Fixed Assets are Stated at Cost Less Accumulated Depreciation Office equipment 5 15 Computers and software 3 5 Machinery 5 10 Lab and medical equipment 3 7 Leasehold improvements Shorter of lease term or useful life Share-based compensation Employee and Non-Employee Share-Based Compensation The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. The accounting for awards issued to non-employees is similar to the accounting for employee awards, except that: ● the Company may elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and ● the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s consolidated statements of comprehensive loss. The Company recognizes share-based award forfeitures as they occur. The Company estimates the fair value of granted option equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. Restricted Stock Units The Company issues restricted stock units under its 2016 Equity Incentive Plan. The fair value of the restricted stock units is based on the closing stock price on the date of grant and is expensed as operating expense over the period during which the units vest. Each restricted stock unit entitles the grantee to one share of common stock to be received upon vesting up to four years after the grant date. Recipients of restricted stock units have no voting rights until the vesting of the award. Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. The Company recorded a deemed dividend of $ 0 and $ 6,145 for the issuance of warrants during the years ended December 31, 2022 and 2021, respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. Research and development expenses Research and development expenses are charged to the consolidated statement of comprehensive loss as incurred. Patent costs Costs incurred in connection with acquiring patent rights and the protection of proprietary technologies are expensed as incurred. Debt issuance costs Debt issuance costs represent the costs associated with the issuance of a debt instrument and are amortized using the effective interest method over the life of the related debt instrument. The Company records debt issuance costs as a debt discount and is a reduction of the carrying amount of the debt liability. Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Motus Ltd. are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by Motus Ltd. on their behalf with insurance companies. Payments in accordance with Article 14 release Motus Ltd. from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a quarterly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. There are currently no open Federal or State audits. The Company has not recorded any liability for uncertain tax positions at December 31, 2022 or December 31, 2021. For the years ended December 31, 2022 and 2021, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the years ended December 31, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. Fair value of financial instrument The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the years ended December 31, 2022 and 2021. New Accounting Pronouncements- Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements Financial Instruments-Overall Accounting Pronouncements- Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements Liabilities measured and recorded at fair value on a recurring basis consisted of the following at December 31, 2022 and December 31, 2021: Schedule of Fair Value of Financial Assets and Liabilities December 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,212 $ 1,212 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,760 $ 1,760 Financial instruments with carrying values approximating fair value include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, and certain other current liabilities, due to their short-term nature. Financial instruments with carrying values approximating fair value also include long-term debt and convertible notes which is based on a combined total of their face value and the amortization discount. In estimating the fair value of the Company’s contingent royalty obligation (see Note 9), the Company used the discounted cash flow method as of December 31, 2022 and 2021. Based on the fair value hierarchy, the Company classified contingent royalty obligation within Level 3 because the valuation inputs are based on projected revenues discounted to a present value. Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of a contingent royalty obligation, during the year ended December 31, 2022 was as follows: Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation Fair Value Balance at December 31, 2021 $ 1,760 Change in estimated fair value of contingent royalty obligation 548 Balance at December 31, 2022 $ 1,212 The contingent royalty obligation is re-measured at each balance sheet date using several assumptions, including the following: 1) estimated sales growth, 2) length of product cycle, 3) patent life, 4) discount rate ( 23 21% 3% In accordance with ASC-820-10-50-2(g), the Company performed sensitivity analyses of the liability, which was classified as a Level 3 financial instrument. The contingent royalty obligation estimate may be significantly impacted by changes in assumptions used in these analyses. For example, the Company recalculated the fair value of the liability by applying a +/- 2% change to the input variable in the discounted cash flow model; the discount rate. A 2% decrease in the discount rate would increase the liability by approximately $126 and a 2% increase in the discount rate would decrease the liability by approximately $112. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory at December 31, 2022 and 2021 consisted of the following: Schedule of Inventory 2022 2021 December 31, 2022 2021 Raw materials $ 697 $ 569 Work-in-process 155 - Finished goods 548 292 Inventory reserve (401 ) (365 ) Inventory, net $ 999 $ 496 Inventory, current $ 488 $ 496 Inventory, non-current $ 511 $ - For the years ended December 31, 2022 and 2021, an inventory impairment of $ 598 and $ 443 |
Fixed assets, net
Fixed assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets, net | Note 6 – Fixed assets, net Fixed assets, net, consists of the following: Schedule of Fixed Assets Net 2022 2021 December 31, 2022 2021 Office equipment $ 171 $ 171 Computers and software 321 305 Machinery 1,049 807 Lab and medical equipment 1,477 1,342 Leasehold improvements 200 193 Total 3,218 2,818 Less accumulated depreciation and amortization (1,893 ) (1,390 ) Fixed assets, net $ 1,325 $ 1,428 Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $ 510 439 46 0 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 7 – Leases The Company leases an office in Fort Lauderdale, Florida under an operating lease. The term expires November 2024. The annual base rent is subject to annual increases of 2.75%. The Company leases an office in Israel under an operating lease. The term expired on December 31, 2022 The Company leases vehicles under operating leases that expire at various dates through 2025. Many of these leases provide for payment by the Company, as the lessee, of taxes, insurance premiums, costs of maintenance and other costs which are expensed as incurred. Certain operating leases include escalation clauses and some of which may include options to extend the leases for up to 3 years. The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows: Schedule of Lease Cost and Supplemental Balance Sheet Information 2022 2021 Year Ended December 31, 2022 2021 Lease Cost Operating lease cost, net of related party license fee $ 92 $ 139 Variable lease cost 120 119 Total lease cost $ 212 $ 258 As of December 31, 2022 2021 Assets Operating lease, right-of-use asset $ 428 $ 687 Liabilities Current Operating lease liabilities $ 245 $ 307 Non-current Operating lease liabilities, net of current portion 178 385 Total lease liabilities $ 423 $ 692 Other information: Weighted average remaining lease term - operating leases 1.79 2.49 Weighted-average discount rate - operating leases 7.36 % 7.66 % The Company records operating lease payments to lease expense using the straight-line method. The Company’s lease expense was $ 212 258 242 189 Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 were as follows: Schedule of Future Minimum Lease Payments for Operating Leases Year Ended December 31, Amount 2023 $ 266 2024 176 2025 7 Total future minimum lease payments 449 Imputed interest (26 ) Total liability $ 423 The following table summarizes the cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2022 and 2021: Schedule of Measurement of Lease Liability 2022 2021 Years Ended December 31, 2022 2021 Cash paid for amounts included in measurement of lease liabilities: $ (342 ) $ (324 ) |
Convertible Note, Term Debt and
Convertible Note, Term Debt and Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note, Term Debt and Long-Term Debt | Note 8 – Convertible Note, Term Debt and Long-Term Debt On July 16, 2021 (the “Effective Date”), the Company entered into a loan facility (the “Kreos Loan Agreement”) with Kreos Capital VI (Expert Fund) LP (the “Lender”). Under the Kreos Loan Agreement, the Lender will provide the Company with access to term loans in an aggregate principal amount of up to $ 12,000 4,000 5,000 3,000 The Convertible Note and Tranche B were funded on the Effective Date. As of December 31, 2021 , the Company drew down the full $ 3,000 The Convertible Note requires forty-eight monthly interest only payments at 7.75% 28 7.75 In connection with the Kreos Loan Agreement, the Company also issued to the Lender a warrant (“Warrant”), dated July 16, 2021, to purchase up to 9,547 20.948 The Company treated Tranche A, Tranche B and Tranche C, and the Warrant as three separate freestanding financial instruments with the proceeds received in connection with the transaction allocated amongst the instruments based on relative fair value. The proceeds received in connection with the transaction allocated amongst the instruments based on relative fair value resulted in $ 165 845 165 540 274 There is also an end of loan payment of $ 140 845 Subsequent to the issuance of the consolidated financial statements for the year ended December 31, 2021, the Company identified that the current portion of long-term debt was incorrectly classified as non-current on the balance sheet as of December 31, 2021. Management evaluated this misstatement and concluded it was not material to the financial statements and therefore, the Company elected to correct the current portion of long-term debt as of December 31, 2021 in these consolidated financial statements for comparative purposes. For the year ended December 31, 2022, interest expense for the Loan was as follows: Schedule of Interest Expense for Loan Year Ended December 31, 2022 2021 Contractual interest expense $ 1,001 $ 362 Amortization of debt issuance costs 330 91 Total interest expense $ 1,331 $ 453 Future principal payments under the Convertible Note as of December 31, 2022 are as follows: Schedule of Future Principal Payments Years Ending December 31, Amount 2023 $ - 2024 - 2025 4,000 Total future principal payments 4,000 End of loan payments 140 Less unamortized debt issuance costs (108 ) Less unamortized debt issuance costs of non-current portion long-term debt Total balance $ 3,892 Future principal payments under the Term Debt as of December 31, 2022 are as follows: Years Ending December 31, Amount 2023 $ 2,714 2024 2,983 2025 1,601 Total future principal payments 7,298 End of loan payments 140 Less unamortized debt issuance costs of current portion of long-term debt (182 ) Less unamortized debt issuance costs of non-current portion long-term debt (135 ) Total balance $ 7,121 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Royalties to the IIA The Company has received grants from the Government of the State of Israel through the Israeli National Authority for Technical Innovation (the “IIA”) for the financing of a portion of its research and development expenditures. The total amount that was received and recorded between the periods ending December 31, 2011 through 2016 was $ 1,332 No 1,426 1,419 4% Repayment of the grants is contingent upon the Company’s ongoing commercialization and generation of sales, which is subject to significant risk and uncertainty. The Company has no obligation to repay these grants if no significant sales are generated. The Company has recorded an immaterial expense for the years ended December 31, 2022 and 2021, and an immaterial liability at December 31, 2022 and 2021. Royalty Payment Rights on Royalty Payment Rights Certificates The Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”), establishing the rights and preferences of the holders of the Series A Convertible Preferred Stock, including certain directors and officers of the Company (the “Royalty Payment Rights”). As set forth in the Certificate of Designation, the Royalty Payment Rights initially entitled the holders in aggregate, to a royalty in an amount of: ● 3% ● 5% In addition, in connection with completion of the 2017 Private Placement, the Company issued the placement agent royalty payment rights certificates (the “Placement Agent Royalty Payment Rights Certificates”) which grants the placement agent, and its designees, the right to receive, in the aggregate, 10% The Royalty Payment Rights Certificate obligation and Placement Agent Royalty Payment Rights Certificate obligation (the “Contingent Royalty Obligation”) was recorded as a liability at fair value as “Contingent royalty obligation” in the consolidated balance sheets at December 31, 2022 and 2021 (see Contingent Royalty Obligation below). The fair value at inception was allocated to the royalty rights and the residual value was allocated to the preferred shares and recorded as equity. The Company amended its Certificate of Designation to modify the Royalty Payment Rights when the Company consummated its Initial Public Offering (“IPO”) on February 16, 2018, at which time the Company converted the Series A Convertible Preferred Stock into shares of the Company’s common stock and issued the Royalty Payment Rights Certificates. Pursuant to the terms of the Royalty Payment Rights Certificates, if and when the Company generates sales of the current and potential future versions of the Pure-Vu System, including disposables, parts, and services, or if the Company receives any proceeds from the licensing of the current and potential future versions of the Pure-Vu System, then the Company will pay to the holders of the Royalty Payment Rights Certificates a royalty (the “Royalty Amount”) equal to, in the aggregate, in royalty payments in any calendar year for all products: ● 3% ● 5% * Notwithstanding the foregoing, with respect to Net Sales based Royalty Amounts, (a) no Net Sales based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Net Sales equal to $ 20,000 30,000 ** Notwithstanding the foregoing, with respect to Licensing Proceeds based Royalty Amounts, (a) no Licensing Proceeds based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Licensing Proceeds equal to $ 3,500 30,000 The Royalty Amount will be payable up to the later of (i) the latest expiration date of the Company’s patents issued as of December 22, 2016, or (ii) the latest expiration date of any pending patents as of December 22, 2016 that have since been issued or may be issued in the future (which is currently March 2039 jx). Following the expiration of all such patents, the holders of the Royalty Payment Rights Certificates and the holders of the Placement Agent Royalty Payment Rights Certificates will no longer be entitled to any further royalties for any period following the latest to occur of such patent expiration. On February 16, 2018, the date of the closing of the IPO, (1) the amendment to the Certificate of Designation became effective, (2) all outstanding shares of Series A Convertible Preferred Stock were converted into shares of the Company’s common stock pursuant to a mandatory conversion, and (3) the Royalty Payment Rights Certificates were issued to the former holders of the Series A Convertible Preferred Stock. Contingent Royalty Obligation The contingent royalty obligation was recorded as a non-current liability at fair value in the consolidated balance sheets at December 31, 2022 and 2021 in the amount of $ 1,212 1,760 548 143 Other Commitments and Contingencies The Company has a severance contingency for severance payments to its CEO, COO, and CFO in the aggregate of approximately $ 1,408 Manufacturing Component Purchase Obligations The Company utilizes two outsourcing partners to manufacture its workstation and disposable portions of the Pure-Vu System, and to perform final assembly and testing of finished products. These outsourcing partners acquire components and build product based on demand information supplied by the Company. As of December 31, 2022, the Company expects to pay $ 41 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions Shared Space Agreement In January 2020, the Company entered into a license agreement (the “Shared Space Agreement”) with Orchestra BioMed, Inc. (OBIO), formerly a greater than 5% 212 270 242 189 |
Share-based compensation and Co
Share-based compensation and Common Stock Issuance | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation and Common Stock Issuance | Note 11 – Share-based compensation and Common Stock Issuance The following table sets forth total non-cash share-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit awards by operating statement classification for the years ended December 31, 2022 and 2021: Schedule of Stock-based Compensation 2022 2021 Year ended December 31, 2022 2021 Research and development $ 388 $ 575 Sales and marketing 238 353 General and administrative 1,183 2,544 Total $ 1,809 $ 3,472 For the year ended December 31, 2022 and 2021, the Company recorded $ 1,145 2,270 As of December 31, 2022, unamortized share-based compensation for stock options was $ 964 0.87 For the year ended December 31, 2022 and 2021, the Company recorded $ 57 and $ 335 , respectively, for share-based compensation expense related to warrants. For the year ended December 31, 2022 and 2021, the Company recorded $ 607 867 As of December 31, 2022, unamortized stock compensation for restricted stock units was $ 308 0.81 Stock option and warrant activity In December 2016, the Company adopted the Motus GI Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the 2016 Plan, the Company’s board of directors may grant options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards to employees, officers, directors, consultants and advisors. Pursuant to the terms of an annual evergreen provision in the 2016 Plan, the number of shares of common stock available for issuance under the 2016 Plan shall increase annually by six percent ( 6% 279,586 804,371 15,165 A summary of the Company’s stock option and warrant activity is as follows: Schedule of Stock option and Warrants Options Warrants Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Average Intrinsic Value Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Average Intrinsic Value Outstanding at December 31, 2020 251,419 $ 60.00 7.96 $ - 852,820 $ 37.20 5.78 $ - Granted 64,675 $ 32.80 326,548 $ 41.40 Forfeited (8,502 ) $ 68.60 (45,758 ) $ 100.00 Exercised (713,363 ) $ 24.80 - $ - Outstanding at December 31, 2021 307,592 $ 54.10 7.45 $ - 420,247 $ 54.76 3.40 $ - Granted 102,997 $ 8.73 6,000 $ 10.00 Expired (6,597 ) $ 64.24 (26,986 ) $ 101.13 Cancelled - $ - (6,000 ) $ 56.60 Forfeited (3,855 ) $ 11.48 - $ - Outstanding at December 31, 2022 400,137 $ 42.69 7.21 $ - 393,261 $ 50.86 2.66 $ - Exercisable at December 31, 2022 294,152 $ 52.77 393,261 $ 50.86 The options granted during the years ended December 31, 2022 and 2021 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: Schedule of Option Pricing Model Using Weighted Average Assumptions For the year ended December 31, 2022 2021 Expected term, in years 5.8 5.8 Expected volatility 99.21 % 106.24 % Risk-free interest rate 2.10 % 0.77 % Dividend yield - - The grant date fair value for stock options issued during the years ended December 31, 2022 and 2021 were $ 8.62 26.4 Restricted Stock Units A summary of the Company’s restricted stock unit awards activity is as follows: Schedule of Restricted Stock Unit Awards Activity Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2020 16,891 $ 62.00 Granted 21,300 34.20 Vested (12,071 ) 48.40 Nonvested at December 31, 2021 25,120 $ 44.77 Granted 18,250 9.07 Vested (23,092 ) 39.53 Nonvested at December 31, 2022 20,278 $ 18.62 As of December 31, 2021, there were 3,138 Issuance of Warrants to Purchase Common Stock In February 2020, the Company entered into a services agreement whereby it agreed to issue warrants to purchase 6,000 56.60 6,000 10 0.38 0.91 1.62 81.97 0 26 Issuance of Common Stock On January 5, 2022, non-employee members of the Board of Directors were granted an aggregate of 24,458 9.60 235 235 177 In March 2021, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), under which we may offer and sell from time to time common shares having an aggregate offering price of up to $ 25.0 2.2 9.9 0.4 119,104 118.0 4.0 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the gross deferred tax asset, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company had deferred tax assets of approximately $ 37,400 27,200 37,400 27,200 10,200 Schedule of Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards – Federal and state $ 14,614 $ 5,281 Net operating loss carryforwards – Israel 18,813 19,354 Share-based compensation 1,735 1,732 Capitalized research and development 2,246 218 Accrued liabilities and reserves 681 831 Total deferred tax assets 38,089 27,416 Deferred tax liabilities: Accelerated research and development expense (548 ) - Right of use asset (109 ) (158 ) Other (34 ) (14 ) Total deferred tax liabilities (691 ) (172 ) Net deferred tax assets before valuation allowance 37,398 27,244 Valuation allowance (37,398 ) (27,244 ) Net deferred tax assets after valuation allowance $ - $ - A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2022 and 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation For the Year Ended December 31, 2022 2021 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.6 2.0 U.S. vs. foreign tax rate differential 0.8 0.9 Non-deductible expenses (2.7 ) (1.9 ) Foreign exchange adjustments (10.7 ) 2.5 Change in valuation allowance ( 15.0 ) ( 24.5 ) Effective tax rate - % - % The Company had approximately $ 134,100 119,600 The Tax Cuts and Jobs Act of 2017 (TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning after December 31, 2021. Under the TCJA, the Company must now capitalize the expenditures related to research and development activities and amortize over five years for U.S. activities and 15 years for non-U.S. activities using a mid-year convention. Since this has been the Company’s policy since 2019, the current year capitalization of research and development costs in accordance with IRC 174 was $ 4,900,000 8,800,000 During the year ended December 31, 2021, the Company incurred an ownership change under Internal Revenue Code Section 382, resulting in an annual NOL utilization limitation of approximately $ 3,700 A reconciliation of the Company’s NOLs for the years ended December 31, 2022 and 2021 is as follows: Schedule of Reconciliation of NOL 2022 2021 December 31, 2022 2021 U.S. Federal NOL’s $ 26,875 $ 18,420 U.S. State NOL’s 25,464 17,009 Israel NOL’s 81,794 84,148 Total NOL’s $ 134,133 $ 119,577 The Company’s federal and state NOLs of $ 3,300 25,464 begin to expire after 2036 through 2042 23,575 81,794 38,100 The Company follows guidance on accounting for uncertainty in income taxes which prescribes a minimum threshold a tax position is required to meet before being recognized in the financial statements. The Company does not have any liabilities as of December 31, 2022 and 2021 to account for potential income tax exposure. The Company is obligated to file income tax returns in the U.S. federal jurisdiction, several U.S. States and Israel. Since the Company had losses in the past, all prior years that generated net operating loss carry-forwards are open and subject to audit examination in relation to the net operating loss generated from those years. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events In January 2023 The Company has engaged Lake Street Capital Markets LLC (“Lake Street Capital”) to advise the Company in this process. Potential strategic alternatives that may be considered by the Company are expected to include an acquisition, merger, reverse merger, other business combination, sale of assets, licensing and other strategic transactions. The 1.0 2.0 |
Significant Accounting Polici_2
Significant Accounting Policies and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and use of estimates | Basis of presentation and use of estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board (“FASB”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reverse Stock Split | Reverse Stock Split On July 25, 2022, the Company effected a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio of 1-for-20. Shares of common stock underlying outstanding stock options and other equity instruments convertible into common stock were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split. |
Functional currency and foreign currency translation | Functional currency and foreign currency translation The functional currency of the Company, inclusive of foreign subsidiaries, is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies 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 consolidated statement of comprehensive loss as foreign currency (loss) gain, as appropriate. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments. Concentrations of Credit Risk and Off-balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company’s cash is held in accounts with financial institutions that management believes are creditworthy. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. |
Revenue recognition | Revenue recognition Sales contracts executed for the second generation Pure-Vu System are accounted for in accordance with ASC Topic 606 - Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled to. The Pure-Vu System consists of a Workstation (a “Workstation”) and single use disposable sleeve (a “Disposable”). ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases and collaboration arrangements. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when a performance obligation is satisfied. Commercial placements of the second generation system include the Workstation, sale of the Disposables, and a service plan. The Workstation is operational without any significant customization and modification and the Disposables are specialized consumables that are readily available for purchase from the Company. Therefore, revenue from the sale of a Workstation is recognized after the customer commits to purchase the Workstation and the Workstation is delivered, which is when title is transferred. Disposables are identified as a separate performance obligation, and therefore, revenue from the sale of Disposables is recognized when the Disposables are delivered to the customer and title is transferred. A free one-year service plan is included with the purchase of any second generation Pure-Vu Workstation. An extended service plan with varying support and maintenance of the Workstation is offered for sale after the free one-year service plan period. In the case of the free one-year service plan, a portion of the Workstation sales price is deferred and recognized ratably over the one-year service plan term based upon the relative standalone value. The standalone selling price of the Workstation is set at the beginning of the contract based on observable prices from standalone sales of the Workstation, however, at times, the Company has offered discounts from that price to certain customers. The standalone sales price of the one year service plan is based on the expected costs of replacement parts and direct costs to perform the service plus a standard margin, as set by the Company. The standard margin assumed is consistent with the margin expected in pricing the extended service plan. Revenue for the extended service plans is recognized ratably over the term of the service plan contract period. At times, the Company may include a limited time free trial to potential customers to evaluate the Workstation for a period of up to 6 months and in certain instances extend the period to an aggregate of up to 11 months. The Company considers the 6-11 month usage period as a non-contiguous limited trial period because the total length of the free trial is still less than one year. In scenarios where the Company continues to provide the Workstation to a customer for a usage period of greater than one year, the arrangement falls outside of the scope of ASC 606, as described below. Management does not collect any upfront payments or deposits prior to commencing a free trial period. No revenue is recognized for the Workstation during the duration of a free trial, however, any Disposables purchased by the evaluator are recognized when delivered, as described above. For contracts outside the scope of ASC 606, the Company determines income for proposed supply arrangements under 1) ASC 842 as it pertains to an embedded lease of the Workstation within a proposed supply arrangement and 2) ASC 606 for the sale of the sleeves within the proposed supply arrangement. The Company allocates the transaction price to the performance obligations within the proposed supply arrangements using the total estimated purchases method for both (i) arrangements that contain minimum purchase commitments and (ii) those arrangements that do not contain a minimum purchase commitment, but instead offer a volume discount for purchases that exceed a specified tier. During the year ended December 31, 2022, the Company recognized revenue 592 540 52 391 303 88 During the year ended December 31, 2022, the Company recognized revenue at a point in time of $ 529 63 299 92 |
Contract Costs | Contract Costs Incremental commissions, if applicable, above a base commission level, are paid to sales representatives upon certain eligible sales, which are paid upon execution of the sales agreement. The guidance within ASC 606 provides a practical expedient if the amortization period of the assets that the entity otherwise would have recognized is one year or less. The Company chose to apply the available practical expedient as the commission paid on eligible sales orders relates to the period in which the sales order was fulfilled. For the years ending December 31, 2022 and 2021, incremental commissions paid on eligible sales orders were $ 96 35 |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates for the allowance for doubtful accounts based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers’ ability to pay. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $ 0 |
Inventory | Inventory Inventory is stated at lower of cost and net realizable value using the weighted average cost method and is evaluated at least annually for impairment. The Company records an inventory reserve for losses associated with dated, expired, excess and obsolete items. Reserves and write-downs of inventory is based on management’s current knowledge with respect to inventory levels, planned production, and extension capabilities of materials on hand. A significant change in the timing or level of demand for the Company’s products compared to forecasted amounts may result in recording additional charges for excess and obsolete inventory in the future. The Company records charges for excess and obsolete inventory within cost of revenues. |
Leases | Leases The Company accounts for its leases in accordance with ASC 842, Leases, or ASC 842. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have financing leases. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty of renewal. |
Fixed assets, net | Fixed assets, net Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method, at annual rates reflecting the estimated useful lives of the related assets, as follows: Schedule of Fixed Assets are Stated at Cost Less Accumulated Depreciation Office equipment 5 15 Computers and software 3 5 Machinery 5 10 Lab and medical equipment 3 7 Leasehold improvements Shorter of lease term or useful life |
Share-based compensation | Share-based compensation Employee and Non-Employee Share-Based Compensation The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. The accounting for awards issued to non-employees is similar to the accounting for employee awards, except that: ● the Company may elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and ● the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s consolidated statements of comprehensive loss. The Company recognizes share-based award forfeitures as they occur. The Company estimates the fair value of granted option equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. Restricted Stock Units The Company issues restricted stock units under its 2016 Equity Incentive Plan. The fair value of the restricted stock units is based on the closing stock price on the date of grant and is expensed as operating expense over the period during which the units vest. Each restricted stock unit entitles the grantee to one share of common stock to be received upon vesting up to four years after the grant date. Recipients of restricted stock units have no voting rights until the vesting of the award. |
Basic and diluted net loss per share | Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. The Company recorded a deemed dividend of $ 0 and $ 6,145 for the issuance of warrants during the years ended December 31, 2022 and 2021, respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. |
Research and development expenses | Research and development expenses Research and development expenses are charged to the consolidated statement of comprehensive loss as incurred. |
Patent costs | Patent costs Costs incurred in connection with acquiring patent rights and the protection of proprietary technologies are expensed as incurred. |
Debt issuance costs | Debt issuance costs Debt issuance costs represent the costs associated with the issuance of a debt instrument and are amortized using the effective interest method over the life of the related debt instrument. The Company records debt issuance costs as a debt discount and is a reduction of the carrying amount of the debt liability. |
Liabilities due to termination of employment agreements | Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Motus Ltd. are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by Motus Ltd. on their behalf with insurance companies. Payments in accordance with Article 14 release Motus Ltd. from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. |
Income taxes | Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a quarterly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. There are currently no open Federal or State audits. The Company has not recorded any liability for uncertain tax positions at December 31, 2022 or December 31, 2021. For the years ended December 31, 2022 and 2021, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the years ended December 31, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. |
Fair value of financial instrument | Fair value of financial instrument The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the years ended December 31, 2022 and 2021. |
New Accounting Pronouncements- Recently Adopted | New Accounting Pronouncements- Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements Financial Instruments-Overall |
Accounting Pronouncements- Not Yet Adopted | Accounting Pronouncements- Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Significant Accounting Polici_3
Significant Accounting Policies and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fixed Assets are Stated at Cost Less Accumulated Depreciation | Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method, at annual rates reflecting the estimated useful lives of the related assets, as follows: Schedule of Fixed Assets are Stated at Cost Less Accumulated Depreciation Office equipment 5 15 Computers and software 3 5 Machinery 5 10 Lab and medical equipment 3 7 Leasehold improvements Shorter of lease term or useful life |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | Liabilities measured and recorded at fair value on a recurring basis consisted of the following at December 31, 2022 and December 31, 2021: Schedule of Fair Value of Financial Assets and Liabilities December 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,212 $ 1,212 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,760 $ 1,760 |
Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation | Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of a contingent royalty obligation, during the year ended December 31, 2022 was as follows: Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation Fair Value Balance at December 31, 2021 $ 1,760 Change in estimated fair value of contingent royalty obligation 548 Balance at December 31, 2022 $ 1,212 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory at December 31, 2022 and 2021 consisted of the following: Schedule of Inventory 2022 2021 December 31, 2022 2021 Raw materials $ 697 $ 569 Work-in-process 155 - Finished goods 548 292 Inventory reserve (401 ) (365 ) Inventory, net $ 999 $ 496 Inventory, current $ 488 $ 496 Inventory, non-current $ 511 $ - |
Fixed assets, net (Tables)
Fixed assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets Net | Fixed assets, net, consists of the following: Schedule of Fixed Assets Net 2022 2021 December 31, 2022 2021 Office equipment $ 171 $ 171 Computers and software 321 305 Machinery 1,049 807 Lab and medical equipment 1,477 1,342 Leasehold improvements 200 193 Total 3,218 2,818 Less accumulated depreciation and amortization (1,893 ) (1,390 ) Fixed assets, net $ 1,325 $ 1,428 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Lease Cost and Supplemental Balance Sheet Information | The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows: Schedule of Lease Cost and Supplemental Balance Sheet Information 2022 2021 Year Ended December 31, 2022 2021 Lease Cost Operating lease cost, net of related party license fee $ 92 $ 139 Variable lease cost 120 119 Total lease cost $ 212 $ 258 As of December 31, 2022 2021 Assets Operating lease, right-of-use asset $ 428 $ 687 Liabilities Current Operating lease liabilities $ 245 $ 307 Non-current Operating lease liabilities, net of current portion 178 385 Total lease liabilities $ 423 $ 692 Other information: Weighted average remaining lease term - operating leases 1.79 2.49 Weighted-average discount rate - operating leases 7.36 % 7.66 % |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 were as follows: Schedule of Future Minimum Lease Payments for Operating Leases Year Ended December 31, Amount 2023 $ 266 2024 176 2025 7 Total future minimum lease payments 449 Imputed interest (26 ) Total liability $ 423 |
Schedule of Measurement of Lease Liability | The following table summarizes the cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2022 and 2021: Schedule of Measurement of Lease Liability 2022 2021 Years Ended December 31, 2022 2021 Cash paid for amounts included in measurement of lease liabilities: $ (342 ) $ (324 ) |
Convertible Note, Term Debt a_2
Convertible Note, Term Debt and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense for Loan | For the year ended December 31, 2022, interest expense for the Loan was as follows: Schedule of Interest Expense for Loan Year Ended December 31, 2022 2021 Contractual interest expense $ 1,001 $ 362 Amortization of debt issuance costs 330 91 Total interest expense $ 1,331 $ 453 |
Schedule of Future Principal Payments | Future principal payments under the Convertible Note as of December 31, 2022 are as follows: Schedule of Future Principal Payments Years Ending December 31, Amount 2023 $ - 2024 - 2025 4,000 Total future principal payments 4,000 End of loan payments 140 Less unamortized debt issuance costs (108 ) Less unamortized debt issuance costs of non-current portion long-term debt Total balance $ 3,892 Future principal payments under the Term Debt as of December 31, 2022 are as follows: Years Ending December 31, Amount 2023 $ 2,714 2024 2,983 2025 1,601 Total future principal payments 7,298 End of loan payments 140 Less unamortized debt issuance costs of current portion of long-term debt (182 ) Less unamortized debt issuance costs of non-current portion long-term debt (135 ) Total balance $ 7,121 |
Share-based compensation and _2
Share-based compensation and Common Stock Issuance (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation | The following table sets forth total non-cash share-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit awards by operating statement classification for the years ended December 31, 2022 and 2021: Schedule of Stock-based Compensation 2022 2021 Year ended December 31, 2022 2021 Research and development $ 388 $ 575 Sales and marketing 238 353 General and administrative 1,183 2,544 Total $ 1,809 $ 3,472 |
Schedule of Stock option and Warrants | A summary of the Company’s stock option and warrant activity is as follows: Schedule of Stock option and Warrants Options Warrants Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Average Intrinsic Value Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Average Intrinsic Value Outstanding at December 31, 2020 251,419 $ 60.00 7.96 $ - 852,820 $ 37.20 5.78 $ - Granted 64,675 $ 32.80 326,548 $ 41.40 Forfeited (8,502 ) $ 68.60 (45,758 ) $ 100.00 Exercised (713,363 ) $ 24.80 - $ - Outstanding at December 31, 2021 307,592 $ 54.10 7.45 $ - 420,247 $ 54.76 3.40 $ - Granted 102,997 $ 8.73 6,000 $ 10.00 Expired (6,597 ) $ 64.24 (26,986 ) $ 101.13 Cancelled - $ - (6,000 ) $ 56.60 Forfeited (3,855 ) $ 11.48 - $ - Outstanding at December 31, 2022 400,137 $ 42.69 7.21 $ - 393,261 $ 50.86 2.66 $ - Exercisable at December 31, 2022 294,152 $ 52.77 393,261 $ 50.86 |
Schedule of Option Pricing Model Using Weighted Average Assumptions | The options granted during the years ended December 31, 2022 and 2021 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: Schedule of Option Pricing Model Using Weighted Average Assumptions For the year ended December 31, 2022 2021 Expected term, in years 5.8 5.8 Expected volatility 99.21 % 106.24 % Risk-free interest rate 2.10 % 0.77 % Dividend yield - - |
Schedule of Restricted Stock Unit Awards Activity | A summary of the Company’s restricted stock unit awards activity is as follows: Schedule of Restricted Stock Unit Awards Activity Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2020 16,891 $ 62.00 Granted 21,300 34.20 Vested (12,071 ) 48.40 Nonvested at December 31, 2021 25,120 $ 44.77 Granted 18,250 9.07 Vested (23,092 ) 39.53 Nonvested at December 31, 2022 20,278 $ 18.62 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards – Federal and state $ 14,614 $ 5,281 Net operating loss carryforwards – Israel 18,813 19,354 Share-based compensation 1,735 1,732 Capitalized research and development 2,246 218 Accrued liabilities and reserves 681 831 Total deferred tax assets 38,089 27,416 Deferred tax liabilities: Accelerated research and development expense (548 ) - Right of use asset (109 ) (158 ) Other (34 ) (14 ) Total deferred tax liabilities (691 ) (172 ) Net deferred tax assets before valuation allowance 37,398 27,244 Valuation allowance (37,398 ) (27,244 ) Net deferred tax assets after valuation allowance $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2022 and 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation For the Year Ended December 31, 2022 2021 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.6 2.0 U.S. vs. foreign tax rate differential 0.8 0.9 Non-deductible expenses (2.7 ) (1.9 ) Foreign exchange adjustments (10.7 ) 2.5 Change in valuation allowance ( 15.0 ) ( 24.5 ) Effective tax rate - % - % |
Schedule of Reconciliation of NOL | A reconciliation of the Company’s NOLs for the years ended December 31, 2022 and 2021 is as follows: Schedule of Reconciliation of NOL 2022 2021 December 31, 2022 2021 U.S. Federal NOL’s $ 26,875 $ 18,420 U.S. State NOL’s 25,464 17,009 Israel NOL’s 81,794 84,148 Total NOL’s $ 134,133 $ 119,577 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 18,597 | $ 19,033 |
Cash and cash equivalents | 14,042 | 22,563 |
Accumulated deficit | $ 141,351 | $ 122,754 |
Schedule of Fixed Assets are St
Schedule of Fixed Assets are Stated at Cost Less Accumulated Depreciation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 15 years |
Computers and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Computers and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Machinery [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Machinery [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 10 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful lies, description | Shorter of lease term or useful life |
Significant Accounting Polici_4
Significant Accounting Policies and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Operating Lease, Lease Income | $ 52 | $ 88 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue recognized | Revenue recognized |
Revenue recognized | $ 592 | $ 391 |
Revenue recognized in accordance with ASC 606 | 540 | 303 |
Revenue recognized in accordance with ASC 842 | 52 | 88 |
Commissions paid | 96 | 35 |
Allowance for doubtful accounts | 0 | 0 |
New Warrants [Member] | ||
Disaggregation of Revenue [Line Items] | ||
[custom:DeemedDividend] | 0 | 6,145 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 529 | 299 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 63 | $ 92 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities (Details) - Contingent Royalty Obligation [Member] - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | $ 1,212 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | $ 1,212 | $ 1,760 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at December 31, 2021 | $ 1,760 |
Change in estimated fair value of contingent royalty obligation | 548 |
Balance at December 31, 2022 | $ 1,212 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the liability, description | the Company recalculated the fair value of the liability by applying a +/- 2% change to the input variable in the discounted cash flow model; the discount rate. A 2% decrease in the discount rate would increase the liability by approximately $126 and a 2% increase in the discount rate would decrease the liability by approximately $112. | |
Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Increase (decrease) in discount rate | 23% | 21% |
Royalty payment, percentage | 3% | 3% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 697 | $ 569 |
Work-in-process | 155 | |
Finished goods | 548 | 292 |
Inventory reserve | (401) | (365) |
Inventory, net | 999 | 496 |
Inventory, current | 488 | 496 |
Inventory, non-current | $ 511 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Impairment of inventory | $ 598 | $ 443 |
Schedule of Fixed Assets Net (D
Schedule of Fixed Assets Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,218 | $ 2,818 |
Less accumulated depreciation and amortization | (1,893) | (1,390) |
Fixed assets, net | 1,325 | 1,428 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 171 | 171 |
Computers and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 321 | 305 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,049 | 807 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,477 | 1,342 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 200 | $ 193 |
Fixed assets, net (Details Narr
Fixed assets, net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 510 | $ 439 |
Impairment of fixed assets | $ 46 |
Schedule of Lease Cost and Supp
Schedule of Lease Cost and Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost, net of related party license fee | $ 92 | $ 139 |
Variable lease cost | 120 | 119 |
Total lease cost | 212 | 258 |
Operating lease, right-of-use- asset | 428 | 687 |
Operating lease liabilities, current | 245 | 307 |
Operating lease liabilities, net of current portion | 178 | 385 |
Total lease liabilities | $ 423 | $ 692 |
Weighted average remaining lease term - operating leases | 1 year 9 months 14 days | 2 years 5 months 26 days |
Weighted-average discount rate - operating leases | 7.36% | 7.66% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2023 | $ 266 | |
2024 | 176 | |
2025 | 7 | |
Total future minimum lease payments | 449 | |
Imputed interest | (26) | |
Total liability | $ 423 | $ 692 |
Schedule of Measurement of Leas
Schedule of Measurement of Lease Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Cash paid for amounts included in measurement of lease liabilities: | $ (342) | $ (324) |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Description of lease term option to extend | Certain operating leases include escalation clauses and some of which may include options to extend the leases for up to 3 years. | |
Operating lease, expense | $ 212 | $ 258 |
License fees | $ 242 | $ 189 |
Office [Member] | Fort Lauderdale [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Operating lease, description | The term expires November 2024. The annual base rent is subject to annual increases of 2.75%. | |
Office [Member] | ISRAEL | ||
Property, Plant and Equipment [Line Items] | ||
Operating lease, description | The term expired on December 31, 2022. The Company entered into a new tenancy contract with the facility for a period of twelve months from January 1, 2023 to December 31, 2023. | |
Operating lease expiration date | Dec. 31, 2022 |
Schedule of Interest Expense fo
Schedule of Interest Expense for Loan (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Disclosure [Abstract] | |
Contractual interest expense | $ 1,001 |
Amortization of debt issuance costs | 330 |
Total interest expense | $ 1,331 |
Schedule of Future Principal Pa
Schedule of Future Principal Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-Term Debt [Member] | |
Debt Instrument [Line Items] | |
2023 | $ 2,714 |
2024 | 2,983 |
2025 | 1,601 |
Total future principal payments | 7,298 |
End of loan payments | 140 |
Less unamortized debt issuance costs of current portion of long-term debt | (182) |
Less unamortized debt issuance costs of non-current portion long-term debt | (135) |
Total balance | 7,121 |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
2023 | |
2024 | |
2025 | 4,000 |
Total future principal payments | 4,000 |
Less unamortized debt issuance costs of current portion of long-term debt | (108) |
Total balance | $ 3,892 |
Convertible Note, Term Debt a_3
Convertible Note, Term Debt and Long-Term Debt (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments of debt issuance costs | $ 563,000 | ||
Long term debt | $ 2,532,000 | 431,000 | |
Tranche C [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, periodic payment, principal | $ 3,000,000 | 3,000,000 | |
Kreos Loan Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, periodic payment, principal | $ 12,000,000 | ||
Debt instrument, interest rate | 7.75% | ||
Debt instrument, convertible, conversion price | $ 28 | ||
Warrant issued to purchase common shares | 9,547 | ||
Exercise price | $ 20.948 | ||
Fair value of warrant | $ 165 | ||
Advance payment | 845,000 | $ 845,000 | |
Payments of debt issuance costs | 540,000 | ||
Advance payments for debt discount | 274,000 | ||
Long term debt | 140,000 | ||
Kreos Loan Agreement [Member] | Warrant [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Advance payment | $ 165,000 | ||
Kreos Loan Agreement [Member] | Tranche A [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, periodic payment, principal | $ 4,000,000 | ||
Kreos Loan Agreement [Member] | Tranche B [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, periodic payment, principal | $ 5,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | 60 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | |
Product Liability Contingency [Line Items] | |||
Royalty received | $ 30,000 | $ 1,332 | |
LIBOR interest rate | $ 1,426 | $ 1,419 | |
Royalties percentage | 4% | ||
Net sales percentage | 3% | ||
Licensing percentage | 5% | ||
Contingent royalty obligation | $ 1,212 | 1,760 | |
Gain on change in fair value of contingent royalty obligation | 548 | 143 | |
Severance payments | 1,408 | ||
Manufacturing Costs | 41 | ||
Royalty [Member] | |||
Product Liability Contingency [Line Items] | |||
Royalties income | 20,000 | ||
Proceeds from licensing based royalty amounts | $ 3,500 | ||
Series A Preferred Stock [Member] | |||
Product Liability Contingency [Line Items] | |||
Percentage of payment amount | 10% | ||
Private Placement [Member] | |||
Product Liability Contingency [Line Items] | |||
Net sales percentage | 3% | ||
Licensing percentage | 5% | ||
Royalty Payment Rights Certificates [Member] | |||
Product Liability Contingency [Line Items] | |||
Description of royalty payment | the Royalty Payment Rights initially entitled the holders in aggregate, to a royalty in an amount of: | ||
Israeli National Authority For Technical Innovation [Member] | |||
Product Liability Contingency [Line Items] | |||
Royalty received | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2020 | |
License fee | $ 242 | $ 189 | |
Minimum [Member] | |||
License fee | 212 | ||
Maximum [Member] | |||
License fee | $ 270 | ||
Shared Space Agreements [Member] | Orchestra Bio Med Inc [Member] | |||
Ownership percentage | 5% |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 1,809 | $ 3,472 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 388 | 575 |
Selling, General and Administrative Expenses [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 238 | 353 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 1,183 | $ 2,544 |
Schedule of Stock option and Wa
Schedule of Stock option and Warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | |||
Shares underlying options, forfeited | (26) | ||
Warrant [Member] | |||
Offsetting Assets [Line Items] | |||
Shares Underlying Warrants, outstanding beginning | 420,247 | 852,820 | |
Weighted Average Exercise Price, outstanding beginning | $ 54.76 | $ 37.20 | |
Weighted Average Remaining Contractual Life, outstanding | 2 years 7 months 28 days | 3 years 4 months 24 days | 5 years 9 months 10 days |
Aggregate Intrinsic Value, outstanding beginning | |||
Shares Underlying Warrants, granted | 6,000 | 326,548 | |
Weighted Average Exercise Price, granted | $ 10 | $ 41.40 | |
Shares Underlying Warrants, forfeited | (45,758) | ||
Weighted Average Exercise Price, forfeited | $ 100 | ||
Shares Underlying Warrants, exercised | |||
Weighted Average Exercise Price, exercised | |||
Shares Underlying Warrants, expired | (26,986) | ||
Weighted Average Exercise Price, expired | $ 101.13 | ||
Shares Underlying Warrants, cancelled | (6,000) | ||
Weighted Average Exercise Price, cancelled | $ 56.60 | ||
Shares Underlying Warrants, outstanding ending | 393,261 | 420,247 | 852,820 |
Weighted Average Exercise Price, outstanding ending | $ 50.86 | $ 54.76 | $ 37.20 |
Aggregate Intrinsic Value, outstanding ending | |||
Shares Underlying Warrants, exercisable | 393,261 | ||
Weighted Average Exercise Price, exercisable | $ 50.86 | ||
Equity Option [Member] | |||
Offsetting Assets [Line Items] | |||
Shares underlying options, outstanding beginning | 307,592 | 251,419 | |
Weighted average exercise price, outstanding beginning | $ 54.10 | $ 60 | |
Weighted average remaining contractual life, outstanding | 7 years 2 months 15 days | 7 years 5 months 12 days | 7 years 11 months 15 days |
Aggregate intrinsic value, outstanding beginning | |||
Shares underlying options, granted | 102,997 | 64,675 | |
Weighted average exercise price, granted | $ 8.73 | $ 32.80 | |
Shares underlying options, forfeited | (3,855) | (8,502) | |
Weighted average exercise price, forfeited | $ 11.48 | $ 68.60 | |
Shares underlying options, exercised | (713,363) | ||
Weighted average exercise price, exercised | $ 24.80 | ||
Shares underlying options, expired | (6,597) | ||
Weighted average exercise price, expired | $ 64.24 | ||
Shares underlying options, cancelled | |||
Weighted average exercise price, cancelled | |||
Shares underlying options, outstanding ending | 400,137 | 307,592 | 251,419 |
Weighted average exercise price, outstanding ending | $ 42.69 | $ 54.10 | $ 60 |
Aggregate intrinsic value, outstanding ending | |||
Shares underlying options, exercisable | 294,152 | ||
Weighted average exercise price, exercisable | $ 52.77 |
Schedule of Option Pricing Mode
Schedule of Option Pricing Model Using Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected term, in years | 5 years 9 months 18 days | 5 years 9 months 18 days |
Expected volatility | 99.21% | 106.24% |
Risk-free interest rate | 2.10% | 0.77% |
Dividend yield |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Awards Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, nonvested beginning | 25,120 | 16,891 |
Aggregate weighted average grant date fair value, nonvested beginning | $ 44.77 | $ 62 |
Number of Shares, nonvested granted | 18,250 | 21,300 |
Aggregate weighted average grant date fair value, nonvested granted | $ 9.07 | $ 34.20 |
Number of Shares, nonvested vested | (23,092) | (12,071) |
Aggregate weighted average grant date fair value, nonvested vested | $ 39.53 | $ 48.40 |
Number of Shares, nonvested ending | 20,278 | 25,120 |
Aggregate weighted average grant date fair value, nonvested ending | $ 18.62 | $ 44.77 |
Share-based compensation and _3
Share-based compensation and Common Stock Issuance (Details Narrative) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 05, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2016 | Mar. 14, 2023 USD ($) shares | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jan. 01, 2022 shares | Feb. 29, 2020 $ / shares shares | Feb. 06, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Grant date fair value | $ / shares | $ 8.62 | $ 26.4 | ||||||||
Share based compnesation plan modification, incremental cost | shares | 26 | |||||||||
Proceeds from common stock | $ 10,252,000 | $ 1,900,000 | ||||||||
Non Employee [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share based compensation options, grants | shares | 24,458 | |||||||||
Fair value of common stock | $ / shares | $ 9.60 | |||||||||
Cash compensation | $ 235 | |||||||||
Expense for director services | $ 235 | 177 | ||||||||
Services Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Warrants exercise price | $ / shares | $ 10 | |||||||||
Services Agreement [Member] | Warrants [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Warrants to purchase of common stock | shares | 6,000 | |||||||||
Warrants exercise price | $ / shares | $ 56.60 | |||||||||
Services Agreement [Member] | Replacement Warrants [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Warrants to purchase of common stock | shares | 6,000 | |||||||||
Equity Distribution Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of common stock sold, shares | shares | 119,104 | 2,200,000 | ||||||||
Proceeds from common stock | $ 118,000 | $ 9,900,000 | ||||||||
Proceeds from net of issuance costs | $ 4,000 | $ 400,000 | ||||||||
Maximum [Member] | Equity Distribution Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Aggregate of offering cost | $ 25,000,000 | |||||||||
2016 Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock available for future grant | shares | 15,165 | 279,586 | ||||||||
2016 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock available for future grant | shares | 804,371 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share-based compensation expenses | $ 607,000 | $ 867,000 | ||||||||
Weighted-average recognition period | 9 months 21 days | |||||||||
Unamortization stock compensation | $ 308,000 | |||||||||
Vested and unissued restricted stock units | shares | 3,138 | |||||||||
Warrant [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share-based compensation expenses | 57,000 | $ 335,000 | ||||||||
Share Price | $ / shares | $ 0.38 | |||||||||
Warrants and Rights Outstanding, Term | 1 year 7 months 13 days | |||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.91 | |||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Warrants and Rights Outstanding, Measurement Input | 81.97 | |||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||||||||
Common Stock [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock percentage | 6% | |||||||||
Equity Option [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share-based compensation expenses | 1,145,000 | $ 2,270,000 | ||||||||
Stock based compensation for stock options | $ 964,000 | |||||||||
Weighted-average recognition period | 10 months 13 days | |||||||||
Share based compnesation plan modification, incremental cost | shares | 3,855 | 8,502 | ||||||||
Share based compensation options, grants | shares | 102,997 | 64,675 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards – Federal and state | $ 14,614 | $ 5,281 |
Net operating loss carryforwards – Israel | 18,813 | 19,354 |
Share-based compensation | 1,735 | 1,732 |
Capitalized research and development | 2,246 | 218 |
Accrued liabilities and reserves | 681 | 831 |
Total deferred tax assets | 38,089 | 27,416 |
Accelerated research and development expense | (548) | |
Right of use asset | (109) | (158) |
Other | (34) | (14) |
Total deferred tax liabilities | (691) | (172) |
Net deferred tax assets before valuation allowance | 37,398 | 27,244 |
Valuation allowance | (37,398) | (27,244) |
Net deferred tax assets after valuation allowance |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 21% | 21% |
State income taxes, net of federal benefit | 6.60% | 2% |
U.S. vs. foreign tax rate differential | 0.80% | 0.90% |
Non-deductible expenses | (2.70%) | (1.90%) |
Foreign exchange adjustments | (10.70%) | 2.50% |
Change in valuation allowance | 15% | 24.50% |
Effective tax rate |
Schedule of Reconciliation of N
Schedule of Reconciliation of NOL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal NOL’s | $ 26,875 | $ 18,420 |
U.S. State NOL’s | 25,464 | 17,009 |
Israel NOL’s | 81,794 | 84,148 |
Total NOL’s | $ 134,133 | $ 119,577 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets | $ 37,398,000 | $ 27,244,000 | |
Deferred tax assets valuation allowance | 37,398,000 | 27,244,000 | |
Valuation allowance | 10,200,000 | ||
Operating loss | 134,100,000 | 119,600,000 | |
Research and development costs | 4,900,000 | ||
Accumulated gross amount | 8,800,000 | ||
Operating loss utilization limit | 3,700,000 | ||
Deferred Federal Income Tax Expense (Benefit) | 26,875,000 | 18,420,000 | |
Deferred State and Local Income Tax Expense (Benefit) | $ 25,464,000 | 17,009,000 | |
Expire date, description | begin to expire after 2036 through 2042 | ||
Deferred Foreign Income Tax Expense (Benefit) | $ 81,794,000 | 84,148,000 | |
ISRAEL | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Foreign Income Tax Expense (Benefit) | 81,794,000 | ||
[custom:DeferredForeignIncomeTaxExpenseBenefitAvailableUse] | 38,100,000 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Federal Income Tax Expense (Benefit) | $ 3,300,000 | $ 23,575,000,000 | |
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred State and Local Income Tax Expense (Benefit) | $ 25,464,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Minimum [Member] | |
Subsequent Event [Line Items] | |
Non recurring charges | $ 1 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Non recurring charges | $ 2 |