Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | NANO-X IMAGING LTD |
Trading Symbol | NNOX |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 57,778,628 |
Amendment Flag | false |
Entity Central Index Key | 0001795251 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Large Accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
ICFR Auditor Attestation Flag | true |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39461 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | Ofer Tech Park |
Entity Address, Address Line Two | 94 Shlomo Shmeltzer Road |
Entity Address, City or Town | Petach Tikva |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 4970602 |
Title of 12(b) Security | Ordinary Shares, par value NIS 0.01 per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1309 |
Auditor Name | Kesselman & Kesselman |
Auditor Location | Tel-Aviv, Israel |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | Ofer Tech Park |
Entity Address, Address Line Two | 94 Shlomo Shmeltzer Road |
Entity Address, City or Town | Petach Tikva |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 4970602 |
Contact Personnel Name | Erez Meltzer |
City Area Code | +972 |
Local Phone Number | 03 37359202 |
Contact Personnel Email Address | Erez.m@nanox.vision |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 56,377 | $ 38,463 |
Restricted deposit | 46 | |
Marketable securities | 26,006 | 39,161 |
Accounts receivables net of allowance for credit losses of $55 and $34 as of December 31, 2023 and December 31,2022, respectively. | 1,484 | 977 |
Inventories | 2,356 | |
Prepaid expenses | 1,274 | 2,414 |
Other current assets | 1,092 | 1,446 |
TOTAL CURRENT ASSETS | 88,635 | 82,461 |
NON-CURRENT ASSETS: | ||
Restricted deposit | 327 | 66 |
Property and equipment, net | 42,343 | 43,545 |
Operating lease right-of-use asset | 4,573 | 1,157 |
Marketable securities | 25,198 | |
Intangible assets | 80,607 | 91,219 |
Goodwill | 7,420 | |
Other non-current assets | 2,163 | 2,867 |
TOTAL NON-CURRENT ASSETS | 130,013 | 171,472 |
TOTAL ASSETS | 218,648 | 253,933 |
CURRENT LIABILITIES: | ||
Current maturities of long term loan | 3,490 | |
Accounts payable | 3,303 | 3,619 |
Accrued expenses | 3,920 | 12,240 |
Deferred revenue | 543 | 182 |
Contingent short term earnout liability | 4,250 | |
Current maturities of operating lease liabilities | 861 | 740 |
Other current liabilities | 3,407 | 4,043 |
TOTAL CURRENT LIABILITIES | 15,524 | 25,074 |
NON-CURRENT LIABILITIES: | ||
Non-current operating lease liabilities | 4,045 | 398 |
Long term loan | 3,481 | |
Non-current deferred revenue | 398 | |
Contingent long-term earnout liability | 4,089 | |
Deferred tax liability | 2,953 | 3,330 |
Other long-term liabilities | 612 | 483 |
TOTAL NON-CURRENT LIABILITIES | 7,610 | 12,179 |
TOTAL LIABILITIES | 23,134 | 37,253 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary Shares, par value NIS 0.01 per share 100,000,000 authorized at December 31, 2023 and December 31 2022, 57,778,628 and 55,094,237 issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 165 | 158 |
Additional paid-in capital | 515,887 | 477,953 |
Accumulated other comprehensive loss | (305) | (1,974) |
Accumulated deficit | (320,233) | (259,457) |
TOTAL SHAREHOLDERS’ EQUITY | 195,514 | 216,680 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 218,648 | $ 253,933 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) $ in Thousands | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 ₪ / shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 ₪ / shares |
Statement of Financial Position [Abstract] | ||||
Accounts receivables net, credit losses (in Dollars) | $ | $ 55 | $ 34 | ||
Ordinary Shares, par value (in New Shekels per share) | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | ||
Ordinary shares, shares issued | 57,778,628 | 55,094,237 | ||
Ordinary shares, shares outstanding | 57,778,628 | 55,094,237 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
REVENUE | $ 9,905 | $ 8,578 | $ 1,304 |
COST OF REVENUE | 16,497 | 15,458 | 2,816 |
GROSS LOSS | (6,592) | (6,880) | (1,512) |
OPERATING EXPENSES: | |||
Research and development, net | 26,049 | 26,507 | 17,122 |
Sales and Marketing | 4,168 | 4,376 | 7,033 |
General and administrative | 24,272 | 41,254 | 34,709 |
Goodwill impairment | 7,420 | 50,878 | |
Change in contingent earnout liability | (4,488) | (20,376) | |
Other expenses (income) | (1,424) | 8,191 | 1,182 |
TOTAL OPERATING EXPENSES | 55,997 | 110,830 | 60,046 |
OPERATING LOSS | (62,589) | (117,710) | (61,558) |
REALIZED LOSS FROM SALE OF MARKETABLE SECURITIES | (178) | ||
FINANCIAL INCOME (EXPENSES), net | 1,652 | 789 | (288) |
OPERATING LOSS BEFORE INCOME TAXES | (61,115) | (116,921) | (61,846) |
INCOME TAX BENEFIT | 339 | 3,678 | 48 |
NET LOSS | $ (60,776) | $ (113,243) | $ (61,798) |
BASIC LOSS PER SHARE (in Dollars per share) | $ (1.08) | $ (2.17) | $ (1.28) |
THE WEIGHTED AVERAGE OF THE NUMBER OF ORDINARY SHARES (in thousands) (in Shares) | 56,368 | 52,235 | 48,216 |
NET LOSS | $ (60,776) | $ (113,243) | $ (61,798) |
Other comprehensive loss: | |||
Reclassification of net losses realized in income statement | 178 | ||
Unrealized gain (loss) from marketable securities | 1,491 | (1,367) | (607) |
Total other comprehensive income (loss): | 1,669 | (1,367) | (607) |
TOTAL COMPREHENSIVE LOSS | $ (59,107) | $ (114,610) | $ (62,405) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
DILUTED LOSS PER SHARE (in Dollars per share) | $ (1.08) | $ (2.17) | $ (1.28) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Total | ||
Balance at Dec. 31, 2020 | $ 131 | $ 315,031 | $ (84,416) | $ 230,746 | |||
Balance (in Shares) at Dec. 31, 2020 | 46,100,173 | ||||||
Issuance of ordinary shares upon exercise of warrants | $ 2 | 265 | 267 | ||||
Issuance of ordinary shares upon exercise of warrants (in Shares) | 780,920 | ||||||
Issuance of ordinary shares upon exercise of options | $ 3 | 3,330 | 3,333 | ||||
Issuance of ordinary shares upon exercise of options (in Shares) | 1,099,946 | ||||||
Issuance of ordinary shares due to business combination and assets acquisition | $ 13 | 101,497 | 101,510 | ||||
Issuance of ordinary shares due to business combination and assets acquisition (in Shares) | 3,810,402 | ||||||
Share-based compensation | 18,697 | 18,697 | |||||
Unrealized gain from marketable securities, net | (607) | (607) | |||||
Net loss for the year | (61,798) | (61,798) | |||||
Balance at Dec. 31, 2021 | $ 149 | 438,820 | (607) | (146,214) | 292,148 | ||
Balance (in Shares) at Dec. 31, 2021 | 51,791,441 | ||||||
Issuance of ordinary shares upon exercise of warrants | $ 1 | 369 | 370 | ||||
Issuance of ordinary shares upon exercise of warrants (in Shares) | 192,927 | ||||||
Issuance of ordinary shares in connection with earnout liability | [1] | 953 | 953 | ||||
Issuance of ordinary shares in connection with earnout liability (in Shares) | 89,286 | ||||||
Issuance of ordinary shares under settlement agreement with former shareholders of Nanox AI Ltd. | $ 7 | 18,610 | 18,617 | ||||
Issuance of ordinary shares under settlement agreement with former shareholders of Nanox AI Ltd. (in Shares) | 2,648,424 | ||||||
Issuance of ordinary shares upon exercise of options | $ 1 | 578 | 579 | ||||
Issuance of ordinary shares upon exercise of options (in Shares) | 372,159 | ||||||
Share-based compensation | 18,623 | 18,623 | |||||
Unrealized gain from marketable securities, net | (1,367) | (1,367) | |||||
Net loss for the year | (113,243) | (113,243) | |||||
Balance at Dec. 31, 2022 | $ 158 | 477,953 | (1,974) | (259,457) | $ 216,680 | ||
Balance (in Shares) at Dec. 31, 2022 | 55,094,237 | 55,094,237 | |||||
Issuance of ordinary shares under settlement agreement with former shareholders of Nanox AI Ltd. | $ 1 | 1,560 | $ 1,561 | ||||
Issuance of ordinary shares under settlement agreement with former shareholders of Nanox AI Ltd. (in Shares) | 255,392 | ||||||
Issuance of ordinary shares and warrants, net of issuance expenses | [2] | $ 6 | 27,133 | 27,139 | |||
Issuance of ordinary shares and warrants, net of issuance expenses (in Shares) | [2] | 2,142,858 | |||||
Issuance of ordinary shares upon exercise of RSUs | [1] | ||||||
Issuance of ordinary shares upon exercise of RSUs (in Shares) | 34,750 | ||||||
Reclassification of earn-out liability to equity | 1,500 | 1,500 | |||||
Issuance of ordinary shares upon exercise of options | [1] | 903 | $ 903 | ||||
Issuance of ordinary shares upon exercise of options (in Shares) | 251,391 | 286,141 | |||||
Share-based compensation | 6,838 | $ 6,838 | |||||
Unrealized gain from marketable securities, net | 1,669 | 1,669 | |||||
Net loss for the year | (60,776) | (60,776) | |||||
Balance at Dec. 31, 2023 | $ 165 | $ 515,887 | $ (305) | $ (320,233) | $ 195,514 | ||
Balance (in Shares) at Dec. 31, 2023 | 57,778,628 | 57,778,628 | |||||
[1] Less than $1. Issuance expenses totaled to $2,861 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss for the year | $ (60,776) | $ (113,243) | $ (61,798) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 6,838 | 18,623 | 18,806 |
Amortization of intangible assets | 10,612 | 10,607 | 1,768 |
Impairment of goodwill | 7,420 | 50,878 | |
Change in contingent earnout liability | (4,488) | (20,376) | |
Depreciation | 1,198 | 905 | 524 |
Deferred tax liability, net | (377) | (3,733) | (116) |
Realized loss from sale of marketable securities | 178 | ||
Exchange rate differentials | 69 | (47) | 10 |
Amortization of premium, discount and accrued interest on marketable securities | 735 | 1,398 | (216) |
Impairment of property and equipment | 172 | 214 | |
Loss from disposal of property and equipment | 1,297 | ||
Changes in operating assets and liabilities, net of effects of businesses acquired: | |||
Accounts receivable, net | (507) | 74 | (40) |
Prepaid expenses and other current assets | 1,940 | 1,235 | 1,724 |
Other non-current assets | (251) | (800) | (374) |
Accounts payable | (153) | 469 | 1,721 |
Accrued expenses and other liabilities | (8,956) | 10,410 | (719) |
Operating lease assets and liabilities | 352 | (125) | 23 |
Deferred revenue | (37) | (82) | 179 |
Other long-term liabilities | 129 | 250 | 233 |
Net cash used in operating activities | (44,777) | (43,385) | (38,061) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid for business combinations, net of cash and restricted cash acquired | (2,859) | ||
Investment in restricted deposits | (373) | ||
Proceeds from maturity of marketable securities | 38,287 | 31,241 | 10,986 |
Purchase of marketable securities | (8,454) | (104,043) | |
Proceeds from sale of marketable securities | 822 | 2,754 | |
Purchase of property and equipment | (3,303) | (7,171) | (23,158) |
Investment in equity securities | (1,010) | ||
Net cash provided by (used in) investing activities | 35,433 | 14,606 | (116,320) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from long term loan | 3,796 | ||
Proceeds from issuance of ordinary shares and warrants, net of issuance costs | 27,139 | ||
Repayment of financial liability | (145) | ||
Payment due to settlement of contingent earnout liabilities | (790) | ||
Proceeds from issuance of ordinary shares upon exercise of warrants | 370 | 267 | |
Proceeds from issuance of ordinary shares upon exercise of options | 903 | 579 | 3,316 |
Net cash provided by financing activities | 27,252 | 804 | 7,379 |
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS | (60) | (268) | (10) |
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS | 17,848 | (28,243) | (147,012) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS AT BEGINNING OF THE YEAR | 38,529 | 66,772 | 213,784 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS AT END OF THE YEAR | 56,377 | 38,529 | 66,772 |
SUPPLEMENTARY INFORMATION ON ACTIVITIES INVOLVING CASH FLOWS: | |||
Cash paid for income taxes | 3 | 147 | 7 |
Cash paid for interest | 149 | 90 | 13 |
SUPPLEMENTARY INFORMATION ON ACTIVITIES NOT INVOLVING CASH FLOWS: | |||
Fair value of ordinary shares issued as consideration for purchase of assets | 1,500 | ||
Fair value of ordinary shares issued as consideration for business combinations and achievement of milestones | 100,010 | ||
Issuance of ordinary shares in connection with earnout liability | 1,561 | 953 | |
Issuance of ordinary shares under settlement agreement with former shareholders of Nanox AI Ltd. | 18,617 | ||
Fair value of contingent consideration assumed in business combinations | 47,194 | ||
Fair value of contingent consideration assumed in purchase of assets | 1,091 | ||
Reclassification of earn-out liability to equity | 1,500 | ||
Operating lease liabilities arising from obtaining operating right-of use assets | $ 4,411 | $ 320 | $ 194 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 — GENERAL: a. Nano-X Imaging Ltd, an Israeli Company (hereinafter “the Company” or “Nanox IL”), was incorporated on December 20, 2018 and commenced its operations on September 3, 2019. In August 2020, the Company completed an IPO and its ordinary shares began to trade on Nasdaq with net proceeds received from the IPO of approximately $169 million. On September 19, 2019, Nanox IL established Nanox Imaging Inc. (hereinafter “Nanox Japan”), a wholly owned subsidiary in Japan. On September 25, 2020, Nanox IL established Nano-X Korea Inc. (hereinafter “Nanox Korea”), a wholly owned subsidiary in Korea. On September 30, 2021, Nanox IL established Nanox Imaging Inc. (hereinafter “Nanox U.S.”), a wholly owned subsidiary in the United States. On the same date, Nanox U.S. established Nanox MDW Inc. (hereinafter “Nanox MDW”). On November 2, 2021, Nanox U.S. completed the acquisition of 100% of the shares of USARAD Holdings, Inc. (refer to Note 3). On November 4, 2021, the Company completed the merger with Zebra Medical Vision Ltd (refer to Note 3). The Company, together with its subsidiaries, develops a commercial-grade tomographic imaging device with a digital X-ray source, provides teleradiology services and develops artificial intelligence applications designed to be used in real-world medical imaging applications. The Company’s solution, referred to as the Nanox Multi Source System, has two integrated components – “Nanox.ARC” and “Nanox.CLOUD”. Nanox.ARC is a medical tomographic imaging system incorporating the Company’s novel digital X-ray source. Nanox.CLOUD is a platform which employs a matching engine to match medical images to radiologists, provides image repository, connectivity to diagnostic assistive AI systems, billing and reporting. On April 1, 2021, the Company received clearance from the FDA to market the Company’s Nanox Cart X-Ray System, which is the Company’s Single Source System. On April 28, 2023, the Company received clearance from the FDA to market the Nanox.ARC (including the Nanox.CLOUD) as a stationary X-ray system intended to produce tomographic images of the human musculoskeletal system adjunctive to conventional radiography, on adult patients. This device is intended to be used in professional healthcare facilities or radiological environments, such as hospitals, clinics, imaging centers and other medical practices by trained radiographers, radiologists and physicists. In August 2022, the Company entered into a supply agreement with Re-medi Co Ltd. in order to integrate Remedi’s two-dimensional (“2D”) imaging systems (using traditional X-ray tubes) to the Nanox.CLOUD and the Nanox.MARKETPLACE, creating a mobile 2D X-ray system that enables remote readings of scans with AI-powered imaging analysis and a global teleradiology solution, which is referred to as the “Nanox.CONNECT.” The Company has experienced net losses and negative cash flows from operations since its inception. The Company anticipates such losses will continue until its product candidates reach commercial profitability. On July 26, 2023, the Company raised $30 million in a registered direct offering by selling 2.1 million of the Company’s ordinary shares, together with 5 year warrants to purchase up to 2.1 million ordinary shares with an exercise price of $19.00 per share at a combined purchase price of $14.00 per share. The net proceeds of the offering were approximately $27.1 million Based on the Company’s activities during the year ended December 31, 2023, the Company has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. b. Current Impact of geopolitical tensions and the start of the military conflict between Russia and Ukraine The Company’s business may materially be affected by conditions in the financial markets and economic conditions in the U.S., Europe, Asia and, to a lesser extent, elsewhere in the world. 2023 was characterized by significant volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth and geopolitical uncertainty. Inflation across many key economies reached generational highs, prompting central banks to take monetary policy tightening actions that are likely to create headwinds to economic growth. Continued global supply chain disruption, including due to China’s recurrent restrictions and the ongoing war between Russia and Ukraine, are also contributing to mounting inflationary pressure. In 2022, in the U.S., annual inflation rose to the highest level in over 40 years. Concurrently, Europe experienced high year-over-year inflation. In response to rising inflation, the Federal Reserve raised the federal funds target range and the European Central Bank raised rates. While several key economic factors, including employment, wage growth and household savings, have demonstrated resilience, the U.S. economic contraction in 2023 has opened a debate among economists as to whether the U.S. has entered, or in the near term will enter, a recession. U.S., Israel and global economies and markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. Although the length and impact of the ongoing military conflicts are highly unpredictable, the ongoing conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets. As a result, sanctions and penalties have been levied by the United States, European Union and other countries against Russia. Russian military actions and the resulting sanctions could have a negative impact on supply chains, the Company’s MSaaS agreements relating to Russia and Belarus or the region and adversely affect the global economy and financial markets. Any of the abovementioned factors could affect the Company’s business, prospects, financial condition, and operating results. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. c. The security situation in Israel In October 2023, Israel was attacked by a terrorist organization and entered a state of war. As of the date of these consolidated financial statements, the war in Israel is ongoing and continues to evolve. The Company’s headquarters and several manufacturing and R&D facilities are located in Israel. Currently, such activities in Israel remain largely unaffected. The Company continues to maintain contingency plans with backup manufacturing and assembly locations for key products and components. During the year ended December 31, 2023, the impact of this war on the Company’s results of operations and financial condition was immaterial, but such impact may increase, which could be material, as a result of the continuation, escalation, or expansion of such war. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: a. Basis of presentation The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (hereinafter,“U.S GAAP”) and include the accounts of the Company and of all its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. b. Use of estimates in the preparation of financial statements The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s consolidated financial statements. As applicable to these consolidated financial statements, the most significant estimates relate to goodwill impairment, impairment of long-lives assets, useful lives of intangible assets, income tax, legal and other contingencies and share-based payments. The Company bases its estimates on historical experience, known trends and events and various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. c. Functional currency The U.S. dollar is the currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted. A substantial portion of the revenue and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar (“primary currency”). Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into the primary currency using historical and current exchange rates for nonmonetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from nonmonetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses. d. Business Combinations The Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-controlling interests in the acquired business based on their fair values at the acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The fair value of the consideration transferred may include a combination of cash, equity securities, earn out payments and deferred payments. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of acquisition. The Company records obligations in connection with its business combinations at fair value on the acquisition date. Each reporting period thereafter, the Company revalues earn-out liabilities and records the changes in their fair value in the consolidated statements of operations and comprehensive loss. Changes in the fair value of earn-out liabilities can result from adjustments to the discount rates, the Company’s shares price, sales and profitability targets. This fair value measurement represent Level 3 measurements, as they are based on significant inputs not observable in the market. Significant judgment is required in determining the assumptions utilized as of the acquisition date and for each subsequent period. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated results of operations. e. Cash and cash equivalents Cash equivalents consist of short term deposits and money market funds. The short term deposits are short-term unrestricted highly liquid investments that are readily convertible to cash and with original maturities of three months or less at acquisition. The money market funds consist of institutional investors money market funds and are readily redeemable to cash. f. Marketable Securities All highly liquid investments are classified as marketable securities and have been classified and accounted for as available-for-sale. Investment in securities consists of debt securities classified as available-for-sale and recorded at fair value. The Company classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and its reasonable expectation regarding those securities. Unrealized gains and losses on marketable debt securities classified as available-for-sale are reported net of reclassifications in other comprehensive income/(loss). Premiums and discounts on debt securities are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method. Such amortization and accretion are included in the “Financial income, net” line item in the consolidated statements of operations. g. Inventories: Inventories include raw materials and finished products and are valued at the lower of cost or net realizable value. Costs include materials, labor, external service, and manufacturing overhead. The Company adjusts excess and obsolete inventories to net realizable value and write-downs of excess and obsolete inventories are recorded as a component of cost of revenues. h. Accounts receivables Accounts receivables are presented net of the allowance for expected credit loss and consists of short term receivables that arise in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and typically requires no collateral from its customers. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Changes in the allowance for credit losses are recognized in general and administrative expenses. Accounts receivables are written-off against the allowance for credit losses when management deems the accounts are no longer collectible. i. Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Years Computers and electronic equipment 3-7 Office furniture and lab equipment 5-7 Vehicles 7 Equipment and machinery 5-10 Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. j. i. Intangible Assets, net Goodwill Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates goodwill to its reporting units based on the reporting unit expected to benefit from the business combination. The primary items that generate goodwill include the value of the synergies between the acquired companies and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. ASC 350 allows an entity to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. Examples of events or circumstances that may be indicative of impairment include but are not limited to: macroeconomic and industry conditions, overall financial performance and adverse changes in legal, regulatory, market share and other relevant entity specific events. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill. The Company determines the fair value of its reporting units using a discounted cash flow model, which utilizes key assumptions such as projected revenues, cost of revenues and operating expenses. These assumptions are determined by the Company’s management utilizing its internal operating plan, growth rates for revenues and operating expenses and margin assumptions. An additional key assumption under this approach is the discount rate, based on the weighted average cost of capital, which is adjusted for current risk-free rates of capital, current market interest rates, and the evaluation of a risk premium relevant to the business segment. If the Company’s assumptions relative to revenue growth rates, cost of revenues and operating expenses were to change, the Company’s fair value calculation may change, which could result in impairment. If the Company’s assumptions relative to the discount rate and the evaluation of risk premium growth rates were to change, the Company’s fair value calculation may change, which could result in impairment. The Company uses the income approach to determine the fair value of the reporting units because it considers the anticipated future financial performance of the reporting units. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated results of operations. The Company’s goodwill is tested for impairment at least on an annual basis, on the last day of the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The goodwill is assigned to the reporting units of the AI Solutions segment (which was recorded in the acquisition of Nanox AI) and the Radiology Services segment (which was recorded in the acquisition of USARAD). The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill, to those reporting units. During 2023 and 2022, the Company recognized a goodwill impairment of $7,420 and 50,878 thousand, respectively. As of December 31, 2021, the Company did not determine that it was more likely that not that the fair value of each reporting unit was less than its carrying amount. See note 4. Other Intangible Assets, net Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life. Amortization of radiologist relationships, market platform, developed technology and image big data are recorded under cost of revenues. Amortization of trade names and customer relationships are recorded under sales and marketing expenses. In addition, the amortization period for intangible assets is reassessed and, if necessary, revised. k. Impairment of long-lived assets The Company’s long-lived assets, such as property, plant and equipment and identifiable intangible assets are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators which could trigger an impairment may include, among others, any significant changes in the manner of the Company’s use of the assets or the strategy of the Company’s overall business, certain reorganization initiatives, significant negative industry or economic trends or when the Company concludes that it is more likely than not that an asset will be disposed of or sold. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. This measurement includes significant estimates and assumptions inherent in the estimate of the fair value of identifiable intangible assets and property and equipment such as assumptions associated with forecasting profitability, including operational margins and capital expenditures. Accordingly, changes in the assumptions described above could have a material impact on our consolidated results of operations. An impairment charge in the amount of $172 thousand and $214 thousand was recorded for the years ended December 31, 2022 and 2021, respectively, in relation to the Company’s Property, Plant and Equipment. During 2023, 2022 and 2021, the Company did not record any impairment charge related to its definite life intangible assets. l. Investment in Equity Securities The Company’s investment in equity securities consists of non-marketable equity securities, which is an investment in a privately held company and presented under other non-current assets. The Company’s equity investment does not have a readily determinable fair value. The investment is measured as cost method investment under the measurement alternative prescribed within ASU 2016-01 “Financial Instruments—Recognition and Measurement of Financial Assets and Financial Liabilities” to the extent such an investment is not subject to consolidation or the equity method. Under the measurement alternative, this investment is carried at cost, less any impairment, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The investment is impaired if based on a qualitative assessment of impairment indicators, the fair value of the investment is less than its carrying amount. If considered impaired, the difference between the carrying amount and fair value should be recorded in the consolidated statement of operations. In February 2022, the Company purchased 67,000 common shares of a privately held company for an amount of $1,010 thousand. m. Severance pay Israeli labor law generally requires severance pay be granted upon dismissal of an employee or upon termination of employment under certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the Company’s employees in Israel are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments under Section 14 relieve the Company from any future severance payment obligation with respect to those employees and, as such, the Company may only utilize the insurance policies for the purpose of disbursement of severance pay. As a result, the Company does not recognize an asset nor liability for these employees. In 2023, 2022 and 2021, all of the employees of the Company and its subsidiary in Israel are subject to Section 14 of the Severance Law. Severance pay expenses for 2023, 2022 and 2021 amounted to $1,024 thousand, $1,251 thousand and $846 thousand, respectively. n . Legal and other contingencies Certain conditions, such as legal proceedings, may exist as of the date the consolidated financial statements are issued that may result in a loss to the Company, but that will only be resolved when one or more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management evaluates with its legal advisors the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. Such assessment inherently involves an exercise of judgment. Legal fees are expensed as incurred. Litigation outcomes and contingencies are unpredictable and excessive verdicts can occur. Therefore, the Company’s assessments involve complex judgments concerning future events and often rely heavily on estimates and assumptions. The Company applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. The Company reviews the adequacy of the accruals on a periodic basis and may determine to alter its reserves at any time in the future if the Company believes it would be appropriate to do so. As such accruals are based on management’s judgment as to the probability of losses and, where applicable, actuarially determined estimates, accruals may materially differ from actual verdicts, settlements or other agreements made with regards to such contingencies. If the assessment of a contingency indicates that it is probable that a material loss would be incurred and the amount of the liability can be estimated, then the Company records an accrued expense in the Company’s consolidated financial statements based on its best estimate. Loss contingencies considered to be remote by management are generally not disclosed unless material. For additional information, see note 12. o. Revenue Recognition The majority of the Company’s revenues are derived from radiology service fees received from various payors based on established billing rates. Revenues are derived directly from hospitals and healthcare providers. The Company recognizes revenue in the period in which the performance obligation is satisfied. The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the contract with a customer; (ii) identification of the promised services in the contract and determination of whether they represent performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The teleradiology services have one performance obligation where the Company acts as principal to its customers (imaging centers, hospitals, and other healthcare providers). Revenue is recognized at a point in time when such performance obligation is satisfied, specifically when the radiologist completes the reading and the annotation of the patient’s images. At large, payments are due at satisfaction of the Company’s performance obligation and after the Company issues an invoice. The Company’s teleradiology fees are fixed based on the type of modalities and agreed with its customers prior to rendering its services. Invoices are issued monthly for services rendered in the same month. Payments are due upon receipt of the invoice. The Company assesses collectability as part of the revenue recognition model. This assessment includes a number of factors such past due amounts, past payment history, and current economic conditions. If it is determined that collectability cannot be reasonably assured, the Company will not recognize the revenue until collectability is assured. The Company records deferred revenue for any upfront payments received in advance of the Company’s performance obligations being satisfied. p. Research and development expenses, net Research and development expenses are presented net of grants and charged to the statement of operations as incurred and consist primarily of personnel, materials and supplies for research and development activities. q. Income tax 1) The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current. 2) Taxes that would apply in the event of disposal of investments in foreign and domestic subsidiaries have not been taken into account in computing the deferred tax assets as it is apparent that the temporary differences will not reverse in the foreseeable future. 3) The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). 4) Valuation allowances are provided unless it is more likely than not that the deferred tax asset will be realized. In the determination of the appropriate valuation allowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business results, that may enhance the likelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings of the company or any of its subsidiaries are significantly higher or lower than expected, or if the Company takes operational or tax positions that could impact the future taxable of its earnings or its subsidiaries earnings. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated results of operations. r. Share-based compensation The Company accounts for share-based compensation under ASC 718, “Compensation - Stock Compensation,” which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to non-employees, employees, officers and directors. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The Company uses the Black-Scholes option-pricing model as part of such estimation. The Company recognizes compensation expenses for its stock-based option awards and RSUs on a straight-line basis over the requisite service period (primarily a four-year period). The Company accounts for forfeitures as they occur. s. Loss per share Basic loss per share is computed by dividing net loss attributable to holders of ordinary shares of the Company by the weighted average number of ordinary shares outstanding for each reporting period (including vested RSUs). In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. Potential dilutive ordinary shares result from assumed exercise of options and the assumed vesting of RSUs, using the “treasury stock” method. The Company did not take into account any dilutive instruments, such as investor warrants, share-based payments and earn-out liabilities that will be settled in ordinary shares upon the achievement of certain milestones, for which the Company assesses their occurrence at the end of each reporting period-, since their effect is anti-dilutive. t. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The Company’s financial instruments consist mainly of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other liabilities. The fair value of these financial instruments approximates their carrying value. Balance as of Level 1 Level 2 Level 3 Total Assets: Money market funds (*) 28,373 - 28,373 Marketable securities (***) - 26,006 - 26,006 Total assets - 54,379 - 54,379 Liabilities: Current maturities of long term loan - - 3,378 3,378 Contingent short-term earnout liability (**) - - 1,500 1,500 Total liabilities - - 4,878 4,878 The Company classifies AFS securities within Level 2 because it uses alternative pricing sources and models utilizing market observable inputs to determine their fair value. Balance as of Level 1 Level 2 Level 3 Total Assets: Money market funds (*) 31,841 31,841 Marketable securities (***) - 64,359 - 64,359 Total assets - 96,200 - 96,200 Liabilities: Long term loan - - 3,228 3,228 Contingent short term earnout liability (**) - - 4,250 4,250 Contingent long-term earnout liability (**) - - 4,089 4,089 Total liabilities - - 11,567 11,567 The Company classifies AFS securities within Level 2 because it uses alternative pricing sources and models utilizing market observable inputs to determine their fair value. (*) As of December 31, 2023, approximately $28,373 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria. As of December 31, 2022, approximately $31,841 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria. (**) The income valuation approach is applied, and the valuation inputs include the contingent payment arrangement terms, discount rate and probability assessments. (***) The following tables summarize the amortized cost, unrealized gains and losses, and fair value of available-for-sale marketable securities as of December 31, 2023 and 2022: December 31, 2023 Fair value Cost or amortized cost Gross unrealized holding loss Level 2 securities: Municipal bonds 2,263 2,291 (28 ) Corporate debt 19,441 19,715 (274 ) Certificates of deposit 2,989 2,989 - Other 1,313 1,316 (3 ) Total 26,006 26,311 (305 ) December 31, 2022 Fair value Cost or amortized cost Gross unrealized holding loss Level 2 securities: Municipal bonds 8,216 8,430 (214 ) Corporate debt 47,476 49,099 (1,623 ) Certificates of deposit 4,983 4,983 - Other 3,684 3,821 (137 ) Total 64,359 66,333 (1,974 ) As of December 31, 2023 and 2022, the Company’s debt securities and certificates of deposit had the following maturity dates: December 31 2023 2022 Due within one year 26,006 39,161 1 to 2 years - 25,198 Total 26,006 64,359 Contingent earnout liability: The Company determines the fair value of the liabilities for the earn-out contingent consideration based on a probability-weighted discounted cash flow analysis with regards to probability assessments of achievement of certain milestones and discount rate. A probability of success factor ranging fro m 0% to 100% was us tone and the risk adjusted discount rate for fair value measurement. The weighted average discount rate ranged The following table summarizes the activity for those financial liabilities where fair value measurements are estimated utilizing Level 3 inputs: December 31, December 31, December 31, (U.S. Dollar in thousands) Fair value at the beginning of the year $ 8,339 $ 48,285 - Initial recognition of earnout liabilities - - 48,285 Change in fair value of earn out liabilities obligation - (4,488 ) (20,376 ) - Issuance of ordinary shares due to achievement of milestones and settlement of contingent consideration (*) (1,561 ) (19,570 ) - Payment due to settlement of contingent earnout liabilities (*) (790 ) - - Reclassification of earn-out liability to equity (**) (1,500 ) - Fair value at the end of the year $ - $ 8,339 $ 48,285 (*) On January 19, 2022, the Company issued 89,286 shares to the former shareholders of Zebra due to partial achievement of a milestone that occurred post-closing. On December 29, 2022, the Company entered into a settlement with respect to any additional amount that could be granted under the Agreement, according to which the Company issued Zebra’s former shareholders an additional 2,648,424 ordinary shares (representing additional consideration of approximately $18,617 thousand). As a result of the settlement, both parties’ performance obligations under the Agreement have been satisfied in full. Therefore, no further revaluations are required due to this settlement. On April 28, 2023, the Company agreed to pay an aggregate amount of $290 in cash and 45,392 ordinary shares to the former stockholders of USARAD, in consideration for the achievement of certain milestones in connection with the first earn out period, as defined in the USARAD Stock Purchase Agreement. In addition, the Company and the former shareholders of USARAD entered into a settlement agreement with respect to any additional amount that could be granted to the shareholders of USARAD as consideration for the remainder of the milesto |
Business Combination and Other
Business Combination and Other Transaction | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Other Transaction [Abstract] | |
BUSINESS COMBINATION AND OTHER TRANSACTION | NOTE 3 — BUSINESS COMBINATION AND OTHER TRANSACTION a. The acquisition of Nanox AI Ltd. (formerly Zebra Medical Vision Ltd.). On November 4, 2021 (“the merger date”), the Company completed the merger (“the Nanox AI transaction”) pursuant to the terms of the Agreement and Plan of Merger, dated August 9, 2021 (with certain amendments, the “Agreement”), among the Company, Zebra Medical Vision Ltd. (“Zebra” or “Nanox AI”) and Perryllion Ltd., as representative of Zebra’s equity holders. At November 4, 2021, the Company issued 3,249,142 ordinary shares of the Company and committed to issue 70,211 employee options and restricted stock units to the equity holders of Zebra with an estimated fair value at the closing date of $88,510 thousand, representing $26.57 per share in consideration for the fully outstanding shares on a fully diluted basis of Zebra. $315 thousand was allocated to the purchase consideration and $970 thousand was allocated to future services and continued employment and shall be expensed over remaining service periods of up to 4 years. The Nanox AI transaction was accounted in accordance with ASC 805, “Business Combinations”, using the acquisition method of accounting with the Company as the acquirer. Upon the successful achievement of certain milestones and achieving certain other operational targets, the Company was required to pay additional stock consideration in the amount of up to $84,366 thousand. As of December 31, 2022, the earn-out liability was fully settled (refer to Note 2t). Zebra changed its name to Nanox AI ltd. and Zebra Medical Vision Inc. (a fully owned subsidiary of Zebra, which is incorporated under the laws of the State of Delaware) changed its name to Nanox AI Inc. The allocation of the purchase price to net assets acquired and liability assumed for the acquisition of Zebra resulted in the recognition of intangible assets related to technology of $27,316 thousand and Image Big Data of $52,500 thousand, both of which will be amortized over a remaining useful life period of 10 years. In order to estimate the fair value of Zebra’s Image Big Data, the Company used the cost approach method using the discounted weighted average cost of one image for $1.75 per one patient record multiplied by approximately 30 million patient records that the Company purchased (patient records represents over 10 years of patient history, multi modalities, heterogeneous data of ethnicity and age) as of the acquisition date. This estimate is based on the experience and knowledge of management from its own experience in its data monetization projects and after taking into consideration the legal aspects of the non-transferable data. Therefore, the total fair value of the Image Big Data was assumed to be $52,500 thousand at the acquisition date. The company can generate income immediately from this asset. In order to estimate the fair value of Zebra’s technology, the Company used the discounted cash flow method, whereas the fair value of the tax amortization benefit was $3.0 million and the fair value of the intangible asset related to technology before tax amortization benefit was $24.3 million. The tax amortization benefit was calculated based on the applicable tax rate of 23.02% and economic life of 10 years. The discount rate for Zebra’s technology was estimated at 18% reflecting a 1% discount on the company’s WACC. Therefore, the fair value of Zebra’s intangible asset related to technology was estimated at $27.3 million at the date of the acquisition. The Company considered the criteria in ASC 350-30-35 and determined the estimated useful life of the technology to be 10 years as of Zebra’s acquisition, based on management’s estimate of how long the know-how will be in place before being subject to a transition into a new generation of technologies. The Company also examined its estimation compared to other companies operating in the field of healthcare technologies that the Company considers as market leaders. Compared to such comparable companies, the Company’s estimation falls into the middle of the useful life’s range. The Company believes that both intangible assets have a useful life of 10 years, and that therefore is the appropriate amortization period since the usage of the Image Big Data asset is linked directly to the Company’s acquired technology and is used to improve the technology’s capabilities. Additionally, the Company is not aware of any legal, regulatory, contractual provisions or other factors that would impact its estimate of the useful life of the technology and the Image Big Data. The following table summarizes the fair value of the consideration transferred to Zebra shareholders in 2021 for the Zebra transaction: U.S.$ Cash payments $ - Issuance of ordinary shares, options and RSUs 88,510 Contingent short term earnout liability 38,129 Contingent long term earnout liability 2,660 Total consideration $ 129,299 The allocation of the purchase price to assets acquired and liabilities assumed in 2021, is as follows: Allocation of (U.S. $ in Cash, cash equivalents and Restricted Cash $ 6,956 Accounts Receivables 99 Other current assets 430 Intangible assets 79,816 Goodwill 51,243 Other assets 1,693 Total assets acquired 140,237 Net deferred tax liabilities 3,413 Contingent short term earnout liability 38,129 Contingent long-term earnout liability 2,660 Convertible note (*) 3,000 Other labilities 4,525 Total liabilities assumed 51,727 Net assets acquired $ 88,510 (*) A 3 years Convertible Loan Agreement, dated August 9, 2021 between the Company and Nanox AI in the amount of $3 million, which bears an annual interest of 6% and shall be automatically converted into the Nanox AI’s Preferred C Shares, at a price per share of $23.42. This loan is eliminated in the consolidated financial statements. The allocation of the purchase price to net assets acquired and liability assumed resulted in the recognition of goodwill of $51,243 thousand, which is primarily attributed to the expected synergies from combining the operations of Zebra’s AI solutions with the Company’s tomographic imaging systems. As such, this goodwill will be assigned to the operational segment of AI solutions. The amount of the acquisition-related costs was approximately $310 thousand which was recognized as an expense in the general and administration expenses. During 2022 and 2023, the Company tested for goodwill impairment by quantitatively comparing the fair values of the AI solution segment reporting unit to it carrying amount. Based on the Company’s analysis, the Company determined that the carrying value of the AI solution segment reporting unit exceeded its fair value and therefore during 2022 and 2023 the Company recorded a non-tax-deductible goodwill impairment charge totaling $50,878 and $365 thousand, respectively, which was included within the consolidated statement of operations for the years ended December 31, 2023 and 2022 (refer to Note 4). b. The acquisition of USARAD Holding Inc. (the “USARAD transaction”) On November 2, 2021 (the “USARAD closing date”), the Company completed the acquisition of 100% of the shares of USARAD Holdings, Inc., a Delaware corporation (“USARAD”), pursuant to the terms of the Stock Purchase Agreement, dated October 25, 2021, among the Company, USARAD, Dr. Michael Yuz, other holders of capital stock of USARAD, and holders of USARAD options. At the USARAD closing date, Nanox U.S. purchased 100% of the shares of USARAD on a fully diluted basis for $7,147 thousand in cash and 496,545 of the Company’s ordinary shares with fair value of $11,500 thousand. The number of ordinary shares issued by the Company was determined using the average closing trading price during the 30 trading days preceding to the closing date. The total consideration was approximately $18,647 thousand. In addition, upon the successful achievement of certain milestones and achieving certain other operational targets, the Company was required to pay additional stock consideration in the amount of up to $8,500 thousand. As of December 31, 2023, the earn-out liability was fully settled (refer to Note 2t). The USARAD transaction was accounted in accordance with ASC 805, “Business Combinations”, using the acquisition method of accounting with the Company as the acquirer. The following table summarizes the fair value of the consideration transferred to USARAD shareholders in 2021 for the USARAD transaction: U.S. $ Cash payments $ 7,147 Issuance of ordinary shares 11,500 Contingent consideration at estimated fair value 6,405 Total consideration $ 25,052 Additional payment of $144 thousand was paid to USARAD’s shareholders during 2022 since an approval of the PPP loan by the Federal Government occurred and pursuant to the terms of the Stock Purchase Agreement. The allocation of the purchase price to assets acquired and liabilities assumed in 2021, is as follows: Allocation of (U.S. $ in thousands) Cash and cash equivalents $ 332 Accounts Receivables 912 Intangible assets 21,187 Goodwill 7,055 Other assets 33 Total assets acquired 29,519 Loan from a government agency 144 Other labilities 557 Net deferred tax liabilities 3,766 Contingent short term earnout liability 3,453 Contingent long term earnout liability 2,952 Total liabilities assumed 10,872 Net assets acquired $ 18,647 The allocation of the purchase price to net assets acquired and liability assumed resulted in the recognition of intangible asset related to retained radiologists of $17,770 thousand, customers’ relationship of $1,322 thousand, trademark of $2,095 thousand and goodwill of $7,055 thousand, which is primarily attributed to the expected synergies from combining the operations of teleradiology services with the Company’s tomographic imaging systems. As such, goodwill will be assigned to the operational segment of radiology services. The intangible asset related to retained radiologists has a useful-life of 11.17 years, the intangible asset related to customers’ relationship has a useful-life of 6.17 years and the intangible asset related to the trademark has a useful-life of 12.17 years. The amount of the acquisition-related costs was approximately $198 thousand which was recognized as an expense in the general and administration expenses. During 2023, the Company tested for goodwill impairment by quantitatively comparing the fair values of the Teleradiology segment reporting unit to it carrying amount. Based on the Company’s analysis, the Company determined that the carrying value of the Teleradiology segment reporting unit exceeded its fair value and therefore during 2023 the Company recorded a non-tax-deductible goodwill impairment charge totaling $7,055, which was included within the consolidated statement of operations for the year ended December 31, 2023 (refer to Note 4). c. The Assets acquisition of MDWEB LLC. On November 3, 2021, the Company completed the acquisition of the market platform and other assets of MDWEB, LLC (“MDWEB”), pursuant to the terms of the Asset Purchase Agreement, dated October 21, 2021, between the Company and MDWEB. At the same date, the Company issued 64,715 of its ordinary shares to MDWEB with an estimated fair value of $1,500 thousand. In addition and as a result of successful achievement of certain milestones related to technical integration of MDW platform with the Nanox.CLOUD and achieving certain other operational targets, the Company will pay additional stock consideration in the amount of $1,500 thousand at a per share value, which is determined by the average closing price of the 30 trading days ending on the applicable milestone’s achievement date. As of December 31, 2023 following the full achievement of the applicable milestones, the Company reclassified the earn-out contingent liability to Equity. The Company will amortize the intangible assets on a straight-line basis over their expected useful life of 4 years. Refer to note 2i. |
Goodwill & Intangible Assets, N
Goodwill & Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill & Intangible Assets, Net [Abstract] | |
GOODWILL & INTANGIBLE ASSETS, NET | NOTE 4 — GOODWILL & INTANGIBLE ASSETS, NET: Goodwill The following table presents the changes in the carrying amount of goodwill during the periods ended December 31, 2023, and 2022 (U.S. dollars in thousands): Segment of Operation Radiology AI Solutions Total Balance as of December 31, 2021 $ 7,055 $ 51,243 $ 58,298 Impairment of the Goodwill related to the acquisition of Nanox AI $ - $ (50,878 ) $ (50,878 ) Balance as of December 31, 2022 $ 7,055 $ 365 $ 7,420 Impairment of the Goodwill related to the acquisition of Nanox AI $ - $ (365 ) $ (365 ) Impairment of the Goodwill related to the acquisition of USARAD $ (7,055 ) $ - $ (7,055 ) Balance as of December 31, 2023 $ - $ - $ - The goodwill balance related to the acquisitions of Nanox AI and USARAD is not deductible for tax purposes. Goodwill impairment assessments for the years ended December 31, 2023 AI solutions reporting unit During 2023, in light of triggering events arising from the increase of the discount rate and changes in the Company’s estimates as a result of business specific considerations, the Company performed a quantitative assessment for goodwill impairment for the Company’s AI solutions reporting unit. The amount of goodwill assigned to the AI solutions reporting unit on the interim testing date was $365 thousand. When evaluating the fair value of the AI solutions reporting unit under the income approach, the Company used a discounted cash flow model which utilized Level 3 measures that represent unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) internal cash flows forecasts for 7 years following the assessment date, including expected revenue growth, costs to sales and operating expenses; (b) an estimated terminal value using a terminal year long-term future growth rate of 3.0% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 22.7% which reflects the weighted-average cost of capital adjusted for the relevant risk associated with the AI solutions reporting unit’s operations and the uncertainty inherent in the Company’s internally developed forecasts. Specifically, as part of the Company’s interim impairment test, in making the assumptions mentioned in clauses (a) and (b) above, the Company considered (1) the efforts and time required for the AI solutions reporting unit to achieve financial stability, (2) its estimate that it would take approximately one year for such unit to generate any material revenue and two years to achieve profitability; and (3) its estimate that it would take longer than we originally expected for such unit to generate material revenues, gross profit, and positive operating cash flows, especially from its population health applications. As a result of the impairment assessment, the Company concluded that the fair value of the AI solutions reporting unit decreased below its carrying value and therefor the Company recorded a goodwill impairment charge of $365 thousand Radiology services reporting unit During 2023, in light of triggering events arising from the increase of the discount rate and changes in the Company’s estimates as a result of business specific considerations, the Company performed a quantitative assessment for goodwill impairment for the Company’s radiology services reporting unit. The amount of goodwill assigned to the AI solutions reporting unit on the interim testing date, which had not changed from the amount assigned to such unit on the acquisition date, was $7,055 thousand. When evaluating the fair value of the Radiology services reporting unit under the income approach, the Company used a discounted cash flow model which utilized Level 3 measures that represent unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) internal cash flows forecasts for 8 years following the assessment date, including expected revenue growth, costs to sales and operating expenses; (b) an estimated terminal value using a terminal year long-term future growth rate of 3.0% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 27.9% which reflects the weighted-average cost of capital adjusted for the relevant risk associated with the Radiology services reporting unit’s operations and the uncertainty inherent in the Company’s internally developed forecasts. Specifically, as part of the Company’s interim impairment test, in making the assumptions mentioned in clauses (a) and (b) above, the Company considered (1) the efforts and time required for the Radiology services reporting unit to achieve financial stability, (2) its estimate that it would take approximately one year for such unit to generate any material revenue and two years to achieve profitability; and (3) its estimate that it would take longer than we originally expected for such unit to generate material revenues, gross profit, and positive operating cash flows, especially from its population health applications. As a result of the impairment assessment, the Company concluded that the fair value of the Radiology services reporting unit decreased below its carrying value and therefor the Company recorded a goodwill impairment charge of $7,055 thousand Goodwill impairment assessments for the year ended December 31, 2022 AI solutions reporting unit During the second quarter of 2022, in light of triggering events arising from the increase of the discount rate and changes in the Company’s estimates as a result of business specific considerations, the Company performed a quantitative interim assessment for goodwill impairment for the Company’s AI solutions reporting unit. The amount of goodwill assigned to the AI solutions reporting unit on the interim testing date, which had not changed from the amount assigned to such unit on the acquisition date, was $51,243 thousand. When evaluating the fair value of the AI solutions reporting unit under the income approach, the Company used a discounted cash flow model which utilized Level 3 measures that represent unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) internal cash flows forecasts for 5 years following the assessment date, including expected revenue growth, costs to sales and operating expenses; (b) an estimated terminal value using a terminal year long-term future growth rate of 3.0% determined based on the growth prospects of the reporting unit; and (c) a discount rate of 22.0% which reflects the weighted-average cost of capital adjusted for the relevant risk associated with the AI solutions reporting unit’s operations and the uncertainty inherent in the Company’s internally developed forecasts. Specifically, as part of the Company’s interim impairment test, in making the assumptions mentioned in clauses (a) and (b) above, the Company considered (1) the efforts and time required for the AI solutions reporting unit to achieve financial stability, (2) its estimate that it would take approximately one year for such unit to generate any material revenue and two years to achieve profitability; and (3) its estimate that it would take longer than we originally expected for such unit to generate material revenues, gross profit, and positive operating cash flows, especially from its population health applications. As a result of the impairment assessment, the Company concluded that the fair value of the AI solutions reporting unit decreased below its carrying value by 11.61%, and therefore the Company recorded a goodwill impairment charge of $14,338 thousand During the fourth quarter of 2022, the Company performed a qualitative and quantitative annual assessment for goodwill impairment. Based on its qualitative analysis, which considered the AI solutions reporting unit results, projections and additional business and industry specific considerations, the Company performed a further revision of the estimates of the fair value of the AI solutions reporting unit. As part of this analysis, the Company also considered the potential impacts of the sensitivity of estimates and assumptions. When evaluating the fair value of the AI solutions reporting unit under the income approach, the Company used the same discounted cash flow model discussed above; however, in clause (c) the resulting cash flow amounts were discounted using a discount rate of 22.50%. As a result of the impairment assessment, the Company concluded that the fair value of the AI solutions reporting unit decreased below its carrying value by 34.44%, and therefore we recorded an additional goodwill impairment charge of $36,540 thousand Actual results may differ from those assumed in the Company’s valuation method. It is reasonably possible that the Company’s assumptions described above could change in future periods. If any of these were to vary materially from the Company’s plans, the Company may record impairment of goodwill allocated to this reporting unit in the future. A hypothetical decrease in the terminal growth rate of 0.5% or an increase of 0.5% to the discount rate would have reduced the fair value of AI Solutions reporting unit by approximately $1.0 million and $2.9 million, respectively. Radiology services reporting unit During the fourth quarter of 2022, the Company performed its annual impairment test for goodwill impairment. Actual results may differ from those assumed in the Company’s valuation method. It is reasonably possible that the Company’s assumptions described above could change in future periods. If any of these were to vary materially from the Company’s plans, the Company may record impairment of goodwill allocated to this reporting unit in the future. A hypothetical decrease in the growth rate of 0.5% or an increase of 0.5% to the discount rate would reduce the fair value of the radiology services reporting unit by approximately $0.3 million and $0.6 million, respectively. As of December 31, 2022, the percentage by which the estimated fair value of the Company’s reporting units exceeded the carrying value was as the following: Goodwill Goodwill Goodwill Assigned ( in millions $ 365 $ 7,055 Fair Value/Carrying Amount 100.00 % 105.3 % Intangible assets Identifiable intangible assets consisted of the following: Accumulated amortization Useful life Gross carrying amount December 31, Net carrying amount (Years) 2023 2022 2023 2022 2023 2022 (U.S. $ in thousands) Developed technology 10 27,316 $ 27,316 $ 5,921 $ 3,187 $ 21,395 $ 24,129 Image big data 10 52,500 52,500 11,375 6,125 41,125 46,375 Market platform 4 2,591 2,591 1,404 756 1,187 1,835 Radiologist relationships 11.17 17,770 17,770 3,448 1,856 14,322 15,914 Trade name 12.17 2,095 2,095 373 201 1,722 1,894 Customer relationships 6.17 1,322 1,322 466 250 856 1,072 Weighted Average Useful life (Years) 10.05 $ 103,594 $ 103,594 $ 22,987 $ 12,375 $ 80,607 $ 91,219 No impairment was recognized in connection with definite life intangible assets during the reporting periods. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. Amortization expenses were $10,612, $10,607 and $1,768 thousand for the years ended December 31, 2023, 2022, and 2021. Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows (U.S. dollars in thousands): Year ended December 31, 2024 $ 10,607 2025 10,498 2026 9,959 2027 9,959 2028 and thereafter 39,584 Total $ 80,607 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 5 — INVENTORIES: Inventory is valued at the lower of cost or net realizable value. Costs include materials, labor, external service and manufacturing overhead. The following table summarizes the Company’s inventories: December 31, 2023 2022 (U.S. Dollars in thousands) Raw materials and parts 1,667 - Finished goods 689 - 2,356 - |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 — PROPERTY AND EQUIPMENT, NET: Composition of property and equipment grouped by major classifications is as follows: December 31, 2023 2022 (U.S. Dollars in thousands) Office furniture and lab equipment 468 721 Computers and electronic equipment 1,464 1,304 Equipment and machinery 3,471 4,326 Leasehold improvement 854 647 Vehicles 243 156 Land – See b below 6,314 6,314 Production line– See b below 32,220 31,740 45,034 45,208 Less: accumulated depreciation (2,691 ) (1,663 ) Total property and equipment, net 42,343 43,545 a. Total depreciation in respect of property and equipment were approximately $1,198 thousand, $905 thousand and $524 thousand for the years ended December 31, 2023, 2022 and 2021, respectively. A loss from disposal of property and equipment in the amount of $1,297 thousand was recorded for the year ended December 31, 2023 and an impairment charge in the amount of $172 thousand and $214 thousand was recorded for the years ended December 31, 2022 and 2021, respectively in relation to the Company’s Property, Plant and Equipment. b. In December 2020, Nanox Korea purchased land for approximately $6,314 thousand upon which it built a fabrication facility. In 2021, Nanox Korea completed the construction of the permanent fabrication plant. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash Equivalents | 12 Months Ended |
Dec. 31, 2023 | |
Cash, Cash Equivalents and Restricted Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS | NOTE 7 — CASH, CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS: The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported on the consolidated balance sheet that sum to the same total amount as shown in the consolidated statement of cash flows. December 31, 2023 2022 (U.S. Dollars in thousands) Cash and cash equivalents 56,377 38,463 Restricted bank deposits (1) - 66 Total cash, cash equivalents and restricted cash shown in the statement of cash flows 56,377 38,529 (1) As of December 31, 2022, the Company’s restricted cash equivalents consisted of bank deposits that were denominated in New Israeli Shekel. Restricted deposit is presented at cost including accrued interest. This restricted bank deposit is used as security for credit card use and collateralizing the Company’s lease contracts. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 8 — LEASES: As of December 31, 2023, the Company has several operating building and car lease agreements: In the second half of 2023, the company started leasing two office floors and parking spaces on Petah Tikva and at the end of the year moved the employees to this location. The company leases approximately 3080 squaremeters (1540 each floor). The lease agreement is effective through October 2028 with an option to extend the lease term through the second lease term, additional 5 years. The company decided that the lease term for the lease components will include both the Initial Lease Term and the Second Lease Term meaning effective through October 2033. The average monthly payment for this agreement is approximately $57 thousand. The Company’s principal executive offices were located in a leased facility in Neve Ilan, Israel until moved to Petah Tikva in December 2023. The monthly rent payment for all the lease premises in Neve-Ilan, Israel in 2023 was approximately $39 thousand. Company leases vehicles to some of its employees. The lease agreement is effective through July 2026 and the monthly payment in 2023 was approximately $13 thousand. Nanox Korea leases 3 vehicles to some employees. 2 of these 3 lease agreements expired in August 2023 and November 2023, respectively. The third lease agreement is effective through February 2024. The monthly payment for these agreements in 2023 was approximately $4 thousand. Nanox Korea leases an apartment for its employees. The lease agreement expired in November 2023. The monthly payment for this agreement on 2023 was approximately $1 thousand. Nanox AI leases its offices in Israel under an operating lease agreement which expires in November 2024. The monthly rent payment for this agreement in 2023 was approximately $18 thousand. Nanox Imaging Inc. leases its offices in the U.S. under operating lease agreement which expires on January 31, 2025. The monthly rent payment for this agreement is approximately $6 thousand. USARAD Holdings inc. leases its offices in the U.S. under operating lease agreement which expires on December 31, 2027. The monthly rent payment for this agreement is approximately $11 thousand. The table below presents the effects on the amounts relating to the Company’s total lease costs: Year ended 2023 2022 (U.S. Dollars Operating lease cost: Fixed payments 1,121 937 Short-term lease cost - 72 Total operating lease cost 1,121 1,009 The table below presents supplemental cash flow information related to operating leases: Year ended 2023 2022 (U.S. Dollars Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases 1,446 1,231 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 4,411 320 The table below presents supplemental balance sheet information related to operating leases: December 31, 2023 2022 (U.S. Dollars Operating leases: Operating lease right-of-use assets 4,573 1,157 Current maturities of operating leases 861 740 Non-current operating leases 4,045 398 Total operating lease liabilities 4,906 1,138 December 31, 2023 2022 Weighted average remaining lease term Operating leases 8.42 1.52 Weighted average discount rate Operating leases 12.12 % 5.84 % The table below presents maturities of operating lease liabilities: December 31, 2023 (U.S. Dollars 2024 1,051 2025 820 2026 851 2027 879 2028 778 2029 and thereafter 3,862 Total operating lease payments 8,241 Less: imputed interest 3,335 Present value of lease liabilities 4,906 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Revenue [Abstract] | |
DEFERRED REVENUE | NOTE 9 — DEFERRED REVENUE The following table represents the changes in deferred revenue for the year ended December 31, 2023 and December 31, 2022: Deferred Balance at January 1, 2022 $ 662 Additions 102 Revenue recognized in the reported period (184 ) Balance at December 31, 2022 (*) $ 580 Additions 176 Revenue recognized in the reported period - (213 ) Balance at December 31, 2023 (**) $ 543 * Includes $398 thousand under long term deferred revenue in the Company’s consolidated balance sheets as of December 31, 2022. ** Includes only short term deferred revenue in the Company’s consolidated balance sheets as of December 31, 2023. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 10 — RELATED PARTIES: Related party balances at December 31, 2023 and December 31, 2022 consisted of the following: December 31, December 31, (U.S. Dollars in thousands) (a) Due from Illumigyn $ 17 $ 48 (b) Due from (to) Wellsense Technologies Ltd. (13 ) 10 (c) Due from Six-Eye Interactive 4 21 (d) Due from Six AI ltd. - 8 (e) Due from Musashi (*) - 2 Total from related parties $ 8 $ 89 (*) From 2023 Musashi is no longer a related party b. Related parties transactions: Year ended December 31, 2023 2022 2021 (U.S. Dollars in thousands) Research and development – see c below - - 80 General and administrative – see d and e below - (218 ) (191 ) c. Six AI Ltd Service agreement On April 16, 2020, the Company entered into an agreement with SixAI Ltd. (hereinafter,-“SixAI”) a company controlled by Ran Poliakine, the Company’s late Chief Executive Officer and the chairman of the Company’s board of directors for certain software development and mechanical engineering services. The service agreement was effective as of March 1, 2020 and has been extended by mutual agreement of the parties several times, until terminated at December 31, 2021. During the years ended December 31, 2023, 2022 and 2021, the Company recorded an expense of $0, $0 thousand, and $80 thousand, respectively. Mr. Poliakine currently served as a member of the board of directors of SixAI and Mr. Poliakine was a significant shareholder of SixAI. d. Illumigyn Ltd. Illumigyn Ltd (hereinafter, – “Illumigyn”) is a company in which Ran Poliakine, the Company’s late Chief Executive Officer and a member of the Company’s board of directors, was a significant shareholder. Ms. Noga Kainan, a member of the Company’s board of directors served as a member of the board of directors of Illumigyn, and Anat Kaphan, the Company’s former Chief Innovation Officer currently who serves as a member of the advisory board of the Company, also served’ as a consultant to Illumigyn. Since November 1, 2019, Illumigyn sub-leased in transaction approximately 1,800 square feet of private office space, including access to shared public spaces, from the office spaces which the Company leases in Neve Ilan, Israel. Illumigyn pays approximately $12 thousand per month. During the years ended December 31, 2023, 2022 and 2021, the Company received approximately $0 thousand, $171 thousand and $125 thousand, respectively, in relation to the sub lease. e. Wellsense Technologies Ltd. Wellsense Technologies Ltd.(hereinafter, “Wellsense”) is a company in which Ran Poliakine, the Company’s former Chief Executive Officer and the former member of the Company’s board of directors, was a shareholder. Since February 2020, Wellsense has sub-leased private office space, including access to shared public spaces, from the Company in Neve Ilan, Israel. Wellsense paid approximately $7.0 thousand per month. During the years ended December 31, 2023, 2022 and 2021, the Company received $$ 0 thousand |
Long Term Loan and Current Matu
Long Term Loan and Current Maturities of Long Term Loan | 12 Months Ended |
Dec. 31, 2023 | |
Long Term Loan and Current Maturities of Long Term Loan [Abstract] | |
LONG TERM LOAN AND CURRENT MATURITIES OF LONG TERM LOAN | NOTE 11 — LONG TERM LOAN AND CURRENT MATURITIES OF LONG TERM LOAN During September 2021, Nanox Korea entered into a 3 year Loan agreement with a Korean Bank, according to which the Bank granted the Company a loan in the amount of $3.8 million. The loan bears an annual interest at a rate of 3 months KORIBOR and 1.149%, whereas interest payments are due on a monthly basis and the principal is due at the end of the loan term. The bank received a floating charge on the Nanox Korea’s assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 — COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. In September 2020, two securities class action complaints were filed in the United States District Court for the Eastern District of New York against the Company and certain then-current officers and a director, which were subsequently consolidated and captioned as White v. Nano-X Imaging Ltd. et al. McLaughlin v. Nano-X Imaging Ltd. et al. The Division of Enforcement of the U.S. Securities & Exchange Commission (the “SEC” or the “Commission”) conducted an investigation to determine whether there had been any violations of the federal securities laws, relating to the development cost of the Company’s Nanox.ARC prototypes, as well as the Company’s estimate for the cost of assembling the final Nanox.ARC product at scale, among other things. The Company and Ran Poliakine, former Chairman of the Board of Directors of the Company, have reached final agreements with the SEC staff to settle this matter, which agreements were approved by the United States District Court for the Southern District of New York in October 2023. The Company paid a civil penalty in the amount of $650 recorded on Other expenses (income)and was permanently enjoined from violating Section 17(a)(2) of the Securities Act of 1933 (the “Securities Act”) and Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 12b-20 and 13a-1 thereunder. Mr. Poliakine paid disgorgement of $240, together with prejudgment interest of $27, paid a civil penalty of $150, and was permanently enjoined from violating Section 17(a)(2) of the Securities Act and aiding and abetting any violation of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. On May 1, 2023, the Company received a notice alleging several causes of action, including breach of a consulting agreement between the claimant and Nanox Imaging PLC (the “Gibraltar Entity”) that was entered into in 2015. The claimant’s demand from the Company is for the payment of approximately $1.26 million for unpaid consulting fees from the Gibraltar Entity and approximately $25 million connection with his claimed entitlement to securities in the Gibraltar Entity. On or about December 21, 2023, a claim was filed in Israel against the Company, the Gibraltar Entity and the late Mr. Ran Poliakine, based on allegations previously dismissed by a U.S. court In the State of California. The Company reiterates its strong denial of the plaintiff’s baseless claims and emphasizes that the Company was never a party to the consulting agreement with the plaintiff. In addition, the Company is not responsible for any potential liabilities of the Gibraltar Entity, which is a separate legal entity. The Company is currently reviewing and analyzing the claim filed in Israel and will take all necessary steps to vigorously defend itself against these unfounded allegations. The Company remains confident in its legal position and is committed to protecting its shareholders and stakeholders. On April 5, 2024, the Gibraltar Entity filed an amended claim and a request for an anti-suit injunction (“ASI”) in Gibraltar against the plaintiff. A hearing for the ASI request has been scheduled for September 25, 2024. On April 17, 2024, the Company filed a request with the Israeli court to postpone the deadline for submitting its response to the claim until the Gibraltar court issues its decision on the ASI request. The court ordered the plaintiff to respond to the request by May 12, 2024. Under the Innovation Law (formerly known as the Encouragement of Industrial Research and Development Law, 5744-1984) as currently in effect, Nanox AI is required to pay royalties to the of 3% on sales of products and services based on technology and know-how developed using such IIA research and development grants, until 100% (which may be increased under certain circumstances) of the grant, linked to the U.S. dollar and bearing interest at the LIBOR rate, is repaid. As of December 31, 2023, Nanox AI had paid royalties to the IIA in the amount of approximately $50 and had a remaining liability to the IIA of approximately $3.2 million. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 13 — SHAREHOLDERS’ EQUITY: a. Share capital Each holder of the Company’s ordinary shares, par value NIS 0.01 per share, is entitled to one vote. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and declared by the Company’s Board of Directors (the “Board”). Since inception, the Company has not declared any dividends. The following table presents the number of authorized and issued and outstanding shares as of each reporting date for each class of shares: December 31, 2023 December 31, 2022 Authorized Issued and Authorized Issued and Ordinary shares 100,000,000 57,778,628 100,000,000 55,094,237 Total 100,000,000 57,778,628 100,000,000 55,094,237 On January 2, 2022, the Company issued 2,953 RSUs to its Chief Executive Officer for services rendered prior to 2022. On January 19, 2022, the Company issued 89,286 shares to the former shareholders of Nanox AI due to partial achievement of a milestone that occurred post-closing. On December 29, 2022, the Company entered into a settlement with respect to any additional amount that could be granted under the Agreement, according to which the Company issued Nanox AI’s former shareholders an additional 2,648,424 ordinary shares (representing additional consideration of approximately $18,617 thousand). As a result of the settlement, both parties’ performance obligations under the Agreement have been satisfied in full. On April 28, 2023, the Company entered into a settlement with respect to any additional amount that could be granted under the Agreement, according to which the Company issued USARAD Holding Inc. former shareholders an additional 255,392 ordinary shares (representing additional consideration of approximately $1,561 thousand). As a result of the settlement, both parties’ performance obligations under the Agreement have been satisfied in full. On July 26, 2023 the Company entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 2,142,858 of the Company’s ordinary shares, par value NIS 0.01 per share together with warrants to purchase up to 2,142,858 ordinary shares at a combined purchase price of $14.00 per share, in a registered direct offering. The warrants have an exercise price of $19.00 per share, are exercisable immediately upon issuance and will expire five years from issuance. The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, the warrants are considered indexed to the entity’s own stock and are classified within equity. b. Share based compensation On September 3, 2019, the Company’s board of directors resolved to adopt an equity incentive plan (the “Plan”). Based on such plan, each option will be exercisable for one ordinary share of the Company and will become exercisable at such terms and during such periods, as the Company’s board of directors shall determine. Pursuant to the Plan (and further increase of option pool approved by the Company’s board of directors), 8,041,936 ordinary shares of NIS 0.01 par value of the Company are reserved for issuance upon the exercise of the same amount of awards to be granted to some of the Company’s employees, directors and consultants. As of December 31, 2023, there were 1,220,446 ordinary shares reserved for the equity incentive plan. The Company’s board of directors also approved the Plan for the purpose of selecting the capital gains tax track, under Section 102 of the Israeli Income Tax Ordinance, for options granted to the Company’s Israeli employees. As of December 31, 2023, there is an unrecognized share-based compensation expense of $15,721 thousand to be recognized over the average remaining vesting period of 1.90 years. The following table summarizes share-based awards for the period ended December 31, 2023: During 2023, the Company granted certain employees, officers and directors awards to purchase 545,105 of the Company’s ordinary shares for an average exercise price of $11.22. The Company’s stock options have a term of 10 years from grant date. The granted options generally vest as follows: 25% on the first anniversary from the “Vesting Start Date” as defined in the grant agreement and remainder vest ratably over the following 12 quarters.. Included in the awards are 35,500 RSUs that were granted to certain employees on May 23, 2023. Out of those 34,750 were exercised in 2023 and the remaining were forfeited. The Company recorded an expense of $642 attributable to RSUs awards during the reporting period, which was included in Research and development expenses, net. Year ended Weighted Number of average share-based exercise payment Price (in awards U.S. Dollar) Outstanding at beginning of year 5,115,910 $ 15.19 Changes during the year: Granted 545,105 11.22 Exercised (286,141 ) 3.02 Forfeited (153,480 ) 19.36 Outstanding at end of year 5,221,394 13.34 Aggregate intrinsic value $ 5,112 - Exercisable at end of year 3,621,783 10.43 Aggregate intrinsic value $ 5,110 - The fair value of each granted award is estimated at the date of grant using the Black-Scholes option-pricing model. The assumptions used for the year ended December 31, 2023 and year ended at December 31, 2022 are as follows: Year ended Year ended Dividend yield 0 0 Expected volatility 74.26% - 81.80% 50.75% - 52.75% Risk-free interest rate 3.45% - 4.28% 1.52% - 4.34% Expected term (years) 6.25 - 10 5.52–10 The expected volatility is based on the historical volatility of comparable companies. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the awards granted in dollar terms. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Accordingly, as to ordinary course options granted, the expected term was determined using the simplified method, which takes into consideration the option’s contractual life and the vesting periods (for non-employees, the expected term is equal to the option’s contractual life). The following table summarizes information concerning outstanding and exercisable awards as of December 31, 2023: December 31, 2023 Awards outstanding Awards exercisable Number of Weighted Number of Weighted awards average awards average outstanding remaining exercisable remaining Exercise at end of contractual at end of contractual price year life (years) year life (years) $ 0.00-0.01 31,389 *) - 31,389 - $ 2.21 2,313,143 5.94 2,312,101 5.94 $ 11.06 52,000 9.39 - - $ 11.52 346,500 9.47 43,312 9.47 $ 16.00 213,109 6.03 161,062 5.37 $ 17.63 968,328 8.68 319,132 8.52 $ 23.19 210,000 7.78 105,000 7.78 $ 23.42 16,000 7.77 8,000 7.77 $ 23.84 595,268 7.95 313,184 7.94 $ 23.86 69,400 7.75 39,035 7.75 $ 24.97 21,900 7.42 13,687 7.42 $ 28.96 18,875 6.84 18,875 6.84 $ 30.66 26,400 7.53 14,848 7.53 $ 30.93 20,000 6.81 20,000 6.81 $ 36.74 3,000 6.93 2,250 6.93 $ 40.21 45,072 7.19 32,777 7.19 $ 49.68 233,000 7.05 160,187 7.05 $ 59.2 13,000 6.94 9,750 6.94 $ 64.61 25,010 7.12 17,194 7.12 *) Including 18,326 RSUs that were granted to the employees of Nanox AI at the completion of the merger and 13,063 RSUs that were issued in consideration for services. 3) Share-based compensation expenses Year Ended December 31, 2023 2022 2021 (U.S. dollars in thousands) Cost of revenue 56 99 51 Research and development 3,818 4,806 3,248 Sales and Marketing 484 997 2,442 General and administrative 2,480 12,721 13,065 6,838 18,623 18,806 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 14 — INCOME TAX: a. Basis of taxation Current tax is calculated with reference to the profit of the Company and its subsidiaries in their respective countries of operation. Set out below are details in respect of the significant jurisdictions where the Company and its subsidiaries operate and the factors that influenced the current and deferred taxation in those jurisdictions: Israel The Company and Nanox AI Ltd are taxed under the laws of the State of Israel at a corporate tax rate of 23%. In 2023, 2022 and 2021, the Company is at a loss position and therefore has no corporate tax liability. As of December 31, 2023, 2022 and 2021, the Company has a carry forward loss of approximately $93.3 million, $88.6 million and $56.3 million, respectively. Such carry forward loss has no expiration date. In 2023, 2022 and 2021, Nanox AI Ltd. is at a loss position and therefore has no corporate tax liability. As of December 31, 2023, 2022 and 2021, Nanox AI Ltd. has a carry forward loss of approximately $74.7 million, $67.7 million and $61.9 million, respectively. Such carry forward loss has no expiration date. United States The principal federal tax rate applicable to the U.S. subsidiaries is 21%. U.S subsidiaries consolidated is in a loss position and therefor had no corporate tax liability. As of December 31, 2023 the carry forward loss was $2.4 million. Korea Nanox Korea is subject to a Corporate income tax with accordance with the Korean tax law. The tax rate ranges between 9% to 24%, depending on the companies’ taxable income. In addition, Nanox Korea is subject to 10% of the Korean corporation income tax as its local income tax. In 2023, Nanox Korea was at a loss position and therefore had no corporate tax liability. As of December 31, 2023, 2022 and 2021, Nanox Korea has a carry forward loss of approximately $21.8 million, $14.8 million and $7.1 million, respectively. Such carry forward loss has 15 years expiration date. Japan Nanox Inc. is subject to national corporate income tax, and enterprise tax, which, in the aggregate resulted in effective tax rate of approximately 33.59%. b. Income (loss) before income taxes: Income (loss) before income taxes consisted of the following for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) (44,158 ) (99,979 ) (56,609 ) Foreign (16,957 ) (16,942 ) (5,237 ) Loss before income taxes (61,115 ) (116,921 ) (61,846 ) c. Income tax expense (benefit) consisted of the following for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) - (3,357 ) (57 ) Foreign (339 ) (321 ) 9 Income tax benefit (339 ) (3,678 ) (48 ) d. Taxes on Income: Taxes on income for the years ended December 31, 2023, 2022 and 2021 were comprised of the following: December 31 2023 2022 2021 U.S. dollars in thousands Current tax expenses: Domestic - - - Foreign 38 55 68 Total 38 55 68 Deferred: Domestic - (3,357 ) (57 ) Foreign (377 ) (376 ) (59 ) Total (377 ) (3,733 ) (116 ) Income tax benefit (339 ) (3,678 ) (48 ) A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows: December 31 2023 2022 2021 U.S. dollars in thousands Loss before taxes on income (61,115 ) (116,921 ) (61,846 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (14,056 ) (26,892 ) (14,225 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions 333 (261 ) (110 ) Operating losses and other temporary differences for which valuation allowance was provided 10,434 11,467 6,571 Permanent differences: Stock based compensation 1,550 4,361 4,343 Goodwill impairment 1,566 11,702 - Change in earnout liability (942 ) (4,686 ) - Other nondeductible items 776 631 3,373 Actual tax benefit (339 ) (3,678 ) (48 ) e. Deferred tax assets The components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: December 31 2023 2022 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 43,699 38,967 Research and development 3,771 4,027 Employee and payroll accrued expenses 376 740 Operating lease liabilities 1,147 - Other 1,507 532 Total deferred tax assets 50,500 44,266 Less right of use assets (1,069 ) - Less intangible assets (19,185 ) (19,562 ) Deferred tax assets, net 30,246 24,704 Less valuation allowance for deferred tax assets (30,246 ) (24,704 ) Deferred tax assets - - Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considered all available evidence, including past operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. The Company reassess its valuation allowance periodically and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. As of December 31, 2023, and 2022, the Company has recorded a full valuation allowance of $30,246 and $24,704 thousand with regard to its deferred taxes (which is mainly tax loss carryforwards and temporary differences due to research and development expenses generated in Israel), respectively. U.S. dollars Valuation allowance, December 31, 2022 $ 24,704 Increase 5,542 Valuation allowance, December 31, 2023 $ 30,246 f. Tax assessments The Company is currently in the process of routine Israeli income tax audit for the tax years 2019 through 2022. In 2023, the Company concluded a VAT audit through 2023. |
Segments of Operations
Segments of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Segments of Operations [Abstract] | |
SEGMENTS OF OPERATIONS | NOTE 15 — SEGMENTS OF OPERATIONS: The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable operating segments. The Company manages its business primarily on a service basis. The Company’s reportable segments consist of the Nanox.ARC division, the radiology services division and the AI solutions division. Each one is managed separately to better align with the Company’s customers and distribution partners and the unique market dynamics of each segment. Operating income for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segment. Costs excluded from segment operating income include various corporate expenses such as income taxes. The Company does not include intercompany transfers between segments for management reporting. From 2022, total assets for each of the Company’s reportable segments have been separately presented to, and reviewed by, the Chief Operating Decision Maker of the Company to assess the performance of the Company’s segments. Total assets reviewed include marketable securities although their profit or loss are not included in the measurements of the reportable segments’ loss. The accounting policies of the various segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.” The Company evaluates the performance of its reportable operating segments based on net sales and operating loss. Year ended December 31, 2023 (U.S. dollars in thousands) Nanox. ARC Radiology Services AI Solutions Total Revenues $ 116 $ 9,462 $ 327 $ 9,905 Segment operating loss (42,231 ) (4,288 ) (16,070 ) (62,589 ) Financial income 1,652 Realized loss from sale of marketable securities ( 178 ) Loss before taxes on income $ (61,115 ) Depreciation and amortization expenses $ 1,036 $ 12 $ 150 $ 1,198 Change in obligation in earn-out liabilities $ - $ (4,488 ) $ - $ (4,488 ) Goodwill impairment $ - $ 7,055 $ 365 $ 7,420 Stock based compensation $ 5,678 $ 202 $ 958 $ 6,838 Total Assets $ 130,665 $ 21,709 $ 66,274 $ 218,648 Expenditures for segment’s assets $ 3,184 $ 81 $ 38 $ 3,303 Year ended Nanox. Radiology AI Solutions Total Revenues $ - $ 8,235 $ 343 $ 8,578 Segment operating loss (67,066 ) (2,760 ) (47,884 ) (117,710 ) Financial income 789 Loss before taxes on income $ (116,921 ) Depreciation and amortization expenses $ 611 $ 2,642 $ 8,259 $ 11,512 Change in obligation in earn-out liabilities $ - $ 840 $ (21,216 ) $ (20,376 ) Goodwill impairment $ - $ - $ 50,878 $ 50,878 Stock based compensation $ 17,049 $ 224 $ 1,350 $ 18,623 Total Assets $ 148,352 $ 30,753 $ 74,828 $ 253,933 Expenditures for segment’s assets $ 8,140 $ 15 $ 26 $ 8,181 Year ended Nanox. ARC Radiology Services AI Solutions Total Revenues $ - $ 1,034 $ 270 $ 1,304 Segment operating loss (56,875 ) (530 ) (4,153 ) (61,558 ) Financial expense (288 ) Loss before taxes on income $ (61,846 ) Depreciation and amortization expenses 458 441 1,393 2,292 Stock based compensation $ 18,433 $ 37 $ 336 $ 18,806 Total Assets $ 195,621 $ 31,802 $ 135,747 $ 363,170 Expenditures for segment’s assets $ 23,139 $ 2,859 $ 19 $ 26,017 For the years ended December 31, 2023, 2022 and December 31, 2021, the Company’s revenues in the United States constituted approximately 99%, 97% and 98% of the Company’s total revenue, respectively. For the years ended December 31, 2023, 2022 and December 31, 2021, no individual customer exceeded 10% of the Company’s total revenue or total accounts receivables. Long-lived assets by geography Year Ended 2023 2022 2021 Israel 7,360 5,476 4,986 South Korea 38,921 38,922 33,949 Unites States 635 159 29 Japan - 145 196 46,916 44,702 39,160 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Loss Per Share [Abstract] | |
LOSS PER SHARE | NOTE 16 LOSS PER SHARE: a. Basic Basic loss per share is calculated by dividing the loss attributable to the Company’s owners by the weighted average number of ordinary shares in issue. Year ended December 31, 2023 2022 2021 Net loss attributable to Company’s owners $ (60,776 ) $ (113,243 ) (61,798 ) The weighted average of the number of ordinary shares (in thousands) 56,368 52,235 48,216 Basic and diluted loss per share $ (1.08 ) $ (2.17 ) (1.28 ) For the calculation of loss per share, the Company used the net loss attributable to Company’s owners divided by the weighted average number of the Company’s ordinary shares for the years ended December 31, 2023, 2022 and 2021. b. Diluted As of December 31, 2023, and 2022, the Company had 4,455,301 and 2,312,443 outstanding warrants, respectively, and 5,171,394 and 5,065,910 outstanding options, respectively. These warrants and awards were not considered when calculating diluted loss per share since their effect is anti-dilutive. In addition, contingently issuable ordinary shares that are issuable based on certain conditions (see Note 3) were not included in the potential dilutive shares in calculating the diluted loss per share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 — SUBSEQUENT EVENTS: On January 1, 2024, Nanox IL established Nanox Impact Inc. (hereinafter “Nanox Impact”), a wholly owned subsidiary in the United States. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (hereinafter,“U.S GAAP”) and include the accounts of the Company and of all its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates in the preparation of financial statements | b. Use of estimates in the preparation of financial statements The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s consolidated financial statements. As applicable to these consolidated financial statements, the most significant estimates relate to goodwill impairment, impairment of long-lives assets, useful lives of intangible assets, income tax, legal and other contingencies and share-based payments. The Company bases its estimates on historical experience, known trends and events and various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. |
Functional currency | c. Functional currency The U.S. dollar is the currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted. A substantial portion of the revenue and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar (“primary currency”). Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into the primary currency using historical and current exchange rates for nonmonetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from nonmonetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses. |
Business Combinations | d. Business Combinations The Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-controlling interests in the acquired business based on their fair values at the acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The fair value of the consideration transferred may include a combination of cash, equity securities, earn out payments and deferred payments. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of acquisition. The Company records obligations in connection with its business combinations at fair value on the acquisition date. Each reporting period thereafter, the Company revalues earn-out liabilities and records the changes in their fair value in the consolidated statements of operations and comprehensive loss. Changes in the fair value of earn-out liabilities can result from adjustments to the discount rates, the Company’s shares price, sales and profitability targets. This fair value measurement represent Level 3 measurements, as they are based on significant inputs not observable in the market. Significant judgment is required in determining the assumptions utilized as of the acquisition date and for each subsequent period. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated results of operations. |
Cash and cash equivalents | e. Cash and cash equivalents Cash equivalents consist of short term deposits and money market funds. The short term deposits are short-term unrestricted highly liquid investments that are readily convertible to cash and with original maturities of three months or less at acquisition. The money market funds consist of institutional investors money market funds and are readily redeemable to cash. |
Marketable Securities | f. Marketable Securities All highly liquid investments are classified as marketable securities and have been classified and accounted for as available-for-sale. Investment in securities consists of debt securities classified as available-for-sale and recorded at fair value. The Company classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and its reasonable expectation regarding those securities. Unrealized gains and losses on marketable debt securities classified as available-for-sale are reported net of reclassifications in other comprehensive income/(loss). Premiums and discounts on debt securities are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method. Such amortization and accretion are included in the “Financial income, net” line item in the consolidated statements of operations. |
Inventories | g. Inventories: Inventories include raw materials and finished products and are valued at the lower of cost or net realizable value. Costs include materials, labor, external service, and manufacturing overhead. The Company adjusts excess and obsolete inventories to net realizable value and write-downs of excess and obsolete inventories are recorded as a component of cost of revenues. |
Accounts receivables | h. Accounts receivables Accounts receivables are presented net of the allowance for expected credit loss and consists of short term receivables that arise in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and typically requires no collateral from its customers. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Changes in the allowance for credit losses are recognized in general and administrative expenses. Accounts receivables are written-off against the allowance for credit losses when management deems the accounts are no longer collectible. |
Property and equipment, net | i. Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Years Computers and electronic equipment 3-7 Office furniture and lab equipment 5-7 Vehicles 7 Equipment and machinery 5-10 Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. |
Intangible Assets, net | j. i. Intangible Assets, net Goodwill Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The Company allocates goodwill to its reporting units based on the reporting unit expected to benefit from the business combination. The primary items that generate goodwill include the value of the synergies between the acquired companies and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. ASC 350 allows an entity to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. Examples of events or circumstances that may be indicative of impairment include but are not limited to: macroeconomic and industry conditions, overall financial performance and adverse changes in legal, regulatory, market share and other relevant entity specific events. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period. The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill. The Company determines the fair value of its reporting units using a discounted cash flow model, which utilizes key assumptions such as projected revenues, cost of revenues and operating expenses. These assumptions are determined by the Company’s management utilizing its internal operating plan, growth rates for revenues and operating expenses and margin assumptions. An additional key assumption under this approach is the discount rate, based on the weighted average cost of capital, which is adjusted for current risk-free rates of capital, current market interest rates, and the evaluation of a risk premium relevant to the business segment. If the Company’s assumptions relative to revenue growth rates, cost of revenues and operating expenses were to change, the Company’s fair value calculation may change, which could result in impairment. If the Company’s assumptions relative to the discount rate and the evaluation of risk premium growth rates were to change, the Company’s fair value calculation may change, which could result in impairment. The Company uses the income approach to determine the fair value of the reporting units because it considers the anticipated future financial performance of the reporting units. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated results of operations. The Company’s goodwill is tested for impairment at least on an annual basis, on the last day of the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The goodwill is assigned to the reporting units of the AI Solutions segment (which was recorded in the acquisition of Nanox AI) and the Radiology Services segment (which was recorded in the acquisition of USARAD). The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill, to those reporting units. During 2023 and 2022, the Company recognized a goodwill impairment of $7,420 and 50,878 thousand, respectively. As of December 31, 2021, the Company did not determine that it was more likely that not that the fair value of each reporting unit was less than its carrying amount. See note 4. Other Intangible Assets, net Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life. Amortization of radiologist relationships, market platform, developed technology and image big data are recorded under cost of revenues. Amortization of trade names and customer relationships are recorded under sales and marketing expenses. In addition, the amortization period for intangible assets is reassessed and, if necessary, revised. |
Impairment of long-lived assets | k. Impairment of long-lived assets The Company’s long-lived assets, such as property, plant and equipment and identifiable intangible assets are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators which could trigger an impairment may include, among others, any significant changes in the manner of the Company’s use of the assets or the strategy of the Company’s overall business, certain reorganization initiatives, significant negative industry or economic trends or when the Company concludes that it is more likely than not that an asset will be disposed of or sold. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. This measurement includes significant estimates and assumptions inherent in the estimate of the fair value of identifiable intangible assets and property and equipment such as assumptions associated with forecasting profitability, including operational margins and capital expenditures. Accordingly, changes in the assumptions described above could have a material impact on our consolidated results of operations. An impairment charge in the amount of $172 thousand and $214 thousand was recorded for the years ended December 31, 2022 and 2021, respectively, in relation to the Company’s Property, Plant and Equipment. During 2023, 2022 and 2021, the Company did not record any impairment charge related to its definite life intangible assets. |
Investment in Equity Securities | l. Investment in Equity Securities The Company’s investment in equity securities consists of non-marketable equity securities, which is an investment in a privately held company and presented under other non-current assets. The Company’s equity investment does not have a readily determinable fair value. The investment is measured as cost method investment under the measurement alternative prescribed within ASU 2016-01 “Financial Instruments—Recognition and Measurement of Financial Assets and Financial Liabilities” to the extent such an investment is not subject to consolidation or the equity method. Under the measurement alternative, this investment is carried at cost, less any impairment, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The investment is impaired if based on a qualitative assessment of impairment indicators, the fair value of the investment is less than its carrying amount. If considered impaired, the difference between the carrying amount and fair value should be recorded in the consolidated statement of operations. In February 2022, the Company purchased 67,000 common shares of a privately held company for an amount of $1,010 thousand. |
Severance pay | m. Severance pay Israeli labor law generally requires severance pay be granted upon dismissal of an employee or upon termination of employment under certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the Company’s employees in Israel are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments under Section 14 relieve the Company from any future severance payment obligation with respect to those employees and, as such, the Company may only utilize the insurance policies for the purpose of disbursement of severance pay. As a result, the Company does not recognize an asset nor liability for these employees. In 2023, 2022 and 2021, all of the employees of the Company and its subsidiary in Israel are subject to Section 14 of the Severance Law. Severance pay expenses for 2023, 2022 and 2021 amounted to $1,024 thousand, $1,251 thousand and $846 thousand, respectively. |
Legal and other contingencies | n . Legal and other contingencies Certain conditions, such as legal proceedings, may exist as of the date the consolidated financial statements are issued that may result in a loss to the Company, but that will only be resolved when one or more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management evaluates with its legal advisors the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. Such assessment inherently involves an exercise of judgment. Legal fees are expensed as incurred. Litigation outcomes and contingencies are unpredictable and excessive verdicts can occur. Therefore, the Company’s assessments involve complex judgments concerning future events and often rely heavily on estimates and assumptions. The Company applies the guidance in ASC 450-20-25 when assessing losses resulting from contingencies. The Company reviews the adequacy of the accruals on a periodic basis and may determine to alter its reserves at any time in the future if the Company believes it would be appropriate to do so. As such accruals are based on management’s judgment as to the probability of losses and, where applicable, actuarially determined estimates, accruals may materially differ from actual verdicts, settlements or other agreements made with regards to such contingencies. If the assessment of a contingency indicates that it is probable that a material loss would be incurred and the amount of the liability can be estimated, then the Company records an accrued expense in the Company’s consolidated financial statements based on its best estimate. Loss contingencies considered to be remote by management are generally not disclosed unless material. For additional information, see note 12. |
Revenue Recognition | o. Revenue Recognition The majority of the Company’s revenues are derived from radiology service fees received from various payors based on established billing rates. Revenues are derived directly from hospitals and healthcare providers. The Company recognizes revenue in the period in which the performance obligation is satisfied. The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the contract with a customer; (ii) identification of the promised services in the contract and determination of whether they represent performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The teleradiology services have one performance obligation where the Company acts as principal to its customers (imaging centers, hospitals, and other healthcare providers). Revenue is recognized at a point in time when such performance obligation is satisfied, specifically when the radiologist completes the reading and the annotation of the patient’s images. At large, payments are due at satisfaction of the Company’s performance obligation and after the Company issues an invoice. The Company’s teleradiology fees are fixed based on the type of modalities and agreed with its customers prior to rendering its services. Invoices are issued monthly for services rendered in the same month. Payments are due upon receipt of the invoice. The Company assesses collectability as part of the revenue recognition model. This assessment includes a number of factors such past due amounts, past payment history, and current economic conditions. If it is determined that collectability cannot be reasonably assured, the Company will not recognize the revenue until collectability is assured. The Company records deferred revenue for any upfront payments received in advance of the Company’s performance obligations being satisfied. |
Research and development expenses, net | p. Research and development expenses, net Research and development expenses are presented net of grants and charged to the statement of operations as incurred and consist primarily of personnel, materials and supplies for research and development activities. |
Income tax | q. Income tax 1) The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current. 2) Taxes that would apply in the event of disposal of investments in foreign and domestic subsidiaries have not been taken into account in computing the deferred tax assets as it is apparent that the temporary differences will not reverse in the foreseeable future. 3) The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). 4) |
Share-based compensation | r. Share-based compensation The Company accounts for share-based compensation under ASC 718, “Compensation - Stock Compensation,” which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to non-employees, employees, officers and directors. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The Company uses the Black-Scholes option-pricing model as part of such estimation. The Company recognizes compensation expenses for its stock-based option awards and RSUs on a straight-line basis over the requisite service period (primarily a four-year period). The Company accounts for forfeitures as they occur. |
Loss per share | s. Loss per share Basic loss per share is computed by dividing net loss attributable to holders of ordinary shares of the Company by the weighted average number of ordinary shares outstanding for each reporting period (including vested RSUs). In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. Potential dilutive ordinary shares result from assumed exercise of options and the assumed vesting of RSUs, using the “treasury stock” method. The Company did not take into account any dilutive instruments, such as investor warrants, share-based payments and earn-out liabilities that will be settled in ordinary shares upon the achievement of certain milestones, for which the Company assesses their occurrence at the end of each reporting period-, since their effect is anti-dilutive. |
Fair value measurement | t. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. The Company’s financial instruments consist mainly of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other liabilities. The fair value of these financial instruments approximates their carrying value. Balance as of Level 1 Level 2 Level 3 Total Assets: Money market funds (*) 28,373 - 28,373 Marketable securities (***) - 26,006 - 26,006 Total assets - 54,379 - 54,379 Liabilities: Current maturities of long term loan - - 3,378 3,378 Contingent short-term earnout liability (**) - - 1,500 1,500 Total liabilities - - 4,878 4,878 The Company classifies AFS securities within Level 2 because it uses alternative pricing sources and models utilizing market observable inputs to determine their fair value. Balance as of Level 1 Level 2 Level 3 Total Assets: Money market funds (*) 31,841 31,841 Marketable securities (***) - 64,359 - 64,359 Total assets - 96,200 - 96,200 Liabilities: Long term loan - - 3,228 3,228 Contingent short term earnout liability (**) - - 4,250 4,250 Contingent long-term earnout liability (**) - - 4,089 4,089 Total liabilities - - 11,567 11,567 The Company classifies AFS securities within Level 2 because it uses alternative pricing sources and models utilizing market observable inputs to determine their fair value. (*) As of December 31, 2023, approximately $28,373 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria. As of December 31, 2022, approximately $31,841 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria. (**) The income valuation approach is applied, and the valuation inputs include the contingent payment arrangement terms, discount rate and probability assessments. (***) The following tables summarize the amortized cost, unrealized gains and losses, and fair value of available-for-sale marketable securities as of December 31, 2023 and 2022: December 31, 2023 Fair value Cost or amortized cost Gross unrealized holding loss Level 2 securities: Municipal bonds 2,263 2,291 (28 ) Corporate debt 19,441 19,715 (274 ) Certificates of deposit 2,989 2,989 - Other 1,313 1,316 (3 ) Total 26,006 26,311 (305 ) December 31, 2022 Fair value Cost or amortized cost Gross unrealized holding loss Level 2 securities: Municipal bonds 8,216 8,430 (214 ) Corporate debt 47,476 49,099 (1,623 ) Certificates of deposit 4,983 4,983 - Other 3,684 3,821 (137 ) Total 64,359 66,333 (1,974 ) As of December 31, 2023 and 2022, the Company’s debt securities and certificates of deposit had the following maturity dates: December 31 2023 2022 Due within one year 26,006 39,161 1 to 2 years - 25,198 Total 26,006 64,359 Contingent earnout liability: The Company determines the fair value of the liabilities for the earn-out contingent consideration based on a probability-weighted discounted cash flow analysis with regards to probability assessments of achievement of certain milestones and discount rate. A probability of success factor ranging fro m 0% to 100% was us tone and the risk adjusted discount rate for fair value measurement. The weighted average discount rate ranged The following table summarizes the activity for those financial liabilities where fair value measurements are estimated utilizing Level 3 inputs: December 31, December 31, December 31, (U.S. Dollar in thousands) Fair value at the beginning of the year $ 8,339 $ 48,285 - Initial recognition of earnout liabilities - - 48,285 Change in fair value of earn out liabilities obligation - (4,488 ) (20,376 ) - Issuance of ordinary shares due to achievement of milestones and settlement of contingent consideration (*) (1,561 ) (19,570 ) - Payment due to settlement of contingent earnout liabilities (*) (790 ) - - Reclassification of earn-out liability to equity (**) (1,500 ) - Fair value at the end of the year $ - $ 8,339 $ 48,285 (*) On January 19, 2022, the Company issued 89,286 shares to the former shareholders of Zebra due to partial achievement of a milestone that occurred post-closing. On December 29, 2022, the Company entered into a settlement with respect to any additional amount that could be granted under the Agreement, according to which the Company issued Zebra’s former shareholders an additional 2,648,424 ordinary shares (representing additional consideration of approximately $18,617 thousand). As a result of the settlement, both parties’ performance obligations under the Agreement have been satisfied in full. Therefore, no further revaluations are required due to this settlement. On April 28, 2023, the Company agreed to pay an aggregate amount of $290 in cash and 45,392 ordinary shares to the former stockholders of USARAD, in consideration for the achievement of certain milestones in connection with the first earn out period, as defined in the USARAD Stock Purchase Agreement. In addition, the Company and the former shareholders of USARAD entered into a settlement agreement with respect to any additional amount that could be granted to the shareholders of USARAD as consideration for the remainder of the milestones and applicable earn-outs under the USARAD Stock Purchase Agreement, according to which the Company agreed to pay an aggregate of $500 in cash and 210,000 ordinary shares to the former stockholders of USARAD. As a result of the settlement, both parties’ performance obligations under the USARAD Stock Purchase Agreement have been satisfied in full. (**) See note 3 The Quantitative Information about Level 3 Fair Value Measurements of the Company’s short-term and long-term contingent consideration liabilities designated as Level 3 are as follows: Fair Value at 2022 Valuation Significant Input Contingent short term earnout liability — (MDW Inc. and USARAD Holding Inc.) $ 4,250 Discounted cash flow contingent payment arrangement terms, and probability of achievement Contingent long term earnout liability — (USARAD Holding Inc.) $ 4,089 Discounted cash flow contingent payment arrangement terms, and probability of achievement |
Concentration of Credit Risks | u. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, marketable securities and accounts receivable. The Company’s cash and cash equivalents and restricted cash are invested with major banks in Israel, the United States and Korea. Generally, these investments may be redeemed upon demand and the Company believes that the financial institutions that hold the Company’s cash balances are financially sound and, accordingly, bear minimal risk. The Company’s accounts receivable is derived primarily from sales to the Company’s teleradiology business segment located mainly in the United States. Concentration of credit risk with respect to accounts receivable is mitigated by the fact that trade accounts receivables is typically due upon the issuance of invoice for services rendered. |
Leases | v. Leases The Company accounts for leases in accordance with ASC 842. The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, current maturities of operating leases liabilities and Non-current operating leases liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized as of the commencement date based on the present value of lease payments over the lease term. On the commencement date, lease payments that include variable lease payments dependent on an index or a rate (such as the Consumer Price Index or a market interest rate), are initially measured using the index or rate at the commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The company elected to separate between lease and non-lease components and will recognize the non-lease component as expense when incurred. The discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. As the Company’s leases do not provide an implicit rate, the Company’s uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term (see also note 8). |
Segment reporting | w. Segment reporting ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit and operating loss by the three identified reportable segments. The Company’s business includes three operating segments based on the services that the Company provides. The three segments are composed of the Nanox.ARC segment, the AI solutions segment and the Radiology services segment. |
New Accounting pronouncements Accounting Pronouncements effective in future periods | x. New Accounting pronouncements Accounting Pronouncements effective in future periods In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Years Computers and electronic equipment 3-7 Office furniture and lab equipment 5-7 Vehicles 7 Equipment and machinery 5-10 |
Schedule of Financial Assets and Liabilities Measured Fair Value | The fair value of these financial instruments approximates their carrying value. Balance as of Level 1 Level 2 Level 3 Total Assets: Money market funds (*) 28,373 - 28,373 Marketable securities (***) - 26,006 - 26,006 Total assets - 54,379 - 54,379 Liabilities: Current maturities of long term loan - - 3,378 3,378 Contingent short-term earnout liability (**) - - 1,500 1,500 Total liabilities - - 4,878 4,878 Balance as of Level 1 Level 2 Level 3 Total Assets: Money market funds (*) 31,841 31,841 Marketable securities (***) - 64,359 - 64,359 Total assets - 96,200 - 96,200 Liabilities: Long term loan - - 3,228 3,228 Contingent short term earnout liability (**) - - 4,250 4,250 Contingent long-term earnout liability (**) - - 4,089 4,089 Total liabilities - - 11,567 11,567 (*) As of December 31, 2023, approximately $28,373 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria. As of December 31, 2022, approximately $31,841 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria. (**) The income valuation approach is applied, and the valuation inputs include the contingent payment arrangement terms, discount rate and probability assessments. (***) The following tables summarize the amortized cost, unrealized gains and losses, and fair value of available-for-sale marketable securities as of December 31, 2023 and 2022: |
Schedule of Amortized Cost, Unrealized Gains, Losses, and Fair Value of Available-for-Sale Marketable Securities | The following tables summarize the amortized cost, unrealized gains and losses, and fair value of available-for-sale marketable securities as of December 31, 2023 and 2022: December 31, 2023 Fair value Cost or amortized cost Gross unrealized holding loss Level 2 securities: Municipal bonds 2,263 2,291 (28 ) Corporate debt 19,441 19,715 (274 ) Certificates of deposit 2,989 2,989 - Other 1,313 1,316 (3 ) Total 26,006 26,311 (305 ) December 31, 2022 Fair value Cost or amortized cost Gross unrealized holding loss Level 2 securities: Municipal bonds 8,216 8,430 (214 ) Corporate debt 47,476 49,099 (1,623 ) Certificates of deposit 4,983 4,983 - Other 3,684 3,821 (137 ) Total 64,359 66,333 (1,974 ) |
Schedule of Debt Securities and Certificates of Deposit | As of December 31, 2023 and 2022, the Company’s debt securities and certificates of deposit had the following maturity dates: December 31 2023 2022 Due within one year 26,006 39,161 1 to 2 years - 25,198 Total 26,006 64,359 |
Schedule of Financial Liabilities Where Fair Value Measure | The following table summarizes the activity for those financial liabilities where fair value measurements are estimated utilizing Level 3 inputs: December 31, December 31, December 31, (U.S. Dollar in thousands) Fair value at the beginning of the year $ 8,339 $ 48,285 - Initial recognition of earnout liabilities - - 48,285 Change in fair value of earn out liabilities obligation - (4,488 ) (20,376 ) - Issuance of ordinary shares due to achievement of milestones and settlement of contingent consideration (*) (1,561 ) (19,570 ) - Payment due to settlement of contingent earnout liabilities (*) (790 ) - - Reclassification of earn-out liability to equity (**) (1,500 ) - Fair value at the end of the year $ - $ 8,339 $ 48,285 (*) On January 19, 2022, the Company issued 89,286 shares to the former shareholders of Zebra due to partial achievement of a milestone that occurred post-closing. On December 29, 2022, the Company entered into a settlement with respect to any additional amount that could be granted under the Agreement, according to which the Company issued Zebra’s former shareholders an additional 2,648,424 ordinary shares (representing additional consideration of approximately $18,617 thousand). As a result of the settlement, both parties’ performance obligations under the Agreement have been satisfied in full. Therefore, no further revaluations are required due to this settlement. On April 28, 2023, the Company agreed to pay an aggregate amount of $290 in cash and 45,392 ordinary shares to the former stockholders of USARAD, in consideration for the achievement of certain milestones in connection with the first earn out period, as defined in the USARAD Stock Purchase Agreement. In addition, the Company and the former shareholders of USARAD entered into a settlement agreement with respect to any additional amount that could be granted to the shareholders of USARAD as consideration for the remainder of the milestones and applicable earn-outs under the USARAD Stock Purchase Agreement, according to which the Company agreed to pay an aggregate of $500 in cash and 210,000 ordinary shares to the former stockholders of USARAD. As a result of the settlement, both parties’ performance obligations under the USARAD Stock Purchase Agreement have been satisfied in full. (**) See note 3 |
Schedule of Fair Value Measurements of the Short Term and Long Term | The Quantitative Information about Level 3 Fair Value Measurements of the Company’s short-term and long-term contingent consideration liabilities designated as Level 3 are as follows: Fair Value at 2022 Valuation Significant Input Contingent short term earnout liability — (MDW Inc. and USARAD Holding Inc.) $ 4,250 Discounted cash flow contingent payment arrangement terms, and probability of achievement Contingent long term earnout liability — (USARAD Holding Inc.) $ 4,089 Discounted cash flow contingent payment arrangement terms, and probability of achievement |
Business Combination and Othe_2
Business Combination and Other Transaction (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Other Transaction [Abstract] | |
Schedule of Fair Value Consideration Transferred | The following table summarizes the fair value of the consideration transferred to Zebra shareholders in 2021 for the Zebra transaction: U.S.$ Cash payments $ - Issuance of ordinary shares, options and RSUs 88,510 Contingent short term earnout liability 38,129 Contingent long term earnout liability 2,660 Total consideration $ 129,299 U.S. $ Cash payments $ 7,147 Issuance of ordinary shares 11,500 Contingent consideration at estimated fair value 6,405 Total consideration $ 25,052 |
Schedule of the Purchase Price to Assets Acquired and Liabilities Assumed | The allocation of the purchase price to assets acquired and liabilities assumed in 2021, is as follows: Allocation of (U.S. $ in Cash, cash equivalents and Restricted Cash $ 6,956 Accounts Receivables 99 Other current assets 430 Intangible assets 79,816 Goodwill 51,243 Other assets 1,693 Total assets acquired 140,237 Net deferred tax liabilities 3,413 Contingent short term earnout liability 38,129 Contingent long-term earnout liability 2,660 Convertible note (*) 3,000 Other labilities 4,525 Total liabilities assumed 51,727 Net assets acquired $ 88,510 (*) A 3 years Convertible Loan Agreement, dated August 9, 2021 between the Company and Nanox AI in the amount of $3 million, which bears an annual interest of 6% and shall be automatically converted into the Nanox AI’s Preferred C Shares, at a price per share of $23.42. This loan is eliminated in the consolidated financial statements. Allocation of (U.S. $ in thousands) Cash and cash equivalents $ 332 Accounts Receivables 912 Intangible assets 21,187 Goodwill 7,055 Other assets 33 Total assets acquired 29,519 Loan from a government agency 144 Other labilities 557 Net deferred tax liabilities 3,766 Contingent short term earnout liability 3,453 Contingent long term earnout liability 2,952 Total liabilities assumed 10,872 Net assets acquired $ 18,647 |
Goodwill & Intangible Assets,_2
Goodwill & Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill & Intangible Assets, Net [Abstract] | |
Schedule of Goodwill and Intangible Assets | The following table presents the changes in the carrying amount of goodwill during the periods ended December 31, 2023, and 2022 (U.S. dollars in thousands): Segment of Operation Radiology AI Solutions Total Balance as of December 31, 2021 $ 7,055 $ 51,243 $ 58,298 Impairment of the Goodwill related to the acquisition of Nanox AI $ - $ (50,878 ) $ (50,878 ) Balance as of December 31, 2022 $ 7,055 $ 365 $ 7,420 Impairment of the Goodwill related to the acquisition of Nanox AI $ - $ (365 ) $ (365 ) Impairment of the Goodwill related to the acquisition of USARAD $ (7,055 ) $ - $ (7,055 ) Balance as of December 31, 2023 $ - $ - $ - |
Schedule of Reporting Units Exceeded the Carrying Value | As of December 31, 2022, the percentage by which the estimated fair value of the Company’s reporting units exceeded the carrying value was as the following: Goodwill Goodwill Goodwill Assigned ( in millions $ 365 $ 7,055 Fair Value/Carrying Amount 100.00 % 105.3 % |
Schedule of Intangible Assets | Identifiable intangible assets consisted of the following: Accumulated amortization Useful life Gross carrying amount December 31, Net carrying amount (Years) 2023 2022 2023 2022 2023 2022 (U.S. $ in thousands) Developed technology 10 27,316 $ 27,316 $ 5,921 $ 3,187 $ 21,395 $ 24,129 Image big data 10 52,500 52,500 11,375 6,125 41,125 46,375 Market platform 4 2,591 2,591 1,404 756 1,187 1,835 Radiologist relationships 11.17 17,770 17,770 3,448 1,856 14,322 15,914 Trade name 12.17 2,095 2,095 373 201 1,722 1,894 Customer relationships 6.17 1,322 1,322 466 250 856 1,072 Weighted Average Useful life (Years) 10.05 $ 103,594 $ 103,594 $ 22,987 $ 12,375 $ 80,607 $ 91,219 |
Schedule of Amortization of Intangible Assets | Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows (U.S. dollars in thousands): Year ended December 31, 2024 $ 10,607 2025 10,498 2026 9,959 2027 9,959 2028 and thereafter 39,584 Total $ 80,607 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | The following table summarizes the Company’s inventories: December 31, 2023 2022 (U.S. Dollars in thousands) Raw materials and parts 1,667 - Finished goods 689 - 2,356 - |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | Composition of property and equipment grouped by major classifications is as follows: December 31, 2023 2022 (U.S. Dollars in thousands) Office furniture and lab equipment 468 721 Computers and electronic equipment 1,464 1,304 Equipment and machinery 3,471 4,326 Leasehold improvement 854 647 Vehicles 243 156 Land – See b below 6,314 6,314 Production line– See b below 32,220 31,740 45,034 45,208 Less: accumulated depreciation (2,691 ) (1,663 ) Total property and equipment, net 42,343 43,545 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash, Cash Equivalents and Restricted Cash Equivalents [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported on the consolidated balance sheet that sum to the same total amount as shown in the consolidated statement of cash flows. December 31, 2023 2022 (U.S. Dollars in thousands) Cash and cash equivalents 56,377 38,463 Restricted bank deposits (1) - 66 Total cash, cash equivalents and restricted cash shown in the statement of cash flows 56,377 38,529 (1) As of December 31, 2022, the Company’s restricted cash equivalents consisted of bank deposits that were denominated in New Israeli Shekel. Restricted deposit is presented at cost including accrued interest. This restricted bank deposit is used as security for credit card use and collateralizing the Company’s lease contracts. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Company's Total Lease Costs | The table below presents the effects on the amounts relating to the Company’s total lease costs: Year ended 2023 2022 (U.S. Dollars Operating lease cost: Fixed payments 1,121 937 Short-term lease cost - 72 Total operating lease cost 1,121 1,009 |
Schedule of Supplemental Cash Flow Information | The table below presents supplemental cash flow information related to operating leases: Year ended 2023 2022 (U.S. Dollars Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases 1,446 1,231 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 4,411 320 |
Schedule of Supplemental Balance Sheet Information | The table below presents supplemental balance sheet information related to operating leases: December 31, 2023 2022 (U.S. Dollars Operating leases: Operating lease right-of-use assets 4,573 1,157 Current maturities of operating leases 861 740 Non-current operating leases 4,045 398 Total operating lease liabilities 4,906 1,138 December 31, 2023 2022 Weighted average remaining lease term Operating leases 8.42 1.52 Weighted average discount rate Operating leases 12.12 % 5.84 % |
Schedule of Maturities of Operating Lease Liabilities | The table below presents maturities of operating lease liabilities: December 31, 2023 (U.S. Dollars 2024 1,051 2025 820 2026 851 2027 879 2028 778 2029 and thereafter 3,862 Total operating lease payments 8,241 Less: imputed interest 3,335 Present value of lease liabilities 4,906 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Revenue [Abstract] | |
Schedule of Deferred Revenue | The following table represents the changes in deferred revenue for the year ended December 31, 2023 and December 31, 2022: Deferred Balance at January 1, 2022 $ 662 Additions 102 Revenue recognized in the reported period (184 ) Balance at December 31, 2022 (*) $ 580 Additions 176 Revenue recognized in the reported period - (213 ) Balance at December 31, 2023 (**) $ 543 * Includes $398 thousand under long term deferred revenue in the Company’s consolidated balance sheets as of December 31, 2022. ** Includes only short term deferred revenue in the Company’s consolidated balance sheets as of December 31, 2023. |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
Schedule of Related Party | Related party balances at December 31, 2023 and December 31, 2022 consisted of the following: December 31, December 31, (U.S. Dollars in thousands) (a) Due from Illumigyn $ 17 $ 48 (b) Due from (to) Wellsense Technologies Ltd. (13 ) 10 (c) Due from Six-Eye Interactive 4 21 (d) Due from Six AI ltd. - 8 (e) Due from Musashi (*) - 2 Total from related parties $ 8 $ 89 (*) From 2023 Musashi is no longer a related party |
Schedule of Related Parties Transactions | Year ended December 31, 2023 2022 2021 (U.S. Dollars in thousands) Research and development – see c below - - 80 General and administrative – see d and e below - (218 ) (191 ) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Equity [Abstract] | |
Schedule of Issued and Outstanding | The following table presents the number of authorized and issued and outstanding shares as of each reporting date for each class of shares: December 31, 2023 December 31, 2022 Authorized Issued and Authorized Issued and Ordinary shares 100,000,000 57,778,628 100,000,000 55,094,237 Total 100,000,000 57,778,628 100,000,000 55,094,237 |
Schedule of Shared - Based Payments to Employees | The Company recorded an expense of $642 attributable to RSUs awards during the reporting period, which was included in Research and development expenses, net. Year ended Weighted Number of average share-based exercise payment Price (in awards U.S. Dollar) Outstanding at beginning of year 5,115,910 $ 15.19 Changes during the year: Granted 545,105 11.22 Exercised (286,141 ) 3.02 Forfeited (153,480 ) 19.36 Outstanding at end of year 5,221,394 13.34 Aggregate intrinsic value $ 5,112 - Exercisable at end of year 3,621,783 10.43 Aggregate intrinsic value $ 5,110 - |
Schedule of Black-Scholes Option-Pricing Model | he assumptions used for the year ended December 31, 2023 and year ended at December 31, 2022 are as follows: Year ended Year ended Dividend yield 0 0 Expected volatility 74.26% - 81.80% 50.75% - 52.75% Risk-free interest rate 3.45% - 4.28% 1.52% - 4.34% Expected term (years) 6.25 - 10 5.52–10 |
Schedule of Information Concerning Outstanding and Exercisable Awards | The following table summarizes information concerning outstanding and exercisable awards as of December 31, 2023: December 31, 2023 Awards outstanding Awards exercisable Number of Weighted Number of Weighted awards average awards average outstanding remaining exercisable remaining Exercise at end of contractual at end of contractual price year life (years) year life (years) $ 0.00-0.01 31,389 *) - 31,389 - $ 2.21 2,313,143 5.94 2,312,101 5.94 $ 11.06 52,000 9.39 - - $ 11.52 346,500 9.47 43,312 9.47 $ 16.00 213,109 6.03 161,062 5.37 $ 17.63 968,328 8.68 319,132 8.52 $ 23.19 210,000 7.78 105,000 7.78 $ 23.42 16,000 7.77 8,000 7.77 $ 23.84 595,268 7.95 313,184 7.94 $ 23.86 69,400 7.75 39,035 7.75 $ 24.97 21,900 7.42 13,687 7.42 $ 28.96 18,875 6.84 18,875 6.84 $ 30.66 26,400 7.53 14,848 7.53 $ 30.93 20,000 6.81 20,000 6.81 $ 36.74 3,000 6.93 2,250 6.93 $ 40.21 45,072 7.19 32,777 7.19 $ 49.68 233,000 7.05 160,187 7.05 $ 59.2 13,000 6.94 9,750 6.94 $ 64.61 25,010 7.12 17,194 7.12 *) Including 18,326 RSUs that were granted to the employees of Nanox AI at the completion of the merger and 13,063 RSUs that were issued in consideration for services. |
Schedule of Share-Based Compensation Expenses | Share-based compensation expenses Year Ended December 31, 2023 2022 2021 (U.S. dollars in thousands) Cost of revenue 56 99 51 Research and development 3,818 4,806 3,248 Sales and Marketing 484 997 2,442 General and administrative 2,480 12,721 13,065 6,838 18,623 18,806 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Income (Loss) Before Income Taxes Consisted | Income (loss) before income taxes consisted of the following for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) (44,158 ) (99,979 ) (56,609 ) Foreign (16,957 ) (16,942 ) (5,237 ) Loss before income taxes (61,115 ) (116,921 ) (61,846 ) Income tax expense (benefit) consisted of the following for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) - (3,357 ) (57 ) Foreign (339 ) (321 ) 9 Income tax benefit (339 ) (3,678 ) (48 ) |
Schedule of Taxes on Income | Taxes on income for the years ended December 31, 2023, 2022 and 2021 were comprised of the following: December 31 2023 2022 2021 U.S. dollars in thousands Current tax expenses: Domestic - - - Foreign 38 55 68 Total 38 55 68 Deferred: Domestic - (3,357 ) (57 ) Foreign (377 ) (376 ) (59 ) Total (377 ) (3,733 ) (116 ) Income tax benefit (339 ) (3,678 ) (48 ) |
Schedule of Theoretical Income Tax Expense to Actual Income Tax Expense | A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows: December 31 2023 2022 2021 U.S. dollars in thousands Loss before taxes on income (61,115 ) (116,921 ) (61,846 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (14,056 ) (26,892 ) (14,225 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions 333 (261 ) (110 ) Operating losses and other temporary differences for which valuation allowance was provided 10,434 11,467 6,571 Permanent differences: Stock based compensation 1,550 4,361 4,343 Goodwill impairment 1,566 11,702 - Change in earnout liability (942 ) (4,686 ) - Other nondeductible items 776 631 3,373 Actual tax benefit (339 ) (3,678 ) (48 ) |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: December 31 2023 2022 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 43,699 38,967 Research and development 3,771 4,027 Employee and payroll accrued expenses 376 740 Operating lease liabilities 1,147 - Other 1,507 532 Total deferred tax assets 50,500 44,266 Less right of use assets (1,069 ) - Less intangible assets (19,185 ) (19,562 ) Deferred tax assets, net 30,246 24,704 Less valuation allowance for deferred tax assets (30,246 ) (24,704 ) Deferred tax assets - - |
Schedule of Valuation Allowance | As of December 31, 2023, and 2022, the Company has recorded a full valuation allowance of $30,246 and $24,704 thousand with regard to its deferred taxes (which is mainly tax loss carryforwards and temporary differences due to research and development expenses generated in Israel), respectively. U.S. dollars Valuation allowance, December 31, 2022 $ 24,704 Increase 5,542 Valuation allowance, December 31, 2023 $ 30,246 |
Segments of Operations (Tables)
Segments of Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segments of Operations [Abstract] | |
Schedule of Reportable Operating Segments Based on Net Sales and Operating Loss | The accounting policies of the various segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.” The Company evaluates the performance of its reportable operating segments based on net sales and operating loss. Year ended December 31, 2023 (U.S. dollars in thousands) Nanox. ARC Radiology Services AI Solutions Total Revenues $ 116 $ 9,462 $ 327 $ 9,905 Segment operating loss (42,231 ) (4,288 ) (16,070 ) (62,589 ) Financial income 1,652 Realized loss from sale of marketable securities ( 178 ) Loss before taxes on income $ (61,115 ) Depreciation and amortization expenses $ 1,036 $ 12 $ 150 $ 1,198 Change in obligation in earn-out liabilities $ - $ (4,488 ) $ - $ (4,488 ) Goodwill impairment $ - $ 7,055 $ 365 $ 7,420 Stock based compensation $ 5,678 $ 202 $ 958 $ 6,838 Total Assets $ 130,665 $ 21,709 $ 66,274 $ 218,648 Expenditures for segment’s assets $ 3,184 $ 81 $ 38 $ 3,303 Year ended Nanox. Radiology AI Solutions Total Revenues $ - $ 8,235 $ 343 $ 8,578 Segment operating loss (67,066 ) (2,760 ) (47,884 ) (117,710 ) Financial income 789 Loss before taxes on income $ (116,921 ) Depreciation and amortization expenses $ 611 $ 2,642 $ 8,259 $ 11,512 Change in obligation in earn-out liabilities $ - $ 840 $ (21,216 ) $ (20,376 ) Goodwill impairment $ - $ - $ 50,878 $ 50,878 Stock based compensation $ 17,049 $ 224 $ 1,350 $ 18,623 Total Assets $ 148,352 $ 30,753 $ 74,828 $ 253,933 Expenditures for segment’s assets $ 8,140 $ 15 $ 26 $ 8,181 Year ended Nanox. ARC Radiology Services AI Solutions Total Revenues $ - $ 1,034 $ 270 $ 1,304 Segment operating loss (56,875 ) (530 ) (4,153 ) (61,558 ) Financial expense (288 ) Loss before taxes on income $ (61,846 ) Depreciation and amortization expenses 458 441 1,393 2,292 Stock based compensation $ 18,433 $ 37 $ 336 $ 18,806 Total Assets $ 195,621 $ 31,802 $ 135,747 $ 363,170 Expenditures for segment’s assets $ 23,139 $ 2,859 $ 19 $ 26,017 |
Schedule of Property and Equipment by Geography | Long-lived assets by geography Year Ended 2023 2022 2021 Israel 7,360 5,476 4,986 South Korea 38,921 38,922 33,949 Unites States 635 159 29 Japan - 145 196 46,916 44,702 39,160 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loss Per Share [Abstract] | |
Schedule of Basic Loss Per Share | Basic loss per share is calculated by dividing the loss attributable to the Company’s owners by the weighted average number of ordinary shares in issue. Year ended December 31, 2023 2022 2021 Net loss attributable to Company’s owners $ (60,776 ) $ (113,243 ) (61,798 ) The weighted average of the number of ordinary shares (in thousands) 56,368 52,235 48,216 Basic and diluted loss per share $ (1.08 ) $ (2.17 ) (1.28 ) |
General (Details)
General (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jul. 26, 2023 | Aug. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 02, 2021 | |
General [Line Items] | |||||
Warrants term | 5 years | ||||
Net proceeds | $ 27.1 | ||||
Annaul inflation term | 40 years | ||||
IPO [Member] | |||||
General [Line Items] | |||||
Net proceeds | $ 30 | ||||
Sale of ordinary shares (in Shares) | 2.1 | ||||
Ordinary shares, par value (in Dollars per share) | $ 19 | ||||
Warrant [Member] | |||||
General [Line Items] | |||||
Ordinary shares purchased (in Shares) | 2.1 | ||||
Purchase price per share (in Dollars per share) | $ 14 | ||||
Business Acquisition [Member] | |||||
General [Line Items] | |||||
Percentage of acquisition shares | 100% | ||||
Nasdaq [Member] | IPO [Member] | |||||
General [Line Items] | |||||
Net proceeds | $ 169 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Apr. 28, 2023 | Feb. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2022 | Jan. 19, 2022 | |
Significant Accounting Policies [Line Items] | |||||||
Goodwill impairment | $ 7,420 | $ 50,878 | |||||
Impairment of property and equipment | $ 1,297 | 172 | 214 | ||||
Private held amount | $ 1,010 | ||||||
Salary percentage | 8.33% | ||||||
Expenses | $ 1,024 | $ 1,251 | 846 | ||||
Tax benefit percentage | 50% | ||||||
Ordinary shares issued, Additionally (in Shares) | 57,778,628 | 55,094,237 | |||||
Ordinary shares issued, additionally, value | $ 165 | $ 158 | |||||
Cash | $ 290 | ||||||
Ordinary shares (in Shares) | 45,392 | ||||||
Common Stock [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Purchased common shares (in Shares) | 67,000 | ||||||
Ordinary shares issued, Additionally (in Shares) | 57,778,628 | 55,094,237 | |||||
Ordinary shares (in Shares) | 34,750 | ||||||
Impairment of Long-Lived Assets [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Impairment of property and equipment | $ 172 | $ 214 | |||||
Cash and Cash Equivalents [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Debt securities | $ 28,373 | $ 31,841 | |||||
Minimum [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Success rate percentage | 0% | ||||||
Weighted average discount rate | 4.696% | ||||||
Maximum [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Success rate percentage | 100% | ||||||
Weighted average discount rate | 27.90% | ||||||
USARAD Holding Inc. [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cash | $ 500 | ||||||
Ordinary shares (in Shares) | 210,000 | ||||||
Zebra [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Shares issued (in Shares) | 89,286 | ||||||
Ordinary shares issued, Additionally (in Shares) | 2,648,424 | ||||||
Ordinary shares issued, additionally, value | $ 18,617 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Property and Equipment | Dec. 31, 2023 |
Computers and electronic equipment [Member] | Minimum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 3 years |
Computers and electronic equipment [Member] | Maximum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 7 years |
Office furniture and lab equipment [Member] | Minimum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 5 years |
Office furniture and lab equipment [Member] | Maximum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 7 years |
Vehicles [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 7 years |
Equipment and machinery [Member] | Minimum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 5 years |
Equipment and machinery [Member] | Maximum [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 10 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities Measured Fair Value - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Financial Assets and Liabilities Measured Fair Value [Line Items] | ||||
Money market funds | $ 28,373 | [1] | $ 31,841 | |
Marketable securities | [2] | 26,006 | 64,359 | |
Total assets | 54,379 | 96,200 | ||
Current maturities of long term loan | 3,378 | 3,228 | ||
Contingent short term earnout liability | [3] | 4,250 | ||
Contingent long-term earnout liability | [3] | 1,500 | 4,089 | |
Total liabilities | 4,878 | 11,567 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Schedule of Financial Assets and Liabilities Measured Fair Value [Line Items] | ||||
Money market funds | 28,373 | [1] | 31,841 | |
Marketable securities | [2] | 26,006 | 64,359 | |
Total assets | 54,379 | 96,200 | ||
Current maturities of long term loan | ||||
Contingent short term earnout liability | [3] | |||
Contingent long-term earnout liability | [3] | |||
Total liabilities | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Schedule of Financial Assets and Liabilities Measured Fair Value [Line Items] | ||||
Money market funds | [1] | |||
Marketable securities | [2] | |||
Total assets | ||||
Current maturities of long term loan | 3,378 | 3,228 | ||
Contingent short term earnout liability | [3] | 4,250 | ||
Contingent long-term earnout liability | [3] | 1,500 | 4,089 | |
Total liabilities | 4,878 | 11,567 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Schedule of Financial Assets and Liabilities Measured Fair Value [Line Items] | ||||
Marketable securities | [2] | |||
Total assets | ||||
Current maturities of long term loan | ||||
Contingent short term earnout liability | [3] | |||
Contingent long-term earnout liability | [3] | |||
Total liabilities | ||||
[1]As of December 31, 2023, approximately $28,373 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria. As of December 31, 2022, approximately $31,841 thousand of Money market funds were classified under “Cash and Cash equivalents” in the consolidated balance sheets as such securities met all applicable classification criteria.[2] The following tables summarize the amortized cost, unrealized gains and losses, and fair value of available-for-sale marketable securities as of December 31, 2023 and 2022: The income valuation approach is applied, and the valuation inputs include the contingent payment arrangement terms, discount rate and probability assessments. |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Amortized Cost, Unrealized Gains, Losses, and Fair Value of Available-for-Sale Marketable Securities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Level 2 securities: | ||
Fair value | $ 26,006 | $ 64,359 |
Cost or amortized cost | 26,311 | 66,333 |
Gross unrealized holding loss | (305) | (1,974) |
Municipal bonds [Member] | ||
Level 2 securities: | ||
Fair value | 2,263 | 8,216 |
Cost or amortized cost | 2,291 | 8,430 |
Gross unrealized holding loss | (28) | (214) |
Corporate debt [Member] | ||
Level 2 securities: | ||
Fair value | 19,441 | 47,476 |
Cost or amortized cost | 19,715 | 49,099 |
Gross unrealized holding loss | (274) | (1,623) |
Certificates of deposit [Member] | ||
Level 2 securities: | ||
Fair value | 2,989 | 4,983 |
Cost or amortized cost | 2,989 | 4,983 |
Gross unrealized holding loss | ||
Other [Member] | ||
Level 2 securities: | ||
Fair value | 1,313 | 3,684 |
Cost or amortized cost | 1,316 | 3,821 |
Gross unrealized holding loss | $ (3) | $ (137) |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Debt Securities and Certificates of Deposit - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Debt Securities and Certificates of Deposit [Line Items] | ||
Marketable securities | $ 26,006 | $ 64,359 |
Due within one year [Member] | ||
Schedule of Debt Securities and Certificates of Deposit [Line Items] | ||
Marketable securities | 26,006 | 39,161 |
1 year [Member] | ||
Schedule of Debt Securities and Certificates of Deposit [Line Items] | ||
Marketable securities | $ 25,198 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of Financial Liabilities Where Fair Value Measure - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Financial Liabilities Where Fair Value Measure [Line Items] | ||||
Fair value at the beginning of the year | $ 8,339 | $ 48,285 | ||
Initial recognition of earnout liabilities | 48,285 | |||
Change in fair value of earn out liabilities obligation - | (4,488) | (20,376) | ||
Issuance of ordinary shares due to achievement of milestones and settlement of contingent consideration | [1] | (1,561) | (19,570) | |
Payment and issuance of ordinary shares due to achievement of milestones and settlement of contingent consideration | [1] | (790) | ||
Reclassification of earn-out liability to equity | [2] | (1,500) | ||
Fair value at the end of the year | $ 8,339 | $ 48,285 | ||
[1]On January 19, 2022, the Company issued 89,286 shares to the former shareholders of Zebra due to partial achievement of a milestone that occurred post-closing. On December 29, 2022, the Company entered into a settlement with respect to any additional amount that could be granted under the Agreement, according to which the Company issued Zebra’s former shareholders an additional 2,648,424 ordinary shares (representing additional consideration of approximately $18,617 thousand). As a result of the settlement, both parties’ performance obligations under the Agreement have been satisfied in full. Therefore, no further revaluations are required due to this settlement. On April 28, 2023, the Company agreed to pay an aggregate amount of $290in cash and 45,392 ordinary shares to the former stockholders of USARAD, in consideration for the achievement of certain milestones in connection with the first earn out period, as defined in the USARAD Stock Purchase Agreement. In addition, the Company and the former shareholders of USARAD entered into a settlement agreement with respect to any additional amount that could be granted to the shareholders of USARAD as consideration for the remainder of the milestones and applicable earn-outs under the USARAD Stock Purchase Agreement, according to which the Company agreed to pay an aggregate of $500in cash and 210,000 ordinary shares to the former stockholders of USARAD. As a result of the settlement, both parties’ performance obligations under the USARAD Stock Purchase Agreement have been satisfied in full.[2]See note 3 |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - Schedule of Fair Value Measurements of the Short Term and Long Term - Fair Value, Inputs, Level 3 [Member] - Valuation Technique, Discounted Cash Flow [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Short-Term Debt [Member] | |
Schedule of Fair Value Measurements of the Short Term and Long Term [Line Items] | |
Fair Value | $ 4,250 |
Significant Unobservable Input | contingent payment arrangement terms, and probability of achievement |
Long-Term Debt [Member] | |
Schedule of Fair Value Measurements of the Short Term and Long Term [Line Items] | |
Fair Value | $ 4,089 |
Significant Unobservable Input | contingent payment arrangement terms, and probability of achievement |
Business Combination and Othe_3
Business Combination and Other Transaction (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Nov. 04, 2021 | Nov. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 09, 2021 | |
Business Combination and Other Transaction [Line Items] | ||||||
Purchase consideration | $ 315 | |||||
Allocated future services | $ 970 | |||||
Remaining service periods | 4 years | |||||
Determined estimated useful life period | 10 years | |||||
Intangible assets useful life | 10 years 18 days | |||||
Agreement loan amount | $ 3,000 | |||||
Annual interest rate | 6% | |||||
Assets acquired and liability assumed in goodwill | $ 51,243 | |||||
Goodwill impairment charge | 7,420 | $ 50,878 | ||||
Goodwill impairment charge | $ 7,055 | |||||
Preferred C Shares [Member] | ||||||
Business Combination and Other Transaction [Line Items] | ||||||
Price per share (in Dollars per share) | $ 23.42 | |||||
Business Acquisition [Member] | ||||||
Business Combination and Other Transaction [Line Items] | ||||||
Intangible assets useful life | 10 years | |||||
Nanox AI Ltd [Member] | ||||||
Business Combination and Other Transaction [Line Items] | ||||||
Ordinary shares issued (in Shares) | 3,249,142 | |||||
Employee options and restricted stock units (in Shares) | 70,211 | |||||
Estimated fair value | $ 88,510 | |||||
Outstanding shares per share (in Dollars per share) | $ 26.57 | |||||
Description of net assets | The allocation of the purchase price to net assets acquired and liability assumed for the acquisition of Zebra resulted in the recognition of intangible assets related to technology of $27,316 thousand and Image Big Data of $52,500 thousand, both of which will be amortized over a remaining useful life period of 10 years. In order to estimate the fair value of Zebra’s Image Big Data, the Company used the cost approach method using the discounted weighted average cost of one image for $1.75 per one patient record multiplied by approximately 30 million patient records that the Company purchased (patient records represents over 10 years of patient history, multi modalities, heterogeneous data of ethnicity and age) as of the acquisition date. This estimate is based on the experience and knowledge of management from its own experience in its data monetization projects and after taking into consideration the legal aspects of the non-transferable data. Therefore, the total fair value of the Image Big Data was assumed to be $52,500 thousand at the acquisition date.The company can generate income immediately from this asset. In order to estimate the fair value of Zebra’s technology, the Company used the discounted cash flow method, whereas the fair value of the tax amortization benefit was $3.0 million and the fair value of the intangible asset related to technology before tax amortization benefit was $24.3 million. The tax amortization benefit was calculated based on the applicable tax rate of 23.02% and economic life of 10 years. The discount rate for Zebra’s technology was estimated at 18% reflecting a 1% discount on the company’s WACC. Therefore, the fair value of Zebra’s intangible asset related to technology was estimated at $27.3 million at the date of the acquisition. | |||||
Goodwill impairment charge | $ 365 | $ 50,878 | ||||
Nanox AI Ltd [Member] | Business Acquisition [Member] | ||||||
Business Combination and Other Transaction [Line Items] | ||||||
General and administration expenses | 310 | |||||
USARAD Holding Inc. [Member] | ||||||
Business Combination and Other Transaction [Line Items] | ||||||
Revenues | 84,366 | |||||
Acquisition of shares percentage | 100% | |||||
Purchase of shares percentage | 100% | |||||
Cash | $ 7,147 | |||||
Ordinary shares (in Shares) | 496,545 | |||||
Estimated fair value | $ 11,500 | |||||
Total consideration | 18,647 | |||||
Other Operational Performance-Based Earnouts Over | $ 8,500 | |||||
Additional payment | $ 144 | |||||
Intangible asset, description | The allocation of the purchase price to net assets acquired and liability assumed resulted in the recognition of intangible asset related to retained radiologists of $17,770 thousand, customers’ relationship of $1,322 thousand, trademark of $2,095 thousand and goodwill of $7,055 thousand, which is primarily attributed to the expected synergies from combining the operations of teleradiology services with the Company’s tomographic imaging systems. As such, goodwill will be assigned to the operational segment of radiology services. The intangible asset related to retained radiologists has a useful-life of 11.17 years, the intangible asset related to customers’ relationship has a useful-life of 6.17 years and the intangible asset related to the trademark has a useful-life of 12.17 years. | |||||
USARAD Holding Inc. [Member] | Business Acquisition [Member] | ||||||
Business Combination and Other Transaction [Line Items] | ||||||
General and administration expenses | $ 198 | |||||
MDWEB LLC [Member] | ||||||
Business Combination and Other Transaction [Line Items] | ||||||
Assets acquisition, description | At the same date, the Company issued 64,715 of its ordinary shares to MDWEB with an estimated fair value of $1,500 thousand. In addition and as a result of successful achievement of certain milestones related to technical integration of MDW platform with the Nanox.CLOUD and achieving certain other operational targets, the Company will pay additional stock consideration in the amount of $1,500 thousand at a per share value, which is determined by the average closing price of the 30 trading days ending on the applicable milestone’s achievement date. | |||||
Intangible assets on straight-line basis over expected useful life | 4 years |
Business Combination and Othe_4
Business Combination and Other Transaction (Details) - Schedule of Fair Value Consideration Transferred $ in Thousands | Dec. 31, 2023 USD ($) |
Nanox AI Ltd [Member] | |
Business Combination and Other Transaction (Details) - Schedule of Fair Value Consideration Transferred [Line Items] | |
Cash payments | |
Issuance of ordinary shares, options and RSUs | 88,510 |
Contingent short term earnout liability | 38,129 |
Contingent long term earnout liability | 2,660 |
Total consideration | 129,299 |
USARAD Holding Inc. [Member] | |
Business Combination and Other Transaction (Details) - Schedule of Fair Value Consideration Transferred [Line Items] | |
Cash payments | 7,147 |
Issuance of ordinary shares, options and RSUs | 11,500 |
Contingent consideration at estimated fair value | 6,405 |
Total consideration | $ 25,052 |
Business Combination and Othe_5
Business Combination and Other Transaction (Details) - Schedule of the Purchase Price to Assets Acquired and Liabilities Assumed $ in Thousands | Dec. 31, 2023 USD ($) | |
Nanox AI Ltd [Member] | ||
Business Combination and Other Transaction (Details) - Schedule of the Purchase Price to Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash, cash equivalents and Restricted Cash | $ 6,956 | |
Accounts Receivables | 99 | |
Other current assets | 430 | |
Intangible assets | 79,816 | |
Goodwill | 51,243 | |
Other assets | 1,693 | |
Total assets acquired | 140,237 | |
Net deferred tax liabilities | 3,413 | |
Contingent short term earnout liability | 38,129 | |
Contingent long-term earnout liability | 2,660 | |
Convertible note | 3,000 | [1] |
Other labilities | 4,525 | |
Total liabilities assumed | 51,727 | |
Net assets acquired | 88,510 | |
USARAD Holding Inc. [Member] | ||
Business Combination and Other Transaction (Details) - Schedule of the Purchase Price to Assets Acquired and Liabilities Assumed [Line Items] | ||
Accounts Receivables | 912 | |
Intangible assets | 21,187 | |
Goodwill | 7,055 | |
Other assets | 33 | |
Total assets acquired | 29,519 | |
Net deferred tax liabilities | 3,766 | |
Contingent short term earnout liability | 3,453 | |
Other labilities | 557 | |
Total liabilities assumed | 10,872 | |
Net assets acquired | 18,647 | |
Cash and cash equivalents | 332 | |
Loan from a government agency | 144 | |
Contingent long term earnout liability | $ 2,952 | |
[1] A 3 years Convertible Loan Agreement, dated August 9, 2021 between the Company and Nanox AI in the amount of $3 million, which bears an annual interest of 6% and shall be automatically converted into the Nanox AI’s Preferred C Shares, at a price per share of $23.42. This loan is eliminated in the consolidated financial statements. |
Goodwill & Intangible Assets,_3
Goodwill & Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Goodwill & Intangible Assets, Net [Line Items] | ||||||
Assigned amount | $ 365 | |||||
Internal cash flows forecasts | 7 years | |||||
Long term future growth rate | 3% | |||||
Discount rate | 22.70% | |||||
Impairment assessment | $ 172 | $ 214 | ||||
Acquisition period | $ 7,055 | |||||
Growth percentage | 27.90% | |||||
Goodwill assigned amount | $ 51,243 | |||||
Term of operating expenses | 5 years | 5 years | ||||
Percentage of discount rate | 22% | 22% | ||||
Carrying value | 11.61% | |||||
Goodwill impairment charge | $ 14,338 | |||||
Remaining amount of goodwill | $ 36,905 | |||||
Increase decrease on Growth rate | 0.50% | 0.50% | ||||
Derivative, Fair Value, Net | $ 1,000 | $ 1,000 | $ 2,900 | |||
Radiology Services Reporting Unit [Member] | ||||||
Goodwill & Intangible Assets, Net [Line Items] | ||||||
Impairment assessment | $ 7,055 | |||||
Growth percentage | 3% | |||||
Ai solutions reporting unit, description | During the fourth quarter of 2022, the Company performed a qualitative and quantitative annual assessment for goodwill impairment. Based on its qualitative analysis, which considered the AI solutions reporting unit results, projections and additional business and industry specific considerations, the Company performed a further revision of the estimates of the fair value of the AI solutions reporting unit. As part of this analysis, the Company also considered the potential impacts of the sensitivity of estimates and assumptions. When evaluating the fair value of the AI solutions reporting unit under the income approach, the Company used the same discounted cash flow model discussed above; however, in clause (c) the resulting cash flow amounts were discounted using a discount rate of 22.50%. As a result of the impairment assessment, the Company concluded that the fair value of the AI solutions reporting unit decreased below its carrying value by 34.44%, and therefore we recorded an additional goodwill impairment charge of $36,540 thousand in the fourth quarter of 2022. As a result, the amount of goodwill assigned to the AI solutions reporting unit on December 31, 2022, was $365 thousand. | |||||
Goodwill [Member] | ||||||
Goodwill & Intangible Assets, Net [Line Items] | ||||||
Impairment assessment | $ 365 | |||||
Minimum [Member] | Radiology Services Reporting Unit [Member] | ||||||
Goodwill & Intangible Assets, Net [Line Items] | ||||||
Growth percentage | 0.50% | |||||
Reporting unt | $ 300 | $ 300 | ||||
Maximum [Member] | Radiology Services Reporting Unit [Member] | ||||||
Goodwill & Intangible Assets, Net [Line Items] | ||||||
Growth percentage | 0.50% | |||||
Reporting unt | $ 600 | $ 600 | ||||
Intangible Assets [Member] | ||||||
Goodwill & Intangible Assets, Net [Line Items] | ||||||
Amortization Expense | $ 10,612 | $ 10,607 | $ 1,768 | |||
Level 3 [Member] | ||||||
Goodwill & Intangible Assets, Net [Line Items] | ||||||
Long-term future growth rate, percentage | 3% | 3% |
Goodwill & Intangible Assets,_4
Goodwill & Intangible Assets, Net (Details) - Schedule of Goodwill and Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Beginning balance | $ 7,420 | $ 58,298 | |
Impairment of the Goodwill related to the acquisition | (7,420) | (50,878) | |
Ending balance | 7,420 | 58,298 | |
Radiology Services [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Beginning balance | 7,055 | 7,055 | |
Ending balance | 7,055 | 7,055 | |
AI Solutions [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Beginning balance | 365 | 51,243 | |
Ending balance | 365 | $ 51,243 | |
Nanox AI [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Impairment of the Goodwill related to the acquisition | (365) | (50,878) | |
Nanox AI [Member] | Radiology Services [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Impairment of the Goodwill related to the acquisition | |||
Nanox AI [Member] | AI Solutions [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Impairment of the Goodwill related to the acquisition | (365) | $ (50,878) | |
USARAD [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Impairment of the Goodwill related to the acquisition | (7,055) | ||
USARAD [Member] | Radiology Services [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Impairment of the Goodwill related to the acquisition | (7,055) | ||
USARAD [Member] | AI Solutions [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Impairment of the Goodwill related to the acquisition |
Goodwill & Intangible Assets,_5
Goodwill & Intangible Assets, Net (Details) - Schedule of Reporting Units Exceeded the Carrying Value $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill from acquisition of Nanox AI Unit #1 [Member] | |
Schedule of Reporting Units Exceeded the Carrying Value [Line Items] | |
Goodwill Assigned (in millions) | $ 365 |
Fair Value/Carrying Amount | 100% |
Goodwill from acquisition of USARAD Unit #2 [Member] | |
Schedule of Reporting Units Exceeded the Carrying Value [Line Items] | |
Goodwill Assigned (in millions) | $ 7,055 |
Fair Value/Carrying Amount | 105.30% |
Goodwill & Intangible Assets,_6
Goodwill & Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets [Line Items] | ||
Gross carrying amount | $ 103,594 | $ 103,594 |
Accumulated amortization | 22,987 | 12,375 |
Net carrying amount | $ 80,607 | 91,219 |
Useful life (Years) | 10 years 18 days | |
Developed technology [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross carrying amount | $ 27,316 | 27,316 |
Accumulated amortization | 5,921 | 3,187 |
Net carrying amount | $ 21,395 | 24,129 |
Useful life (Years) | 10 years | |
Image big data [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross carrying amount | $ 52,500 | 52,500 |
Accumulated amortization | 11,375 | 6,125 |
Net carrying amount | $ 41,125 | 46,375 |
Useful life (Years) | 10 years | |
Market platform [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,591 | 2,591 |
Accumulated amortization | 1,404 | 756 |
Net carrying amount | $ 1,187 | 1,835 |
Useful life (Years) | 4 years | |
Radiologist relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross carrying amount | $ 17,770 | 17,770 |
Accumulated amortization | 3,448 | 1,856 |
Net carrying amount | $ 14,322 | 15,914 |
Useful life (Years) | 11 years 2 months 1 day | |
Trade name [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,095 | 2,095 |
Accumulated amortization | 373 | 201 |
Net carrying amount | $ 1,722 | 1,894 |
Useful life (Years) | 12 years 2 months 1 day | |
Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,322 | 1,322 |
Accumulated amortization | 466 | 250 |
Net carrying amount | $ 856 | $ 1,072 |
Useful life (Years) | 6 years 2 months 1 day |
Goodwill & Intangible Assets,_7
Goodwill & Intangible Assets, Net (Details) - Schedule of Amortization of Intangible Assets $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Amortization of Intangible Assets [Abstract] | |
2024 | $ 10,607 |
2025 | 10,498 |
2026 | 9,959 |
2027 | 9,959 |
2028 and thereafter | 39,584 |
Total | $ 80,607 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Inventories Abstract | ||
Raw materials and parts | $ 1,667 | |
Finished goods | 689 | |
Total | $ 2,356 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 1,198 | $ 905 | $ 524 | |
Impairment charge | $ 1,297 | $ 172 | $ 214 | |
Purchase of land | $ 6,314 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 45,034 | $ 45,208 |
Less: accumulated depreciation | (2,691) | (1,663) |
Total property and equipment, net | 42,343 | 43,545 |
Office furniture and lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 468 | 721 |
Computers and electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,464 | 1,304 |
Equipment and machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 3,471 | 4,326 |
Leasehold improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 854 | 647 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 243 | 156 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 6,314 | 6,314 |
Production line [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 32,220 | $ 31,740 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash Equivalents (Details) - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash [Abstract] | |||
Cash and cash equivalents | $ 56,377 | $ 38,463 | |
Restricted bank deposit | [1] | 66 | |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 56,377 | $ 38,529 | |
[1]As of December 31, 2022, the Company’s restricted cash equivalents consisted of bank deposits that were denominated in New Israeli Shekel. Restricted deposit is presented at cost including accrued interest. This restricted bank deposit is used as security for credit card use and collateralizing the Company’s lease contracts. |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) m² | |
Leases [Line Items] | |
Leases square description | As of December 31, 2023, the Company has several operating building and car lease agreements:In the second half of 2023, the company started leasing two office floors and parking spaces on Petah Tikva and at the end of the year moved the employees to this location.The company leases approximately 3080 squaremeters (1540 each floor). The lease agreement is effective through October 2028 with an option to extend the lease term through the second lease term, additional 5 years. The company decided that the lease term for the lease components will include both the Initial Lease Term and the Second Lease Term meaning effective through October 2033.The average monthly payment for this agreement is approximately $57 thousand.The Company’s principal executive offices were located in a leased facility in Neve Ilan, Israel until moved to Petah Tikva in December 2023. The monthly rent payment for all the lease premises in Neve-Ilan, Israel in 2023 was approximately $39 thousand.Company leases vehicles to some of its employees. The lease agreement is effective through July 2026 and the monthly payment in 2023 was approximately $13 thousand.Nanox Korea leases 3 vehicles to some employees. 2 of these 3 lease agreements expired in August 2023 and November 2023, respectively. The third lease agreement is effective through February 2024. The monthly payment for these agreements in 2023 was approximately $4 thousand.Nanox Korea leases an apartment for its employees. The lease agreement expired in November 2023. |
Lease term | 5 years |
Monthly payment agreements | $ 57 |
Rent payments | $ 18 |
Lease Agreements [Member] | |
Leases [Line Items] | |
Squaremeters (in Square Meters) | m² | 3,080 |
Vehicles [Member] | |
Leases [Line Items] | |
Monthly payment agreements | $ 13 |
Neve-Ilan [Member] | |
Leases [Line Items] | |
Monthly payment agreements | 39 |
Third Lease Agreement [Member] | |
Leases [Line Items] | |
Monthly payment agreements | 4 |
Nanox Korea [Member] | |
Leases [Line Items] | |
Monthly payment agreements | 1 |
Nanox Imaging Inc. [Member] | |
Leases [Line Items] | |
Rent payments | $ 6 |
Operating lease agreement expire | Jan. 31, 2025 |
USARAD Holdings Inc. [Member] | |
Leases [Line Items] | |
Rent payments | $ 11 |
Operating lease agreement expire | Dec. 31, 2027 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Company's Total Lease Costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company's Total Lease Costs [Abstract] | ||
Fixed payments | $ 1,121 | $ 937 |
Short-term lease cost | 72 | |
Total operating lease cost | $ 1,121 | $ 1,009 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Supplemental Cash Flow Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Supplemental Cash Flow Information [Abstract] | ||
Operating cash flows used in operating leases | $ 1,446 | $ 1,231 |
Operating leases | $ 4,411 | $ 320 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Supplemental Balance Sheet Information - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Supplemental Balance Sheet Information [Line Items] | ||
Operating lease right-of-use assets | $ 4,573 | $ 1,157 |
Current maturities of operating leases | 861 | 740 |
Non-current operating leases | 4,045 | 398 |
Total operating lease liabilities | $ 4,906 | $ 1,138 |
Operating leases | 8 years 5 months 1 day | 1 year 6 months 7 days |
Operating leases | 12.12% | 5.84% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Operating Lease Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Operating Lease Liabilities [Abstract] | ||
2024 | $ 1,051 | |
2025 | 820 | |
2026 | 851 | |
2027 | 879 | |
2028 | 778 | |
2029 and thereafter | 3,862 | |
Total operating lease payments | 8,241 | |
Less: imputed interest | 3,335 | |
Present value of lease liabilities | $ 4,906 | $ 1,138 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Revenue [Abstract] | ||
Deferred revenue | $ 398 |
Deferred Revenue (Details) - Sc
Deferred Revenue (Details) - Schedule of Deferred Revenue - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Schedule of Deferred Revenue [Abstract] | ||||
Balance | $ 580 | [1] | $ 662 | |
Additions | 176 | 102 | ||
Revenue recognized in the reported period | (213) | (184) | ||
Balance | $ 543 | [2] | $ 580 | [1] |
[1] Includes $398 thousand under long term deferred revenue in the Company’s consolidated balance sheets as of December 31, 2022. Includes only short term deferred revenue in the Company’s consolidated balance sheets as of December 31, 2023. |
Related Parties (Details)
Related Parties (Details) m² in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 01, 2019 m² | |
Related Parties [Line Items] | ||||
Employment agreement, description | The service agreement was effective as of March 1, 2020 and has been extended by mutual agreement of the parties several times, until terminated at December 31, 2021. | |||
Expense amount | $ 1,024,000 | $ 1,251,000 | $ 846,000 | |
Company leases | 12,000 | |||
Relation to sub lease | 7,000 | |||
Six AI Ltd Service Agreement [Member] | ||||
Related Parties [Line Items] | ||||
Expense amount | 0 | 0 | 80,000 | |
Illumigyn Ltd. [Member] | ||||
Related Parties [Line Items] | ||||
Private office space (in Square Meters) | m² | 1,800 | |||
Relation to sub lease | 0 | 171,000 | 125,000 | |
Wellsense Technologies Ltd. [Member] | ||||
Related Parties [Line Items] | ||||
Relation to sub lease | $ 0 | $ 47,000 | $ 66,000 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Related Party - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Total from related parties | $ 8 | $ 89 | |
Due from Illumigyn [Member] | |||
Related Party Transaction [Line Items] | |||
Total from related parties | 17 | 48 | |
Due from Wellsense Technologies Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Total from related parties | (13) | 10 | |
Due from Six-Eye Interactive [Member] | |||
Related Party Transaction [Line Items] | |||
Total from related parties | 4 | 21 | |
Due from Six AI ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Total from related parties | 8 | ||
Due from Musashi [Member] | |||
Related Party Transaction [Line Items] | |||
Total from related parties | [1] | $ 2 | |
[1]From 2023 Musashi is no longer a related party |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Related Parties Transactions - Related Party [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Parties (Details) - Schedule of Related Parties Transactions [Line Items] | |||
Research and development – see c below | $ 80 | ||
General and administrative – see d and e below | $ (218) | $ (191) |
Long Term Loan and Current Ma_2
Long Term Loan and Current Maturities of Long Term Loan (Details) $ in Millions | Sep. 30, 2021 USD ($) |
Long Term Loan and Current Maturities of Long Term Loan [Abstract] | |
Loan agreement term | 3 years |
Loan amount | $ 3.8 |
Annual interest rate | 1.149% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 02, 2023 | May 01, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies [Line Items] | |||
Settlement amount | $ 8,000 | ||
Carrier deposited | $ 5,000 | ||
Other income | $ 3,000 | ||
Commitments description | The Company paid a civil penalty in the amount of $650 recorded on Other expenses (income)and was permanently enjoined from violating Section 17(a)(2) of the Securities Act of 1933 (the “Securities Act”) and Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 12b-20 and 13a-1 thereunder. Mr. Poliakine paid disgorgement of $240, together with prejudgment interest of $27, paid a civil penalty of $150, and was permanently enjoined from violating Section 17(a)(2) of the Securities Act and aiding and abetting any violation of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. | ||
Unpaid consulting fees | $ 1,260 | ||
Claimed amount | $ 25,000 | ||
Sales of products and services | 3% | ||
Royalties paid | $ 50 | ||
Liability of IIA | 57 | ||
D&O Insurance Carrier [Member] | |||
Commitments and Contingencies [Line Items] | |||
Carrier deposited | $ 3,000 | ||
Research and Development Expense [Member] | |||
Commitments and Contingencies [Line Items] | |||
Sales of products and services | 100% | ||
Nanox AI [Member] | |||
Commitments and Contingencies [Line Items] | |||
Liability of IIA | $ 3,200 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||
Jul. 26, 2023 ₪ / shares shares | May 23, 2023 shares | Apr. 28, 2023 USD ($) shares | Dec. 29, 2022 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 ₪ / shares shares | Dec. 31, 2023 $ / shares shares | Jul. 26, 2023 $ / shares | Dec. 31, 2022 shares | Jan. 19, 2022 shares | Jan. 02, 2022 shares | Sep. 03, 2019 ₪ / shares shares | |
Shareholders' Equity [Line Items] | ||||||||||||
Ordinary shares, par value (in New Shekels per share) | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ₪ 0.01 | |||||||||
Common stock share issued | 57,778,628 | 57,778,628 | 55,094,237 | |||||||||
Warrants to purchase | 2,142,858 | |||||||||||
Warrants exercise price per share (in Dollars per share) | $ / shares | $ 19 | |||||||||||
Ordinary shares reserved | 1,220,446 | 1,220,446 | ||||||||||
Unrecognized share-based compensation expense (in Dollars) | $ | $ 15,721 | |||||||||||
Average remaining vesting period | 1 year 10 months 24 days | |||||||||||
Employees, officers awards to purchase | 545,105 | |||||||||||
Average exercise price per share (in Dollars per share) | $ / shares | $ 11.22 | |||||||||||
Stock options term | 10 years | |||||||||||
Percentage of granted options vested | 25% | |||||||||||
Restricted stock unit | 35,500 | |||||||||||
Exercised | 286,141 | |||||||||||
Expense of attributable to RSUs (in Dollars) | $ | $ 642 | |||||||||||
Granted employees shares | 545,105 | |||||||||||
Nanox AI [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Common stock share issued | 89,286 | |||||||||||
Additional ordinary shares issued | 2,648,424 | |||||||||||
Additional ordinary shares amount issued (in Dollars) | $ | $ 18,617 | |||||||||||
Exercised | 34,750 | |||||||||||
USARAD Holding Inc. [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Additional ordinary shares issued | 255,392 | |||||||||||
Additional ordinary shares amount issued (in Dollars) | $ | $ 1,561 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Common stock share issued | 2,953 | |||||||||||
Board of Directors [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Common stock share issued | 8,041,936 | |||||||||||
Warrant [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Ordinary shares purchased | 2,100,000 | |||||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 14 | |||||||||||
Warrant [Member] | Nanox AI [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Ordinary shares purchased | 2,142,858 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Granted employees shares | 13,063 | |||||||||||
Restricted Stock Units (RSUs) [Member] | Nanox AI [Member] | ||||||||||||
Shareholders' Equity [Line Items] | ||||||||||||
Granted employees shares | 18,326 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of Issued and Outstanding - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Authorized | 100,000,000 | 100,000,000 |
Ordinary shares Issued | 57,778,628 | 55,094,237 |
Ordinary shares [Member] | ||
Class of Stock [Line Items] | ||
Authorized | 100,000,000 | 100,000,000 |
Ordinary shares Issued | 57,778,628 | 55,094,237 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of Issued and Outstanding (Parentheticals) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Ordinary shares Outstanding | 57,778,628 | 55,094,237 | ||
Ordinary shares [Member] | ||||
Class of Stock [Line Items] | ||||
Ordinary shares Outstanding | 57,778,628 | 55,094,237 | 51,791,441 | 46,100,173 |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of Shared - Based Payments to Employees | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Schedule of Shared - Based Payments to Employees [Abstract] | |
Number of share-based payment awards, Outstanding at beginning of year | shares | 5,115,910 |
Weighted average exercise price, Outstanding at beginning of year | $ / shares | $ 15.19 |
Changes during the year: | |
Number of share-based payment awards, Granted | shares | 545,105 |
Weighted average exercise price, Granted | $ / shares | $ 11.22 |
Number of share-based payment awards, Exercised | shares | (286,141) |
Weighted average exercise price, Exercised | $ / shares | $ 3.02 |
Number of share-based payment awards, Forfeited | shares | (153,480) |
Weighted average exercise price, Forfeited | $ / shares | $ 19.36 |
Number of share-based payment awards, Outstanding at end of year | shares | 5,221,394 |
Weighted average exercise price, Outstanding at end of year | $ / shares | $ 13.34 |
Number of share-based payment awards, Aggregate intrinsic value | $ | $ 5,112 |
Weighted average exercise price, Aggregate intrinsic value | $ | |
Number of share-based payment awards, Exercisable at end of year | shares | 3,621,783 |
Weighted average exercise price, Exercisable at end of year | $ / shares | $ 10.43 |
Number of share-based payment awards, Aggregate intrinsic value | $ | $ 5,110 |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of Black-Scholes Option-Pricing Model - Black- Scholes option-pricing [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders' Equity (Details) - Schedule of Black-Scholes Option-Pricing Model [Line Items] | ||
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Shareholders' Equity (Details) - Schedule of Black-Scholes Option-Pricing Model [Line Items] | ||
Expected volatility | 74.26% | 50.75% |
Risk-free interest rate | 3.45% | 1.52% |
Expected term (years) | 6 years 3 months | 5 years 6 months 7 days |
Maximum [Member] | ||
Shareholders' Equity (Details) - Schedule of Black-Scholes Option-Pricing Model [Line Items] | ||
Expected volatility | 81.80% | 52.75% |
Risk-free interest rate | 4.28% | 4.34% |
Expected term (years) | 10 years | 10 years |
Shareholders' Equity (Details_5
Shareholders' Equity (Details) - Schedule of Information Concerning Outstanding and Exercisable Awards | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Awards outstanding [Member] | 0.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 31,389 | [1] |
Awards outstanding [Member] | 2.21 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 2.21 | |
Number of awards outstanding at end of year | 2,313,143 | |
Weighted Average Remaining Contractual Life (years) | 5 years 11 months 8 days | |
Awards outstanding [Member] | 11.06 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 11.06 | |
Number of awards outstanding at end of year | 52,000 | |
Weighted Average Remaining Contractual Life (years) | 9 years 4 months 20 days | |
Awards outstanding [Member] | 11.52 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 11.52 | |
Number of awards outstanding at end of year | 346,500 | |
Weighted Average Remaining Contractual Life (years) | 9 years 5 months 19 days | |
Awards outstanding [Member] | 16.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 16 | |
Number of awards outstanding at end of year | 213,109 | |
Weighted Average Remaining Contractual Life (years) | 6 years 10 days | |
Awards outstanding [Member] | 17.63 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 17.63 | |
Number of awards outstanding at end of year | 968,328 | |
Weighted Average Remaining Contractual Life (years) | 8 years 8 months 4 days | |
Awards outstanding [Member] | 23.19 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 23.19 | |
Number of awards outstanding at end of year | 210,000 | |
Weighted Average Remaining Contractual Life (years) | 7 years 9 months 10 days | |
Awards outstanding [Member] | 23.42 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 23.42 | |
Number of awards outstanding at end of year | 16,000 | |
Weighted Average Remaining Contractual Life (years) | 7 years 9 months 7 days | |
Awards outstanding [Member] | 23.84 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 23.84 | |
Number of awards outstanding at end of year | 595,268 | |
Weighted Average Remaining Contractual Life (years) | 7 years 11 months 12 days | |
Awards outstanding [Member] | 23.86 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 23.86 | |
Number of awards outstanding at end of year | 69,400 | |
Weighted Average Remaining Contractual Life (years) | 7 years 9 months | |
Awards outstanding [Member] | 24.97 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 24.97 | |
Number of awards outstanding at end of year | 21,900 | |
Weighted Average Remaining Contractual Life (years) | 7 years 5 months 1 day | |
Awards outstanding [Member] | 28.96 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 28.96 | |
Number of awards outstanding at end of year | 18,875 | |
Weighted Average Remaining Contractual Life (years) | 6 years 10 months 2 days | |
Awards outstanding [Member] | 30.66 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 30.66 | |
Number of awards outstanding at end of year | 26,400 | |
Weighted Average Remaining Contractual Life (years) | 7 years 6 months 10 days | |
Awards outstanding [Member] | 30.93 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 30.93 | |
Number of awards outstanding at end of year | 20,000 | |
Weighted Average Remaining Contractual Life (years) | 6 years 9 months 21 days | |
Awards outstanding [Member] | 36.74 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 36.74 | |
Number of awards outstanding at end of year | 3,000 | |
Weighted Average Remaining Contractual Life (years) | 6 years 11 months 4 days | |
Awards outstanding [Member] | 40.21 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 40.21 | |
Number of awards outstanding at end of year | 45,072 | |
Weighted Average Remaining Contractual Life (years) | 7 years 2 months 8 days | |
Awards outstanding [Member] | 49.68 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 49.68 | |
Number of awards outstanding at end of year | 233,000 | |
Weighted Average Remaining Contractual Life (years) | 7 years 18 days | |
Awards outstanding [Member] | 59.2 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 59.2 | |
Number of awards outstanding at end of year | 13,000 | |
Weighted Average Remaining Contractual Life (years) | 6 years 11 months 8 days | |
Awards outstanding [Member] | 64.61 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 64.61 | |
Number of awards outstanding at end of year | 25,010 | |
Weighted Average Remaining Contractual Life (years) | 7 years 1 month 13 days | |
Awards outstanding [Member] | Minimum [Member] | 0.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 0 | |
Awards outstanding [Member] | Maximum [Member] | 0.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price (in Dollars per share) | $ / shares | $ 0.01 | |
Awards exercisable [Member] | 0.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 31,389 | |
Weighted Average Remaining Contractual Life (years) | ||
Awards exercisable [Member] | 2.21 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 2,312,101 | |
Weighted Average Remaining Contractual Life (years) | 5 years 11 months 8 days | |
Awards exercisable [Member] | 11.06 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | ||
Awards exercisable [Member] | 11.52 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 43,312 | |
Weighted Average Remaining Contractual Life (years) | 9 years 5 months 19 days | |
Awards exercisable [Member] | 16.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 161,062 | |
Weighted Average Remaining Contractual Life (years) | 5 years 4 months 13 days | |
Awards exercisable [Member] | 17.63 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 319,132 | |
Weighted Average Remaining Contractual Life (years) | 8 years 6 months 7 days | |
Awards exercisable [Member] | 23.19 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 105,000 | |
Weighted Average Remaining Contractual Life (years) | 7 years 9 months 10 days | |
Awards exercisable [Member] | 23.42 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 8,000 | |
Weighted Average Remaining Contractual Life (years) | 7 years 9 months 7 days | |
Awards exercisable [Member] | 23.84 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 313,184 | |
Weighted Average Remaining Contractual Life (years) | 7 years 11 months 8 days | |
Awards exercisable [Member] | 23.86 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 39,035 | |
Weighted Average Remaining Contractual Life (years) | 7 years 9 months | |
Awards exercisable [Member] | 24.97 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 13,687 | |
Weighted Average Remaining Contractual Life (years) | 7 years 5 months 1 day | |
Awards exercisable [Member] | 28.96 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 18,875 | |
Weighted Average Remaining Contractual Life (years) | 6 years 10 months 2 days | |
Awards exercisable [Member] | 30.66 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 14,848 | |
Weighted Average Remaining Contractual Life (years) | 7 years 6 months 10 days | |
Awards exercisable [Member] | 30.93 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 20,000 | |
Weighted Average Remaining Contractual Life (years) | 6 years 9 months 21 days | |
Awards exercisable [Member] | 36.74 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 2,250 | |
Weighted Average Remaining Contractual Life (years) | 6 years 11 months 4 days | |
Awards exercisable [Member] | 40.21 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 32,777 | |
Weighted Average Remaining Contractual Life (years) | 7 years 2 months 8 days | |
Awards exercisable [Member] | 49.68 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 160,187 | |
Weighted Average Remaining Contractual Life (years) | 7 years 18 days | |
Awards exercisable [Member] | 59.2 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 9,750 | |
Weighted Average Remaining Contractual Life (years) | 6 years 11 months 8 days | |
Awards exercisable [Member] | 64.61 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of awards outstanding at end of year | 17,194 | |
Weighted Average Remaining Contractual Life (years) | 7 years 1 month 13 days | |
[1] Including 18,326 RSUs that were granted to the employees of Nanox AI at the completion of the merger and 13,063 RSUs that were issued in consideration for services. |
Shareholders' Equity (Details_6
Shareholders' Equity (Details) - Schedule of Share-Based Compensation Expenses - Share-Based Compensation Expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Share Based Compensation Expenses [Abstract] | |||
Cost of revenue | $ 56 | $ 99 | $ 51 |
Research and development | 3,818 | 4,806 | 3,248 |
Sales and Marketing | 484 | 997 | 2,442 |
General and administrative | 2,480 | 12,721 | 13,065 |
Total | $ 6,838 | $ 18,623 | $ 18,806 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||
Carry forward loss | $ 14,800 | ||
Federal tax rate percentage | 23% | 23% | 23% |
Valuation allowance | $ 30,246 | $ 24,704 | |
Israel [Member] | |||
Income Tax [Line Items] | |||
Corporate tax rate | 23% | ||
Carry forward loss | $ 93,300 | 88,600 | $ 56,300 |
United States [Member] | |||
Income Tax [Line Items] | |||
Carry forward loss | $ 2,400 | ||
Federal tax rate percentage | 21% | ||
Korea [Member] | |||
Income Tax [Line Items] | |||
Carry forward loss | $ 21,800 | 7,100 | |
Tax credits | 10% | ||
Carry forward loss years | 15 years | ||
Korea [Member] | Minimum [Member] | |||
Income Tax [Line Items] | |||
Corporate tax rate | 9% | ||
Korea [Member] | Maximum [Member] | |||
Income Tax [Line Items] | |||
Corporate tax rate | 24% | ||
Japan [Member] | |||
Income Tax [Line Items] | |||
Corporate tax rate | 33.59% | ||
Nanox AI Ltd [Member] | |||
Income Tax [Line Items] | |||
Carry forward loss | $ 74,700 | $ 67,700 | $ 61,900 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Income (Loss) Before Income Taxes Consisted - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income (Loss) Before Income Taxes Consisted [Line Items] | |||
Income tax benefit | $ (339) | $ (3,678) | $ (48) |
Income tax expense (benefit) [Member] | |||
Schedule of Income (Loss) Before Income Taxes Consisted [Line Items] | |||
Domestic (Israel) | (3,357) | (57) | |
Income (loss) Before Income Taxes [Member] | |||
Schedule of Income (Loss) Before Income Taxes Consisted [Line Items] | |||
Domestic (Israel) | (44,158) | (99,979) | (56,609) |
Foreign | (16,957) | (16,942) | (5,237) |
Loss before income taxes | (61,115) | (116,921) | (61,846) |
Income tax expense (benefit) [Member] | |||
Schedule of Income (Loss) Before Income Taxes Consisted [Line Items] | |||
Foreign | (339) | (321) | 9 |
Income tax benefit | $ (339) | $ (3,678) | $ (48) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Taxes on Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expenses: | |||
Domestic | |||
Foreign | 38 | 55 | 68 |
Total | 38 | 55 | 68 |
Deferred: | |||
Domestic | (3,357) | (57) | |
Foreign | (377) | (376) | (59) |
Total | (377) | (3,733) | (116) |
Income tax benefit | $ (339) | $ (3,678) | $ (48) |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Theoretical Income Tax Expense to Actual Income Tax Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Theoretical Income Tax Expense to Actual Income Tax Expense [Abstract] | |||
Loss before taxes on income | $ (61,115) | $ (116,921) | $ (61,846) |
Statutory tax rate in Israel | 23% | 23% | 23% |
Theoretical tax benefit | $ (14,056) | $ (26,892) | $ (14,225) |
Effect of different tax rates applicable in foreign jurisdictions | 333 | (261) | (110) |
Operating losses and other temporary differences for which valuation allowance was provided | 10,434 | 11,467 | 6,571 |
Stock based compensation | 1,550 | 4,361 | 4,343 |
Goodwill impairment | 1,566 | 11,702 | |
Change in earnout liability | (942) | (4,686) | |
Other nondeductible items | 776 | 631 | 3,373 |
Actual tax benefit | $ (339) | $ (3,678) | $ (48) |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 43,699 | $ 38,967 |
Research and development | 3,771 | 4,027 |
Employee and payroll accrued expenses | 376 | 740 |
Operating lease liabilities | 1,147 | |
Other | 1,507 | 532 |
Total deferred tax assets | 50,500 | 44,266 |
Less right of use assets | (1,069) | |
Less intangible assets | (19,185) | (19,562) |
Deferred tax assets, net | 30,246 | 24,704 |
Less valuation allowance for deferred tax assets | (30,246) | (24,704) |
Deferred tax assets |
Income Tax (Details) - Schedu_5
Income Tax (Details) - Schedule of Valuation Allowance $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Valuation Allowance [Abstract] | |
Valuation allowance, December 31, 2022 | $ 24,704 |
Increase | 5,542 |
Valuation allowance, December 31, 2023 | $ 30,246 |
Segments of Operations (Details
Segments of Operations (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segments of Operations [Line Items] | |||
Total revenue percentage | 10% | 10% | 10% |
United States [Member] | |||
Segments of Operations [Line Items] | |||
Total revenue percentage | 99% | 97% | 98% |
Segments of Operations (Detai_2
Segments of Operations (Details) - Schedule of Reportable Operating Segments Based on Net Sales and Operating Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 9,905 | $ 8,578 | $ 1,304 |
Segment operating loss | (62,589) | (117,710) | (61,558) |
Financial expense | (288) | ||
Financial income | 1,652 | 789 | |
Realized loss | (178) | ||
Loss before taxes on income | (61,115) | (116,921) | (61,846) |
Depreciation and amortization expenses | 1,198 | 11,512 | 2,292 |
Change in obligation in earn-out liabilities | (4,488) | (20,376) | |
Goodwill impairment | 7,420 | 50,878 | |
Stock based compensation | 6,838 | 18,623 | 18,806 |
Total Assets | 218,648 | 253,933 | 363,170 |
Expenditures for segment’s assets | 3,303 | 8,181 | 26,017 |
Nanox ARC [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 116 | ||
Segment operating loss | (42,231) | (67,066) | (56,875) |
Financial expense | |||
Financial income | |||
Realized loss | |||
Loss before taxes on income | |||
Depreciation and amortization expenses | 1,036 | 611 | 458 |
Change in obligation in earn-out liabilities | |||
Goodwill impairment | |||
Stock based compensation | 5,678 | 17,049 | 18,433 |
Total Assets | 130,665 | 148,352 | 195,621 |
Expenditures for segment’s assets | 3,184 | 8,140 | 23,139 |
Radiology Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 9,462 | 8,235 | 1,034 |
Segment operating loss | (4,288) | (2,760) | (530) |
Financial expense | |||
Financial income | |||
Realized loss | |||
Loss before taxes on income | |||
Depreciation and amortization expenses | 12 | 2,642 | 441 |
Change in obligation in earn-out liabilities | (4,488) | 840 | |
Goodwill impairment | 7,055 | ||
Stock based compensation | 202 | 224 | 37 |
Total Assets | 21,709 | 30,753 | 31,802 |
Expenditures for segment’s assets | 81 | 15 | 2,859 |
AI Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 327 | 343 | 270 |
Segment operating loss | (16,070) | (47,884) | (4,153) |
Financial expense | |||
Financial income | |||
Realized loss | |||
Loss before taxes on income | |||
Depreciation and amortization expenses | 150 | 8,259 | 1,393 |
Change in obligation in earn-out liabilities | (21,216) | ||
Goodwill impairment | 365 | 50,878 | |
Stock based compensation | 958 | 1,350 | 336 |
Total Assets | 66,274 | 74,828 | 135,747 |
Expenditures for segment’s assets | $ 38 | $ 26 | $ 19 |
Segments of Operations (Detai_3
Segments of Operations (Details) - Schedule of Property and Equipment by Geography - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segments of Operations (Details) - Schedule of Property and Equipment by Geography [Line Items] | |||
Property and Equipment | $ 46,916 | $ 44,702 | $ 39,160 |
Israel [Member] | |||
Segments of Operations (Details) - Schedule of Property and Equipment by Geography [Line Items] | |||
Property and Equipment | 7,360 | 5,476 | 4,986 |
South Korea [Member] | |||
Segments of Operations (Details) - Schedule of Property and Equipment by Geography [Line Items] | |||
Property and Equipment | 38,921 | 38,922 | 33,949 |
Unites States [Member] | |||
Segments of Operations (Details) - Schedule of Property and Equipment by Geography [Line Items] | |||
Property and Equipment | 635 | 159 | 29 |
Japan [Member] | |||
Segments of Operations (Details) - Schedule of Property and Equipment by Geography [Line Items] | |||
Property and Equipment | $ 145 | $ 196 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Per Share [Abstract] | ||
Outstanding warrants | 4,455,301 | 2,312,443 |
Outstanding options | 5,171,394 | 5,065,910 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Basic Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic Loss Per Share [Abstract] | |||
Net loss attributable to Company’s owners | $ (60,776) | $ (113,243) | $ (61,798) |
The weighted average of the number of ordinary shares (in thousands) | 56,368 | 52,235 | 48,216 |
Basic loss per share | $ (1.08) | $ (2.17) | $ (1.28) |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of Basic Loss Per Share (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic Loss Per Share [Abstract] | |||
Diluted loss per share | $ (1.08) | $ (2.17) | $ (1.28) |