Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document And Entity Information | |
Document Type | 20-F |
Entity Registrant Name | PAINREFORM LTD. |
Document Period End Date | Dec. 31, 2020 |
Entity Central Index Key | 0001801834 |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity File Number | 001-39481 |
Entity Incorporation State Country Code | IL |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Ex Transition Period | true |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | No |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 8,758,037 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 15,677 | $ 941 | |
Restricted cash | 13 | 6 | |
Prepaid clinical trial expenses and deferred clinical trial costs | 1,294 | ||
Prepaid expenses and other current assets | 807 | 25 | |
Total current assets | 17,791 | 972 | |
Property and equipment, net | 10 | [1] | |
Other non-current assets | 192 | ||
Total assets | 17,801 | 1,164 | |
Current liabilities: | |||
Trade payables | 720 | ||
Other accounts payable and accrued expenses | 241 | 166 | |
August and December 2019 Convertible notes | 1,032 | ||
Convertible notes | 5,141 | ||
Total current liabilities | 961 | 6,339 | |
Non-current liabilities: | |||
Provision for tax benefits | 220 | ||
Derivative warrant liability | 447 | ||
Total non-current liabilities | 220 | 447 | |
Commitments and contingencies | |||
Temporary equity: | |||
Convertible preferred shares, NIS 0.03 par value; Authorized: 18,300,000 shares; Issued and outstanding: 2,954,267 shares; Aggregate liquidation preference of $0 and $15,250 as of December 31, 2020 and 2019, respectively | 6,621 | ||
Shareholders' deficit: | |||
Ordinary shares, NIS 0.03 par value; Authorized: 16,666,667 and 4,700,000 shares as of December 31, 2020 and 2019, respectively; Issued and outstanding: 8,758,037 and 576,556 shares as of December 31, 2020 and 2019, respectively; | 78 | 5 | |
Additional paid-in capital | 33,023 | 180 | |
Accumulated deficit | (16,481) | (12,428) | |
Total shareholders' equity (deficit) | 16,620 | (12,243) | |
Total liabilities, temporary equity and shareholders' equity (deficit) | $ 17,801 | $ 1,164 | |
[1] | Less than $1 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2020USD ($)shares | Dec. 31, 2020₪ / shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019₪ / shares |
Statement of Financial Position [Abstract] | ||||
Convertible preferred stock, par value per share (in New Shekels per share) | ₪ / shares | ₪ 0.03 | ₪ 0.03 | ||
Convertible preferred stock, shares authorized | 18,300,000 | 18,300,000 | ||
Convertible preferred stock, shares issued | 2,954,267 | 2,954,267 | ||
Convertible preferred stock, shares outstanding | 2,954,267 | 2,954,267 | ||
Aggregate liquidation preference | $ | $ 0 | $ 15,250 | ||
Ordinary shares, par value (in New Shekels per share) | ₪ / shares | ₪ 0.03 | ₪ 0.03 | ||
Ordinary shares, shares authorized | 16,666,667 | 4,700,000 | ||
Ordinary shares, shares issued | 8,758,037 | 576,556 | ||
Ordinary shares, shares outstanding | 8,758,037 | 576,556 |
STATEMENTS OF COMPREHENSIVE LOS
STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | |||
Research and development expenses | $ (354) | $ (136) | $ (223) |
General and administrative expenses | (1,317) | (553) | (277) |
Operating loss | (1,671) | (689) | (500) |
Financial expense, net | (2,162) | (590) | (328) |
Loss before taxes | (3,833) | (1,279) | (828) |
Tax expenses | (220) | ||
Net loss and comprehensive loss | $ (4,053) | $ (1,279) | $ (828) |
Basic and diluted net loss per share | $ (1.25) | $ (4.17) | $ (3.24) |
Weighted average number of shares of ordinary share used in computing basic and diluted net loss per share | 3,243,943 | 576,556 | 576,556 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Convertible preferred shares (Temporary equity) [Member] | Ordinary shares [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 6,621 | $ 5 | $ 66 | $ (10,321) | $ (10,250) |
Balance, shares (in Shares) at Dec. 31, 2017 | 2,954,267 | 576,556 | |||
Share-based compensation to service providers | |||||
Net loss and comprehensive loss | (828) | (828) | |||
Balance at Dec. 31, 2018 | $ 6,621 | $ 5 | 66 | (11,149) | (11,078) |
Balance, shares (in Shares) at Dec. 31, 2018 | 2,954,267 | 576,556 | |||
Share-based compensation to employees | 89 | 89 | |||
Share-based compensation to employees, shares (in Shares) | |||||
Share-based compensation to service providers | |||||
Operating lease provided by controlling shareholder | 25 | 25 | |||
Net loss and comprehensive loss | (1,279) | (1,279) | |||
Balance at Dec. 31, 2019 | $ 6,621 | $ 5 | 180 | (12,428) | (12,243) |
Balance, shares (in Shares) at Dec. 31, 2019 | 2,954,267 | 576,556 | |||
Conversion of preferred shares into ordinary shares | $ (6,621) | $ 26 | 6,595 | 6,621 | |
Conversion of preferred shares into ordinary shares (in Shares) | (2,954,267) | 2,954,267 | |||
Conversion of convertible notes into ordinary shares | $ 25 | 7,135 | 7,160 | ||
Conversion of convertible notes into ordinary shares (in Shares) | 2,727,214 | ||||
Share issuance under Initial Public Offering, net | $ 22 | 17,288 | 17,310 | ||
Share issuance under Initial Public Offering, net (in Shares) | 2,500,000 | ||||
Equity classification of a derivative warrant liability (Note 6(b)) | 1,552 | 1,552 | |||
Share-based compensation to employees | 38 | 38 | |||
Share-based compensation to employees, shares (in Shares) | |||||
Share-based compensation to service providers | 202 | 202 | |||
Share-based compensation to service providers, shares | |||||
Operating lease provided by controlling shareholder | 33 | 33 | |||
Net loss and comprehensive loss | (4,053) | (4,053) | |||
Balance at Dec. 31, 2020 | $ 78 | $ 33,023 | $ (16,481) | $ 16,620 | |
Balance, shares (in Shares) at Dec. 31, 2020 | 8,758,037 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Cash flows from operating activities | |||||
Net loss | $ (4,053) | $ (1,279) | $ (828) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | [1] | 1 | [1] | ||
Operating lease provided by controlling shareholder | 33 | 25 | |||
Share-based compensation to employees | 38 | 89 | [1] | ||
Share-based compensation to service providers | 202 | ||||
Interest expense and amortization of discount on convertible notes | 987 | 541 | 324 | ||
Issuance costs | 65 | 47 | |||
Revaluation of derivative warrant liability | 1,105 | 2 | |||
Change in: | |||||
Other current and non-current assets | (1,884) | (183) | (14) | ||
Trade payables | 720 | (2) | (62) | ||
Other accounts payable | 295 | 150 | (55) | ||
Net cash used in operating activities | (2,557) | (609) | (635) | ||
Cash flows from investing activities | |||||
Purchase of property and equipment | (10) | [1] | |||
Net cash used in investing activities | (10) | [1] | |||
Cash flows from financing activities | |||||
Proceeds from issuance of convertible notes, net | 241 | 488 | |||
Proceeds from issuance of August and December 2019 convertible notes and warrants, net | 1,269 | ||||
Proceeds from issuance of ordinary shares under Initial Public Offering, net | 17,310 | ||||
Net cash provided by financing activities | 17,310 | 1,510 | 488 | ||
Change in cash, cash equivalents and restricted cash | 14,743 | 901 | (147) | ||
Cash, cash equivalents and restricted cash at the beginning of the year | 947 | 46 | 193 | ||
Cash, cash equivalents and restricted cash at the end of the year | $ 15,690 | $ 947 | $ 46 | ||
[1] | Represents amount less than $1 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. The Company was incorporated and started business operations in November 2007. The Company is a clinical stage specialty pharmaceutical company focused on the reformulation of established therapeutics. The Company’s proprietary extended release drug-delivery system is designed to provide an extended period of post-surgical pain relief without the need for repeated dose administration while reducing the potential need for the use of opiates. b. Going concern and management plans Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, and capital raising activities. The Company is still in its development and clinical stage and has not yet generated revenues. The Company has incurred losses of $4,053, $1,279 and $828 for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, the Company’s accumulated deficit was $16,481. The Company has funded its operations to date primarily through equity financing. Additional funding will be required to complete the Company’s research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company’s product and to achieve a level of sales adequate to support the Company’s cost structure. On September 3, 2020, the Company closed an IPO of 2,500,000 units at a price of $8.00 per unit for gross proceeds of approximately $20,000 (net proceeds of approximately $17.3 million after deducting underwriting discounts and commissions and other offering expenses). Refer to Note 1(d). On March 11, 2021, the Company closed a private placement of 1,304,346 ordinary shares and accompanying warrants to purchase an aggregate of up to 652,173 ordinary shares at a combined purchase price of $4.60 per share and accompanying warrant resulting in gross proceeds of $6,000. Refer to Note 14(d). Based on the Company's current operating plan, the Company believes that its existing capital resources will be sufficient to fund operations for at least one year after the date the financial statements are issued. c. The Company effected a 3-for-1 reverse split of the Company’s ordinary shares and convertible preferred shares on July 6, 2020. All issued and outstanding ordinary shares and convertible preferred shares and related per share amounts contained in these financial statements have been retroactively adjusted to reflect this reverse share split for all periods presented. d. On September 3, 2020, the Company closed its IPO of 2,500,000 units at a price of $8.00 per unit. Each unit consisted of one ordinary share and one warrant to purchase one ordinary share. The ordinary shares and warrants were immediately separable from the units and were issued separately. The warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $8.80 per share. On October 5, 2020, the underwriters exercised their over-allotment option and were issued warrants to purchase 375,000 ordinary shares in return for net amount of $3.The Company received gross proceeds of approximately $20,000 (net proceeds of approximately $17.3 million after deducting underwriting discounts and commissions and other offering expenses). e. Public health epidemics or outbreaks could adversely impact the Company’s business. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it rapidly spread across the globe, including in Israel and the United States. The extent to which COVID-19 pandemic impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could adversely impact the Company’s operations and workforce, including other Company’s research and clinical trials and its ability to raise capital, which in turn could have an adverse impact on the Company's business, financial condition and results of operation. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). b. Use of estimate in preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. c. Financial statements in United States dollars: The Company’s functional currency is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in currencies other than dollars have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in currencies other than dollars are reflected in the statements of comprehensive loss as financial expenses, net. d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. e. Restricted cash: Restricted cash include bank deposits with maturities of more than three months and up to one year. The restricted bank deposit was presented at its cost, including accrued interest and represents cash which is used as collateral for the Company’s credit card. f. Fair Value Measurements: The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, other current assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 Level 2 Level 3 The Company’s derivative warrant liability is classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Furniture and office equipment 7 h. Research and development expenses: Research and development expenses are charged to the statements of comprehensive loss as incurred. i. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. As of December 31, 2020, and 2019, the Company had a full valuation allowance on its deferred tax assets. The Company implements a two-step approach to recognize and measure 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 basis) likely to be realized upon ultimate settlement. As of December 31, 2020, and 2019, no liability for unrecognized tax positions has been recognized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Accordingly, the Company reports a liability for unrecognized tax benefits. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in tax expense. j. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash. Cash and cash equivalents and restricted cash are invested in a major bank in Israel. Management believes that the bank that holds the Company’s cash, cash equivalent and restricted cash is financially sound and, accordingly, minimal credit risk exists with respect to this cash, cash equivalent and restricted cash. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. k. Convertible notes: Proceeds from the sale of notes with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature (if any) in accordance with ASC 470-20 “Debt with Conversion and Other Options”, with a corresponding discount on the notes recorded in liabilities which is amortized in finance expense over the term of the notes. Convertible notes with convertible features that are determined to not be beneficial are allocated entirely to liabilities. l. Derivative warrant liability Financial equity instruments that do not meet the US GAAP criteria for equity classification are classified as liability at fair value and are adjusted to fair value at each reporting period. Changes in fair value are recognized in the Company’s statements of comprehensive loss in accordance with ASC 815, "Accounting for Derivative Financial Instruments". m. Basic and diluted loss per share: Basic loss per share is computed by dividing the loss for the period applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For the years ended December 31, 2020, 2019 and 2018, all outstanding share options, convertible notes, and warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. The loss and the weighted average number of shares used in computing basic and diluted net loss per share is as follows: Year ended 2020 2019 2018 Numerator: Net loss applicable to shareholders of ordinary shares $ (4,053 ) $ (1,279 ) $ (828 ) Interest accrued on convertible preferred shares - (1,130 ) (1,046 ) Total loss attributed to ordinary shares (4,053 ) (2,409 ) (1,874 ) Denominator: Shares of ordinary share used in computing basic and diluted net loss per share 3,243,943 576,556 576,556 Net loss per share of ordinary share, basic and diluted $ (1.25 ) $ (4.17 ) $ (3.24 ) n. Share-based compensation: Share-based compensation to employees and consultants is accounted for in accordance with ASC 718, “Compensation - Share Compensation” (“ASC 718”), which requires estimation of the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period using the graded vesting method. The Company has elected to recognize forfeitures, as incurred. The fair value of share options granted was estimated using the Black Scholes model, which requires a number of assumptions, of which the most significant are the expected share price, volatility, and the expected option term. Expected volatility was calculated based on comparable public companies in the same industry. The expected share option term is calculated for share options granted using the “simplified” method. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. o. Deferred offering costs The Company capitalizes certain legal and other third-party fees that are directly related to the Company’s in-process equity financings until such financings are consummated. After the consummation of such equity financings, these costs are recorded as a reduction of the respective gross proceeds. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are written off to operating expenses. As of December 31, 2019, there were $192 of deferred offering costs included in other non-current assets on the balance sheet. p. Disclosure of recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize their lease contracts as assets and liabilities in the financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize expenses on their income statements in a manner similar to current lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Effective January 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying the new standard at the adoption date. The Company elected to apply the practical expedients permitted under the transition guidance within the new standard, and the Company also elected not to apply the recognition requirements in the lease standard to short-term leases as of the adoption date. As such, there was no impact on the Company’s financial statements as a result of adopting ASU 2016-02. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Effective January 1, 2020, the Company adopted the new fair value measurement standard. The implementation of the updated guidance did not have a significant effect on Company’s financial statements. In August 2020, the FASB issued guidance that is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. This guidance will be effective for the Company on January 1, 2022 and is not expected to have a material impact on the Company’s financial statements and disclosures. ASC Topic 740, "Income Taxes", was amended to simplify the accounting for income taxes to improve consistency of accounting methods and remove certain exceptions. The amendment is effective for the Company beginning January 1, 2021 and is not expected to have a material impact on the Company’s financial statements and disclosures. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 3:- PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2020 2019 Receivables from governmental authorities $ 53 $ 22 Prepaid expenses 734 3 Other 20 - $ 807 $ 25 |
OTHER ACCOUNT PAYABLES AND ACCR
OTHER ACCOUNT PAYABLES AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNT PAYABLES AND ACCRUED EXPENSES | NOTE 4:- OTHER ACCOUNT PAYABLES AND ACCRUED EXPENSES December 31, 2020 2019 Employees and related liabilities $ 92 $ 15 Accrued expenses 149 151 $ 241 $ 166 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 5:- FAIR VALUE MEASUREMENTS During the year ended December 31, 2019, the Company issued warrants related to its convertible notes (refer to Note 6(b)). As of December 31, 2019, the warrants did not meet the US GAAP criteria for equity classification, and accordingly were classified as a derivative warrant liability and were measured at fair value on the issuance date and as of December 31, 2019, as well as through the date of consummation of the IPO, with changes in fair value recognized as finance expenses in the statements of comprehensive loss. On September 3, 2020, upon consummation of the IPO, the exercise price of the warrants and the number of shares to be issued upon exercise of the warrants were fixed (refer to Note 6(b)), such that it then meet equity classification of the warrants under US GAAP. Accordingly, the derivative warrant liability was classified to equity as of such date. A summary of significant unobservable inputs (Level 3 inputs) used in measuring warrants issued during the year ended December 31, 2019 is as follows: Exercise price $2.55-$4.74 Expected volatility 72.29 % Risk free rate 1.5%-1.67 % Expected life (years) 4.65-5 Dividend yield 0 % The following table presents changes in the fair value of the derivative warrant liability recorded in respect of the warrants: Balance as of December 31, 2018 $ - Issuance of warrants in connection with convertible notes (Note 6 (b)) 445 Changes in fair value 2 Balance as of December 31, 2019 $ 447 Changes in fair value 1,105 Equity classification of a derivative warrant liability (1,552 ) Balance as of December 31, 2020 $ - |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6:- CONVERTIBLE NOTES a. From 2014 until 2018, the Company issued convertible notes in the total principal amount of $3,688 to existing shareholders. During the years ended December 31, 2019 and 2018, the Company issued convertible notes in the principal amount of $241 and $488, respectively, to existing shareholders. The Company recorded interest expense amounting to $271, $379 and $324 for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2019, the total principal amount of convertible notes was $3,929. As of December 31, 2019, and on September 3, 2020, immediately prior to conversion of the notes, the total balance of convertible notes, inclusive of accrued interest, was $5,141 and $5,412, respectively. The convertible notes bore interest at an annual rate of 8%, compounded on the basis of 365-day year. Concurrent with the closing of the IPO, all of the Company’s convertible notes (inclusive of accrued interest on all outstanding notes) were converted into 2,415,022 units (consisting of one ordinary share and one warrant to purchase one ordinary share). The notes were originally convertible into Series A Preferred Shares of the Company or repayable as follows: i. Automatic Conversion Upon Occurrence of a Qualified Investment – upon the closing of a qualified investment (issuance of preferred securities if at least $ 3,000 from a third party), the notes would have been automatically converted into securities of the Company on the same terms and conditions as in such qualified investment. The conversion would have been on the same terms and conditions and would have borne the same rights, subject to a conversion price per share equal to the lowest price per share to be paid under the qualified investment less agreed upon percentage equal to 3% multiplied by the number of months from the grant date of the applicable note and up to a maximum of 54%. ii. Optional conversion – each note holder, at its sole discretion, would have been entitled, by a written notice, to convert the note held by it into Series A Preferred Shares at a conversion price equal to $2.241 (subject to adjustments in accordance with the Company's Articles of Association). iii. Deemed Liquidation Event Repayment – in the event of a Deemed Liquidation Event (generally meaning consolidation or merger of the Company or sale of all or substantially all of the Company assets or issued share capital resulting in a third party holding more than 50% of the voting power or the right to appoint more than 50% of the board members) then immediately prior to the consummation of such event, the Company would have paid each note holder (which was not earlier converted) a sum equal to the principal amount of the note multiplied by three, plus the interest accrued up to the date of repayment. In the event that the notes were not earlier converted or paid, then, the Company would have paid the accrued amount by the end of the note term (December 31, 2020). The Company concluded the conversion feature of the notes is not a beneficial conversion feature pursuant to the provisions of ASC 470-20, “Debt with Conversion and Other Options.” Accordingly, the proceeds were recorded in liabilities in their entirety at the date of issuance. b. In August and December 2019, the Company issued 14.2 units consisting of convertible notes (the “2019 Convertible Notes”) and warrants for a total consideration of $1,420 (representing a consideration of $100 per unit), after giving effect to a 10% discount. The August and December 2019 convertible notes had a principal amount of $110 per unit, bore interest at a rate of 5%, and had a maturity date of one year from the date of issuance. The notes were automatically convertible into shares (or other units) to be issued in an initial public offering (“IPO”), at a conversion price representing a 30% discount on the price of shares (or other units) sold in such IPO. The conversion price could not exceed an amount calculated as $30,000 (which $30,000 was subject to certain adjustments at the reasonable discretion of the underwriters in the IPO) divided by the fully diluted amount of shares of the Company immediately prior to the IPO (however excluding shares that would have been issued pursuant to conversion or exercise of instruments included in these units and excluding shares that would have been issued pursuant to conversion of other convertible instruments). The number of shares (or other units) to be issued upon conversion was to be determined by dividing the principal amount of $110 per unit, including accrued interest, by the conversion price of the notes. The notes were not convertible if an IPO had not occurred. The warrants have a term of 5 years from the date of issuance, and upon issuance were exercisable into a number of ordinary shares determined by dividing $110 (per unit) by $2.5425 (subject to certain adjustments), at an exercise price of $2.5425 per share (subject to certain adjustments). In the event an IPO occurs within one year of the date of issuance, the warrants would have been exercisable into a number of ordinary shares (or units of ordinary shares and warrants in certain circumstances), determined by dividing $110 (per unit) by the conversion price of the notes, at an exercise price equal to 120% of the conversion price of the notes. The proceeds for the sale of the notes and warrants were first allocated to the warrant liability (Refer to Note 5), based on its fair value at the date of issuance, with a corresponding discount recorded on the 2019 Convertible Notes. As the conversion feature of the notes is contingent upon a future event (IPO), the Company concluded the conversion feature is not a beneficial conversion feature pursuant to the provisions of ASC 470-20, “Debt with Conversion and Other Options”. The aggregate discount on the convertible notes was amortized to finance expense over the term of the notes. On August 20, 2020, the Company entered into an extension agreement with the August 2019 convertible notes investors, according to which the investors agreed to extend the original term by 60 days in exchange for 10% increase in the principal amount of the notes. As a result of the above, the number of units to be issued upon the exercise of the August 2019 warrants was similarly increased by 10%. As a result of the extension agreement, in the statement of comprehensive loss for the year ended December 31, 2019, financing expenses of $110 and $97 were recorded in respect of the 2019 Convertible Notes and the derivative warrant liability, respectively. On September 3, 2020, upon consummation of the IPO, the outstanding balance of the 2019 Convertible Notes was converted into 312,170 units, each consisting of one ordinary share and one warrant to purchase one ordinary shares, exercisable immediately, at an exercise price of $8.80 and with an expiry date of 5 years from the IPO closing date (refer to note 1(d)). Additionally, on the IPO consummation date, the amount and exercise price of the 2019 Convertible Notes related warrants were fixed at 297,589 warrants, each exercisable, at an exercise price of $6.72, into a single unit (refer to Note 1(d)), consisting of one ordinary share and one warrant to purchase one ordinary shares, exercisable through September 3, 2025, at an exercise price of $8.80. With the amount and exercise price of the 2019 Convertible Notes related warrants being fixed, the respective derivative warrant liability, as of the IPO closing date, was classified in equity (refer to note 5). c. On December 9, 2019, in connection with the 2019 Convertible Notes, the Company issued placement agent in the offering warrants (the "Agent' Warrants") to purchase an aggregate of 55,785 ordinary shares or units (refer to Note 1(d)), at an exercise price of $6.72 per unit. Each unit consists of one ordinary share and one warrant to purchase one ordinary shares, exercisable through September 3, 2025, at an exercise price of $8.80. The Agent' Warrants expire on December 8, 2024. As a result of the issuance of the Agent' Warrants issuance, the Company recorded a discount on the convertible note, which was amortized as financing expense amounting to $65 for the year ended December 31, 2020. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 7:- TAXES ON INCOME a. Tax rates applicable to the Company: Taxable income of the Company is subject to the Israeli Corporate tax rate which was 23% for the years ended December 31, 2020 and 2019. The Company has not recorded an income tax provision due to its history of operating losses. b. Net operating loss carry forward: As of December 31, 2020, and 2019, the Company had net operating loss carry forwards for Israeli income tax purposes of approximately $15,114 and $13,007, respectively. Net operating loss carry forwards in Israel may be carried forward indefinitely and offset against future taxable income. c. As of December 31, 2020, the Company had final tax assessments for tax years prior to and including the tax year ended December 31, 2015. d. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2020 2019 Deferred tax assets: Net operating loss carry forward $ 3,476 $ 2,992 Deferred tax asset before valuation allowance 3,476 2,992 Valuation allowance (3,476 ) (2,992 ) Net deferred tax asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance on December 31, 2020 and 2019. e. Uncertain tax positions: A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows: December 31, 2020 Opening balance - Tax positions taken in the current year 217 Increase related to current year tax positions 3 Closing balance $ 220 The balance of total unrecognized tax benefits as of December 31, 2020 is $220 which, if recognized, would affect the effective tax rate in the Company's statements of comprehensive loss. The Company recognizes interest and penalties related to unrecognized tax benefits in tax expense. For the year ended December 31, 2020, the Company recorded $3, for interest and penalties expenses (income) related to uncertain tax positions. The accrued interest and penalties as of December 31, 2020 are $3. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8:- COMMITMENTS AND CONTINGENCIES a. During the years ended December 31, 2020, 2019 and 2018, the Company rented its office space from a related party for an annual rental fee of $33. As of December 31, 2020, the rent agreement with the related party was terminated. On December 10, 2020, the Company entered into a new rental agreement for a period of twelve months starting on January 1, 2021, with extension option for additional twelve months, for an annual rental fee of $22. b. On November 23, 2020, the Company entered into employment agreement with Rita Kenan under which Mrs. Kenan will serve at the Company as VP Operations commencing January 1, 2021. Under the terms of the agreement, in the event Mrs. Keenan will not receive payment of her 2020 bonus, for which she is entitled from her former employer due to her employment during 2020, due to a reason unrelated to Mrs. Keenan’s actions or conduct, the Company agreed to pay Mrs. Keenan the unpaid 2020 bonus or any portion thereof, in the amount of up to NIS 140,000. c. During November and December 2020, the Company entered into certain clinical trial agreements with a US vendor to serve as the clinical research organization for the Company's planned Phase 3 trials of PRF-110, expected to take place in 2021 (refer to note 13). Under the first agreement, the Company is obligated to pay an accumulated amount of approximately $2,907 (excluding pass-through costs) upon milestone completions and under the second agreement an accumulated amount of approximately $7,107 (excluding advertising budget) upon actual number of evaluable subjects. |
TEMPORARY EQUITY
TEMPORARY EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
TEMPORARY EQUITY | NOTE 9:- TEMPORARY EQUITY Convertible Preferred Shares Convertible preferred shares consisted of the following: Convertible Preferred Shares - Series A Shares Shares Carrying Liquidation As of December 31, 2019 18,300,000 2,954,267 $ 6,621 $ 15,250 The preferred shares conferred upon their holders all rights accruing to holders of ordinary A. Priority on Receipt of Dividends and/or Bonus Shares The holders of preferred shares would have been entitled to receive, when and if declared by the board of directors of the Company, noncumulative dividends and/or bonus shares, on the amount calculated on the basis of the number of ordinary shares into which such preferred share could have then been converted, in accordance with the Liquidation Preference provisions detailed below. Such distributions would have been payable in preference to the payment of any dividends or bonus shares on ordinary shares declared by the board of directors. No dividends or bonus shares have been declared to date. B. Conversion Rights Each preferred share was convertible, at the option of the holder at any time, and without the payment of additional consideration by the holder thereof, into the number of ordinary The initial conversion price was the original issue price for such series of preferred share. The original issue price was $0.747 per share, adjusted to $2.241 (“Original Issue Price”). The applicable conversion price of each was subject to adjustment upon any future stock splits or combinations, dividends and distributions, recapitalizations, or upon the issuance of any new securities as a price per share lower than the applicable conversion price of the preferred shares in effect immediately prior to such issuance. C. Automatic and Mandatory Conversion All outstanding preferred shares would have been automatically converted into fully paid and nonassessable ordinary shares, at the respective Conversion Price (as defined below) at the time was in effect for such preferred shares, upon the earlier of: (i) the date specified in a written notice received by the Company from the holders of a at least majority of the preferred shares holders (“Preferred Majority”), or (ii) the consummation of a firmly underwritten public offering of ordinary shares (“Public Offering”) reflecting, unless waived by the holders of at least a Preferred Majority, a Company pre-money valuation of $100,000 or more, and netting to the Company proceeds of at least $30,000 (“Qualified Public Offering” or “Qualified IPO”). D. Voting Rights Each holder of the Series A Preferred Share was entitled to one vote for each ordinary share into which such Series A Preferred Share could have been converted. E. Anti-dilution Protection If the Company issued, or was deemed to have issued Additional Shares (as defined below) without consideration or for a consideration per share less than $2.241, subject to adjustments (“Conversion Price”), for any series of preferred shares was in effect immediately prior to such issue, then, and in each such case, such Conversion Price would have been reduced, concurrently with such issue, for no consideration, to a price (calculated to the nearest cent with half a cent being rounded up) determined by multiplying such Conversion Price by a fraction (A) the numerator of which should have been (1) the number of ordinary shares issued and outstanding immediately prior to such issuance of Additional Shares (treating for this purpose as outstanding all ordinary shares issuable upon exercise, If the Company issued, or was deemed to have issued Additional Shares (as defined below) without consideration or for a consideration per share less than $2.241, subject to adjustments (“Conversion Price”), for any series of preferred shares was in effect immediately prior to such issue, then, and in each such case, such Conversion Price would have been reduced, concurrently with such issue, for no consideration, to a price (calculated to the nearest cent with half a cent being rounded up) determined by multiplying such Conversion Price by a fraction (A) the numerator of which should have been (1) the number of ordinary shares issued and outstanding immediately prior to such issuance of Additional Shares (treating for this purpose as outstanding all ordinary shares issuable upon exercise, exchange or conversion of all options and convertible securities outstanding immediately prior to such issue), plus (2) the number of ordinary shares which the aggregate consideration received by the Company for the total number of Additional Shares so issued would have been purchased at such Conversion Price in effect immediately prior to such issuance of Additional Shares, and (B) the denominator of which should have been (1) the number of ordinary shares issued and outstanding immediately prior to such issuance of Additional Shares (treating for this purpose as outstanding all ordinary shares issuable upon exercise, exchange or conversion of all options and convertible securities outstanding immediately prior to such issue), plus (2) the number of such Additional Shares so issued, as detailed in the Company’s Articles of Association. For the purpose hereof “Additional Shares” shall mean all ordinary shares issued (or deemed, by the express provisions of the Articles of Association to be issued) by the Company after the Series A Preferred Shares original issue date, other than (1) the following ordinary shares and (2) ordinary shares deemed issued pursuant to the following options and convertible securities (clauses (1) and (2), collectively, “Exempted Securities”): (1) ordinary shares, options or convertible securities issued or were issuable as a dividend or distribution on the Preferred A Shares; (2) ordinary shares issued or were issuable by reason of a dividend, share split, split-up or other distribution on ordinary shares that is covered by Articles of Association ; (3) ordinary shares (or options with respect thereto) issued or were issuable to officers, directors or employees of, or consultants or service providers to, the Company or its (if any) pursuant to an employee share option plan, agreement or arrangement approved by the Board; (4) ordinary shares or convertible securities should had actually issued upon the exercise of options or ordinary shares should had actually issued upon the conversion or exchange of convertible securities, in each case provided such issuance was pursuant to the terms of such option or convertible security; or (5) ordinary shares, options or convertible securities issued or were issuable with respect to which the Company received written notice from the holders of at least a Preferred Majority agreeing that such ordinary shares shall not constitute Additional Shares. F. Veto Rights to certain Preferred Shares Holders The Company agreed not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the outstanding preferred shares held by Ofer Hi-Tech Investments Ltd./ D Partners Group Investors and the holders of a majority of the outstanding preferred shares held by the Medica Group Investors, amend, alter, modify, repeal or terminate, any provision of the Articles of Association of the Company in a manner adversely affected the express preferences, rights, powers or privileges of the preferred shares. G. Liquidation Preference In the event of liquidation, dissolution or winding up of the Company subject to applicable law, in the event of a Deemed Liquidation Event (as defined below), and in the event of any declaration and distribution of dividends Distribution, all the assets of the Company whether capital, surplus, earnings, securities or assets of any kind available for distribution among the holders of the Company’s shares (“Distributable Assets”) should have been distributed first to the holders of preferred shares who should have been entitled to receive, prior and in preference to any distribution to the holders of ordinary shares, an amount per each preferred share held by such holder equal to (i) $2.241, subject to adjustments per each preferred share ( “Original Issue Price”); plus (ii) interest at the rate of 8% per annum on such Original Issue Price, compounded annually from the date of issuance of such preferred share to the date of any such actual distribution, plus (iii) any previously declared but unpaid dividend on such shares, minus (iv) the aggregate amount previously paid with respect to such Preferred Share (the “Preferential Amount”). In the event that the Distributable Assets were insufficient for the distribution in full of the Preferential Amount with respect to all preferred shares then outstanding, all of such Distributable Assets should have been distributed among the holders of the preferred shares in proportion to the full respective Preferential Amount such holders would otherwise be entitled to receive. Although the convertible preferred shares were not redeemable, in the event of certain “Deemed Liquidation Event” that were not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the holders of the convertible preferred shares would have been entitled to preference amounts paid before distribution to other shareholders (as explained in the previous paragraph) and, hence, effectively redeeming the preference amount. The convertible preferred shares were classified outside of shareholders’ deficit as a result of these in-substance contingent redemption rights. As of December 31, 2019, the Company did not adjust the carrying values of the convertible preferred shares to the deemed liquidation values of such shares since a liquidation event was not probable of occurring. On September 3, 2020, upon consummation of the IPO, all of the Company’s outstanding convertible preferred shares were converted into 2,954,267 ordinary shares. |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 10:- SHAREHOLDERS’ EQUITY (DEFICIT) Ordinary shares The ordinary shares confer Shares developments a. On July 6, 2020, the Company’s shareholders approved a 1-for-3 reverse share split of shares of the Company’s ordinary shares and convertible preferred shares effected on July 6, 2020. All issued and outstanding ordinary shares and convertible preferred shares and related per share amounts reflected in the financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. See also Note 1c. b. In August 2020, the Company entered into an IR/PR service agreement (the "Service Agreement") with Crescendo Communications, LLC ("Crescendo"), for a period of two years, commencing immediately after the IPO closing date, and in consideration for 152,110 restricted Company's ordinary shares (the "Consideration"), reflecting 3.75% of the Company's' share capital fully diluted Pre-IPO. On August 23, 2020, the Company's Board of Directors approved the Service Agreement with Crescendo and the grant of the abovesaid ordinary shares. The Company recognized $137 during the year ended December 31, 2020 as share-based compensation expense related with the consideration. As of December 31, 2020, the foregoing shares have not been issued. c. Concurrent with the closing of the IPO, on September 3, 2020, all of the Company’s convertible notes issued from 2014 through 2018 (inclusive of accrued interest) were converted into 2,415,022 ordinary shares, and all the of the 2019 Convertible Notes (inclusive of the 10% increase of the August 2019 convertible notes principal amount (refer to note 10d) and inclusive of accrued interest on all outstanding notes) were converted into 312,170 IPO units, each consisting of one ordinary share and one warrant, exercisable immediately, at an exercise price of $8.80 and with an expiry date of 5 years of the IPO closing date (refer to note 1(d)). Additionally, on the IPO closing date, the amount and exercise price of the 2019 Convertible Notes related warrants were fixed at 297,589 warrants, each exercisable, at an exercise price of $6.72, into a single unit (refer to Note 1(d)), consisting of one ordinary share and one warrant, exercisable through September 3, 2025, at an exercise price of $8.80. With the amount and exercise price of the August and December 2019 warrants units being fixed, the respective derivative warrant liability, as of the IPO closing date, was classified in equity (refer to note 5). Furthermore, on the IPO closing date, all of the Company’s outstanding convertible preferred shares were converted into 2,954,267 ordinary shares. As part of the IPO, the Company granted the IPO underwriters an over-allotment option , exercisable not later than 45 days after the IPO closing date, to purchase up to 375,000 additional ordinary shares and/or warrants to purchase up to 375,000 ordinary shares at the public offering price per share or warrant ($7.99 and $0.01, respectively), less the underwriting discounts and commissions. On October 5, 2020 the underwriters exercised their over-allotment option and were issued warrants to purchase 375,000 ordinary shares in return for net amount of $3. The warrants are exercisable through September 3, 2025, at an exercise price of $8.80. As of December 31, 2020, the option to purchase up to 375,000 additional ordinary shares expired. In addition, on the IPO closing date, the Company granted to the underwriters of the IPO warrants to purchase 125,000 ordinary shares, which equals five percent (5%) of the total number of units sold in the IPO, excluding the over-allotment option, at an exercise price $10.00 per share. The warrants (the “Underwriters’ Warrants”) contain a cashless exercise feature. The Underwriters’ Warrants are exercisable for ordinary shares on a cash or cashless basis at an exercise price of $10.00 per ordinary share which price reflects 125% of the public offering price of the units issued in the offering. The Underwriters’ Warrants are exercisable following twelve (12) months after the effective date of the registration statement relating to the IPO and expire five (5) years after such effective date. The Underwriters’ Warrants are non-transferable. Warrants and warrants units The following table summarizes the warrants and warrants units outstanding as of December 31, 2020: Type ISSUANCE DATE NUMBER OF WARRANTS EXERCISE PRICE EXERCISABLE THROUGH August 2019 warrants (note 6b) August 22, 2019 205,268 $6.72 (*) August 22, 2024 December 2019 warrants (note 6b) December 9, 2019 92,321 $6.72 (*) December 8, 2024 Warrants to bridge financing placement agent (note 6c) December 9, 2019 55,785 $6.72 (*) December 8, 2024 Warrants to underwriters (note 10) September 3, 2020 125,000 $10.00 September 1, 2025 Warrants to underwriters (note 10) October 5, 2020 375,000 $8.80 October 5, 2025 IPO warrants (note 1d, note 6b) September 3, 2020 2,812,170 $8.80 September 3, 2025 (*) Each warrant is exercisable into one IPO unit consisting of one share and one IPO warrant (refer to note 6b and note 6c). Share-based compensation The 2008 Plan On August 7, 2008, the Board of Directors approved the adoption of the 2008 Share Option Plan (the “2008 Plan”). Under the 2008 Plan, the Company may grant its officers, directors, employees and consultants, share options of the Company. Each share option granted is exercisable at such times and terms and conditions as the Board of Directors may specify in the applicable share option agreement, provided that no share option will be granted with a term in excess of 10 years. Upon the adoption of the 2008 Plan, the Company reserved for issuance 167,869 ordinary shares and, on November 20, 2008, the Board of Directors increased the reserved amount for issuance by an additional 224,884 ordinary shares . So, ordinary shares reserve for issuance was share On July 2, 2019, the Board of Directors approved the adoption of the 2019 Share Option Plan (the “2019 Plan”). Under the 2019 Plan, the Company may grant its officers, directors, employees and consultants share options of the Company. Each share option granted shall be exercisable at such times and terms and conditions as the Board of Directors may specify in the applicable share option agreement, provided that no share option will be granted with a term in excess of 10 years. Upon the adoption of the 2019 Plan, the Company reserved for issuance 219,456 ordinary shares. As of December 31, 2020, and 2019, 219,456 share On June 12, 2019, the Company issued 117,125 share vested was The fair value of the Company’s share options granted to the CEO was estimated using the Black-Scholes option pricing model using the following assumptions (level 3 measurement): June 12, Risk-free interest rate 2.13 % Expected volatility 82.29 % Dividend yield 0 Expected term 10 Exercise price 3.339 On September 5, 2019, the Company issued 51,166 fully vested share options to its Chief Operating Officer (“COO”) as a replacement award for existing, fully-vested share options that were cancelled. The Company accounted for this transaction as a modification of the terms of the original award. The incremental share-based compensation expense recognized as a result of the transaction was approximately $2. The COO will be entitled to purchase 51,166 ordinary shares at an exercise price of $0.24. In addition, also on September 5, 2019, the Company issued 51,166 share The Company recognized $18 and $14 during the years ended December 31, 2020 and 2019, respectively, as share-based compensation expense which was included in general and administrative expenses, and $18 and $14 during the years ended December 31, 2020 and 2019, respectively, as share-based compensation expense which was included in research and development expenses. The fair value of the Company’s share options granted to the COO was estimated using the Black-Scholes option pricing model using the following assumptions (level 3 measurement): September 5, Risk-free interest rate 1.43% - 1.49 % Expected volatility 82.82%–85.56 % Dividend yield 0 Expected term 5.75 Exercise price $0.24 – $3.339 Share options outstanding and exercisable to employees and directors under the 2008 Plan during the years ended December 31, 2020, 2019 and 2018 were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2018 153,882 $ 0.24 5.25 Options outstanding as of December 31, 2019 153,882 $ 0.24 4.25 Options outstanding as of December 31, 2020 153,882 $ 0.24 3.25 Options exercisable as of December 31, 2020 and 2019 153,882 $ 0.24 3.25 The intrinsic value of share options outstanding and exercisable as of Share options outstanding and exercisable to employees and directors under the 2019 Plan during the years ended December 31, 2020 and 2019, were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2019 219,456 $ 2.62 9.56 Options outstanding as of December 31, 2020 219,456 $ 2.62 8.56 Options exercisable as of December 31, 2020 200,269 $ 2.55 8.55 The intrinsic value of share options outstanding as of December 31, 2020 and 2019 was $407 and $91, respectively. The intrinsic value of share options exercisable as of December 31, 2020 and 2019 was $385 and $91, respectively |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 11:- SELECTED STATEMENTS OF OPERATIONS DATA a. Research and development expenses: Year ended 2020 2019 2018 Subcontractors and consultants $ 217 $ 21 $ 171 Payroll and related expenses 90 59 - Share-based compensation expense 18 14 - Patent 29 42 52 $ 354 $ 136 $ 223 b. General and administrative expenses: Year ended 2020 2019 2018 Professional services $ 727 $ 342 $ 218 Payroll and related expenses 154 60 - D&O insurance 360 - - Rent and office maintenance 37 33 34 Share-based compensation expense 20 75 (* ) Others 19 43 25 $ 1,317 $ 553 $ 277 c. Financial expenses, net: Year ended 2020 2019 2018 Interest expense and amortization of discount on convertible notes 987 541 324 Issuance expenses 65 47 - Bank fees 3 2 1 Change in fair value of derivative warrant liability 1,105 2 - Exchange rate differences 2 (2 ) 3 Total financial expenses, net $ 2,162 $ 590 $ 328 (*) Represents amount less than $1 |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 12:- RELATED PARTIES BALANCES AND TRANSACTIONS A. During the years ended December 31, 2019 and 2018, the Company issued convertible notes in the amount of $95 and $279, respectively, to existing shareholders. As described under Note 6 above, the notes bore interest at an annual interest rate of 8%, compounded on the basis of a 365-day year and were convertible into convertible preferred shares of the Company. Refer to Note 6. On September 3, 2020, upon consummation of the IPO, the outstanding balance of the convertible notes was converted into ordinary shares. B. Starting in January 2014, the Company sub-leased office space and received management services from Zori Medica 2010 Ltd., a private company affiliated with Medica Venture Partners, the controlling shareholder of the Company. The Company was subject to an annual rental fee of $33 for the office space and $20 as a quarterly management fee. The management services continued until the end of March 2018. The sublease ceased as of August 2019, and since then the Company was provided with an office space at no cost by Medica Venture Partners. For the years ended December 31, 2020 and 2019, the Company recorded an amount of $33 and $25, respectively, as a lease expense and a corresponding increase in additional paid-in capital, representing a contribution from its controlling shareholder. C. On April 1, 2018, the Company signed a consultancy agreement with Prof. Hazum, a director of the Company, under which Prof. Hazum shall serve as chief executive officer of the Company on a 3 days per week basis, in consideration for a monthly fee of $12. D. On January 26, 2020, the Company’s Board of Directors approved a one-time immediate payment of $150 and a payment of $37.5 on a quarterly basis (for such time as the service engagement continues) to the Chairman of the Board of Directors contingent upon shareholder approval which was granted on July 6, 2020 and successful completion of Company’s IPO which closed on September 3, 2020. a. Balances with related parties: December 31, 2020 2019 Convertible notes $ - $ 4,746 b. Transactions with related parties: 2020 2019 2018 Amounts charged to: General and administrative expenses $ 370 $ 210 $ 168 Interest expense on convertible notes $ 251 $ 351 $ 313 |
CLINICAL TRIALS
CLINICAL TRIALS | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of Clinical Trials [Abstract] | |
CLINICAL TRIALS | NOTE 13:- CLINICAL TRIALS On November 13, 2020 (the "First Agreement Execution Date"), the Company entered into a a Trial Under the First Agreement , a non-refundable made . Such payment was as of December 31, 2020 Under the Second Agreement, a non-refundable deposit (the "Second Agreement Deposit") of $710 is required. As of December 31, 2020, the Second Agreement Deposit was not paid yet. For the year ended December 31, 2020, the Company recorded $710 as deferred clinical trial costs to reflect this non-refundable due. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14:- SUBSEQUENT EVENTS a. Under a CEO employment agreement with the Company’s CEO, the Company agreed to issue to the CEO options to purchase 267,296 ordinary shares. The exercise price of the options is $5.7375. The options vest quarterly over a period of four years provided that on such date the CEO shall serve in such capacity. The CEO's employment terms, including the abovesaid options grant, were approved at a shareholders’ meeting of the Company which took place on February 23, 2021. Mrs. Rita Keynan began serving as the Company's V.P. Operations commencing on January 1, 2021. In addition, on January 1, 2021, the Company granted her options to purchase 133,652 ordinary shares. The exercise price of the options is $5.7375. The options vest quarterly over a period of four years commencing from the date of grant. b. On February 23, 2021, the shareholders of the Company approved the grant of options to purchase 60,000 ordinary shares of the Company to each of three board members (three persons), options to purchase 60,000 ordinary shares to its Chairman of the board of directors and options to purchase 60,000 ordinary shares to its Chief Technology Officer. Each of the options may be exercised at $4.50 per share. The options vest on a quarterly basis over thirty-six months, so that 1/12 of the options shall vest on the last day of each three-month period, provided that on such date each of the serving directors shall serve in such capacity. c. On March 11, 2021, the Company closed a private placement of 1,304,346 ordinary shares and accompanying warrants to purchase an aggregate of up to 652,173 ordinary shares at a combined purchase price of $4.60 per share and accompanying warrant resulting in gross proceeds of $6,000. The warrants are exercisable immediately at an exercise price of $4.60 per share and expire five and a half years from the issuance date. In connection with private placement, the Company also entered into a registration rights agreement, dated as of March 8, 2021 with the purchasers in the offering pursuant to which it agreed to file a registration statement SEC on or prior to April 9, 2021 to register the resale of the ordinary shares and the ordinary shares issuable upon exercise of the warrants and to cause such registration statement to be declared effective on or prior to May 7, 2021 (or, in the event of a “full review” by the SEC, June 6, 2021). If the Company fails to meet the specified filing deadlines or keep the registration statement effective, subject to certain permitted exceptions, the Company will be required to pay liquidated damages to the purchasers. The Company paid the placement agents of the private placement a cash placement fee equal to $390 and an expense reimbursement of $40. The Company also issued to the placement agents warrants to purchase 52,173 ordinary shares, at an exercise price of $5.06 per ordinary share and a term expiring on March 10, 2026. The Company paid a total of approximately $500 in placement agent fees and other expenses. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). |
Use of estimate in preparation of financial statements | b. Use of estimate in preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. |
Financial statements in United States dollars | c. Financial statements in United States dollars: The Company’s functional currency is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in currencies other than dollars have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in currencies other than dollars are reflected in the statements of comprehensive loss as financial expenses, net. |
Cash and cash equivalents | d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. |
Restricted cash | e. Restricted cash: Restricted cash include bank deposits with maturities of more than three months and up to one year. The restricted bank deposit was presented at its cost, including accrued interest and represents cash which is used as collateral for the Company’s credit card. |
Fair Value Measurements | f. Fair Value Measurements: The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, other current assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 Level 2 Level 3 The Company’s derivative warrant liability is classified within Level 3 of the fair value hierarchy because their fair values are estimated by utilizing valuation models and significant unobservable inputs. |
Property and equipment, net | g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Furniture and office equipment 7 |
Research and development expenses | h. Research and development expenses: Research and development expenses are charged to the statements of comprehensive loss as incurred. |
Income taxes | i. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. As of December 31, 2020, and 2019, the Company had a full valuation allowance on its deferred tax assets. The Company implements a two-step approach to recognize and measure 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 basis) likely to be realized upon ultimate settlement. As of December 31, 2020, and 2019, no liability for unrecognized tax positions has been recognized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Accordingly, the Company reports a liability for unrecognized tax benefits. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in tax expense. |
Concentrations of credit risk | j. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash. Cash and cash equivalents and restricted cash are invested in a major bank in Israel. Management believes that the bank that holds the Company’s cash, cash equivalent and restricted cash is financially sound and, accordingly, minimal credit risk exists with respect to this cash, cash equivalent and restricted cash. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Convertible notes | k. Convertible notes: Proceeds from the sale of notes with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature (if any) in accordance with ASC 470-20 “Debt with Conversion and Other Options”, with a corresponding discount on the notes recorded in liabilities which is amortized in finance expense over the term of the notes. Convertible notes with convertible features that are determined to not be beneficial are allocated entirely to liabilities. |
Derivative warrant liability | l. Derivative warrant liability Financial equity instruments that do not meet the US GAAP criteria for equity classification are classified as liability at fair value and are adjusted to fair value at each reporting period. Changes in fair value are recognized in the Company’s statements of comprehensive loss in accordance with ASC 815, "Accounting for Derivative Financial Instruments". |
Basic and diluted loss per share | m. Basic and diluted loss per share: Basic loss per share is computed by dividing the loss for the period applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For the years ended December 31, 2020, 2019 and 2018, all outstanding share options, convertible notes, and warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. The loss and the weighted average number of shares used in computing basic and diluted net loss per share is as follows: Year ended 2020 2019 2018 Numerator: Net loss applicable to shareholders of ordinary shares $ (4,053 ) $ (1,279 ) $ (828 ) Interest accrued on convertible preferred shares - (1,130 ) (1,046 ) Total loss attributed to ordinary shares (4,053 ) (2,409 ) (1,874 ) Denominator: Shares of ordinary share used in computing basic and diluted net loss per share 3,243,943 576,556 576,556 Net loss per share of ordinary share, basic and diluted $ (1.25 ) $ (4.17 ) $ (3.24 ) |
Share-based compensation | n. Share-based compensation: Share-based compensation to employees and consultants is accounted for in accordance with ASC 718, “Compensation - Share Compensation” (“ASC 718”), which requires estimation of the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period using the graded vesting method. The Company has elected to recognize forfeitures, as incurred. The fair value of share options granted was estimated using the Black Scholes model, which requires a number of assumptions, of which the most significant are the expected share price, volatility, and the expected option term. Expected volatility was calculated based on comparable public companies in the same industry. The expected share option term is calculated for share options granted using the “simplified” method. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. |
Deferred offering costs | o. Deferred offering costs The Company capitalizes certain legal and other third-party fees that are directly related to the Company’s in-process equity financings until such financings are consummated. After the consummation of such equity financings, these costs are recorded as a reduction of the respective gross proceeds. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are written off to operating expenses. As of December 31, 2019, there were $192 of deferred offering costs included in other non-current assets on the balance sheet. |
Disclosure of recent accounting pronouncements | p. Disclosure of recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize their lease contracts as assets and liabilities in the financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize expenses on their income statements in a manner similar to current lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Effective January 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying the new standard at the adoption date. The Company elected to apply the practical expedients permitted under the transition guidance within the new standard, and the Company also elected not to apply the recognition requirements in the lease standard to short-term leases as of the adoption date. As such, there was no impact on the Company’s financial statements as a result of adopting ASU 2016-02. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Effective January 1, 2020, the Company adopted the new fair value measurement standard. The implementation of the updated guidance did not have a significant effect on Company’s financial statements. In August 2020, the FASB issued guidance that is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. This guidance will be effective for the Company on January 1, 2022 and is not expected to have a material impact on the Company’s financial statements and disclosures. ASC Topic 740, "Income Taxes", was amended to simplify the accounting for income taxes to improve consistency of accounting methods and remove certain exceptions. The amendment is effective for the Company beginning January 1, 2021 and is not expected to have a material impact on the Company’s financial statements and disclosures. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Rates for Property and Equipment | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Furniture and office equipment 7 |
Schedule of Computation of Basic and Diluted Losses Per Share | The loss and the weighted average number of shares used in computing basic and diluted net loss per share is as follows: Year ended 2020 2019 2018 Numerator: Net loss applicable to shareholders of ordinary shares $ (4,053 ) $ (1,279 ) $ (828 ) Interest accrued on convertible preferred shares - (1,130 ) (1,046 ) Total loss attributed to ordinary shares (4,053 ) (2,409 ) (1,874 ) Denominator: Shares of ordinary share used in computing basic and diluted net loss per share 3,243,943 576,556 576,556 Net loss per share of ordinary share, basic and diluted $ (1.25 ) $ (4.17 ) $ (3.24 ) |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | December 31, 2020 2019 Receivables from governmental authorities $ 53 $ 22 Prepaid expenses 734 3 Other 20 - $ 807 $ 25 |
OTHER ACCOUNT PAYABLES AND AC_2
OTHER ACCOUNT PAYABLES AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Other Account Payables and Accrued Expenses | December 31, 2020 2019 Employees and related liabilities $ 92 $ 15 Accrued expenses 149 151 $ 241 $ 166 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of significant unobservable inputs (Level 3 inputs) used in measuring the warrants | A summary of significant unobservable inputs (Level 3 inputs) used in measuring warrants issued during the year ended December 31, 2019 is as follows: Exercise price $2.55-$4.74 Expected volatility 72.29 % Risk free rate 1.5%-1.67 % Expected life (years) 4.65-5 Dividend yield 0 % |
Schedule of Changes in the Fair Value of Derivative Warrant Liability | The following table presents changes in the fair value of the derivative warrant liability recorded in respect of the warrants: Balance as of December 31, 2018 $ - Issuance of warrants in connection with convertible notes (Note 6 (b)) 445 Changes in fair value 2 Balance as of December 31, 2019 $ 447 Changes in fair value 1,105 Equity classification of a derivative warrant liability (1,552 ) Balance as of December 31, 2020 $ - |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Taxes | Significant components of the Company’s deferred tax assets are as follows: December 31, 2020 2019 Deferred tax assets: Net operating loss carry forward $ 3,476 $ 2,992 Deferred tax asset before valuation allowance 3,476 2,992 Valuation allowance (3,476 ) (2,992 ) Net deferred tax asset $ - $ - |
Schedule of Unrecognized Tax Benefits | A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows: December 31, 2020 Opening balance - Tax positions taken in the current year 217 Increase related to current year tax positions 3 Closing balance $ 220 |
TEMPORARY EQUITY (Tables)
TEMPORARY EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Convertible Preferred Shares | Convertible preferred shares consisted of the following: Convertible Preferred Shares - Series A Shares Shares Carrying Liquidation As of December 31, 2019 18,300,000 2,954,267 $ 6,621 $ 15,250 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrants and Warrants Units Outstanding | The following table summarizes the warrants and warrants units outstanding as of December 31, 2020: Type ISSUANCE DATE NUMBER OF WARRANTS EXERCISE PRICE EXERCISABLE THROUGH August 2019 warrants (note 6b) August 22, 2019 205,268 $6.72 (*) August 22, 2024 December 2019 warrants (note 6b) December 9, 2019 92,321 $6.72 (*) December 8, 2024 Warrants to bridge financing placement agent (note 6c) December 9, 2019 55,785 $6.72 (*) December 8, 2024 Warrants to underwriters (note 10) September 3, 2020 125,000 $10.00 September 1, 2025 Warrants to underwriters (note 10) October 5, 2020 375,000 $8.80 October 5, 2025 IPO warrants (note 1d, note 6b) September 3, 2020 2,812,170 $8.80 September 3, 2025 (*) Each warrant is exercisable into one IPO unit consisting of one share and one IPO warrant (refer to note 6b and note 6c). |
Schedule of Black-Scholes to Estimate Fair Value | The fair value of the Company’s share options granted to the CEO was estimated using the Black-Scholes option pricing model using the following assumptions (level 3 measurement): June 12, Risk-free interest rate 2.13 % Expected volatility 82.29 % Dividend yield 0 Expected term 10 Exercise price 3.339 The fair value of the Company’s share options granted to the COO was estimated using the Black-Scholes option pricing model using the following assumptions (level 3 measurement): September 5, Risk-free interest rate 1.43% - 1.49 % Expected volatility 82.82%–85.56 % Dividend yield 0 Expected term 5.75 Exercise price $0.24 – $3.339 |
Schedule of Stock Option Activity | Share options outstanding and exercisable to employees and directors under the 2008 Plan during the years ended December 31, 2020, 2019 and 2018 were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2018 153,882 $ 0.24 5.25 Options outstanding as of December 31, 2019 153,882 $ 0.24 4.25 Options outstanding as of December 31, 2020 153,882 $ 0.24 3.25 Options exercisable as of December 31, 2020 and 2019 153,882 $ 0.24 3.25 Share options outstanding and exercisable to employees and directors under the 2019 Plan during the years ended December 31, 2020 and 2019, were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2019 219,456 $ 2.62 9.56 Options outstanding as of December 31, 2020 219,456 $ 2.62 8.56 Options exercisable as of December 31, 2020 200,269 $ 2.55 8.55 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Research and Development Expenses | a. Research and development expenses: Year ended 2020 2019 2018 Subcontractors and consultants $ 217 $ 21 $ 171 Payroll and related expenses 90 59 - Share-based compensation expense 18 14 - Patent 29 42 52 $ 354 $ 136 $ 223 |
Schedule of General and Administrative Expenses | b. General and administrative expenses: Year ended 2020 2019 2018 Professional services $ 727 $ 342 $ 218 Payroll and related expenses 154 60 - D&O insurance 360 - - Rent and office maintenance 37 33 34 Share-based compensation expense 20 75 (* ) Others 19 43 25 $ 1,317 $ 553 $ 277 |
Schedule of Financial Expenses, Net | c. Financial expenses, net: Year ended 2020 2019 2018 Interest expense and amortization of discount on convertible notes 987 541 324 Issuance expenses 65 47 - Bank fees 3 2 1 Change in fair value of derivative warrant liability 1,105 2 - Exchange rate differences 2 (2 ) 3 Total financial expenses, net $ 2,162 $ 590 $ 328 (*) Represents amount less than $1 |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Balances and Transactions with related parties | a. Balances with related parties: December 31, 2020 2019 Convertible notes $ - $ 4,746 b. Transactions with related parties: 2020 2019 2018 Amounts charged to: General and administrative expenses $ 370 $ 210 $ 168 Interest expense on convertible notes $ 251 $ 351 $ 313 |
GENERAL (Details)
GENERAL (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2021 | Oct. 05, 2020 | Sep. 03, 2020 | Jul. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 08, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Comprehensive loss | $ 4,053 | $ 1,279 | $ 828 | |||||
Accumulated deficit | $ 16,481 | $ 12,428 | ||||||
Reverse split | 1-for-3 | |||||||
Shares issued, price per share (in Dollars per share) | $ 0.747 | |||||||
IPO [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares, issued | 2,500,000 | |||||||
Shares issued, price per share (in Dollars per share) | $ 8 | $ 2.5425 | ||||||
Gross proceeds (in Dollars) | $ 20,000 | |||||||
Net proceeds (in Dollars) | $ 17,300 | |||||||
Warrants expired | 5 years | |||||||
Exercise price (in Dollars per share) | $ 8.80 | |||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares, issued | 1,304,346 | 52,173 | ||||||
Warrants expired | 5 years 6 months | |||||||
Warrants issue to purchase ordinary shares | 652,173 | |||||||
Combined purchase price | $ 4.60 | |||||||
Gross proceeds from issue | $ 6,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants issue to purchase ordinary shares | 375,000 | |||||||
Gross proceeds from issue | $ 3 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Accounting Policies [Abstract] | |
Deferred offering costs | $ 192 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Depreciation Rates for Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computers and electronic equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | 33.00% |
Furniture and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | 7.00% |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Computation of Basic and Diluted Losses Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net loss applicable to shareholders of ordinary shares | $ (4,053) | $ (1,279) | $ (828) |
Interest accrued on convertible preferred shares | (1,130) | (1,046) | |
Total loss attributed to ordinary shares | $ (4,053) | $ (2,409) | $ (1,874) |
Denominator: | |||
Shares of ordinary share used in computing basic and diluted net loss per share | 3,243,943 | 576,556 | 576,556 |
Net loss per share of ordinary share, basic and diluted (in Dollars per share) | $ (1.25) | $ (4.17) | $ (3.24) |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Receivables from governmental authorities | $ 53 | $ 22 |
Prepaid expenses | 734 | 3 |
Other | 20 | |
Total Prepaid Expenses and Other Current Assets | $ 807 | $ 25 |
OTHER ACCOUNT PAYABLES AND AC_3
OTHER ACCOUNT PAYABLES AND ACCRUED EXPENSES (Schedule of Other Account Payables and Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Employees and related liabilities | $ 92 | $ 15 |
Accrued expenses | 149 | 151 |
Other account payables and accrued expenses | $ 241 | $ 166 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of significant unobservable inputs (Level 3 inputs) used in measuring the warrants) (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |
Expected volatility | 72.29% |
Dividend yield | 0.00% |
Minimum [Member] | |
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |
Exercise price (in Dollars per share) | $ 2.55 |
Risk free rate | 1.50% |
Expected life (years) | 4 years 7 months 24 days |
Maximum [Member] | |
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |
Exercise price (in Dollars per share) | $ 4.74 |
Risk free rate | 1.67% |
Expected life (years) | 5 years |
FAIR VALUE MEASUREMENTS (Sche_2
FAIR VALUE MEASUREMENTS (Schedule of Changes in the Fair Value of the Derivative Warrant Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Balance as of Beginning | $ 447 | |
Issuance of warrants in connection with convertible notes | 445 | |
Changes in fair value | 1,105 | 2 |
Equity classification of a derivative warrant liability | (1,552) | |
Balance as of Ending | $ 447 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) $ / shares in Units, $ in Thousands | Sep. 03, 2020USD ($)$ / sharesshares | Dec. 09, 2019$ / sharesshares | Aug. 31, 2020 | Dec. 31, 2019USD ($)$ / shares | Aug. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) |
Convertible Notes (Details) [Line Items] | ||||||||
Convertible notes issued to existing shareholders | $ | $ 241 | $ 241 | $ 488 | |||||
Convertible notes | $ | 110 | 110 | 3,688 | |||||
Derivative warrant liability | $ | 97 | 97 | ||||||
Interest expense | $ | 271 | 379 | $ 324 | |||||
Principal amount | $ | 3,929 | 3,929 | ||||||
Balance of convertible notes | $ | $ 5,412 | $ 5,141 | $ 5,141 | |||||
Convertible notes annual interest rate | 8.00% | 10.00% | 8.00% | |||||
Convertible debt description | the Company entered into an extension agreement with the August 2019 convertible notes investors, according to which the investors agreed to extend the original term by 60 days in exchange for 10% increase in the principal amount of the notes. As a result of the above, the number of units to be issued upon the exercise of the August 2019 warrants was similarly increased by 10%. | The August and December 2019 convertible notes had a principal amount of $110 per unit, bore interest at a rate of 5%, and had a maturity date of one year from the date of issuance. The notes were automatically convertible into shares (or other units) to be issued in an initial public offering (“IPO”), at a conversion price representing a 30% discount on the price of shares (or other units) sold in such IPO. The conversion price could not exceed an amount calculated as $30,000 (which $30,000 was subject to certain adjustments at the reasonable discretion of the underwriters in the IPO) divided by the fully diluted amount of shares of the Company immediately prior to the IPO (however excluding shares that would have been issued pursuant to conversion or exercise of instruments included in these units and excluding shares that would have been issued pursuant to conversion of other convertible instruments). | The August and December 2019 convertible notes had a principal amount of $110 per unit, bore interest at a rate of 5%, and had a maturity date of one year from the date of issuance. The notes were automatically convertible into shares (or other units) to be issued in an initial public offering (“IPO”), at a conversion price representing a 30% discount on the price of shares (or other units) sold in such IPO. The conversion price could not exceed an amount calculated as $30,000 (which $30,000 was subject to certain adjustments at the reasonable discretion of the underwriters in the IPO) divided by the fully diluted amount of shares of the Company immediately prior to the IPO (however excluding shares that would have been issued pursuant to conversion or exercise of instruments included in these units and excluding shares that would have been issued pursuant to conversion of other convertible instruments). | The notes were originally convertible into Series A Preferred Shares of the Company or repayable as follows: i. Automatic Conversion Upon Occurrence of a Qualified Investment – upon the closing of a qualified investment (issuance of preferred securities if at least $ 3,000 from a third party), the notes would have been automatically converted into securities of the Company on the same terms and conditions as in such qualified investment. The conversion would have been on the same terms and conditions and would have borne the same rights, subject to a conversion price per share equal to the lowest price per share to be paid under the qualified investment less agreed upon percentage equal to 3% multiplied by the number of months from the grant date of the applicable note and up to a maximum of 54%. ii. Optional conversion – each note holder, at its sole discretion, would have been entitled, by a written notice, to convert the note held by it into Series A Preferred Shares at a conversion price equal to $2.241 (subject to adjustments in accordance with the Company's Articles of Association). iii. Deemed Liquidation Event Repayment – in the event of a Deemed Liquidation Event (generally meaning consolidation or merger of the Company or sale of all or substantially all of the Company assets or issued share capital resulting in a third party holding more than 50% of the voting power or the right to appoint more than 50% of the board members) then immediately prior to the consummation of such event, the Company would have paid each note holder (which was not earlier converted) a sum equal to the principal amount of the note multiplied by three, plus the interest accrued up to the date of repayment. | ||||
Convertible notes issued (in Shares) | shares | 2,415,022 | |||||||
Convertible notes (Units) | 14.2 | |||||||
Convertible notes and warrants total consideration | $ | $ 1,420 | |||||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 100 | $ 8.80 | $ 100 | |||||
Discount of warrant | 10.00% | |||||||
Convertible notes principal amount | $ | $ 110 | |||||||
Share price per unit (in Dollars per share) | $ 0.747 | |||||||
Financing expense | $ | $ 65 | |||||||
2019 Convertible Notes Related Warrants [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 6.72 | |||||||
Warrant excercise | shares | 297,589 | |||||||
Warrant [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 8.80 | |||||||
IPO [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Convertible notes issued (in Shares) | shares | 312,170 | |||||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 8.80 | |||||||
Warrant term | 5 years | 5 years | ||||||
Convertible notes and exercisable of ordinary shares per unit (in Dollars per share) | $ 110 | |||||||
Share price per unit (in Dollars per share) | $ 8 | 2.5425 | ||||||
Adjustment exercise price per unit (in Dollars per share) | 2.5425 | |||||||
Convertible notes and ordinary shares per unit (in Dollars per share) | $ 110 | |||||||
Conversion price, percentage | 120.00% | |||||||
Convertible debt conversion price (in Dollars per share) | $ 8.80 | |||||||
Ordinary Shares issued | shares | 2,500,000 | |||||||
Warrant Expired | Dec. 8, 2024 | |||||||
IPO [Member] | 2019 Convertible Notes [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 6.72 | |||||||
Ordinary Shares issued | shares | 55,785 |
TAXES ON INCOME (Narrative) (De
TAXES ON INCOME (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | ||
Corporate tax rate | 23.00% | 23.00% |
Unrecognized tax benefits | $ 220 | |
Interest and penalties related to unrecognized tax benefits | 3 | |
Accrued interest and penalties | 3 | |
Israeli [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carry forwards | $ 15,114 | $ 13,007 |
TAXES ON INCOME (Schedule of De
TAXES ON INCOME (Schedule of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 3,476 | $ 2,992 |
Deferred tax asset before valuation allowance | 3,476 | 2,992 |
Valuation allowance | (3,476) | (2,992) |
Net deferred tax asset |
TAXES ON INCOME (Schedule of Un
TAXES ON INCOME (Schedule of Unrecognized Tax Benefits) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Opening balance | |
Tax positions taken in the current year | 217 |
Increase related to current year tax positions | 3 |
Closing balance | $ 220 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) ₪ in Thousands, $ in Thousands | 2 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2020ILS (₪) | Dec. 10, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||
Annual rental fee | $ 33 | $ 22 | $ 33 | $ 33 | |
First Agreement [Member] | |||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||
Accumulated payment on clinical research development | 2,907 | ||||
Second Agreement [Member] | |||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||
Accumulated payment on clinical research development | $ 7,107 | ||||
Rita Kenan [Member] | |||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||||
Bonus amount | ₪ | ₪ 140 |
TEMPORARY EQUITY (Narrative) (D
TEMPORARY EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 03, 2020 | |
Original issue price per share | $ 0.747 | |||
Adjusted original issue price per share | $ 2.241 | |||
Proceeds from public offering | $ 17,310 | |||
Liquidation preference price per share | $ 2.241 | |||
Interest rate | 8.00% | |||
Outstanding convertible preferred shares | 2,954,267 | |||
Qualified Public Offering [Member] | ||||
Pre-money valuation amount | $ 100,000 | |||
Proceeds from public offering | $ 30,000 |
TEMPORARY EQUITY (Schedule of C
TEMPORARY EQUITY (Schedule of Convertible Preferred Shares) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity Disclosure [Abstract] | ||
Shares Authorized | 18,300,000 | 18,300,000 |
Shares Issued and Outstanding | 2,954,267 | 2,954,267 |
Carrying Value | $ 6,621 | |
Liquidation Preference | $ 0 | $ 15,250 |
SHAREHOLDERS' EQUITY (DEFICIT_2
SHAREHOLDERS' EQUITY (DEFICIT) (Details) $ / shares in Units, $ in Thousands | Oct. 05, 2020USD ($)$ / sharesshares | Sep. 03, 2020$ / sharesshares | Jul. 06, 2020 | Sep. 05, 2019USD ($)$ / sharesshares | Jul. 02, 2019shares | Jun. 12, 2019USD ($)$ / sharesshares | Aug. 07, 2008shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2020₪ / shares | Aug. 31, 2020shares | Dec. 31, 2019₪ / shares | Nov. 20, 2008shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Ordinary share issued | 8,758,037 | 576,556 | ||||||||||||
Reverse split | 1-for-3 | |||||||||||||
Convertible notes issued (in Shares) | 2,415,022 | |||||||||||||
Warrants exercise price | $ / shares | $ 8.80 | $ 100 | ||||||||||||
Outstanding convertible preferred shares | 2,954,267 | |||||||||||||
Per share price | ₪ / shares | ₪ 0.03 | ₪ 0.03 | ||||||||||||
Share-based compensation expense | $ | $ 18 | $ 14 | ||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation expense | $ | 18 | 14 | ||||||||||||
Research and Development Expense [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation expense | $ | 18 | 14 | ||||||||||||
CEO [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Ordinary share issued | 117,125 | |||||||||||||
Option issued | 117,125 | |||||||||||||
Per share price | $ / shares | $ 3.339 | |||||||||||||
Percentage of option vested | 37.50% | |||||||||||||
Fair value of option | $ | $ 63 | |||||||||||||
Share-based compensation expense | $ | $ 2 | $ 61 | ||||||||||||
COO [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Ordinary share issued | 51,166 | |||||||||||||
Option issued | 51,166 | |||||||||||||
Per share price | $ / shares | $ 0.24 | |||||||||||||
Share-based compensation expense | $ | $ 2 | |||||||||||||
COO [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Ordinary share issued | 51,166 | |||||||||||||
Option issued | 51,166 | |||||||||||||
Per share price | $ / shares | $ 3.339 | |||||||||||||
Percentage of option vested | 12.50% | |||||||||||||
Fair value of option | $ | $ 34 | |||||||||||||
2008 Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Term plan | 10 years | |||||||||||||
Reserve for issuance | 167,869 | 392,777 | ||||||||||||
Options outstanding | 153,882 | 153,882 | ||||||||||||
Intrinsic value of share options outstanding | $ | $ 651 | $ 275 | 0 | |||||||||||
Intrinsic value of share options exercisable | $ | $ 651 | $ 275 | $ 0 | |||||||||||
2008 Plan [Member] | Director [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Reserve for issuance | 224,884 | |||||||||||||
2019 Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Term plan | 10 years | |||||||||||||
Reserve for issuance | 219,456 | |||||||||||||
Options outstanding | 219,456 | 219,456 | ||||||||||||
Intrinsic value of share options outstanding | $ | $ 407 | $ 91 | ||||||||||||
Intrinsic value of share options exercisable | $ | $ 385 | $ 91 | ||||||||||||
2019 Convertible Notes Related Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 6.72 | |||||||||||||
Warrant excercise | 297,589 | |||||||||||||
Warrant expired date | Sep. 3, 2025 | |||||||||||||
IPO [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Convertible notes issued (in Shares) | 312,170 | |||||||||||||
Warrants expired | 5 years | |||||||||||||
Warrants exercise price | $ / shares | $ 8.80 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 7.99 | |||||||||||||
Warrant excercise | 375,000 | |||||||||||||
Option issued | 375,000 | |||||||||||||
Per share price | $ / shares | $ 0.01 | |||||||||||||
Crescendo Communications [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Term plan | P2Y | |||||||||||||
Share-based compensation expense | $ | $ 137 | |||||||||||||
Crescendo Communications [Member] | Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Ordinary share issued | 152,110 | |||||||||||||
Percentage of shares issued | 3.75% | |||||||||||||
Underwriters [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 8.80 | |||||||||||||
Warrant excercise | 375,000 | |||||||||||||
Warrant expired date | Sep. 3, 2025 | |||||||||||||
Option expired | 375,000 | |||||||||||||
Amount of return | $ | $ 3 | |||||||||||||
Underwriters [Member] | IPO [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Percentage of shares issued | 5.00% | |||||||||||||
Warrants expired | 5 years | |||||||||||||
Option issued | 125,000 | |||||||||||||
Per share price | $ / shares | $ 10 | |||||||||||||
Offering price | 125.00% |
SHAREHOLDERS' EQUITY (DEFICIT_3
SHAREHOLDERS' EQUITY (DEFICIT) (Schedule of Warrants and Warrants Units Outstanding) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 8.80 | $ 100 | |
August 2019 warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance date | Aug. 22, 2019 | ||
Number of warrants | 205,268 | ||
Exercise price | [1] | $ 6.72 | |
Exercisable through | Aug. 22, 2024 | ||
December 2019 warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance date | Dec. 9, 2019 | ||
Number of warrants | 92,321 | ||
Exercise price | [1] | $ 6.72 | |
Exercisable through | Dec. 8, 2024 | ||
Warrants to bridge financing placement agent [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance date | Dec. 9, 2019 | ||
Number of warrants | 55,785 | ||
Exercise price | [1] | $ 6.72 | |
Exercisable through | Dec. 8, 2024 | ||
Warrants to underwriter [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance date | Sep. 3, 2020 | ||
Number of warrants | 125,000 | ||
Exercise price | $ 10 | ||
Exercisable through | Sep. 1, 2025 | ||
Warrants to underwriters [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance date | Oct. 5, 2020 | ||
Number of warrants | 375,000 | ||
Exercise price | $ 8.80 | ||
Exercisable through | Oct. 5, 2025 | ||
IPO warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Issuance date | Sep. 3, 2020 | ||
Number of warrants | 2,812,170 | ||
Exercise price | $ 8.80 | ||
Exercisable through | Sep. 3, 2025 | ||
[1] | Each warrant is exercisable into one IPO unit consisting of one share and one IPO warrant (refer to note 6b and note 6c). |
SHAREHOLDERS' EQUITY (DEFICIT_4
SHAREHOLDERS' EQUITY (DEFICIT) (Schedule of Assumptions Used to Estimate Fair Value) (Details) - $ / shares | Sep. 05, 2019 | Jun. 12, 2019 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 72.29% | ||
Dividend yield | 0.00% | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.50% | ||
Expected term | 4 years 7 months 24 days | ||
Exercise price | $ 2.55 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.67% | ||
Expected term | 5 years | ||
Exercise price | $ 4.74 | ||
Level 3 [Member] | CEO [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.13% | ||
Expected volatility | 82.29% | ||
Dividend yield | 0.00% | ||
Expected term | 10 years | ||
Exercise price | $ 3.339 | ||
Level 3 [Member] | COO [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Expected term | 5 years 9 months | ||
Level 3 [Member] | COO [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.43% | ||
Expected volatility | 82.82% | ||
Exercise price | $ 0.24 | ||
Level 3 [Member] | COO [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.49% | ||
Expected volatility | 85.56% | ||
Exercise price | $ 3.339 |
SHAREHOLDERS' EQUITY (DEFICIT_5
SHAREHOLDERS' EQUITY (DEFICIT) (Schedule of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
2008 Plan [Member] | |||
Number of options | |||
Options outstanding | 153,882 | ||
Options outstanding | 153,882 | 153,882 | |
2019 Plan [Member] | |||
Number of options | |||
Options outstanding | 219,456 | ||
Options outstanding | 219,456 | 219,456 | |
Employees and directors [Member] | 2008 Plan [Member] | |||
Number of options | |||
Options outstanding | 153,882 | 153,882 | |
Options outstanding | 153,882 | 153,882 | |
Options exercisable as of December 31, 2020 and 2019 | 153,882 | 153,882 | |
Weighted-average exercise price | |||
Options outstanding | $ 0.24 | $ 0.24 | |
Options outstanding | 0.24 | $ 0.24 | |
Options exercisable as of December 31, 2020 and 2019 | $ 0.24 | $ 0.24 | |
Weighted-average remaining contractual term | |||
Options outstanding | 3 years 2 months 30 days | 4 years 2 months 30 days | 5 years 2 months 30 days |
Options exercisable as of December 31, 2020 and 2019 | 3 years 2 months 30 days | ||
Employees and directors [Member] | 2019 Plan [Member] | |||
Number of options | |||
Options outstanding | 219,456 | ||
Options outstanding | 219,456 | ||
Options exercisable as of December 31, 2020 and 2019 | 200,269 | ||
Weighted-average exercise price | |||
Options outstanding | $ 2.62 | ||
Options outstanding | $ 2.62 | ||
Options exercisable as of December 31, 2020 and 2019 | $ 2.55 | ||
Weighted-average remaining contractual term | |||
Options outstanding | 8 years 6 months 21 days | 9 years 6 months 21 days | |
Options exercisable as of December 31, 2020 and 2019 | 8 years 6 months 18 days |
SELECTED STATEMENTS OF OPERAT_3
SELECTED STATEMENTS OF OPERATIONS DATA (Schedule of Research and Development Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of financial expenses, net [Abstract] | |||
Subcontractors and consultants | $ 217 | $ 21 | $ 171 |
Payroll and related expenses | 90 | 59 | |
Share-based compensation expense | 18 | 14 | |
Patent | 29 | 42 | 52 |
Total Research and development expenses | $ 354 | $ 136 | $ 223 |
SELECTED STATEMENTS OF OPERAT_4
SELECTED STATEMENTS OF OPERATIONS DATA (Schedule of General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Schedule of financial expenses, net [Abstract] | ||||
Professional services | $ 727 | $ 342 | $ 218 | |
Payroll and related expenses | 154 | 60 | ||
D&O insurance | 360 | |||
Rent and office maintenance | 37 | 33 | 34 | |
Share-based compensation expense | 20 | 75 | [1] | |
Others | 19 | 43 | 25 | |
Total General and administrative expenses | $ 1,317 | $ 553 | $ 277 | |
[1] | Represents amount less than $1 |
SELECTED STATEMENTS OF OPERAT_5
SELECTED STATEMENTS OF OPERATIONS DATA (Schedule of Financial Expenses, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of financial expenses, net [Abstract] | |||
Interest expense and amortization of discount on convertible notes | $ 987 | $ 541 | $ 324 |
Issuance expenses | 65 | 47 | |
Bank fees | 3 | 2 | 1 |
Change in fair value of derivative warrant liability | 1,105 | 2 | |
Exchange rate differences | 2 | (2) | 3 |
Total financial expenses, net | $ 2,162 | $ 590 | $ 328 |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) | Apr. 02, 2018 | Jan. 26, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 10, 2020 | Aug. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
Convertible notes | $ 110,000 | $ 3,688,000 | |||||
Convertible notes annual interest rate | 8.00% | 10.00% | |||||
Rental Properties | $ 33,000 | $ 33,000 | 33,000 | $ 22,000 | |||
Management fee | 20,000 | ||||||
Operating lease provided by controlling shareholder | $ 33,000 | 25,000 | |||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly fee | $ 12,000 | ||||||
One time payment (in Dollars) | $ 150,000 | ||||||
Board of Directors Chairman [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
One time payment, quarterly basis (in Dollars) | $ 37,500 | ||||||
Shareholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes | $ 95,000 | $ 279,000 | |||||
Convertible notes annual interest rate | 8.00% |
RELATED PARTIES BALANCES AND _4
RELATED PARTIES BALANCES AND TRANSACTIONS (Schedule of Balances and Transactions with Related Parties) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balances with related parties | |||
Convertible notes | $ 4,746 | ||
Amounts charged to: | |||
General and administrative expenses | 370 | 210 | $ 168 |
Interest expense on convertible notes | $ 251 | $ 351 | $ 313 |
CLINICAL TRIALS (Details)
CLINICAL TRIALS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid clinical trial expenses | $ 1,294 | |
Deferred costs | 710 | |
First Agreement [Member] | ||
Prepaid clinical trial expenses | 581 | |
Second Agreement [Member] | ||
Prepaid clinical trial expenses | $ 710 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2021 | Mar. 08, 2021 | Jan. 02, 2021 | Feb. 23, 2021 |
Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Option exercise price | $ 5.06 | |||
Ordinary shares issued | 1,304,346 | 52,173 | ||
Warrants issue to purchase ordinary shares | 652,173 | |||
Combined purchase price | $ 4.60 | |||
Gross proceeds from issue | $ 6,000 | |||
Warrants expired | 5 years 6 months | |||
Cash placement fee | $ 390 | |||
Placement fee expense reimbursement | $ 40 | |||
Warrants expirt date | Mar. 10, 2026 | |||
Placement agent fees and expenses | $ 500 | |||
CEO [Member] | ||||
Subsequent Event [Line Items] | ||||
Option exercise price | $ 5.7375 | |||
Ordinary shares issued | 267,296 | |||
Vesting period | 4 years | |||
V.P. Operations [Member] | ||||
Subsequent Event [Line Items] | ||||
Option exercise price | $ 5.7375 | |||
Ordinary shares issued | 133,652 | |||
Vesting period | 4 years | |||
Three Board Members [Member] | ||||
Subsequent Event [Line Items] | ||||
Ordinary shares issued | 60,000 | |||
Vesting period | 36 months | |||
Chairman [Member] | ||||
Subsequent Event [Line Items] | ||||
Ordinary shares issued | 60,000 | |||
Chief Technology Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Option exercise price | $ 4.50 | |||
Ordinary shares issued | 60,000 |