Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Registrant Name | PAINREFORM LTD |
Document Type | 20-F |
Document Fiscal Period Focus | FY |
Document Period End Date | Dec. 31, 2022 |
Entity Well-known Seasoned Issuer | No |
Entity Shell Company | false |
Entity Central Index Key | 0001801834 |
Entity Filer Category | Non-accelerated Filer |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Incorporation, State or Country Code | L3 |
Document Fiscal Year Focus | 2022 |
Entity Emerging Growth Company | true |
Entity Voluntary Filers | No |
Entity File Number | 001-39481 |
Document Annual Report | true |
Entity Common Stock, Shares Outstanding | 10,634,166 |
Entity Interactive Data Current | Yes |
Trading Symbol | PRFX |
Security Exchange Name | NASDAQ |
Entity Ex Transition Period | true |
Title of 12(b) Security | Ordinary shares, par value NIS 0.03 per share |
Entity Address, City or Town | Tel Aviv |
Entity Address, Address Line One | 65 Yigal Alon St., |
Entity Address, Postal Zip Code | 6744316 |
Entity Address, Country | IL |
Document Accounting Standard | U.S. GAAP |
Document Registration Statement | false |
Document Shell Company Report | false |
ICFR Auditor Attestation Flag | false |
Document Transition Report | false |
Auditor Firm ID | 1197 |
Auditor Location | Tel Aviv, Israel |
Auditor Name | Brightman Almagor Zohar & Co |
Kesselman & Kesselman [Member] | |
Auditor Firm ID | 1309 |
Auditor Location | Tel-Aviv, Israel |
Auditor Name | Kesselman & Kesselman |
Business Contact [Member] | |
Contact Personnel Email Address | ihadar@painreform.com |
Entity Address, City or Town | Tel Aviv |
Entity Address, Address Line One | 65 Yigal Alon St. |
Contact Personnel Name | Ilan Hadar |
Entity Address, Postal Zip Code | 6744316 |
Entity Address, Country | IL |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,096 | $ 16,537 |
Short term deposit | 6,085 | 0 |
Restricted cash | 10 | 34 |
Prepaid clinical trial expenses and deferred clinical trial costs | 1,728 | 1,728 |
Prepaid expenses and other current assets | 365 | 721 |
Total current assets | 12,284 | 19,020 |
Property and equipment, net | 44 | 53 |
Total assets | 12,328 | 19,073 |
Current liabilities: | ||
Trade payables | 209 | 136 |
Employees and related liabilities | 499 | 423 |
Accrued expenses | 356 | 198 |
Total current liabilities | 1,064 | 757 |
Non-current liabilities: | ||
Provision for unrecognized tax positions | 243 | 234 |
Total non-current liabilities | 243 | 234 |
Total liabilities | 1,307 | 991 |
Commitments | ||
Shareholders’ Equity: | ||
Ordinary shares, NIS 0.03 par value; Authorized: 26,666,667 shares as of December 31, 2022 and 2021, respectively; Issued and outstanding: 10,634,166 and 10,482,056 shares as of December 31, 2022 and 2021, respectively. | 94 | 94 |
Additional paid-in capital | 43,446 | 41,715 |
Accumulated deficit | (32,519) | (23,727) |
Total shareholders’ equity | 11,021 | 18,082 |
Total liabilities and shareholders’ equity | $ 12,328 | $ 19,073 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2022 ₪ / shares shares | Dec. 31, 2021 ₪ / shares shares |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in New Shekels per share) | (per share) | ₪ 0.03 | ₪ 0.03 |
Ordinary shares, shares authorized | 26,666,667 | |
Ordinary shares, shares issued | 10,634,166 | 10,482,056 |
Ordinary shares, shares outstanding | 10,634,166 | 10,482,056 |
STATEMENTS OF COMPREHENSIVE LOS
STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Research and development expenses | $ (4,422) | $ (2,860) | $ (354) |
General and administrative expenses | (4,447) | (4,348) | (1,317) |
Operating loss | (8,869) | (7,208) | (1,671) |
Interest expenses | 0 | 0 | (987) |
Other financial income (expenses), net | 86 | (32) | (1,175) |
Loss before taxes | (8,783) | (7,240) | (3,833) |
Tax expenses | (9) | (6) | (220) |
Net loss and comprehensive loss | $ (8,792) | $ (7,246) | $ (4,053) |
Basic and diluted net loss per share basic (in dollars per share) | $ (0.82) | $ (0.74) | $ (1.25) |
Basic and diluted net loss per share diluted (in dollars per share) | $ (0.82) | $ (0.74) | $ (1.25) |
Shares of ordinary share and restricted shares used in computing basic net loss per share | 10,661,170 | 9,812,234 | 3,243,943 |
Shares of ordinary share and restricted shares used in computing diluted net loss per share | 10,661,170 | 9,812,234 | 3,243,943 |
STATEMENTS OF CHANGES IN CONVER
STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED SHARES AND 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, 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 | 0 | 6,621 |
Conversion of preferred shares into ordinary shares (in Shares) | (2,954,267) | 2,954,267 | |||
Conversion of convertible notes into ordinary shares | $ 0 | $ 25 | 7,135 | 0 | 7,160 |
Conversion of convertible notes into ordinary shares (in Shares) | 0 | 2,727,214 | |||
Share issuance under Initial Public Offering, net | $ 0 | $ 22 | 17,288 | 0 | 17,310 |
Share issuance under Initial Public Offering, net (in Shares) | 0 | 2,500,000 | |||
Equity classification of a derivative warrant liability (Note 6(b)) | $ 0 | 1,552 | 0 | 1,552 | |
Share-based compensation to employees | $ 0 | $ 0 | 38 | 0 | 38 |
Share-based compensation to employees, shares ( in Shares) | 0 | 0 | |||
Share-based compensation to service providers | $ 0 | $ 0 | 202 | 0 | 202 |
Share-based compensation to service providers, shares | 0 | 0 | |||
Operating lease provided by controlling shareholder | $ 0 | $ 0 | 33 | 0 | 33 |
Net loss and comprehensive loss | 0 | 0 | 0 | (4,053) | (4,053) |
Balance at Dec. 31, 2020 | $ 0 | $ 78 | 33,023 | (16,481) | 16,620 |
Balance, shares (in Shares) at Dec. 31, 2020 | 0 | 8,758,037 | |||
Share-based compensation to employees and directors | $ 0 | 812 | 0 | 812 | |
Share-based compensation to employees and directors (in shares) | 0 | ||||
Share-based compensation to service providers | $ 0 | 412 | 0 | 412 | |
Share-based compensation to service providers, shares | 0 | ||||
Shares and warrants issuance - Private Investment in Public Equity ("PIPE"), net | $ 12 | 5,542 | 0 | 5,554 | |
Shares and warrants issuance - Private Investment in Public Equity ("PIPE"), net (in shares) | 1,304,346 | ||||
Exercise of warrants | $ 4 | 1,926 | 0 | 1,930 | |
Exercise of warrants (in shares) | 419,673 | ||||
Net loss and comprehensive loss | $ 0 | 0 | (7,246) | (7,246) | |
Balance at Dec. 31, 2021 | $ 94 | 41,715 | (23,727) | 18,082 | |
Balance, shares (in Shares) at Dec. 31, 2021 | 10,482,056 | ||||
Share-based compensation to employees and directors | $ 0 | 1,389 | 0 | 1,389 | |
Share-based compensation to employees and directors (in shares) | 0 | ||||
Share-based compensation to service providers | $ 0 | 342 | 0 | 342 | |
Share-based compensation to service providers, shares | 0 | ||||
Share issuance to service providers | $ 0 | 0 | 0 | ||
Share issuance to service providers (shares) | 152,110 | ||||
Net loss and comprehensive loss | $ 0 | 0 | (8,792) | (8,792) | |
Balance at Dec. 31, 2022 | $ 94 | $ 43,446 | $ (32,519) | $ 11,021 | |
Balance, shares (in Shares) at Dec. 31, 2022 | 10,634,166 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities | ||||
Net loss | $ (8,792) | $ (7,246) | $ (4,053) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 15 | 7 | [1] | |
Operating lease provided by controlling shareholder | 0 | 0 | 33 | |
Share-based compensation to employees | 1,389 | 812 | 38 | |
Share-based compensation to service providers | 342 | 412 | 202 | |
Interest expense and amortization of discount on convertible notes | 0 | 0 | 987 | |
Interest income | (85) | 0 | 0 | |
Revaluation of derivative warrant liability | 0 | 0 | 1,105 | |
Changes in operating assets and liabilities:: | ||||
Prepaid expenses and other current assets | 356 | (348) | (1,884) | |
Trade payables | 73 | (585) | 720 | |
Employees, related liabilities and accrued expenses | 243 | 395 | 295 | |
Net cash used in operating activities | (6,459) | (6,553) | (2,557) | |
Cash flows from investing activities | ||||
Purchase of property and equipment | (6) | (50) | (10) | |
Purchase of short-term deposit | (6,000) | 0 | 0 | |
Net cash used in investing activities | (6,006) | (50) | (10) | |
Cash flows from financing activities | ||||
Proceeds from exercise of warrants | 0 | 1,930 | 0 | |
under Private Investment in Public Equity | 0 | 6,000 | 0 | |
Issuance costs | 0 | (446) | 0 | |
Proceeds from issuance of ordinary shares under Initial Public Offering, net | 0 | 0 | 17,310 | |
Net cash provided by financing activities | 0 | 7,484 | 17,310 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (12,465) | 881 | 14,743 | |
Cash, cash equivalents and restricted cash at the beginning of the year | 16,571 | 15,690 | 947 | |
Cash, cash equivalents and restricted cash at the end of the year | 4,106 | 16,571 | 15,690 | |
Supplemental cash flow information: | ||||
Cash and cash equivalents | 4,096 | 16,537 | 15,677 | |
Restricted cash | 10 | 34 | 13 | |
Cash, cash equivalents and restricted cash at the end of the year | $ 4,106 | $ 16,571 | $ 15,690 | |
[1]Represents amount less than $1 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. PainReform Ltd. ("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. Liquidity Since its inception, the Company has devoted substantially all 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 significant losses and negative cash flows from operations and incurred losses of $8,792, $7,246 and $4,053 for the years ended December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company had negative operating cash outflows of $6,459, $6,553, and $2,557, respectively. As of December 31, 2022, the Company’s accumulated deficit was $32,519. The Company has funded its operations to date primarily through equity financing and has cash on hand (including short term deposits and restricted cash) of $10,191 as of December 31, 2022. The Company expects to continue incurring losses, and negative cash flows from operations until its product, PRF-110, reaches commercial profitability. As a result of the initiation of the Company's Phase III clinical trial in March 2023, along with its current cash position, the Company does not have sufficient resources to fund operations until the end of its phase III study, nor to continue as a going concern for at least one year from the issuance date of these financial statements. Management's plans include continued raising capital through sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that the Company's will successfully obtain the level of financing needed for its operations. If the Company is unsuccessful in raising capital, it may need to reduce activities, curtail, or abandon some or all of its operations, which could materially harm the Company’s business, financial condition and results of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. On March 11, 2021, the Company closed a private placement of 1,304,346 ordinary shares, par value NIS 0.03 per share (the “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. On July 22, 2021, the Company issued 419,673 Ordinary Shares upon exercise of warrants for consideration totalling $1,930 (Note 10). c. The Company effected a 1-for-3 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 share and related per share amounts contained in these financial statements have been retroactively adjusted to reflect this reverse share split for all periods presented. On September 3, 2020, the Company closed its initial public offering ("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 proceeds of $3 per share. These warrants also expire five years from the date of issuance and have an exercise price of $8.80 per share. 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). d. In December 2019, an outbreak of a novel coronavirus disease, or COVID-19, was first identified and began to spread across the globe and, in March 2020, the World Health Organization declared it a pandemic. This contagious disease has spread across the globe and is impacting economic activity and financial markets worldwide. While the spread of COVID-19 has not yet materially impacted the Company's operations nor affected management’s judgment and assumptions at the end of 2022, 2021 and 2020, the Company's previously anticipated timeline for its planned trials has been impacted by COVID-19, particularly in the manufacturing process. The extent to which COVID-19 continues to impact the Company's development efforts will depend on future developments, which are highly uncertain and cannot be predicted, including the actions to contain COVID-19 or treat its impact, among others. e. U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. In February 2022, Russia launched a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets. Additionally, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Any of the abovementioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict. f. The continued listing standards of Nasdaq require, among other things, that the minimum bid price of a listed company’s stock be at or above $1.00. If the closing minimum bid price is below $1.00 for a period of more than 30 consecutive trading days, the listed company will fail to comply with Nasdaq’s listing rules and, if it does not regain compliance within the grace period, will be subject to delisting. As previously reported, on August 16, 2022, the Company received a notice from the Nasdaq Listing Qualifications Department notifying us that for 30 consecutive trading days, the bid price of our ordinary shares had closed below the minimum $1.00 per share requirement. In accordance with Nasdaq’s listing rules, the Company were afforded a grace period of 180 calendar days, or until February 6, 2023, to regain compliance with the bid price requirement. In order to regain compliance, the bid price of ordinary shares must close at a price of at least $1.00 per share for a minimum of 10 consecutive trading days. On February 7, 2023, Nasdaq notified us that the Company were eligible for a second 180 day compliance period. If at anytime before August 7, 2023, the bid price of our ordinary shares closes at or above $1 per share for a minimum of 10 consecutive trading days, the Company will regain compliance with the listing standards of Nasdaq. If the Company fail to regain compliance by August 7, 2023, our ordinary shares will be subject to delisting. g. The Company report our financial results in U.S. dollars. A portion of research and development and general and administrative expenses of our Israeli operations are incurred in New Israeli Shekel ("NIS"). As a result, the Company is exposed to exchange rate risks that may materially and adversely affect our financial results. If the NIS appreciates against the U.S. dollar, or if the value of the NIS decline against the U.S. dollar, at a time when the rate of inflation in the cost of Israeli goods and services exceed the rate of decline in the relative value of the NIS, then the U.S. dollar-denominated cost of our operations in Israel would increase and our results of operations could be materially and adversely affected. Inflation in Israel compounds the adverse impact of a devaluation of the NIS against the U.S. dollar by further increasing the amount of our Israeli expenses. Israeli inflation may also (in the future) outweigh the positive effect of any appreciation of the U.S. dollar relative to the NIS, if, and to the extent that, it outpaces such appreciation or precedes such appreciation. The Israeli rate of inflation did not have a material adverse effect on our financial condition during 2022 ,2021 and 2020. Given our general lack of currency hedging arrangements to protect us from fluctuations in the exchange rates of the NIS in relation to the U.S. dollar (and/or from inflation of such non-U.S. currencies), the Company may be exposed to material adverse effects from such movements. the Company cannot predict any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the U.S. dollar against the NIS. h. In April 2022, the Company's board of directors decided to increase the number of reserved Ordinary Shares under the 2019 PainReform Option Plan (the “2019 Plan”) by an additional amount of 1,000,000 Ordinary Shares. As a result of the decision, the Company's option pool increased by an additional 1,000,000 ordinary shares (Note 10). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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”). The significant accounting policies described below have been applied consistently in relation to all the periods presented, unless otherwise stated. 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. Estimates are primarily used for, but not limited to, valuation of share-based compensation, capitalization of software costs, valuation allowance and uncertain tax positions. 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 originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of income (indicated below), the following exchange rates are used: (i) for transactions - exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation) - historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. 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. Short term deposit: Bank deposits with original maturity dates of more than three months but at balance sheet date are less than one year are included in short-term deposits. The fair value of bank deposits approximates the carrying value since they bear interest at rates close to the prevailing market rates. f. Restricted cash: As of December 31, 2022 and 2021, the Company’s restricted cash consisted of immaterial bank deposits that were denominated in NIS. Restricted deposits are presented at cost including accrued interest. These bank deposits are used as securities for the Company's credit cards. g. 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 as follows: Level 1 Level 2 Level 3 As of December 31, 2022, and 2021 no assets or liabilities are measured in fair value. h. 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, software and electronic equipment 33 Furniture and office equipment 7 i. Research and development expenses: Research and development costs include costs of payroll and related expenses of employees, subcontractors and consultants and other costs related to the Company's operation of its planned clinical trials. Research and development expenses are charged to the statements of comprehensive loss as incurred. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. The Company outsources its clinical trial activities utilizing external entities such as clinical research organizations, independent clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical trials. Clinical trial costs are expensed as incurred. j. Employee severance benefits: The Company is required to make severance payments upon dismissal of an Israeli employee or upon termination of employment in certain circumstances. In accordance with the current employment terms with all of its employees (Section 14 of the Israeli Severance Pay Law, 1963) located in Israel, the Company makes regular deposits with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s full retirement benefit and severance obligation. The Company is relieved from any severance pay liability with respect to each such employee after it makes the payments on behalf of the employee. The liability accrued in respect of these employees and the amounts funded, as of the respective agreement dates, are not reflected on the Company’s balance sheet, as the amounts funded are not under the control and management of the Company and the pension or severance pay risks have been irrevocably transferred to the applicable insurance companies. The amounts of severance payment expenses were $60, $58 and $13 for the years ended December 31, 2022, 2021 and 2020, respectively. k. Legal and other contingencies: Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, if any, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. Management applies the guidance in ASC 450-20, “Loss Contingencies” when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonable estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. Legal costs incurred in connection with loss contingencies are expensed as incurred. l. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. As of December 31, 2022, and 2021, the Company had a full valuation allowance on its deferred tax assets. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015‑17. 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 positions as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2022 and 2021, the total gross amount of provision for unrecognized tax positions was $243 and $234, respectively (Note 7f). The Company recognizes interest and penalties, if any, related to unrecognized tax positions in tax expenses and exchange differences in financial expense. m. 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 and the United States. Management believes that the banks that hold the Company’s cash, cash equivalent and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to this cash, cash equivalent and restricted cash. The Company relies, and expects to continue to rely, on a single supplier to manufacture supplies and raw materials for its clinical trial. This clinical trial could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. n. 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. o. Derivative warrant liability Financial equity instruments that do not meet the US GAAP criteria for equity classification are classified as a 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”. p. Basic and diluted loss per share: Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of Ordinary Shares and vested Ordinary Shares issuable for little or no further consideration outstanding during the period. Diluted loss per share is based upon the weighted average number of ordinary shares and of potential Ordinary Shares outstanding when dilutive. Potential Ordinary Shares include outstanding stock options, restricted shares and warrants, which are included under the treasury stock method when dilutive. For the years ended December 31, 2022, 2021 and 2020, all outstanding share options, restricted shares, 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 2022 2021 2020 Numerator: Net loss applicable to shareholders of ordinary shares $ (8,792 ) $ (7,246 ) $ (4,053 ) Denominator: Shares of Ordinary Share and restricted shares used in computing basic and diluted net loss per share 10,661,170 9,812,234 3,243,943 Net loss per share of ordinary share, basic and diluted $ (0.82 ) $ (0.74 ) $ (1.25 ) q. 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 strait line method. The Company has elected to recognize forfeitures, as incurred. The Company grants share (“Share Based Compensation”) to its employees, officers, directors, and non-employees in consideration for services rendered (Note 10). The Company accounts for Share-Based Compensation awards classified as equity awards using the grant-date fair value method. The fair value at grant-date of the issued equity award is recognized as an expense on a straight-line basis over the requisite service period. The fair value of each share option granted is estimated using the Black-Scholes option pricing 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 when the required conditions are met. 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 the Company’s historical experience and expectation of no future dividend pay outs. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. The Company elected to recognize Share-Based Compensation cost for awards with only service conditions that have a graded vesting schedule using the straight-line method based on the multiple-option award approach. r. 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, 2022 and 2021, there were no deferred offering costs. s. Segment Reporting The Company has one operating and reportable segment. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker, who is the Company’s Chief Executive Officer, for the purpose of assessing performance and allocating resources and for which discrete financial information is available. t. Leases In accordance with Accounting Standards Codification (“ASC”) 842, Leases, the Company determines whether an arrangement is or contains a lease at the inception of the arrangement and whether such a lease is classified as a financing lease or operating lease at the commencement date of the lease. The Company elected not to recognize the right-of-use assets and lease liabilities for short-term leases which it defines as leases with lease terms. The company defines a short-term lease if a lease has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. All of the Company's leases are classified as short-term. Lease expense for lease payments is recognized on a straight-line basis over the lease term in general and administrative (Note 8a). u. Recently adopted accounting pronouncement In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted ASU 2020-06 on January 1, 2022 and it did not have a material impact on the Company’s financial statements and disclosures. v. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Receivables from governmental authorities $ 55 $ 218 Prepaid expenses 310 473 Other - 30 $ 365 $ 721 |
ACCURUED EXPENSES
ACCURUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
ACCURUED EXPENSES | NOTE 4:- ACCURUED EXPENSES December 31, 2022 2021 Directors’ fees $ 33 $ 46 Manufacturing expenses 168 13 Advisors and legal expenses 155 139 $ 356 $ 198 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
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 financial 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 they met the criteria for equity classification 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 the fair value of these warrants is as follows: September 3, December 31 2020 2019 Exercise price $ 6.72-$8.80 $ 2.55-$4.74 Expected volatility 72.29 % 72.29 % Risk free rate 0.22 % 1.5-1.67 % Expected life (years) 3.98-5 4.65-5 Dividend yield - - |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6:- CONVERTIBLE NOTES a. From 2014 until 2019, the Company issued convertible notes in the total principal amount of $4,417 to existing shareholders. The Company recorded interest expense amounting to $271 and $379 for the years ended December 31, 2020 and 2019, respectively. 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). b. In August and December 2019, the Company issued 14.2 units of convertible notes (the “2019 Convertible Notes”) and warrants. Each unit consisted of one convertible note and one warrant. In consideration for the units issued the Company received a total amount of $1,420 (representing a consideration of $100 per unit), after giving effect to a 10% discount. 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 Share, exercisable immediately, at an exercise price of $8.80 and with an expiry date of 5 years from the IPO closing date. Additionally, on the IPO consummation date, the amount and exercise price of the warrants originally granted in August and December 2019, was fixed at 297,589 warrants and at an exercise price of $6.72, each exercisable into a single unit (refer to Note 1(c)), 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. Accordingly, since the warrants met the criteria of equity classification, the respective derivative warrant liability, was classified in equity (refer to note 5). c. On December 9, 2019, in connection with the 2019 Convertible Notes, the Company issued to the placement agent in the offering described above warrants (the “Agents' Warrants”) to purchase an aggregate of 55,785 Ordinary Shares, or units (refer to Note 6(b)), at an exercise price of $6.72 per unit. Each unit consists of one ordinary share and one warrant to purchase one Ordinary Share, exercisable through September 3, 2025, at an exercise price of $8.80. The Agents' Warrants expire on December 8, 2024. As a result of the issuance of the Agents' Warrants, the Company recorded a discount on the convertible note, which was amortized as financial expense amounting to $65 for the year ended December 31, 2020. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020. b. Net operating loss carry forward: As of December 31, 2022, and 2021, the Company had net operating loss carry forwards for Israeli income tax purposes of approximately $19,695 and $19,261, respectively. Net operating loss carry forwards in Israel may be carried forward indefinitely and offset against future taxable income. c. As of December 31, 2022, the Company had final tax assessments for tax years prior to and including the tax year ended December 31, 2016. 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, 2022 2021 Net operating loss carry forward $ 4,530 $ 4,434 Research and development expenses 812 463 Other 34 21 Less: Valuation allowance (5,376 ) (4,918 ) 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, 2022, and 2021. e. Reconciliation of theoretical tax expenses to actual expenses The primary difference between the statutory tax rate of the Company and the effective rate results virtually from the changes in valuation allowance in respect of carry forward tax losses, share based compensation expenses and research and development expenses due to the uncertainty of the realization of such tax benefits. f. Uncertain tax positions: A reconciliation of the opening and closing amounts of total unrecognized tax benefits is as follows: December 31, 2022 2021 2020 Opening balance $ 234 $ 220 $ - Tax positions taken in the current year - 217 Interest and Exchange difference 9 14 3 Closing balance $ 243 $ 234 $ 220 The balance of total unrecognized tax position as of December 31, 2022, 2021 and 2020 is $243, $234, $220 respectively, which, if recognized, would affect the effective tax rate in the Company's statements of comprehensive loss. The Company recognizes interest and penalties, if any, related to unrecognized tax positions in tax expenses and exchange differences in financial expense. The accrued interest and exchange difference related to uncertain tax positions and the expenses recognized during the year ended December 31, 2022, 2021 and 2020 is $9, $14, $3 respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8:- COMMITMENTS: a. During the year ended December 31, 2020, the Company was party to a lease agreement with a related party for an annual fee of $33. As of December 31, 2020, the lease agreement with the related party was terminated. On December 10, 2020, the Company entered into a new rental agreement with an un-related party for a period of twelve months starting on January 1, 2021, with an extension option for an additional twelve months, for an annual rental fee of $20. As of December 31, 2021, the agreement was terminated. On July 26, 2021, the Company engaged in a new rental agreement for a period of twelve months starting on August 15, 2021. In August 2022, the company extended the lease for an additional 12 months up to August 2023. The company has an extension option for an additional twelve months subject to the Company's prior notice. The Company is not reasonably certain to exercise this extension option. The annual rent is $68. b. On November 13, 2020, and December 3, 2020, the Company entered into a Master Clinical Research Organization Agreement (the “First Agreement”) and a Master Clinical Trial Agreement (the “Second Agreement”) with Lotus Clinical Research (“Lotus”) as the Company's clinical research organization. According to the agreements Lotus will serve as the clinical research organization for the Company's planned Phase 3 trials of PRF-110, which are expected to commence in March 2023 and to take place during the years 2023 - 2024. Under the First Agreement, the Company is obligated to pay an accumulated amount of approximately $2,907 based upon a milestone completion and under the Second Agreement an accumulated amount of approximately $7,107 based upon actual number of evaluable subjects. During the fourth quarter of 2022 and throughout the first quarter of 2023 the company and the CRO negotiated the term of the first and the second agreements and mutually agreed to update the total milestone completion payment to $5,568 and to update the payment for the actual number of evaluable subject to $8,636. As of December 31, 2022, and 2021, the Company accounted for the amounts of $1,728 as prepaid clinical trial expense and recorded $1,110 and $145 as clinical trials expenses in 2022 and 2021, respectively. No expenses were recorded in 2020. |
TEMPORARY EQUITY
TEMPORARY EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
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 Shares in the Company, and, in addition, the rights, preferences and privileges granted to the preferred shares as follows. 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
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 10:- SHAREHOLDERS’ EQUITY a. Ordinary shares The Ordinary Shares confer upon their holders the right to participate and vote in general shareholder meetings of the Company and to share in the distribution of dividends, if any, declared by the Company, and rights to receive a distribution of assets upon liquidation. b. Shares activity: 1. On July 6, 2020, pursuant to the Company’s shareholders approval, the Company effected a 3-for-1 reverse split of the Company’s Ordinary Shares and convertible preferred shares. 2. 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. As part of the IPO, the Company granted the IPO underwriters an over-allotment to purchase up to 375,000 additional warrants at the public offering price of $0.01, 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 at a net amount of $3 per share. The warrants are exercisable through September 3, 2025, at an exercise price of $8.80. 3. On March 11, 2021, the Company issued to certain institutional investors (the “Purchasers”) 1,304,346 Ordinary Shares and warrants to purchase up to an aggregate of 652,173 ordinary shares at a combined purchase price of $4.60 per Ordinary Share and accompanying warrant in a Private Investment in Public Equity ("Private placement") pursuant to a securities purchase agreement. The private placement resulted in gross proceeds of approximately $6,000. The Company received net amount of $5,554 less issuance costs. On July 22, 2021, as a result of an exercise of warrants to purchase 419,673 shares held by one of the Purchasers, the Company received gross proceeds of $1,930. In connection with the private placement, the Company also entered into a Registration Rights Agreement, dated as of March 8, 2021, with the Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company filed a registration statement (the “Registration Statement”), with the SEC to register the resale of the ordinary shares and the Ordinary Shares issuable upon exercise of the warrants. The Registration Statement was declared effective on April 9, 2021. 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. 4. In April 2022, the Company issued 152,110 shares to Crescendo in connection with the first grant (Note 10d.5 and note 13). c. Warrants and warrants units: The following table summarizes the warrants and warrants units outstanding as of December 31, 2022: Type Issuance Date Number of warrants Exercise price Exercisable through August 2019 warrants August 22, 2019 205,268 $6.72 (*) August 22, 2024 December 2019 warrants December 9, 2019 148,106 $6.72 (*) December 8, 2024 Warrants to underwriters September 3, 2020 125,000 $10.00 September 1, 2025 Warrants to underwriters October 5, 2020 375,000 $8.80 September 3, 2025 IPO warrants September 3, 2020 2,812,170 $8.80 September 3, 2025 PIPE warrants March 11, 2021 232,500 $4.60 September 10, 2026 Warrants to PIPE placement agent March 11,2021 52,173 $5.06 March 8, 2026 TOTAL 3,950,217 (*) Each warrant is exercisable into one IPO unit consisting of one share and one IPO warrant with an exercise price of $8.80. d. Share-based compensation: 1. The 2008 Plan On August 7, 2008, the Board of Directors approved the adoption of the 2008 Share Option Plan (the “2008 Plan”). The 2008 Plan has expired, and no additional grants may be made. As a result of the Modification, (A) 667,641 options were cancelled, comprised of (i) 51,166 options that had been granted in September 2019, at an exercise price of $3.34, (ii) 267,296 options that had been granted in November 2020, at an exercise price of $5.74, (iii) 133,652 options granted in January 2021, at an exercise price of $5.74, and (iv) 51,072 options granted in May 2021, at an exercise price of $3.01, and (ii) 164,455 options that had been granted in April 2022 at an exercise price of $1.06 (the “Cancelled Options”), and (B) 988,773 new options had been granted (including 21,268 option granted to a new employee) (the “New Options”). The intrinsic value of share options outstanding and exercisable as of December 31, 2022 was $27. 2. The 2019 Plan On July 2, 2019, the Board of Directors approved the adoption of 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 971,476 ordinary shares. On February 23, 2021, the shareholders of the Company approved the grant of options to purchase an aggregate of 300,000 Ordinary Shares to three current board members, the Chairman of the board of directors and to the Chief Technology Officer (who is also a director). Each was granted with options to purchase 60,000 Ordinary Shares of the Company. The options are exercisable to acquire one Ordinary Share of the Company at an exercise price of $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 and Chief Technology Officer, shall serve in such capacity. The options will expire after ten years from their grant date. In addition, the unrecognized compensation cost as of the date of Modification will be recognized over the vesting period of the new options. As a result, an amount of 50% of the unrecognized compensation cost of the cancelled options were vested immediately in the amount of $454, and the remaining unrecognized compensation cost will be recognized over the remaining vesting period and until December 31, 2022. In April 2022, the Company’s board of directors approved the grant of options to purchase 164,455 Ordinary Shares of the Company to employees. The options were granted under the Company's 2019 plan. The fair value of share options granted was estimated using the Black Scholes option-pricing model, which requires several assumptions, of which the most significant are the expected share price, volatility, and the expected option term. The options vest over a four-year period, 4/16 of the options shall vest following the lapse of a period of twelve months commencing at the date of grant. The remaining 12/16 of the options shall vest on quarterly basis, so that 1/16 of the options shall vest on the expiry of each quarter. The weighted average grant date fair value per option was $0.89 with exercise price of $1.06. Modification of share-based compensation On November 23, 2022 ("the commencement date"), the Company’s board of directors approved: (1) the cancellation of certain outstanding options granted to employees in September 2019 (which were fully vested), November 2020, January 2021, May 2021 and April 2022, and the grant of a greater number of replacement options thereof under the new terms with a lower exercise price of US $0.57 and a shorter vesting period (except for September 2019's grant). The effect of the modification is discussed in the next paragraph ("the modification") (2) The grant of 21,268 options to a new employee on the same terms of the replacement options granted to the rest of the Company's employees, as described above. As a result of the Modification, (A) 667,641 options were cancelled, comprised of (i) 51,166 options that had been granted in September 2019, at an exercise price of $3.34, (ii) 267,296 options that had been granted in November 2020, at an exercise price of $5.74, (iii) 133,652 options granted in January 2021, at an exercise price of $5.74, and (iv) 51,072 options granted in May 2021, at an exercise price of $3.01, and (ii) 164,455 options that had been granted in April 2022 at an exercise price of $1.06 (the “Cancelled Options”), and (B) 988,773 new options had been granted (including 21,268 option granted to a new employee) (the “New Options”). The New Options vest and become exercisable under the following schedule: 50% of the shares covered by the options are immediately vesting on the commencement date determined by the administrator (and in the absence of such determination, the date on which such options were granted), and 6.25% of the shares covered by the options at the end of each subsequent three-month period thereafter over the course of the following two years. The Modification was considered as a Type I modification. The total incremental fair value of these options amounted to $165. An amount of 50% of the incremental fair value were vested immediately at the commencement date in the amount of $83 were recognized immediately, and the remaining incremental fair value will be recognized over the remaining vesting period through December 31, 2022. In addition, the unrecognized compensation cost as of the date of Modification will be recognized over the vesting period of the new options. As a result, an amount of 50% of the unrecognized compensation cost of the cancelled options were vested immediately in the amount of $454, and the remaining unrecognized compensation cost will be recognized over the remaining vesting period and until December 31, 2022. As of December 31, 2022, the Company had 619,387 unvested options. The total unrecognized compensation cost of employee options as of December 31, 2022 is $1,032. The intrinsic value of share options outstanding as of December 31, 2022 was $9. The intrinsic value of share options exercisable as of December 31, 2022 was $9. 3. The following tables summarizes information about options granted to employees and directors: The 2008 Plan Share options outstanding and exercisable to employees and directors under the 2008 Plan are as follows: Number of options Weighted average exercise price Weighted average remaining contractual life USD Options outstanding at beginning of year 153,882 $ 0.24 2.25 Changes during the year: Options granted - - - Options exercised - - - Options forfeited - - - Options outstanding at end of year 153,882 $ 0.24 1.25 Options exercisable at end of year 153,882 $ 0.24 1.25 The 2019 Plan Share options outstanding and exercisable to employees and directors under the 2019 Plan are as follows: Number of options Weighted average exercise price Weighted average remaining contractual life USD Options outstanding at beginning of year 971,476 $ 4.51 8.72 Changes during the year: 361,280 3.58 8.14 Options granted 1,153,228 0.64 9.82 Options cancelled 667,641 4.19 8.21 Options exercised - - - Options forfeited 117,124 3.34 6.45 Options outstanding at end of year 1,339,939 $ 1.44 9.39 Options exercisable at end of year 720,552 $ 1.50 9.25 4. The following table sets forth the assumptions that were used in determining the fair value of options granted to employees in 2019 plan for the years ended on December 31, 2022 and 2021: 2022* 2021* Expected term 5.28-6.07 5.86-6.11 Risk-free interest rates 2.69%-3.88 % 0.52%-1.13 % Volatility 79.3%-82.6 % 69.67%-78.99 % Dividend yield - - Exercise price $ 0.57-1.06 $ 3.013-5.738 * The assumptions presented above are the original assumptions used to determine the options fair value at the date of the grants. The assumptions used to determine the incremental value of the options at the modification date are as presented at the Company's options valuation. The Company recognized $1,104, $713 and $18 during the years ended December 31, 2022, 2021 and 2020, respectively, as share-based compensation expenses which was included in general and administrative expenses, and $285, $99 and $20 during the years ended December 31, 2022, 2021 and 2020, respectively, as share-based compensation expense which was included in research and development expenses. 5. 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 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 152,110 restricted Company's Ordinary Shares ("the first grant"). The Company recognized $275, $412 and $137 during the year ended December 31, 2022, 2021, and 2020, respectively, as share-based compensation expenses in respect with the first grant. In April 2022 the foregoing shares have been issued. In May 2022, following discussions between the Company and Crescendo regarding the number of shares to which he is entitled, the Company's board of Directors approved the grant of an additional 86,965 of the Company's Ordinary shares, par value NIS 0.03 each to Crescendo ("the second grant"). During 2022 the Company has recognized $67 as share-based compensation expenses in connection with the second grant (Note 10d.4 and note 13). |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 11:- SELECTED STATEMENTS OF OPERATIONS DATA a. Research and development expenses: Year ended December 31, 2022 2021 2020 Subcontractors and consultants $ 2,228 $ 1,654 $ 217 Payroll and related expenses 766 719 90 Share-based compensation expense 285 99 18 Clinical trials expenses 1,121 357 - Other expenses 22 31 29 $ 4,422 $ 2,860 $ 354 b. General and administrative expenses: Year ended December 31, 2022 2021 2020 Professional services $ 1,489 $ 1,697 $ 727 Payroll and related expenses 780 688 154 D&O insurance 653 935 360 Rent and office maintenance 249 210 37 Share-based compensation expense 1,104 713 20 Other expenses 172 105 19 $ 4,447 $ 4,348 $ 1,317 c. Other financial income (expenses), net: Year ended December 31, 2022 2021 2020 Interest income 160 - - Issuance expenses - - (65 ) Bank fees (13 ) (10 ) (3 ) Change in fair value of derivative warrant liability - - (1,105 ) Exchange rate differences $ (61 ) $ (22 ) $ (2 ) Total other financial expenses, net $ 86 $ (32 ) $ (1,175 ) |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 12:- RELATED PARTIES BALANCES AND TRANSACTIONS a. During the year ended December 31, 2019 the Company issued convertible notes in the amount of $95, 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. 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 from then until December 31, 2020 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. As of December 31, 2020, the lease agreement with the related party was terminated. c. 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. d. On February 23, 2021, the shareholders of the Company approved the grant of options to purchase an aggregate of 300,000 Ordinary Shares to three board members, the Chairman of the board of directors and to its Chief Technology Officer (who also serves as a director). Balances with related parties: Year ended December 31, 2022 2021 2020 Employees accrued salaries and bonuses $ 359 $ 356 $ 79 Directors accrued fees expenses 33 82 35 $ 392 $ 438 $ 114 Transactions with related parties: Year ended December 31, 2022 2021 2020 Amounts charged to: Research and development expenses $ 702 $ 151 $ - General and administrative expenses 2,091 2,155 370 Interest expense on convertible notes $ - $ - $ 251 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13:- SUBSEQUENT EVENTS In February 2023, the Company issued 86,965 Ordinary shares par value NIS 0.03, to Crescendo in connection with the second grant (Note 10d.5 and 10b.4). |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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”). The significant accounting policies described below have been applied consistently in relation to all the periods presented, unless otherwise stated. |
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. Estimates are primarily used for, but not limited to, valuation of share-based compensation, capitalization of software costs, valuation allowance and uncertain tax positions. 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 originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of income (indicated below), the following exchange rates are used: (i) for transactions - exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation) - historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate. |
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. |
Short term deposit | e. Short term deposit: Bank deposits with original maturity dates of more than three months but at balance sheet date are less than one year are included in short-term deposits. The fair value of bank deposits approximates the carrying value since they bear interest at rates close to the prevailing market rates. |
Restricted cash | f. Restricted cash: As of December 31, 2022 and 2021, the Company’s restricted cash consisted of immaterial bank deposits that were denominated in NIS. Restricted deposits are presented at cost including accrued interest. These bank deposits are used as securities for the Company's credit cards. |
Fair Value Measurements | g. 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 as follows: Level 1 Level 2 Level 3 As of December 31, 2022, and 2021 no assets or liabilities are measured in fair value. |
Property and equipment, net | h. 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, software and electronic equipment 33 Furniture and office equipment 7 |
Research and development expenses | i. Research and development expenses: Research and development costs include costs of payroll and related expenses of employees, subcontractors and consultants and other costs related to the Company's operation of its planned clinical trials. Research and development expenses are charged to the statements of comprehensive loss as incurred. Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. The Company outsources its clinical trial activities utilizing external entities such as clinical research organizations, independent clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical trials. Clinical trial costs are expensed as incurred. |
Employee severance benefits | j. Employee severance benefits: The Company is required to make severance payments upon dismissal of an Israeli employee or upon termination of employment in certain circumstances. In accordance with the current employment terms with all of its employees (Section 14 of the Israeli Severance Pay Law, 1963) located in Israel, the Company makes regular deposits with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s full retirement benefit and severance obligation. The Company is relieved from any severance pay liability with respect to each such employee after it makes the payments on behalf of the employee. The liability accrued in respect of these employees and the amounts funded, as of the respective agreement dates, are not reflected on the Company’s balance sheet, as the amounts funded are not under the control and management of the Company and the pension or severance pay risks have been irrevocably transferred to the applicable insurance companies. The amounts of severance payment expenses were $60, $58 and $13 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Legal and other contingencies | k. Legal and other contingencies: Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, if any, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. Management applies the guidance in ASC 450-20, “Loss Contingencies” when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonable estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Income taxes | l. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. As of December 31, 2022, and 2021, the Company had a full valuation allowance on its deferred tax assets. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015‑17. 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 positions as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2022 and 2021, the total gross amount of provision for unrecognized tax positions was $243 and $234, respectively (Note 7f). The Company recognizes interest and penalties, if any, related to unrecognized tax positions in tax expenses and exchange differences in financial expense. |
Concentrations of credit risk | m. 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 and the United States. Management believes that the banks that hold the Company’s cash, cash equivalent and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to this cash, cash equivalent and restricted cash. The Company relies, and expects to continue to rely, on a single supplier to manufacture supplies and raw materials for its clinical trial. This clinical trial could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. |
Convertible notes | n. 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 | o. Derivative warrant liability Financial equity instruments that do not meet the US GAAP criteria for equity classification are classified as a 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 | p. Basic and diluted loss per share: Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of Ordinary Shares and vested Ordinary Shares issuable for little or no further consideration outstanding during the period. Diluted loss per share is based upon the weighted average number of ordinary shares and of potential Ordinary Shares outstanding when dilutive. Potential Ordinary Shares include outstanding stock options, restricted shares and warrants, which are included under the treasury stock method when dilutive. For the years ended December 31, 2022, 2021 and 2020, all outstanding share options, restricted shares, 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 2022 2021 2020 Numerator: Net loss applicable to shareholders of ordinary shares $ (8,792 ) $ (7,246 ) $ (4,053 ) Denominator: Shares of Ordinary Share and restricted shares used in computing basic and diluted net loss per share 10,661,170 9,812,234 3,243,943 Net loss per share of ordinary share, basic and diluted $ (0.82 ) $ (0.74 ) $ (1.25 ) |
Share-based compensation | q. 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 strait line method. The Company has elected to recognize forfeitures, as incurred. The Company grants share (“Share Based Compensation”) to its employees, officers, directors, and non-employees in consideration for services rendered (Note 10). The Company accounts for Share-Based Compensation awards classified as equity awards using the grant-date fair value method. The fair value at grant-date of the issued equity award is recognized as an expense on a straight-line basis over the requisite service period. The fair value of each share option granted is estimated using the Black-Scholes option pricing 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 when the required conditions are met. 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 the Company’s historical experience and expectation of no future dividend pay outs. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. The Company elected to recognize Share-Based Compensation cost for awards with only service conditions that have a graded vesting schedule using the straight-line method based on the multiple-option award approach. |
Deferred offering costs | r. 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, 2022 and 2021, there were no deferred offering costs. |
Segment Reporting | s. Segment Reporting The Company has one operating and reportable segment. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker, who is the Company’s Chief Executive Officer, for the purpose of assessing performance and allocating resources and for which discrete financial information is available. |
Leases | t. Leases In accordance with Accounting Standards Codification (“ASC”) 842, Leases, the Company determines whether an arrangement is or contains a lease at the inception of the arrangement and whether such a lease is classified as a financing lease or operating lease at the commencement date of the lease. The Company elected not to recognize the right-of-use assets and lease liabilities for short-term leases which it defines as leases with lease terms. The company defines a short-term lease if a lease has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. All of the Company's leases are classified as short-term. Lease expense for lease payments is recognized on a straight-line basis over the lease term in general and administrative (Note 8a). |
Recently adopted accounting pronouncement | u. Recently adopted accounting pronouncement In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted ASU 2020-06 on January 1, 2022 and it did not have a material impact on the Company’s financial statements and disclosures. |
Recently Issued Accounting Pronouncements Not Yet Adopted | v. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of depreciation rates for property and equipment | % Computers, software and electronic equipment 33 Furniture and office equipment 7 |
Schedule of computation of basic and diluted losses per share | Year ended 2022 2021 2020 Numerator: Net loss applicable to shareholders of ordinary shares $ (8,792 ) $ (7,246 ) $ (4,053 ) Denominator: Shares of Ordinary Share and restricted shares used in computing basic and diluted net loss per share 10,661,170 9,812,234 3,243,943 Net loss per share of ordinary share, basic and diluted $ (0.82 ) $ (0.74 ) $ (1.25 ) |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, 2022 2021 Receivables from governmental authorities $ 55 $ 218 Prepaid expenses 310 473 Other - 30 $ 365 $ 721 |
ACCURUED EXPENSES (Tables)
ACCURUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued expenses | December 31, 2022 2021 Directors’ fees $ 33 $ 46 Manufacturing expenses 168 13 Advisors and legal expenses 155 139 $ 356 $ 198 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of significant unobservable inputs (Level 3 inputs) used in measuring the warrants | September 3, December 31 2020 2019 Exercise price $ 6.72-$8.80 $ 2.55-$4.74 Expected volatility 72.29 % 72.29 % Risk free rate 0.22 % 1.5-1.67 % Expected life (years) 3.98-5 4.65-5 Dividend yield - - |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income taxes | December 31, 2022 2021 Net operating loss carry forward $ 4,530 $ 4,434 Research and development expenses 812 463 Other 34 21 Less: Valuation allowance (5,376 ) (4,918 ) Net deferred tax asset $ - $ - |
Schedule of unrecognized tax benefits | December 31, 2022 2021 2020 Opening balance $ 234 $ 220 $ - Tax positions taken in the current year - 217 Interest and Exchange difference 9 14 3 Closing balance $ 243 $ 234 $ 220 |
TEMPORARY EQUITY (Tables)
TEMPORARY EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of warrants and warrants units outstanding | Type Issuance Date Number of warrants Exercise price Exercisable through August 2019 warrants August 22, 2019 205,268 $6.72 (*) August 22, 2024 December 2019 warrants December 9, 2019 148,106 $6.72 (*) December 8, 2024 Warrants to underwriters September 3, 2020 125,000 $10.00 September 1, 2025 Warrants to underwriters October 5, 2020 375,000 $8.80 September 3, 2025 IPO warrants September 3, 2020 2,812,170 $8.80 September 3, 2025 PIPE warrants March 11, 2021 232,500 $4.60 September 10, 2026 Warrants to PIPE placement agent March 11,2021 52,173 $5.06 March 8, 2026 TOTAL 3,950,217 (*) Each warrant is exercisable into one IPO unit consisting of one share and one IPO warrant with an exercise price of $8.80. |
Schedule of Black-Scholes to estimate fair value | 2022* 2021* Expected term 5.28-6.07 5.86-6.11 Risk-free interest rates 2.69%-3.88 % 0.52%-1.13 % Volatility 79.3%-82.6 % 69.67%-78.99 % Dividend yield - - Exercise price $ 0.57-1.06 $ 3.013-5.738 |
Plan Twenty Thousand Nineteen [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share options outstanding and exercisable to employees and directors | Number of options Weighted average exercise price Weighted average remaining contractual life USD Options outstanding at beginning of year 971,476 $ 4.51 8.72 Changes during the year: 361,280 3.58 8.14 Options granted 1,153,228 0.64 9.82 Options cancelled 667,641 4.19 8.21 Options exercised - - - Options forfeited 117,124 3.34 6.45 Options outstanding at end of year 1,339,939 $ 1.44 9.39 Options exercisable at end of year 720,552 $ 1.50 9.25 |
2008 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share options outstanding and exercisable to employees and directors | Number of options Weighted average exercise price Weighted average remaining contractual life USD Options outstanding at beginning of year 153,882 $ 0.24 2.25 Changes during the year: Options granted - - - Options exercised - - - Options forfeited - - - Options outstanding at end of year 153,882 $ 0.24 1.25 Options exercisable at end of year 153,882 $ 0.24 1.25 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of research and development expenses | Year ended December 31, 2022 2021 2020 Subcontractors and consultants $ 2,228 $ 1,654 $ 217 Payroll and related expenses 766 719 90 Share-based compensation expense 285 99 18 Clinical trials expenses 1,121 357 - Other expenses 22 31 29 $ 4,422 $ 2,860 $ 354 |
Schedule of general and administrative expenses | Year ended December 31, 2022 2021 2020 Professional services $ 1,489 $ 1,697 $ 727 Payroll and related expenses 780 688 154 D&O insurance 653 935 360 Rent and office maintenance 249 210 37 Share-based compensation expense 1,104 713 20 Other expenses 172 105 19 $ 4,447 $ 4,348 $ 1,317 |
Schedule of financial expenses net | Year ended December 31, 2022 2021 2020 Interest income 160 - - Issuance expenses - - (65 ) Bank fees (13 ) (10 ) (3 ) Change in fair value of derivative warrant liability - - (1,105 ) Exchange rate differences $ (61 ) $ (22 ) $ (2 ) Total other financial expenses, net $ 86 $ (32 ) $ (1,175 ) |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of balances and transactions with related parties | Balances with related parties: Year ended December 31, 2022 2021 2020 Employees accrued salaries and bonuses $ 359 $ 356 $ 79 Directors accrued fees expenses 33 82 35 $ 392 $ 438 $ 114 Transactions with related parties: Year ended December 31, 2022 2021 2020 Amounts charged to: Research and development expenses $ 702 $ 151 $ - General and administrative expenses 2,091 2,155 370 Interest expense on convertible notes $ - $ - $ 251 |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Mar. 11, 2021 USD ($) shares | Oct. 05, 2020 USD ($) shares | Sep. 03, 2020 $ / shares shares | Jul. 06, 2020 | Jul. 22, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 28, 2023 ₪ / shares shares | Apr. 30, 2022 shares | Mar. 11, 2021 ₪ / shares shares | Mar. 11, 2021 $ / shares shares | Dec. 31, 2019 $ / shares | Aug. 31, 2019 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Net loss | $ (8,792) | $ (7,246) | $ (4,053) | |||||||||||
Accumulated deficit | (32,519) | (23,727) | ||||||||||||
Cash | 10,191 | |||||||||||||
Reverse split | 1-for-3 reverse split | |||||||||||||
Proceeds from exercise of warrants | $ 1,930 | $ 0 | 1,930 | 0 | ||||||||||
Number of ordinary shares called by warrants | shares | 419,673 | 3,950,217 | ||||||||||||
Warrants Issued to purchase aggregate ordinary shares | shares | 52,173 | |||||||||||||
Warrants exercise price | $ / shares | $ 5.06 | $ 100 | $ 100 | |||||||||||
Share-based compensation to employees | $ 1,389 | 812 | 38 | |||||||||||
Cash used in operating activities | $ (6,459) | $ (6,553) | $ (2,557) | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Ordinary shares issued | shares | 86,965 | |||||||||||||
Original issue price per share | ₪ / shares | ₪ 0.03 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Gross proceeds from issuance of warrants | $ 6,000 | |||||||||||||
Number of ordinary shares called by warrants | shares | 1,304,346 | 1,304,346 | ||||||||||||
Warrants Issued to purchase aggregate ordinary shares | shares | 652,173 | |||||||||||||
Combined purchase price | (per share) | ₪ 0.03 | $ 4.6 | ||||||||||||
Proceeds from issuance of private placement | $ 5,554 | |||||||||||||
Warrants exercise price | $ / shares | $ 4.6 | |||||||||||||
IPO [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Ordinary shares issued | shares | 2,500,000 | |||||||||||||
Original issue price per share | $ / shares | $ 8 | |||||||||||||
Warrants expired | 5 years | |||||||||||||
Warrants exercise price | $ / shares | $ 8.8 | $ 8.8 | ||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Gross proceeds from issuance of warrants | $ 20,000 | |||||||||||||
Net proceeds after deducting underwriting discounts and commissions | $ 17,300 | |||||||||||||
Number of ordinary shares called by warrants | shares | 375,000 | |||||||||||||
Proceeds from issuance of private placement | $ 3,000 | |||||||||||||
2019 Plan [Member] | Board Of Director [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Ordinary shares issued | shares | 1,000,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Unrecognized tax | $ 243 | $ 234 | $ 220 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Depreciation Rates for Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computers, software and electronic equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | 33% |
Furniture and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Annual depreciation rate | 7% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss applicable to shareholders of ordinary shares | $ (8,792) | $ (7,246) | $ (4,053) |
Denominator: | |||
Shares of ordinary share and restricted shares used in computing basic net loss per share | 10,661,170 | 9,812,234 | 3,243,943 |
Shares of ordinary share and restricted shares used in computing diluted net loss per share | 10,661,170 | 9,812,234 | 3,243,943 |
Basic and diluted net loss per share basic (in dollars per share) | $ (0.82) | $ (0.74) | $ (1.25) |
Basic and diluted net loss per share diluted (in dollars per share) | $ (0.82) | $ (0.74) | $ (1.25) |
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, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Receivables from governmental authorities | $ 55 | $ 218 |
Prepaid expenses | 310 | 473 |
Other | 0 | 30 |
Total prepaid expenses and other current assets | $ 365 | $ 721 |
ACCURUED EXPENSES (Details)
ACCURUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities [Abstract] | ||
Directors’ fees | $ 33 | $ 46 |
Manufacturing expenses | 168 | 13 |
Advisors and legal expenses | 155 | 139 |
ACCURUED EXPENSES | $ 356 | $ 198 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of significant unobservable inputs (Level 3 inputs) used in measuring the warrants) (Details) - $ / shares | 8 Months Ended | 12 Months Ended | |
Sep. 03, 2020 | Dec. 31, 2019 | Apr. 30, 2022 | |
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |||
Exercise price (in dollars per share) | $ 1.06 | ||
Level 3 inputs [Member] | |||
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |||
Expected volatility | 72.29% | 72.29% | |
Risk free rate | 0.22% | ||
Dividend yield | 0% | 0% | |
Level 3 inputs [Member] | Minimum [Member] | |||
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |||
Exercise price (in dollars per share) | $ 6.72 | $ 2.55 | |
Risk free rate | 1.50% | ||
Expected life (years) | 3 years 11 months 23 days | 4 years 7 months 24 days | |
Level 3 inputs [Member] | Maximum [Member] | |||
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |||
Exercise price (in dollars per share) | $ 8.8 | $ 4.74 | |
Risk free rate | 1.67% | ||
Expected life (years) | 5 years | 5 years |
CONVERTIBLE NOTES (Narrative) (
CONVERTIBLE NOTES (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 03, 2020 $ / shares shares | Dec. 09, 2019 $ / shares shares | Dec. 31, 2019 USD ($) $ / shares | Aug. 31, 2019 USD ($) $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) $ / shares | |
Convertible Notes (Details) [Line Items] | |||||||
Convertible notes | $ | $ 4,417 | $ 4,417 | |||||
Interest expense | $ | $ 271 | 379 | |||||
Convertible notes issued (in Shares) | shares | 2,415,022 | ||||||
Convertible notes (units) | 14.2 | 14.2 | |||||
Convertible notes and warrants total consideration | $ | $ 1,420 | $ 1,420 | $ 1,420 | ||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 100 | $ 100 | $ 5.06 | $ 100 | |||
Discount of warrant | 10% | 10% | |||||
Financing expense | $ | $ 65 | ||||||
Convertible Notes Related Warrants 2019 [Member] | |||||||
Convertible Notes (Details) [Line Items] | |||||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 8.8 | ||||||
Warrant exercise price per unit | $ 6.72 | ||||||
Ordinary Shares issued | shares | 55,785 | ||||||
Warrant expired | Dec. 08, 2024 | ||||||
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) | $ 8.8 | $ 8.8 | |||||
Warrant term | 5 years | ||||||
Ordinary Shares issued | shares | 2,500,000 | ||||||
IPO [Member] | Convertible Notes Related Warrants 2019 [Member] | |||||||
Convertible Notes (Details) [Line Items] | |||||||
Convertible notes and warrants consideration per unit (in Dollars per share) | $ 6.72 | ||||||
Convertible debt conversion price (in Dollars per share) | $ 8.8 | ||||||
Warrant excercise | shares | 297,589 |
TAXES ON INCOME (Narrative) (De
TAXES ON INCOME (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | ||||
Corporate tax rate | 23% | 23% | 23% | |
Provision for unrecognized tax positions | $ 243 | $ 234 | $ 220 | $ 0 |
Interest and Exchange difference | 9 | 14 | $ 3 | |
Israeli [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating loss carry forwards | $ 19,695 | $ 19,261 |
TAXES ON INCOME (Schedule of De
TAXES ON INCOME (Schedule of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 4,530 | $ 4,434 |
Research and development expenses | 812 | 463 |
Other | 34 | 21 |
Less: Valuation allowance | (5,376) | (4,918) |
Net deferred tax asset | $ 0 | $ 0 |
TAXES ON INCOME (Schedule of Un
TAXES ON INCOME (Schedule of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Opening balance | $ 234 | $ 220 | $ 0 |
Tax positions taken in the current year | 0 | 217 | |
Interest and Exchange difference | 9 | 14 | 3 |
Closing balance | $ 243 | $ 234 | $ 220 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 03, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2021 | Dec. 31, 2020 | Dec. 10, 2020 | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||
Annual rental fee | $ 33 | $ 68 | $ 33 | $ 20 | ||
Prepaid clinical trial expenses and deferred clinical trial costs | 1,728 | $ 1,728 | ||||
Clinical trial expense | 1,110 | 145 | ||||
Amount of Milestone completion payment | 5,568 | |||||
Milestone payment for actual number of evaluable | 8,636 | |||||
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 | |||||
Non refundable payment of clinical research and development. | $ 1,728 | $ 1,728 |
TEMPORARY EQUITY (Narrative) (D
TEMPORARY EQUITY (Narrative) (Details) | Sep. 03, 2020 shares |
Temporary Equity Disclosure [Abstract] | |
Outstanding convertible preferred shares | 2,954,267 |
TEMPORARY EQUITY (Schedule of C
TEMPORARY EQUITY (Schedule of Convertible Preferred Shares) (Details) $ in Thousands | Dec. 31, 2019 USD ($) shares |
Temporary Equity Disclosure [Abstract] | |
Shares Authorized | shares | 18,300,000 |
Shares Issued and Outstanding | shares | 2,954,267 |
Carrying Value | $ | $ 6,621 |
Liquidation Preference | $ | $ 15,250 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Mar. 11, 2021 USD ($) shares | Oct. 05, 2020 USD ($) $ / shares shares | Sep. 03, 2020 $ / shares shares | Jul. 06, 2020 | Sep. 30, 2019 shares | Nov. 23, 2022 $ / shares | May 31, 2022 USD ($) | Apr. 30, 2022 $ / shares shares | Jul. 22, 2021 USD ($) shares | May 31, 2021 $ / shares shares | Feb. 23, 2021 $ / shares shares | Jan. 31, 2021 $ / shares shares | Nov. 30, 2020 $ / shares shares | Sep. 30, 2019 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 ₪ / shares | Dec. 31, 2022 USD ($) $ / shares shares | May 31, 2022 ₪ / shares shares | Dec. 31, 2021 ₪ / shares shares | Mar. 11, 2021 ₪ / shares shares | Mar. 11, 2021 $ / shares shares | Oct. 03, 2020 $ / shares | Aug. 31, 2020 shares | Dec. 31, 2019 $ / shares | Dec. 09, 2019 $ / shares | Aug. 31, 2019 $ / shares | Jul. 02, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Ordinary share issued | 152,110 | 10,634,166 | 10,482,056 | ||||||||||||||||||||||||||
Reverse split | 3-for-1 | ||||||||||||||||||||||||||||
Convertible notes issued (in Shares) | 2,415,022 | ||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 5.06 | $ 100 | $ 100 | ||||||||||||||||||||||||||
Outstanding convertible preferred shares | 2,954,267 | ||||||||||||||||||||||||||||
Options granted | 51,166 | 164,455 | 51,072 | 300,000 | 133,652 | 267,296 | 988,773 | ||||||||||||||||||||||
Per share price | (per share) | $ 4.5 | ₪ 0.03 | ₪ 0.03 | ||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 285 | $ 99 | $ 18 | ||||||||||||||||||||||||||
Intrinsic value of share options outstanding | $ | $ 9 | ||||||||||||||||||||||||||||
Intrinsic value of share options exercisable | $ | $ 9 | ||||||||||||||||||||||||||||
Warrants Issued to purchase aggregate ordinary shares | 52,173 | ||||||||||||||||||||||||||||
Number of ordinary shares called by warrants | 419,673 | 3,950,217 | |||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 1,930 | $ 0 | 1,930 | 0 | |||||||||||||||||||||||||
Placement agent fees and other expense | $ | 500 | ||||||||||||||||||||||||||||
Private placement fee | $ | 390 | ||||||||||||||||||||||||||||
Reimbursement Expense | $ | $ 40 | ||||||||||||||||||||||||||||
Lower exercise price | $ / shares | $ 0.57 | ||||||||||||||||||||||||||||
Cancelled | 667,641 | ||||||||||||||||||||||||||||
Stock option share percentage granted | 6.25% | ||||||||||||||||||||||||||||
Incremental Fair Value Of Stock Options | $ | $ 165 | ||||||||||||||||||||||||||||
Percentage of incremental fair value vested | 50% | ||||||||||||||||||||||||||||
Percentage Of Unrecognized Compensation Cost | 50% | ||||||||||||||||||||||||||||
Unrecognized compensation cost | $ | $ 454 | ||||||||||||||||||||||||||||
Number of unvested stock options | 619,387 | ||||||||||||||||||||||||||||
Vested Incremental Fair Value Of Stock Options | $ | $ 83 | ||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Share-based compensation expense | $ | 1,104 | 713 | 18 | ||||||||||||||||||||||||||
Research and Development Expense [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 285 | 99 | 20 | ||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Options granted | 60,000 | ||||||||||||||||||||||||||||
2008 Plan [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Term plan | excess of 10 years | ||||||||||||||||||||||||||||
Options outstanding | 153,882 | 153,882 | |||||||||||||||||||||||||||
Options granted | 164,455 | 51,072 | 133,652 | 267,296 | 51,166 | 0 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 0 | ||||||||||||||||||||||||||||
Intrinsic value of share options outstanding | $ | $ 27 | ||||||||||||||||||||||||||||
Weighted average exercise price of options granted | $ / shares | $ 1.06 | $ 3.01 | $ 5.74 | $ 5.74 | $ 3.34 | $ 0 | |||||||||||||||||||||||
Cancelled | 667,641 | ||||||||||||||||||||||||||||
2019 Plan [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Reserve for issuance | 971,476 | ||||||||||||||||||||||||||||
Options outstanding | 1,339,939 | 971,476 | |||||||||||||||||||||||||||
Options granted | 1,153,228 | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 117,124 | ||||||||||||||||||||||||||||
Number of options approved for grant | 164,455 | ||||||||||||||||||||||||||||
Vesting period of options | 4 years | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | 4/16 of the options shall vest following the lapse of a period of twelve months commencing at the date of grant. The remaining 12/16 of the options shall vest on quarterly basis, so that 1/16 of the options shall vest on the expiry of each quarter. | ||||||||||||||||||||||||||||
Weighted average grant date fair value per option | $ / shares | $ 0.89 | ||||||||||||||||||||||||||||
Weighted average exercise price of options granted | $ / shares | $ 1.06 | $ 0.64 | |||||||||||||||||||||||||||
Cancelled | 667,641 | ||||||||||||||||||||||||||||
Percentage Of Unrecognized Compensation Cost | 50% | ||||||||||||||||||||||||||||
Unrecognized compensation cost | $ | $ 454 | ||||||||||||||||||||||||||||
Convertible Notes Related Warrants 2019 [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 8.8 | ||||||||||||||||||||||||||||
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 | $ 8.8 | $ 8.8 | |||||||||||||||||||||||||||
IPO [Member] | Convertible Notes Related Warrants 2019 [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 6.72 | ||||||||||||||||||||||||||||
Warrant excercise | 297,589 | ||||||||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrant excercise | 375,000 | ||||||||||||||||||||||||||||
Per share price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Number of ordinary shares called by warrants | 375,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ | $ 3,000 | ||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4.6 | ||||||||||||||||||||||||||||
Warrants Issued to purchase aggregate ordinary shares | 652,173 | ||||||||||||||||||||||||||||
Number of ordinary shares called by warrants | 1,304,346 | 1,304,346 | |||||||||||||||||||||||||||
Gross proceeds from issuance of private placement | $ | $ 6,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ | $ 5,554 | ||||||||||||||||||||||||||||
Combined purchase price | (per share) | ₪ 0.03 | $ 4.6 | |||||||||||||||||||||||||||
Employee Stock [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Options granted | 21,268 | ||||||||||||||||||||||||||||
Unrecognized compensation cost | $ | $ 1,032 | ||||||||||||||||||||||||||||
New Option [Member] | 2008 Plan [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Options granted | 988,773 | ||||||||||||||||||||||||||||
New Option [Member] | 2008 Plan [Member] | Employee [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Options granted | 21,268 | ||||||||||||||||||||||||||||
Crescendo Communications [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Ordinary share issued | 86,965 | ||||||||||||||||||||||||||||
Per share price | ₪ / shares | ₪ 0.03 | ||||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 67 | ||||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||
Share-based compensation expense | $ | $ 275 | $ 412 | $ 137 | ||||||||||||||||||||||||||
Underwriters [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 8.8 | ||||||||||||||||||||||||||||
Warrant excercise | 375,000 | ||||||||||||||||||||||||||||
Warrant expired date | Sep. 03, 2025 | ||||||||||||||||||||||||||||
Amount of return | $ | $ 3 | ||||||||||||||||||||||||||||
Underwriters [Member] | IPO [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants Expired | 5 years | ||||||||||||||||||||||||||||
Options granted | 125,000 | ||||||||||||||||||||||||||||
Per share price | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||
Offering price | 125% |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Warrants and Warrants Units Outstanding) (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2022 | Jul. 22, 2021 | Dec. 31, 2019 | Aug. 31, 2019 | ||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 3,950,217 | 419,673 | |||
Exercise price | $ 5.06 | $ 100 | $ 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. 09, 2019 | ||||
Number of warrants | 148,106 | ||||
Exercise price | [1] | $ 6.72 | |||
Exercisable through | Dec. 08, 2024 | ||||
Warrants to underwriters [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Sep. 03, 2020 | ||||
Number of warrants | 125,000 | ||||
Exercise price | $ 10 | ||||
Exercisable through | Sep. 01, 2025 | ||||
Warrants To Underwriters [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Oct. 05, 2020 | ||||
Number of warrants | 375,000 | ||||
Exercise price | $ 8.8 | ||||
Exercisable through | Sep. 03, 2025 | ||||
IPO warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Sep. 03, 2020 | ||||
Number of warrants | 2,812,170 | ||||
Exercise price | $ 8.8 | ||||
Exercisable through | Sep. 03, 2025 | ||||
PIPE warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Mar. 11, 2021 | ||||
Number of warrants | 232,500 | ||||
Exercise price | $ 4.6 | ||||
Exercisable through | Sep. 10, 2026 | ||||
Warrants to PIPE placement agent [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance Date | Mar. 11, 2021 | ||||
Number of warrants | 52,173 | ||||
Exercise price | $ 5.06 | ||||
Exercisable through | Mar. 08, 2026 | ||||
[1]Each warrant is exercisable into one IPO unit consisting of one share and one IPO warrant with an exercise price of $8.80. |
SHAREHOLDERS' EQUITY (Schedul_2
SHAREHOLDERS' EQUITY (Schedule of share options outstanding and exercisable under 2008 Plan) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019 | Apr. 30, 2022 | May 31, 2021 | Feb. 23, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options | |||||||||
Granted | 51,166 | 164,455 | 51,072 | 300,000 | 133,652 | 267,296 | 988,773 | ||
2008 Plan [Member] | |||||||||
Number of options | |||||||||
Options outstanding | 153,882 | ||||||||
Granted | 164,455 | 51,072 | 133,652 | 267,296 | 51,166 | 0 | |||
Exercised | 0 | ||||||||
Forfeited | 0 | ||||||||
Options outstanding | 153,882 | 153,882 | |||||||
Exercisable at the end of the year | 153,882 | ||||||||
Weighted-average exercise price | |||||||||
Outstanding at the beginning of the year | $ 0.24 | ||||||||
Granted | $ 1.06 | $ 3.01 | $ 5.74 | $ 5.74 | $ 3.34 | 0 | |||
Exercised | 0 | ||||||||
Forfeited | 0 | ||||||||
Outstanding at the end of the year | 0.24 | $ 0.24 | |||||||
Exercisable at the end of the year | $ 0.24 | ||||||||
Weighted-average remaining contractual term | |||||||||
Outstanding at the beginning of the year | 1 year 3 months | 2 years 3 months | |||||||
Exercisable at the end of the year | 1 year 3 months |
SHAREHOLDERS' EQUITY (Schedul_3
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Apr. 30, 2022 | May 31, 2021 | Feb. 23, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options | ||||||||
Granted | 51,166 | 164,455 | 51,072 | 300,000 | 133,652 | 267,296 | 988,773 | |
Cancelled | 667,641 | |||||||
2019 Plan [Member] | ||||||||
Number of options | ||||||||
Options outstanding | 971,476 | |||||||
Changes during the year | 361,280 | |||||||
Granted | 1,153,228 | |||||||
Forfeited | 117,124 | |||||||
Cancelled | 667,641 | |||||||
Exercised | 0 | |||||||
Options outstanding | 1,339,939 | 971,476 | ||||||
Exercisable at the end of the year | 720,552 | |||||||
Weighted-average exercise price | ||||||||
Outstanding at the beginning of the year | $ 4.51 | |||||||
Changes during the year | 3.58 | |||||||
Granted | $ 1.06 | 0.64 | ||||||
Cancelled | 4.19 | |||||||
Forfeited | $ 3.34 | 3.34 | ||||||
Exercised | 0 | |||||||
Outstanding at the end of the year | 1.44 | $ 4.51 | ||||||
Exercisable at the end of the year | $ 1.5 | |||||||
Weighted-average remaining contractual term | ||||||||
Outstanding at the beginning of the year | 9 years 4 months 20 days | 8 years 8 months 19 days | ||||||
Changes during the year | 8 years 1 month 20 days | |||||||
Granted | 9 years 9 months 25 days | |||||||
Cancelled | 8 years 2 months 15 days | |||||||
Forfeited | 6 years 5 months 12 days | |||||||
Exercisable at the end of the year | 9 years 3 months |
SHAREHOLDERS' EQUITY (Schedul_4
SHAREHOLDERS' EQUITY (Schedule of assumptions used for fair value of options) (Details) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2022 | May 31, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price | $ 1.06 | ||||||
2019 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dividend yield | 0% | 0% | |||||
Exercise price | $ 3.01 | $ 5.74 | $ 5.74 | ||||
Minimum [Member] | 2019 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected life | 5 years 3 months 10 days | [1] | 5 years 10 months 9 days | ||||
Risk-free interest rates | 2.69% | [1] | 0.52% | ||||
Volatility | 79.30% | [1] | 69.67% | ||||
Exercise price | $ 0.57 | [1] | $ 3.013 | ||||
Maximum [Member] | 2019 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected life | 6 years 25 days | [1] | 6 years 1 month 9 days | ||||
Risk-free interest rates | 3.88% | [1] | 1.13% | ||||
Volatility | 82.60% | [1] | 78.99% | ||||
Exercise price | $ 1.06 | [1] | $ 5.738 | ||||
[1]The assumptions presented above are the original assumptions used to determine the options fair value at the date of the grants. The assumptions used to determine the incremental value of the options at the modification date are as presented at the Company's options valuation. |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Financial Expenses Net [Abstract] | |||
Subcontractors and consultants | $ 2,228 | $ 1,654 | $ 217 |
Payroll and related expenses | 766 | 719 | 90 |
Share-based compensation expense | 285 | 99 | 18 |
Clinical trials expenses | 1,121 | 357 | 0 |
Other expenses | 22 | 31 | 29 |
Total Research and development expenses | $ 4,422 | $ 2,860 | $ 354 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Financial Expenses Net [Abstract] | |||
Professional services | $ 1,489 | $ 1,697 | $ 727 |
Payroll and related expenses | 780 | 688 | 154 |
D&O insurance | 653 | 935 | 360 |
Rent and office maintenance | 249 | 210 | 37 |
Share-based compensation expense | 1,104 | 713 | 20 |
Other expenses | 172 | 105 | 19 |
Total General and administrative expenses | $ 4,447 | $ 4,348 | $ 1,317 |
SELECTED STATEMENTS OF OPERAT_5
SELECTED STATEMENTS OF OPERATIONS DATA (Schedule of Financial Expenses, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Financial Expenses Net [Abstract] | |||
Interest income | $ 160 | $ 0 | $ 0 |
Issuance expenses | 0 | 0 | (65) |
Bank fees | (13) | (10) | (3) |
Change in fair value of derivative warrant liability | 0 | 0 | (1,105) |
Exchange rate differences | (61) | (22) | (2) |
Total other financial expenses, net | $ 86 | $ (32) | $ (1,175) |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2019 | Apr. 30, 2022 | May 31, 2021 | Feb. 23, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Jan. 26, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 26, 2021 | Dec. 10, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||
Convertible notes | $ 4,417,000 | |||||||||||
Rental properties | $ 33,000 | $ 33,000 | $ 68,000 | $ 20,000 | ||||||||
Management fee | $ 20,000 | |||||||||||
Operating lease provided by controlling shareholder | 33,000 | |||||||||||
Options granted | 51,166 | 164,455 | 51,072 | 300,000 | 133,652 | 267,296 | 988,773 | |||||
Additional Paid-in Capital [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating lease provided by controlling shareholder | $ 33,000 | 25,000 | ||||||||||
Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
One time payment | $ 150,000 | |||||||||||
Board of Directors Chairman [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
One time payment, quarterly basis | $ 37,500 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Options granted | 60,000 | |||||||||||
Three board members, Chairman of the board of directors and to its Chief Technology Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Options granted | 300,000 | |||||||||||
Shareholder [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible notes | $ 95,000 | |||||||||||
Convertible notes annual interest rate | 8% |
RELATED PARTIES BALANCES AND _4
RELATED PARTIES BALANCES AND TRANSACTION ( Schedule of Balances and Transactions with Related Parties ) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | |||
Employees accrued salaries and bonuses | $ 359 | $ 356 | $ 79 |
Directors accrued fees expenses | 33 | 82 | 35 |
Employees and directors expense | $ 392 | $ 438 | $ 114 |
RELATED PARTIES BALANCES AND _5
RELATED PARTIES BALANCES AND TRANSACTIONS (Schedule of Balances and Transactions with Related Parties) (Details1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amounts charged to | |||
Research and development expenses | $ 702 | $ 151 | $ 0 |
General and administrative expenses | 2,091 | 2,155 | 370 |
Interest expense on convertible notes | $ 0 | $ 0 | $ 251 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Event [Member] | Feb. 28, 2023 ₪ / shares shares |
Subsequent Event [Line Items] | |
Ordinary shares issued | shares | 86,965 |
Share price per unit (in Dollars per share) | ₪ / shares | ₪ 0.03 |