Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Entity Registrant Name | OTONOMO TECHNOLOGIES LTD. |
Document Type | 6-K |
Amendment Flag | false |
Entity Central Index Key | 0001842498 |
Document Period End Date | Jun. 30, 2023 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q2 |
Entity Address, Address Line One | 16 Abba Eban Blvd. |
Entity Address, Country | IL |
Entity Address, City or Town | Herzliya Pituach |
Entity Address, Postal Zip Code | 467256 |
Entity File Number | 001-40744 |
Interim Unaudited Condensed Con
Interim Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 19,867 | $ 22,448 |
Short-term restricted cash | 298 | 346 |
Short-term deposits | 42,309 | 62,262 |
Marketable securities | 56,733 | 55,587 |
Trade receivables, net | 865 | 1,271 |
Other receivables and prepaid expenses | 1,166 | 3,043 |
Total current assets | 121,238 | 144,957 |
Non-current assets | ||
Other long-term assets | 432 | 606 |
Property and equipment, net | 838 | 1,043 |
Operating lease right-of-use assets, net | 1,628 | 2,040 |
Total non-current assets | 2,898 | 3,689 |
Total assets | 124,136 | 148,646 |
Current liabilities | ||
Account payables | 827 | 1,020 |
Other payables and accrued expenses | 5,246 | 10,958 |
Deferred revenue | 232 | 216 |
Current portion of operating lease liabilities | 642 | 729 |
Current portion of contingent consideration | 2,972 | 165 |
Total current liabilities | 9,919 | 13,088 |
Non-Current liabilities | ||
Warrants for ordinary shares | 104 | 155 |
Operating lease liabilities, less current portion | 852 | 1,225 |
Contingent consideration, less current portion | 0 | 746 |
Other non-current liabilities | 0 | 4 |
Total non-current liabilities | 956 | 2,130 |
Total liabilities | 10,875 | 15,218 |
Shareholders’ equity: | ||
Ordinary shares, no par value; 30,000,000 shares authorized as of June 30, 2023, and December 31, 2022; 9,650,266 and 9,458,682 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; | 0 | 0 |
Additional paid-in capital | 373,658 | 370,412 |
Accumulated other comprehensive loss | (5,466) | (4,850) |
Accumulated deficit | (254,931) | (232,134) |
Total shareholders' equity | 113,261 | 133,428 |
Total liabilities and Shareholders' Equity | $ 124,136 | $ 148,646 |
Interim Unaudited Condensed C_2
Interim Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value per share | $ 0 | $ 0 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 9,650,266 | 9,458,682 |
Common stock, shares outstanding | 9,650,266 | 9,458,682 |
Interim Unaudited Condensed C_3
Interim Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 3,465 | $ 2,951 |
Costs and operating expenses: | ||
Cost of services | 1,644 | 1,341 |
Cloud infrastructure | 1,289 | 2,492 |
Research and development | 6,205 | 10,656 |
Sales and marketing | 6,512 | 10,503 |
General and administrative | 10,908 | 11,072 |
Depreciation and amortization | 148 | 1,728 |
Contingent consideration expense (income) | 2,061 | (1,541) |
Impairment of goodwill | 0 | 37,000 |
Impairment of intangible assets | 0 | 8,785 |
Total costs and operating expenses | 28,767 | 82,036 |
Operating loss | (25,302) | (79,085) |
Financial income, net | 2,581 | 428 |
Loss before income tax expense | (22,721) | (78,657) |
Income tax expense | (76) | (280) |
Net loss for the period | $ (22,797) | $ (78,937) |
Net loss per share attributable to ordinary shareholders, basic | $ (2.39) | $ (8.72) |
Net loss per share attributable to ordinary shareholders, diluted | $ (2.39) | $ (8.72) |
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic | 9,558,418 | 9,048,392 |
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted | 9,558,418 | 9,048,392 |
Net loss for the period | $ (22,797) | $ (78,937) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments | (462) | (2,388) |
Unrealized gains on available-for-sale marketable securities, net | (154) | 0 |
Total comprehensive loss for the period | $ (23,413) | $ (81,325) |
Interim Unaudited Condensed C_4
Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Ordinary shares [Member] | Additional paid-in capital [Member] | Retained Earnings [Member] | Accumulated other comprehensive loss [Member] | Total |
Balance at Beginning at Dec. 31, 2021 | $ 8,814,316 | $ 349,825 | $ 0 | $ (101,062) | $ 248,763 |
Shares issued related to the business acquisitions | $ 0 | 10,691 | 0 | 0 | 10,691 |
Shares issued related to the business acquisitions (in Shares) | 430,806 | ||||
Issuance of shares in connection with stock-based compensation plans | $ 0 | 135 | 0 | 0 | 135 |
Issuance of shares in connection with stock-based compensation plans (in Shares) | 83,787 | ||||
Share based compensation | $ 0 | 4,881 | 0 | 0 | 4,881 |
Comprehensive loss | 0 | 0 | (2,388) | (78,937) | (81,325) |
Balance at Ending at Jun. 30, 2022 | $ 0 | 365,532 | (2,388) | (179,999) | 183,145 |
Balance at Ending (in Shares) at Jun. 30, 2022 | 9,328,909 | ||||
Balance at Beginning at Dec. 31, 2022 | $ 0 | 370,412 | (4,850) | (232,134) | 133,428 |
Balance at Beginning (in Shares) at Dec. 31, 2022 | 9,458,682 | ||||
Issuance of shares in connection with stock-based compensation plans | $ 0 | 69 | 0 | 0 | $ 69 |
Issuance of shares in connection with stock-based compensation plans (in Shares) | 191,584 | 72,777 | |||
Share based compensation | $ 0 | 3,177 | 0 | 0 | $ 3,177 |
Comprehensive loss | 0 | 0 | (616) | (22,797) | (23,413) |
Balance at Ending at Jun. 30, 2023 | $ 0 | $ 373,658 | $ (5,466) | $ (254,931) | $ 113,261 |
Balance at Ending (in Shares) at Jun. 30, 2023 | 9,650,266 |
Interim Unaudited Condensed C_5
Interim Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (22,797) | $ (78,937) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 148 | 1,728 |
Share based compensation | 3,177 | 4,881 |
Revaluation of warrants | (51) | (1,451) |
Impairment of Goodwill | 0 | 37,000 |
Impairment of intangible assets | 0 | 8,785 |
Contingent consideration expense (income) | 2,061 | (1,541) |
Deferred tax expense (benefit) | (23) | (12) |
Interest income and foreign currency translation loss | (1,432) | 804 |
Other | (2) | 0 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | 424 | (141) |
Other receivables and prepaid expenses | 1,427 | 1,279 |
Other payables and accrued expenses | (5,764) | 1,085 |
Account payables | (205) | 319 |
Other assets and liabilities | 150 | (306) |
Net cash used in operating activities | (22,887) | (26,507) |
Cash flows from investing activities | ||
Proceeds from sale of property and equipment | 71 | 0 |
Purchases of property and equipment | 0 | (137) |
Proceeds from short-term bank deposits, net | 20,417 | (98) |
Other long-term assets, net | 0 | (95) |
Payments for business acquisitions, net of cash acquired | 0 | (11,020) |
Net cash provided by (used in) investing activities | 20,488 | (11,350) |
Cash flows from financing activities | ||
Proceeds from exercise of share options and warrants | 69 | 135 |
Net cash provided by financing activities | 69 | 135 |
Foreign currency effect on cash and cash equivalents and short-term restricted cash | (299) | (886) |
Net increase (decrease) in cash and cash equivalents and short-term restricted cash | (2,629) | (38,608) |
Cash and cash equivalents and short-term restricted cash at the beginning of the period | 22,794 | 208,079 |
Cash and cash equivalents and short-term restricted cash at the end of the period | 20,165 | 169,471 |
Appendix A – Material non-cash financing activities: | ||
Shares issued related to the business acquisitions | $ 0 | $ 10,691 |
General
General | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1 - General A. Otonomo Technologies Ltd. (together with its subsidiaries, “Otonomo”, or the “Company”) was incorporated as an Israeli corporation in December 2015. The Company provides an automotive data service platform enabling car manufacturers, drivers, insurance carriers and service providers to be part of a connected ecosystem as well as mobility intelligence which transforms vast amounts of anonymized data and activity signals into actionable, impactful, and valuable insights. On February 9, 2023, the Company and Urgent.ly, Inc. (“Urgently”), a provider of digital roadside and mobility assistance technology and services, entered into a definitive agreement to merge and the Company will become a wholly owned subsidiary of Urgently. Upon closing of the transaction, holders of the Company’s ordinary shares will receive common stock of Urgently. The Company’s shareholders and other equity holders will own, in the aggregate, approximately 33% of the combined company on a fully diluted basis, subject to the determination of the final exchange ratio pursuant to the terms set forth in the definitive agreement. The transaction is expected to close in the third or fourth quarter of 2023, subject to the approval of the Company’s shareholders and the satisfaction of other customary closing conditions. B. In the six months ended June 30, 2023, the Company sunsetted its connected vehicle data services (“CVD services”), which included services relating to multi-layered data, standardized and blurred to remove identifiers. The sunsetting of CVD services resulted in a further workforce reduction. The Company concluded that the services were not considered as a component according to ASC 205 and therefore were not considered as a discontinued operation. C. On August 3, 2023, the Company executed a 1-for-15 reverse share split of its Ordinary Shares. As a result of the reverse share split, every 15 issued and outstanding Ordinary Shares were automatically converted into one Ordinary Share. The reverse share split is intended to increase the per share trading price of the Ordinary Shares to enable the Company to regain compliance with the minimum bid price requirement in Nasdaq Listing Rule 5450(a)(1). As a result of the reverse share split, all Ordinary Shares, convertible preferred shares and options for Ordinary Shares, exercise price per share, and net loss per share amounts were adjusted retroactively for all periods presented throughout this document. The number of Ordinary Shares underlying the warrants were adjusted retroactively for all periods presented in these financial statements as a result of the reverse share split. The number of options and restricted share units outstanding and the number of Ordinary Shares underlying the options and restricted share units were adjusted retroactively for all periods presented in these financial statements as a result of the reverse share split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies A. Basis of Preparation The accompanying interim unaudited condensed consolidated financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair statement. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022. B. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the fair value of contingent consideration. C. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report for the year ended December 31, 2022. D. Foreign currencies The functional currency of the Company is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Accounting Standard Codification ("ASC") Topic 830 "Foreign Currency Matters." All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the consolidated statements of operations as financial income or expenses, as appropriate. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments | Note 3 - Segments Otonomo operates its business and reports its financial results in two segments: (a) Connected Vehicles – connected vehicle data platform, which provides customers access to vehicle data and other value-added services (“Connected Vehicle”), complemented by Mobility Intelligence platform (“MI services”). (b) Insurance related Services – connected insurance technology to insurance carriers, comprised of The Floow acquired activity. The chief operating decision maker (“CODM”) reviews financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues and contributed profit by the two identified reportable segments, to make decisions about resources to be allocated to the segments and assess their performance. Otonomo’s CODM does not regularly review asset information by reportable segment and, therefore, Otonomo does not report asset information by reportable segment. Segment loss is comprised of operating loss and does not include amortization, depreciation and certain other items. A. Segment information Six-month period ended June 30, 2023 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 395 3,070 3,465 Segment loss (16,581 ) (3,335 ) (19,916 ) Amounts not allocated to segments: Depreciation and amortization (148 ) Contingent consideration expense (2,061 ) Share-based compensation (3,177 ) Operating loss (25,302 ) Financial income, net 2,581 Loss before income tax expense (22,721 ) Six-month period ended June 30, 2022 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 1,794 1,157 2,951 Segment loss (26,350 ) (1,882 ) (28,232 ) Amounts not allocated to segments: Depreciation and amortization (1,728 ) Contingent consideration expense 1,541 Impairment of Goodwill (37,000 ) Impairment of intangible assets (8,785 ) Share-based compensation (4,881 ) Operating loss (79,085 ) Financial income, net 428 Loss before income tax expense (78,657 ) B. Revenue by geographical region of the Company’s customers Six-month Six-month period ended period ended June 30 June 30 2023 2022 USD thousands USD thousands (Unaudited) Americas 1,590 1,316 APAC 68 60 EMEA 1,807 1,575 Total revenues 3,465 2,951 C. Number of customers accounted for over 10% of the revenues For the six-month period ended June 30, 2023, the Company had two customers that accounted for 18% and 25% respectively, of its revenues. For the six-month period ended June 30, 2022, the Company had two customers that accounted for 14% and 12% respectively, of its revenues. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4 - Fair Value Measurement The Company's financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments: June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 USD thousands (Unaudited) Money Market funds (1) 507 - - 447 - - U.S. Treasury securities (1) 2,267 - - 4,197 - - Corporate bonds (1) - 25,213 - - 32,516 - Commercial papers (1) - 11,928 - - 7,030 - U.S. government agency securities (1) - 16,564 - - 9,399 - Foreign bonds (1) - - - - 1,700 - Contingent consideration (2) - - (2,972 ) - - (911 ) Warrants for ordinary shares (3) - - (104 ) - - (155 ) 2,774 53,705 (3,076 ) 4,644 50,645 (1,066 ) (1) The following tables summarize the composition of marketable securities as of June 30, 2023: June 30, 2023 Amortized Cost Unrealized Gain/Losses Fair Value USD thousands (Unaudited) Money market funds 507 - 507 Available-for-sale debt securities Corporate bonds 25,335 (122 ) 25,213 Commercial papers 11,928 - 11,928 U.S. government agency securities 16,655 (91 ) 16,564 U.S. Treasury securities 2,272 (5 ) 2,267 Total 56,190 (218 ) 55,972 56,697 (218 ) 56,479 Accrued interest in an amount of $254 thousand are included in marketable securities on the consolidated balance sheets as of June 30, 2023. The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of June 30, 2023: June 30, 2023 Amortized Cost Fair Value USD thousands (Unaudited) Due within one year 48,054 47,911 Due after one year through two years 8,136 8,061 Total 56,190 55,972 (2) Contingent consideration represents liabilities recorded at fair value in connection with acquisitions, and thus represents a level 3 measurement within the fair value hierarchy. The following table sets forth a summary of the changes in the fair value of the contingent consideration: USD thousands (Unaudited) Fair value as of January 1, 2023 911 Change in fair value 2,061 Fair value as of June 30, 2023 2,972 As of June 30, 2023, the Company evaluated the contingent consideration based on updated revenue growth assumptions, the Company’s ordinary shares fair value, and predominantly on the probability of the merger with Urgently Inc., resulting with an increase in the liability for contingent consideration of $2,061 thousand during the six-month period ended June 30, 2023. (3) In connection with the recapitalization, on August 13, 2021, the Company issued 5,200,000 private warrants, each exercisable to 1/15 ordinary share of the Company. The warrants were classified as a liability measured at fair value, with changes in fair value each period reported in the consolidated statements of operations. Refer to note 6. Other financial instruments consist mainly of cash and cash equivalents, deposits, receivables, and accounts payable. The fair value of these financial instruments approximates their carrying values. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 5 - Share-Based Compensation Share Options A summary of the stock option activity is as follows: Number of Options Weighted Average exercise price Outstanding - Balance at January 1, 2023 535,737 $ 10.05 Forfeited (40,958 ) $ 10.15 Exercised (72,777 ) $ 0.89 Outstanding - Balance at June 30, 2023 422,002 $ 11.67 Restricted Share Units ("RSU") A summary of RSU activity and related information under the Company's equity incentive plan and the RSU award is as follows: Weighted Average Number of Grant Date RSUs Fair Value Unvested Balance at January 1, 2023 704,350 $ 24.75 Granted * 143,620 $ 6.04 Vested (118,807 ) $ 36.02 Forfeited (372,454 ) $ 22.30 Unvested Balance at June 30, 2023 356,709 $ 20.00 * The RSU awards generally vest over four years, with no exercise price. The share-based compensation expenses by line item in the accompanying condensed consolidated statements of comprehensive loss is summarized as follows: Six-months Six-months period ended period ended June 30 June 30 2023 2022 USD thousand USD thousand Cost of services 31 13 Research and development 502 1,138 Sales and marketing 962 1,467 General and administrative 1,682 2,263 3,177 4,881 |
Warrants for Ordinary Shares
Warrants for Ordinary Shares | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Warrants for Ordinary Shares | Note 6 - Warrants for Ordinary Shares The Fair value of the Warrants: June 30 December 31 2023 2022 Value of warrant per share $ 0.30 $ 0.45 Number of ordinary shares issuable upon exercise of warrants 346,667 346,667 Fair value of warrant liability (in USD thousand) $ 104 $ 155 For the period ended June 30, 2023, the Company recorded a financial expense of $51 thousand to the condensed consolidated statements of comprehensive loss as part of the financial income, net, relating to the warrant’s fair value increased in the period. The Black-Scholes assumptions used to value the private warrants are as follows: June 30 December 31 2023 2022 Volatility 90.2 % 89.1 % Risk-free interest rate 4.46 % 4.1 % Expected dividends 0.0 % 0.0 % Expected life (in years) 3.12 3.62 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Ordinary Shareholders | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Ordinary Shareholders | Note 7 - Net Loss Per Share Attributable to Ordinary Shareholders The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: Six-months Six-months period ended period ended June 30 June 30 2023 2022 In USD thousands, except share data Numerator: Net loss (22,797 ) (78,937 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 9,558,418 9,048,392 Net loss per share attributable to ordinary shareholders, basic and diluted (2.39 ) (8.72 ) Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. All of the Company’s outstanding stock options and RSUs, as well as the warrants, were excluded in the calculation of diluted net loss per share as the effect would be anti-dilutive. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 8 - Subsequent events A. Exchange Offer and Consent Solicitation On July 24, 2023, the Company announced that it had commenced an exchange offer and consent solicitation relating to its outstanding warrants. On August 23, 2023, the Company announced the expiration and results of its exchange offer and consent solicitation relating to its outstanding warrants. The Company has been advised that 5,496,433 public warrants, or approximately 63.7% of the outstanding public warrants, and 5,200,000 private placement warrants, representing all of the outstanding private placement warrants, were validly tendered and not withdrawn prior to the expiration of the offer and consent solicitation. The Company expects to accept all validly tendered warrants in exchange for 0.0167 ordinary shares per warrant on or before August 25, 2023. In addition, pursuant to the consent solicitation, the Company received approval from the holders of a majority of the public warrants of an amendment to the warrant agreement governing the warrants (the “Warrant Amendment”). On August 23, 2023, the Company executed the Warrant Amendment and announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered warrants for ordinary shares at an exchange ratio of 0.01503 ordinary shares for each warrant. The Company has fixed the date for such exchange as September 7, 2023. B. Headquarters office lease On July 3, 2023, the Company amended its headquarters lease agreement as part of the Cost Reduction Initiative. The leased space and the lease payments were reduced by half, down to 745.5 sqm. This lease agreement covers the third quarter of 2023 with an option to extend until September 30, 2024, with a 30-day notice. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Preparation | A. Basis of Preparation The accompanying interim unaudited condensed consolidated financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair statement. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022. |
Use of Estimates | B. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the fair value of contingent consideration. |
Significant Accounting Policies | C. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report for the year ended December 31, 2022. |
Foreign currencies | D. Foreign currencies The functional currency of the Company is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Accounting Standard Codification ("ASC") Topic 830 "Foreign Currency Matters." All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the consolidated statements of operations as financial income or expenses, as appropriate. |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | Six-month period ended June 30, 2023 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 395 3,070 3,465 Segment loss (16,581 ) (3,335 ) (19,916 ) Amounts not allocated to segments: Depreciation and amortization (148 ) Contingent consideration expense (2,061 ) Share-based compensation (3,177 ) Operating loss (25,302 ) Financial income, net 2,581 Loss before income tax expense (22,721 ) Six-month period ended June 30, 2022 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 1,794 1,157 2,951 Segment loss (26,350 ) (1,882 ) (28,232 ) Amounts not allocated to segments: Depreciation and amortization (1,728 ) Contingent consideration expense 1,541 Impairment of Goodwill (37,000 ) Impairment of intangible assets (8,785 ) Share-based compensation (4,881 ) Operating loss (79,085 ) Financial income, net 428 Loss before income tax expense (78,657 ) |
Schedule of revenue by major customers by reporting segments | Six-month Six-month period ended period ended June 30 June 30 2023 2022 USD thousands USD thousands (Unaudited) Americas 1,590 1,316 APAC 68 60 EMEA 1,807 1,575 Total revenues 3,465 2,951 |
Fair Value Measurement (Table)
Fair Value Measurement (Table) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis | June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 USD thousands (Unaudited) Money Market funds (1) 507 - - 447 - - U.S. Treasury securities (1) 2,267 - - 4,197 - - Corporate bonds (1) - 25,213 - - 32,516 - Commercial papers (1) - 11,928 - - 7,030 - U.S. government agency securities (1) - 16,564 - - 9,399 - Foreign bonds (1) - - - - 1,700 - Contingent consideration (2) - - (2,972 ) - - (911 ) Warrants for ordinary shares (3) - - (104 ) - - (155 ) 2,774 53,705 (3,076 ) 4,644 50,645 (1,066 ) |
Schedule of amortized cost of available-for-sale debt securities | June 30, 2023 Amortized Cost Unrealized Gain/Losses Fair Value USD thousands (Unaudited) Money market funds 507 - 507 Available-for-sale debt securities Corporate bonds 25,335 (122 ) 25,213 Commercial papers 11,928 - 11,928 U.S. government agency securities 16,655 (91 ) 16,564 U.S. Treasury securities 2,272 (5 ) 2,267 Total 56,190 (218 ) 55,972 56,697 (218 ) 56,479 |
Schedule of composition of marketable securities | June 30, 2023 Amortized Cost Fair Value USD thousands (Unaudited) Due within one year 48,054 47,911 Due after one year through two years 8,136 8,061 Total 56,190 55,972 |
Schedule of fair value of contingent consideration | USD thousands (Unaudited) Fair value as of January 1, 2023 911 Change in fair value 2,061 Fair value as of June 30, 2023 2,972 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Number of Options Weighted Average exercise price Outstanding - Balance at January 1, 2023 535,737 $ 10.05 Forfeited (40,958 ) $ 10.15 Exercised (72,777 ) $ 0.89 Outstanding - Balance at June 30, 2023 422,002 $ 11.67 |
Schedule of RSU activity | Weighted Average Number of Grant Date RSUs Fair Value Unvested Balance at January 1, 2023 704,350 $ 24.75 Granted * 143,620 $ 6.04 Vested (118,807 ) $ 36.02 Forfeited (372,454 ) $ 22.30 Unvested Balance at June 30, 2023 356,709 $ 20.00 * The RSU awards generally vest over four years, with no exercise price. |
Schedule of share based compensation expenses | Six-months Six-months period ended period ended June 30 June 30 2023 2022 USD thousand USD thousand Cost of services 31 13 Research and development 502 1,138 Sales and marketing 962 1,467 General and administrative 1,682 2,263 3,177 4,881 |
Warrants for Ordinary Shares (T
Warrants for Ordinary Shares (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of fair value of the warrants | June 30 December 31 2023 2022 Value of warrant per share $ 0.30 $ 0.45 Number of ordinary shares issuable upon exercise of warrants 346,667 346,667 Fair value of warrant liability (in USD thousand) $ 104 $ 155 |
Schedule of assumptions of warrants for ordinary shares | June 30 December 31 2023 2022 Volatility 90.2 % 89.1 % Risk-free interest rate 4.46 % 4.1 % Expected dividends 0.0 % 0.0 % Expected life (in years) 3.12 3.62 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Ordinary Shareholders (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Six-months Six-months period ended period ended June 30 June 30 2023 2022 In USD thousands, except share data Numerator: Net loss (22,797 ) (78,937 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 9,558,418 9,048,392 Net loss per share attributable to ordinary shareholders, basic and diluted (2.39 ) (8.72 ) |
General (Narrative) (Details)
General (Narrative) (Details) | Aug. 03, 2023 | Jun. 30, 2023 |
General [Line Items] | ||
Reverse share split of ordinary shares | 1-for-15 | |
Urgently [Member] | ||
General [Line Items] | ||
Percentage of Interest own by shareholders and other equity holders | 33% |
Segments (Narrative) (Details)
Segments (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2023 Customers Segments | Jun. 30, 2022 Customers | |
Segment Reporting Information [Line Items] | ||
Number of segments | Segments | 2 | |
Number of customer | Customers | 2 | 2 |
Customer One [Member] | ||
Segment Reporting Information [Line Items] | ||
Customer revenue percentage | 18% | 14% |
Customer Two [Member] | ||
Segment Reporting Information [Line Items] | ||
Customer revenue percentage | 25% | 12% |
Segments - Schedule of segment
Segments - Schedule of segment reporting information, by segment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 3,465 | $ 2,951 |
Segment loss | (19,916) | (28,232) |
Depreciation and amortization | (148) | (1,728) |
Contingent consideration expense | (2,061) | 1,541 |
Impairment of goodwill | 0 | (37,000) |
Impairment of intangible assets | 0 | (8,785) |
Share-based compensation | (3,177) | (4,881) |
Operating loss | (25,302) | (79,085) |
Financial income, net | 2,581 | 428 |
Loss before income tax expense | (22,721) | (78,657) |
Connected Vehicles [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 395 | 1,794 |
Segment loss | (16,581) | (26,350) |
Insurance Related Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,070 | 1,157 |
Segment loss | $ (3,335) | $ (1,882) |
Segments - Schedule of revenue
Segments - Schedule of revenue by major customers by reporting segments (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 3,465 | $ 2,951 |
Americas [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,590 | 1,316 |
APAC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 68 | 60 |
EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,807 | $ 1,575 |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Fair Value Disclosures [Abstract] | |
Accrued interest | $ 254 |
Change in fair value | $ 2,061 |
Warrant issued | shares | 5,200,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of fair value, assets and liabilities measured on recurring basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | $ 2,774 | $ 4,644 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 507 | 447 |
Level 1 [Member] | U.S. Treasury securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 2,267 | 4,197 |
Level 1 [Member] | Corporate bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 1 [Member] | Commercial papers [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 1 [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 1 [Member] | Foreign bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 1 [Member] | Contingent consideration [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 1 [Member] | Warrants for ordinary shares [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 53,705 | 50,645 |
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 2 [Member] | U.S. Treasury securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 2 [Member] | Corporate bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 25,213 | 32,516 |
Level 2 [Member] | Commercial papers [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 11,928 | 7,030 |
Level 2 [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 16,564 | 9,399 |
Level 2 [Member] | Foreign bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 1,700 |
Level 2 [Member] | Contingent consideration [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 2 [Member] | Warrants for ordinary shares [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | (3,076) | (1,066) |
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 3 [Member] | U.S. Treasury securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 3 [Member] | Corporate bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 3 [Member] | Commercial papers [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 3 [Member] | U.S. government agency securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 3 [Member] | Foreign bonds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | 0 | 0 |
Level 3 [Member] | Contingent consideration [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | (2,972) | 911 |
Level 3 [Member] | Warrants for ordinary shares [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of financial assets and liabilities recurring basis | $ (104) | $ (155) |
Fair Value Measurement -Schedul
Fair Value Measurement -Schedule of composition of marketable securities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | $ 56,697 |
Unrealized Gain/Losses | (218) |
Fair value | 56,479 |
Available-for-sale debt securities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 56,190 |
Unrealized Gain/Losses | (218) |
Fair value | 55,972 |
Money Market Funds [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 507 |
Unrealized Gain/Losses | 0 |
Fair value | 507 |
Corporate bonds [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 25,335 |
Unrealized Gain/Losses | (122) |
Fair value | 25,213 |
Commercial papers [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 11,928 |
Unrealized Gain/Losses | 0 |
Fair value | 11,928 |
U.S. government agency securities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 16,655 |
Unrealized Gain/Losses | (91) |
Fair value | 16,564 |
U.S. Treasury securities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 2,272 |
Unrealized Gain/Losses | (5) |
Fair value | $ 2,267 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of amortized cost of available-for-sale debt securities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Amortized Cost | |
Amortized Cost - due within one year | $ 48,054 |
Amortized Cost - due after one year through two years | 8,136 |
Amortized Cost | 56,190 |
Fair Value | |
Fair Value - due within one year | 47,911 |
Fair Value - due after one year through two years | 8,061 |
Fair Value | $ 55,972 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of fair value of contingent consideration (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value as of beginning | $ 911 |
Change in fair value | 2,061 |
Fair value as of end | $ 2,972 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of summary of the stock option activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Options | |
Outstanding - Balance at January 1, 2023 | shares | 535,737 |
Forfeited | shares | (40,958) |
Exercised | shares | (72,777) |
Outstanding - Balance at June 30, 2023 | shares | 422,002 |
Weighted Average exercise price | |
Outstanding - Balance at January 1, 2023 | $ / shares | $ 10.05 |
Forfeited | $ / shares | 10.15 |
Exercised | $ / shares | 0.89 |
Outstanding - Balance at June 30, 2023 | $ / shares | $ 11.67 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of restricted share units ("RSU") (Details) - Restricted Stock Units (RSUs) [Member] - Equity Incentive Plan [Member] | 6 Months Ended | |
Jun. 30, 2023 $ / shares shares | ||
Number of Options | ||
Unvested Balance at January 1, 2023 | shares | 704,350 | |
Granted | shares | 143,620 | [1] |
Vested | shares | (118,807) | |
Forfeited | shares | (372,454) | |
Unvested Balance at June 30, 2023 | shares | 356,709 | |
Weighted average exercise price | ||
Unvested Balance at January 1, 2023 | $ / shares | $ 24.75 | |
Granted | $ / shares | 6.04 | [1] |
Vested | $ / shares | 36.02 | |
Forfeited | $ / shares | 22.3 | |
Unvested Balance at June 30, 2023 | $ / shares | $ 20 | |
[1]The RSU awards generally vest over four years, with no exercise price. |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of share based compensation expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expenses | $ 3,177 | $ 4,881 |
Cost of services [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expenses | 31 | 13 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expenses | 502 | 1,138 |
Sales and marketing [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expenses | 962 | 1,467 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expenses | $ 1,682 | $ 2,263 |
Warrants for Ordinary Shares (N
Warrants for Ordinary Shares (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Financial income (expenses), net, relating to the warrants | $ 51 | $ 1,451 |
Warrants for Ordinary Shares -
Warrants for Ordinary Shares - Schedule of fair value of the warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Value of warrant per share | $ 0.3 | $ 0.45 |
Number of ordinary shares issuable upon exercise of warrants | 346,667 | 346,667 |
Fair value of warrant liability | $ 104 | $ 155 |
Warrants for Ordinary Shares _2
Warrants for Ordinary Shares - Schedule of assumptions (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Volatility | 90.20% | 89.10% |
Risk-free interest rate | 4.46% | 4.10% |
Expected dividends | 0% | 0% |
Expected life (in years) | 3 years 1 month 13 days | 3 years 7 months 13 days |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Ordinary Shareholders - Schedule of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||
Net loss | $ (22,797) | $ (78,937) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic | 9,558,418 | 9,048,392 |
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted | 9,558,418 | 9,048,392 |
Net loss per share attributable to ordinary shareholders, basic | $ (2.39) | $ (8.72) |
Net loss per share attributable to ordinary shareholders, diluted | $ (2.39) | $ (8.72) |
Subsequent events (Narrative) (
Subsequent events (Narrative) (Details) - Subsequent Event [Member] - $ / shares | Aug. 23, 2023 | Jul. 24, 2023 |
Subsequent Event [Line Items] | ||
Public warrants received | 5,496,433 | |
Approximate percentage of outstanding public warrants were validly tendered and not withdrawn prior to expiration of offer | 63.70% | |
Private warrants received | 5,200,000 | |
Warrants outstanding per share | $ 0.01503 | $ 0.0167 |