Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 16, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Microbot Medical Inc. | ||
Entity Central Index Key | 883,975 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 43,048,260 | ||
Entity Common Stock, Shares Outstanding | 27,251,333 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 2,709 | $ 437 | |
Other receivables | 606 | 54 | |
Total current assets | 3,315 | 491 | |
Fixed assets, net | 53 | 38 | |
Total assets | 3,368 | 529 | |
Current liabilities: | |||
Trade payables | 201 | 25 | |
Accrued liabilities | 582 | 149 | |
Total current liabilities | 783 | 174 | |
Long term liabilities: | |||
Convertible notes | 76 | 419 | |
Derivative warrant liability | 313 | ||
Total liabilities | 389 | 419 | |
Commitments | |||
Temporary equity: | |||
Common stock of $0.01 par value; issued and outstanding: 10,702,838 shares as of December 31, 2016 | 500 | ||
Shareholders' equity (deficit)*: | |||
Preferred stock value | [1] | 87 | |
Common stock of $0.01 par value; Authorized: 220,000,000 and 58,054,213 shares as of December 31, 2016, and December 31, 2015, respectively; issued and outstanding: 15,848,136 and 13,182,660 shares as of December 31, 2016, and December 31, 2015, respectively | [1] | 266 | 132 |
Additional paid-in capital | [1] | 14,465 | 3,089 |
Accumulated deficit | [1] | (13,035) | (3,372) |
Total shareholders' equity (deficit) | [1] | 1,696 | (64) |
Total liabilities and shareholders' equity (deficit) | [1] | $ 3,368 | $ 529 |
[1] | December 31 2015 share data represents the legal equity structure of Microbot Medical Ltd. with the number of shares adjusted to retroactively reflect the one-to-nine Reverse Stock Split effected on November 28, 2016 as well as the reverse recapitalization consummated on November 28 2016. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0.01 | |
Temporary equity, shares issued | 10,702,838 | |
Temporary equity, shares outstanding | 10,702,838 | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 11,610,843 |
Preferred stock, shares issued | 9,736 | 8,708,132 |
Preferred stock, shares outstanding | 9,736 | 8,708,132 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 220,000,000 | 58,054,213 |
Common stock, shares issued | 15,848,136 | 13,182,660 |
Common stock, shares outstanding | 15,848,136 | 13,182,660 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Research and development expenses, net | $ 901 | $ 823 |
General and administrative expenses | 8,734 | 92 |
Operating loss | (9,635) | (915) |
Financing income (expenses), net | (28) | (6) |
Net loss | $ (9,663) | $ (921) |
Basic and diluted net loss per share | $ 0.40 | $ 0.04 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity (Deficit) - USD ($) $ in Thousands | Temporary Equity [Member] | Preferred A Shares Microbot Medical Ltd. Pre-Merger [Member] | [1] | Preferred A Shares Microbot Medical Ltd. Post-Merger [Member] | [1] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | ||
Balance at Dec. 31, 2014 | $ 87 | $ 132 | $ 3,089 | $ (2,451) | $ 857 | ||||||
Balance, shares at Dec. 31, 2014 | 8,708,132 | 13,182,660 | |||||||||
Transaction costs incurred in reverse recapitalization | |||||||||||
Net loss | (921) | (921) | |||||||||
Balance at Dec. 31, 2015 | $ 87 | $ 132 | 3,089 | (3,372) | (64) | [2] | |||||
Balance, shares at Dec. 31, 2015 | 8,708,132 | 13,182,660 | |||||||||
Conversion of convertible notes and exercise of warrants issued upon conversion | $ 48 | 1,803 | 1,851 | ||||||||
Conversion of convertible notes and exercise of warrants issued upon conversion, shares | 4,746,237 | ||||||||||
Effect of reverse recapitalization | $ (135) | $ 153 | 454 | 472 | |||||||
Effect of reverse recapitalization, shares | (13,454,369) | 15,301,675 | |||||||||
Common Stock classified as temporary equity | 500 | (500) | (500) | ||||||||
Beneficial Conversion Feature recorded on convertible debt acquired in reverse recapitalization | 2,029 | 2,029 | |||||||||
Transaction costs incurred in reverse recapitalization | $ 78 | 6,817 | (347) | ||||||||
Transaction costs incurred in reverse recapitalization, shares | 7,802,639 | ||||||||||
Cancellation of ordinary shares and issuance of preferred shares | $ (97) | 97 | |||||||||
Cancellation of ordinary shares and issuance of preferred shares, shares | 9,736 | (9,736,000) | |||||||||
Share based compensation | 676 | 676 | |||||||||
Net loss | (9,663) | (9,663) | |||||||||
Balance at Dec. 31, 2016 | $ 500 | $ 266 | $ 14,465 | $ (13,035) | $ 1,696 | [2] | |||||
Balance, shares at Dec. 31, 2016 | 9,736 | 26,550,974 | [3] | ||||||||
[1] | Share data for periods prior to the reverse recapitalization represents the legal equity structure of Microbot Medical Ltd. with the number of shares adjusted to retroactively reflect the one-to-nine Reverse Stock Split effected on November 28, 2016 as well as the reverse recapitalization consummated on November 28, 2016 | ||||||||||
[2] | December 31 2015 share data represents the legal equity structure of Microbot Medical Ltd. with the number of shares adjusted to retroactively reflect the one-to-nine Reverse Stock Split effected on November 28, 2016 as well as the reverse recapitalization consummated on November 28 2016. | ||||||||||
[3] | Includes 10,702,838 shares of common stock classified as temporary equity. |
Consolidated Statements of Sha6
Consolidated Statements of Shareholder's Equity (Deficit) (Parenthetical) - shares | Nov. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Stockholders' Equity [Abstract] | |||
Reverse stock split | one-to-nine Reverse Stock Split | 10,702,838 | |
Temporary equity | 10,702,838 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Nov. 28, 2016 | |
OPERATING ACTIVITIES | |||
Net loss | $ (9,663,000) | $ (921,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 10,000 | 17,000 | |
Interest and revaluation of convertible notes, net | 333,000 | 7,000 | |
Share based transaction costs incurred in reverse recapitalization | 7,258,000 | ||
Changes in fair value of derivative warrant liability | (262,000) | ||
Share-based compensation expense | 676,000 | ||
Changes in assets and liabilities: | |||
Increase in other receivables | 538,000 | 66,000 | |
Increase in other payables and accrued liabilities | 324,000 | 66,000 | |
Net cash used in operating activities | (786,000) | (765,000) | |
INVESTMENT ACTIVITIES | |||
Purchase of property and equipment | (25,000) | (2,000) | |
Net cash used in investing activities | (25,000) | (2,000) | |
FINANCING ACTIVITIES | |||
Acquisition of a subsidiary in connection with reverse recapitalization | 269,000 | ||
Transaction costs incurred in reverse recapitalization | (347,000) | ||
Inflows in connection with current assets and liabilities acquired in reverse recapitalization, net | 2,002,000 | ||
Exercise of warrants issued upon conversion of notes | 409,000 | ||
Issuance of convertible notes | 750,000 | 413,000 | |
Net cash provided by financing activities | 3,083,000 | 413,000 | |
Increase (decrease) in cash and cash equivalents | 2,272,000 | (354,000) | |
Cash and cash equivalents at the beginning of the year | 437,000 | 791,000 | |
Cash and cash equivalents at the end of the year | 2,709,000 | $ 437,000 | |
Assets acquired (liabilities assumed): | |||
Current assets excluding cash and cash equivalents | $ 7,262,000 | $ (3,618,000) | |
Current liabilities | 811,000 | ||
Derivative warrant liability | 575,000 | ||
Convertible note | 2,029,000 | ||
Reverse recapitalization effect on equity | 472,000 | ||
Cash acquired in connection with reverse recapitalization | $ 269,000 |
General
General | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 GENERAL A. Description of business: Microbot Medical Inc. (the “Company”) is a pre-clinical medical device company specializing in the research, design and development of next generation micro-robotics assisted medical technologies targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its micro-robotic technologies with the goal of improving surgical outcomes for patients. It was incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate of Incorporation was restated on February 14, 1992 to change the name of the Company to CytoTherapeutics, Inc. On May 24, 2000, the Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc. On November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”), and C&RD Israel Ltd. (“Merger Sub”), an Israeli corporation and wholly-owned subsidiary of the Company, whereby Merger Sub merged with and into Microbot Israel and Microbot Israel surviving as a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the terms of the Merger, at the effective time of the Merger, each outstanding ordinary share of Microbot Israel capital stock was converted into the right to receive approximately 2.9 shares of the Company’s common stock, par value $0.01 per share, after giving effect to a one for nine reverse stock split (the “Reverse Stock Split”), for an aggregate of 26,550,974 shares of Company’s common Stock issued to the former Microbot Israel shareholders. In addition, all outstanding options to purchase the ordinary shares of Microbot Israel were assumed by the Company and converted into options to purchase an aggregate of 2,614,916 shares of the Company’s common Stock. Additionally, the Company issued an aggregate of 7,802,639 restricted shares of its common stock or rights to receive the Company’s common stock, to certain advisers. On the same day and in connection with the Merger, the Company changed its name from StemCells, Inc. to Microbot Medical Inc. On November 29, 2016, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”. As a result of the Merger Microbot Israel became a wholly owned subsidiary of the Company. The transaction between the Company and Microbot Israel was accounted for as a reverse recapitalization. As the shareholders of Microbot Israel received the largest ownership interest in the Company, Microbot Israel was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Microbot Israel. Unless indicated otherwise, pre-acquisition share, options and warrants data included in these financial statements is retroactively adjusted to reflect the Reverse Stock Split and the Merger. Prior to the Merger, the Company was a biopharmaceutical company that conducts research, development, and commercialization of stem cell therapeutics and related technologies. Substantially the sale of all material assets relating to the stem cell business were completed on November 29, 2016. The Company and its subsidiaries are collectively referred to as the “Company”. “StemCells” or “StemCells, Inc.” refers to the Company prior to the Merger. B. Risk factors: To date the Company has not generated revenues from its operations. As of the date of issuance of these financial statements, the Company has a cash and cash equivalent balance of approximately $6.7 million, which the Company believes is sufficient to fund its operations for more than 12 months from the date of issuance of these financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products. The Company plans to continue to fund its current operations as well as other development activities relating to additional product candidates, through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority. C. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of the financial statements are as follows: A.Basis of presentation: The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). B. Financial statement in U.S. dollars: The functional currency of the Company is the U.S. dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. C. Cash and cash equivalents: Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of less than three months. D. Fair value of financial instruments: The carrying values of cash and cash equivalents, other receivable and other accounts payable approximate their fair value due to the short-term maturity of these instruments. The Company measures the fair value of certain of its financial instruments (such as the derivative warrant liabilities) on a recurring basis. The method of determining the fair value of derivative warrant liabilities is discussed in Note 8. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Level 2 Level 3 E. Fixed assets: Fixed assets are presented at cost, net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, as the following annual rates: % Research equipment and software 25-33 Leasehold improvements 10 Furniture and office equipment 7 F. Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Microbot Israel are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by Microbot Israel on their behalf with insurance companies. Payments in accordance with Article 14 release Microbot Israel from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. G. Basic and diluted net loss per share Basic net loss per share is computed by dividing net loss, as adjusted to include preferred shares dividend participation rights by the weighted average number of common shares outstanding during the year. Common shares and preferred shares contingently issuable for little or no cash are included in basic net loss per share on an as issued basis. Diluted net loss per share is computed by dividing net loss, as adjusted to include preferred shares dividend participation rights of preferred shares outstanding during the year as well as of preferred shares that would have been outstanding if all potentially dilutive preferred shares had been issued, by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive common shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. The weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by the accounting acquirer as a result of the reverse recapitalization as if these shares had been outstanding as of the beginning of the earliest period presented. H. Research and development expenses, net: Research and development expenses are charged to the statement of operations as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. I. Convertible notes: Proceeds from the sale of debt securities with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”, with a corresponding discount on the debt instrument recorded in liabilities which is amortized in finance expense over the term of the Notes. Convertible notes with characteristics of both liabilities and equity are classified as either debt or equity based on the characteristics of its monetary value, with convertible notes classified as debt being measured at fair value, in accordance with ASC 480-10, “Accounting for Certain Financial instruments with Characteristics of both Liabilities and Equity”. J. Share-based compensation: The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to service providers, employees and directors including stock options under the Company’s stock plans based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of stock options using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s statement of operations. The Company estimates the fair value of stock options granted as share-based payment awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector for equity awards granted prior to the Merger and on the Company’s trading share price for equity awards granted subsequent to the Merger. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected stock option term is calculated for stock options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company. K. Reclassification: Certain prior year amounts have been reclassified to conform to the current year presentation. L. Transaction Costs: Transaction costs incurred in the Merger were charged directly to equity to the extent of cash and net other current assets acquired. Transaction costs in excess of cash acquired were charged to general and administrative expenses. M. Recent Accounting Standards: In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of the promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for us beginning in the first quarter of 2018; early adoption is prohibited. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. As the Company has not incurred revenues to date, it is unable to determine the expected impact the new standard will have on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities”, which provides targeted improvements to the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. Specific accounting areas addressed include, equity investments, financial liabilities reported under the fair value option and valuation allowance assessment resulting from unrealized losses on available-for-sale securities. The standard also changes certain presentation and disclosure requirements for financial instruments. This ASU is effective for the Company in its first quarter of fiscal year 2019. Early adoption, with certain exceptions, is not permitted. The Company does not expect that the adoption of this standard will have a significant impact on the financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends, among other things, the existing guidance by requiring lessees to recognize lease assets (right-to-use) and liabilities (for reasonably certain lease payments) arising from operating leases on the balance sheet. For leases with a term of twelve months or less, ASU 2016-02 permits an entity to make an accounting policy election to recognize such leases as lease expense, generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 using a modified retrospective approach, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies certain provisions associated with the accounting for stock compensation. Among other things, ASU 2016-09 requires companies to record excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of income and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The standard is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is evaluating the impact of the adoption on our consolidated balance sheet, results of operations, cash flows and disclosures. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | NOTE 3 - CASH AND CASH EQUIVALENTS As of December 31, 2016 2015 (in thousands) Cash $ 2,709 $ 427 Deposits - 10 2,709 $ 437 |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Receivables | NOTE 4 - OTHER RECEIVABLES As of December 31, 2016 2015 (in thousands) Deposit in escrow account (*) $ 505 $ - Government institutions 15 14 Prepaid expenses 86 25 Shareholders - 15 $ 606 $ 54 (*) Purchase Agreement with BOCO. Pursuant to the terms and subject to the conditions set forth in the Asset Purchase Agreement, the Sellers sold to BOCO US certain stem and progenitor cell lines that have been researched, studied or manufactured by the Company since 2007 (the “Cell Lines”) and certain other tangible and intangible assets, including intellectual property and books and records, related to the foregoing (together with the Cell Lines, the “Assets”) in exchange for $4 million in cash (the “Asset Consideration”). Of the Asset Consideration, $300,000 was provided to the Company prior to November 11, 2016 in exchange for the Sellers’ agreement not to solicit or reach any agreement with any third party pertaining to the sale of the Assets, and $400,000 will remain in a twelve-month escrow for the benefit of BOCO US to satisfy certain indemnification obligations of the Sellers which may arise and which, subject to any valid indemnification claims of BOCO US, will be released to the Company at the end of such 12-month period. In addition, sixteen former employees of the Company received, in the aggregate, $495,000, in accordance with their June 2016 agreements with the Company under which each accepted a more than 50% reduction in his or her severance award otherwise payable. The Asset Purchase Agreement contains certain covenants prohibiting the Sellers from, during the four-year period immediately following the completion of the Asset Sale, (a) engaging in or having certain financial interests in a business that is engaged in the research, development or commercialization of the Cell Lines, or (b) soliciting for employment employees of BOCO US. On November 29, 2016, the Sellers completed the sale of the Assets. The opening balance sheet as of the Merger date included a receivable balance with respect to sale of the Assets of $3.5 million, from which $2.8 million were collected prior to December 31, 2016. |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | NOTE 5 - FIXED ASSETS, NET As of December 31, 2016 2015 (in thousands) Cost: Research equipment and software $ 54 $ 29 Furniture and office equipment 63 63 117 92 Accumulated Depreciation: Research equipment and software 22 18 Furniture and office equipment 42 36 64 54 $ 53 $ 38 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 6 - ACCRUED LIABILITIES As of December 31, 2016 2015 (in thousands) Employees $ 102 $ 121 Government institution 24 18 Other current liabilities 456 - Israeli Innovation Authority - 10 $ 582 $ 149 |
Convertible Loan from Sharehold
Convertible Loan from Shareholders | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Loan from Shareholders | NOTE 7 - CONVERTIBLE LOAN FROM SHAREHOLDERS On October 8, 2015, Microbot Israel entered into a convertible loan agreement with several investors who were also existing shareholders. According to the loan agreement, Microbot Israel received an amount of $419,000. The loan bore interest of 10%, and was converted to both equity shares and preferred shares warrants of Microbot Israel on the nine-month anniversary of the loan. The Company concluded the conversion feature is not a Beneficial Conversion Feature pursuant to the provisions of ASC 470-20, “Debt with Conversion and Other Options”. Accordingly, the proceeds were recorded in liabilities in their entirety at the date of issuance. On July 7, 2016, the outstanding principal and accrued interest were converted into 1,315,023 Series A preferred shares, of Microbot Israel (the “Series A Preferred Shares”) and 1,188,275 warrants to purchase the Series A Preferred Shares, at an exercise price of $1.00 per share. The preferred shares warrants were exercised in full in September 2016 for total gross proceeds to Microbot Israel of $409,750. On May 11, 2016, Microbot Israel entered into a convertible loan agreement with several investors who were also existing shareholders. The loan bore interest at a fixed rate of 10% per annum beginning on the issuance date. At maturity, all of the outstanding principal and accrued interest was converted into Microbot Israel’s ordinary shares subject to the conversion or default events specified in the loan agreement, based on a conversion price that represents a 20% discount on Microbot Israel’s valuation upon such default events. Furthermore, in the event of a reverse merger transaction or a qualified financing, each as defined in the convertible loan agreement with respect to such loans, all of the outstanding principal and accrued interest would be converted into the securities issued in the reverse merger or the qualified financing, as the case may be. On November 28, 2016, upon the consummation of the Merger, the loan was converted into an aggregate of 2,242,939 shares of Company’s common stock. The Company concluded the value of the loan is predominantly based on a fixed monetary amount known at the date of issuance as represented by the 20% discount on the Company’s valuation. Accordingly, the loan was classified as debt and is measured at its fair value, pursuant to the provisions of ASC 480-10, “Accounting for Certain Financial instruments with Characteristics of both Liabilities and Equity”. The fair value of the loan is measured based on observable inputs as the fixed monetary value of the variable amount of shares to be issued upon conversion (level 2 measurement). Secured Note to Alpha Capital Anstalt: On August 15, 2016, concurrent with the execution of the Agreement and Plan of Merger (see Note 1A), StemCells Inc issued a 5.0% secured note (the “Note”) to Alpha Capital Anstalt (“Alpha Capital”), in the principal amount of $2 million, for value received, payable upon the earlier of (i) 30 days following the consummation of the Merger and (ii) December 31, 2016. Proceeds from the Note were used for the payment of costs and expenses in connection with the Merger and operational expenses leading to such Closing. The Note bears interest at 5% per annum, payable monthly in arrears on the first of the month, beginning on January 1, 2017 until the principal amount is paid in full. In addition, the Note is secured by a first priority security interest in all of the Company’s intellectual property and certain other general assets pursuant to a Security Agreement. Securities Exchange Agreement with Alpha Capital: As of the effective time of the Merger, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Alpha Capital, providing for the issuance to Alpha Capital of a convertible promissory note by the Company (the “Convertible Note”) in a principal amount of $2,028,767, which is equal to the principal and accrued interest under the Note, in exchange for (a) the full satisfaction, termination and cancellation of the Note and (b) the release and termination of the Security Agreement and the first priority security interest granted thereunder. The Convertible Note is convertible into the Company’s Common Stock any time after November 28, 2017 and until the maturity date of November 28, 2019, based on a conversion price of $0.64, subject to adjustments as provided in the Exchange Agreement. Pursuant to the terms of the Convertible Note, the Company is obligated to pay interest on the outstanding principal amount owed under the Convertible Note at a fixed rate per annum of 6.0%, payable at maturity or earlier upon conversion. The Exchange Agreement contains customary representations and warranties and usual and customary affirmative and negative covenants. The Convertible Note also contains certain customary events of default. As the Exchange Agreement represented the consummation of the original intent of the Company and Alpha Capital, as of the date of execution of the Merger Agreement (August 2016), to enter into a $2 million convertible note sale transaction, upon the consummation of the Merger, the Company accounted for the convertible note in accordance with such economic substance, as if it had been issued for a cash consideration equal to the principal and accrued interest on the Note, as of the effective date of the Merger, in the amount of $2,029,000 (the “Assumed Consideration”), which is equal to the principal amount of the Convertible Note as determined in the Exchange Agreement. The Company concluded the conversion feature of the Convertible Note, based on the commitment date of November 28 2016 (the Exchange Agreement date), is a Beneficial Conversion Feature pursuant to the provisions of ASC 470-20, “Debt with Conversion and Other Options”. Accordingly, $2,029,000 of the Assumed Consideration was recorded in equity with a corresponding discount on the Convertible Note, to be amortized over its term through maturity. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | NOTE 8 - DERIVATIVE WARRANT LIABILITIES As part of StemCell’s obligations under the Merger Agreement, in August 2016, StemCells negotiated with certain institutional holders of its 2016 Series A and Series B Warrants, issued by prior to the Merger, to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Subsequent to the reset of the exercise price, an aggregate of 531,814 (from an outstanding aggregate of 578,081) 2011 Series A Warrants were exercised. For the exercise of these warrants, the Company issued 531,814 shares of its common stock prior to the Merger. The remaining outstanding warrants and terms as of the closing date of the Merger (November 28, 2016) and as of Dec 31 2016 is as follows: Issuance Date Outstanding as of November 28, 2016 Exercise Price Per Share Exercisable as of December 31, 2016 Exercisable Through Series A (2011) 64,230 $151.20 – December 2016 Series A (2013) 57,814 $194.40 57,814 October 2018 Series A (2013) 2,718 $183.60 2,718 April 2023 Series A (2015) 10,139 $91.80 10,139 April 2020 Series A (2016)(a) 10,047 $2.70 10,047 March 2018 Series B (2016)(a) 41,116 $2.70 41,116 March 2022 __________________ (a) These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price. As such anti-dilution price protection, does not meet the specific conditions for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of our warrant liability at November 28, 2016 and December 31, 2016, was approximately $575,000 and $313,000, respectively. As quoted prices in active markets for identical or similar warrants are not available, the Company uses directly observable inputs in the valuation of its derivative warrant liabilities (level 2 measurement). The Company uses the Black-Scholes valuation model to estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of our common stock as traded on NASDAQ. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of November 28, 2016 and December 31, 2016 (in thousands): Series A Series A (2013) Series A (2013) Series A (2015) Series A (2016) Series B (2016) Total Balances at November 28, 2016 $ - $ 43 $ 18 $ 45 $ 81 $ 388 $ 575 Exercised - - - - - - - Cancelled - - - - - - - Changes in fair value - (31 ) (9 ) (23 ) (38 ) (161 ) (262 ) Balances at December 31, 2016 $ - $ 12 $ 9 $ 22 $ 43 $ 227 $ 313 In accordance with ASC-820-10-50-2(g), the Company has performed a sensitivity analysis of the derivative warrant liabilities of the Company which are classified as level 3 financial instruments. The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary overtime, namely, the volatility and the risk free rate. A 5.0% decrease in volatility would decrease the value of the warrants to $301,000; a 5.0% increase in volatility would increase the value of the warrants to $312,000. A 5.0% decrease or increase in the risk free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 9 - COMMITMENTS Microbot Israel obtained from the Israeli Innovation Authority grants for participation in research and development for the years 2013 through 2016 in the total amount of approximately $0.9 million, and, in return, Microbot Israel is obligated to pay royalties amounting to 3% of its future sales up to the amount of the grant. The grant is linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of Libor per annum. The repayment of the grants is contingent upon the successful completion of the Company’s research and development programs and generating sales. The Company has no obligation to repay these grants, if the project fails, is unsuccessful or aborted or if no sales are generated. The financial risk is assumed completely by the Government of Israel. The grants are received from the Government on a project-by-project basis. Microbot Israel signed an agreement with the Technion Research and Development Foundation (“TRDF”) in June 2012 by which TRDF transferred to Microbot Israel a global, exclusive, royalty-bearing license. As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5%-3%) and on sublicense income as detailed in the agreement. Lease Agreements: In June 2016, the Company entered into an office lease agreement, with a term ending on September 30, 2017. According to the lease agreement, the monthly office lease payment is approximately $3,000. In December 2016, the Company entered into certain lease agreements for automobiles, which will end on December 31, 2019. According to the lease agreements, the monthly automobile lease payments are approximately $2,500. Compensation liability The Company incurred compensation commitments of approximately $0.4 million to a former executive that management estimates as remote as therefore is not reflected in these consolidated financial statements. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Share Capital | NOTE 10 SHARE CAPITAL Ordinary shares confer upon the holders voting rights and the right to receive cash and stock dividends. Each share of the Series A Convertible Preferred Stock issued by the Company in December 2016, is convertible, at the option of the holder, into 1,000 shares of Common Stock, and confer upon the holder dividend rights on an as converted basis. The shares of Series A Preferred Stock do not confer upon the holder voting rights and do not confer upon the holder a preference upon a liquidation event. Share Capital Developments: The authorized capital stock consists of 221,000,000 shares of capital stock, which consists of 220,000,000 shares of common stock, par value $0.01 (the “Common Stock”), and 1,000,000 of undesignated preferred stock, par value $0.01 (the “Preferred Stock”). As of December 31, 2016, the Company had 26,550,974 shares of Common Stock issued and outstanding, and 9,736 shares of Series A Convertible Preferred Stock issued and outstanding. On November 28, 2016, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to (i) effect the Reverse Stock Split, (ii) change its name from “StemCells , Inc.” to “Microbot Medical Inc.” and (iii) increase the number of authorized shares of the Common Stock from 200,000,000 to 220,000,000 shares (the “Certificate of Amendment”). As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Common Stock immediately prior to the Reverse Stock Split were reduced into a smaller number of shares, such that every nine shares of the Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of the Common Stock. Immediately following the Reverse Stock Split and the Merger, there were 36,254,240 shares of the Common Stock issued and outstanding, which included certain rights to receive shares of Common Stock or equivalent securities but excludes shares underlying outstanding stock options and warrants and the Convertible Note. On December 27, 2016, the Company exchanged 9,735,925 shares or rights to acquire shares of its Common Stock, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock. Employee Stock Option Grant: In September 2014, Microbot Israel’s board of directors approved a grant of 403,592 stock options (1,167,693 stock options as retroactively adjusted to reflect the Merger) to its CEO, through MEDX Venture Group LLC. Each option was exercisable into an ordinary share, at an exercise price of $0.8 ($0.28 as retroactively adjusted to reflect the Merger). The stock options were fully vested at the date of grant. On May 2, 2016, Microbot Israel’s board of directors approved a grant of 500,000 stock options (1,447,223 as retroactively adjusted to reflect the Merger) to certain of its employees and directors. Each stock option was exercisable into an ordinary share, NIS 0.001 par value, of Microbot Israel, at an exercise price equal to the ordinary share’s par value. The stock options were fully vested at the date of grant. As a result, the Company recognized compensation expenses in the amount of $675,389 included in general and administrative expenses. As the exercise price of the stock options is nominal, Microbot Israel estimated the fair value of the options as equal to the Company’s share price of $1.35 ($0.47 as retroactively adjusted to reflect the Merger) at the date of grant. A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: For the year ended December 31, 2016 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 1,167,693 $ 0.28 Granted 1,447,223 (*) Exercised - - Cancelled - - Outstanding at end of period 2,614,916 $ 0.13 $ 15,611,049 Vested and expected-to-vest at end of period 2,614,916 $ 0.39 $ 15,611,049 (*) Less than $0.01. For the year ended December 31, 2015 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 1,167,693 $ 0.28 Granted - - Exercised - - Cancelled - - Outstanding at end of period 1,167,693 $ 0.28 $ - Vested and expected-to-vest at end of period 1,167,693 $ 0.28 $ - The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s and Microbot Israel’s common shares on December 31, 2016 and December 31, 2015 respectively and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates. The stock options outstanding as of December 31, 2016, and December 31, 2015, have been separated into exercise prices, as follows: Exercise price Stock options outstanding as of December 31, Weighted average remaining contractual life – years as of December 31, Stock options exercisable as of December 31, $ 2016 2015 2016 2015 2016 2015 0.28 1,167,693 1,167,693 8.0 9.0 1,167,693 1,167,693 (*) 1,447,223 - 9.5 - 1,447,223 - 2,614,916 1,167,693 7.4 8.2 2,614,916 1,167,693 (*) Less than $0.01. Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the year ended December 31, 2016 and 2015 was $675,389 and $186,000, respectively. The fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following weighted-average assumptions: Years ended December 31, 2016 2015 Expected volatility 77.3 % 70.0 % Risk-free interest 0.6 % 1.0 % Dividend yield 0 % 0 % Expected life of up to (years) 5.0 5.0 Shares issued to service provider In connection with the Merger, the Company issued an aggregate of 7,802,639 restricted shares of its common stock to certain advisors. The fair value of the award of $9,987,000 was estimated based on the Company’s common share price of $1.28 as of the date of grant. The portion of the expense in excess of the cash and other current assets acquired in the Merger, in the amount of $7,262,000, was included in general and administrative expenses in the Statement of Operations. Securities Exchange Agreement with Alpha Capital On December 16, 2016, the Company entered into a Securities Exchange Agreement with Alpha Capital, pursuant to which Alpha Capital exchanged 9,736,000 shares of common stock or rights to acquire shares of the common stock held by it, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”). The common stock and common stock underlying the rights to acquire common stock include all of the shares of common stock issued or issuable to Alpha Capital pursuant to the Merger. The 9,735,925 shares of common stock and the rights to acquire common stock were cancelled and the Company’s issued and outstanding shares of Common Stock were reduced to 26,518,315. Repurchase of Shares The Company intends to enter into a definitive agreement with up to three Israeli shareholders that were former shareholders of Microbot Medical Ltd., pursuant to which the Company would repurchase, at a discount on the fair value of the share at the date of repurchase, up to $500,000 of the Company’s common stock held by them, in the aggregate, if and to the extent such shareholders are unable to sell enough of their shares to cover certain of their Israeli tax liabilities resulting from the Merger. Such repurchase(s), if any, would occur only after the two year anniversary of the Merger. The transaction is subject to negotiating final terms and entering into definitive agreements with such shareholders. The Company evaluated whether an embedded derivative that requires bifurcation exists within such shares that may be subject to repurchase. The Company concluded the fair value of such derivative instrument would be nominal and in any case would represent an asset to the Company as (a) the settlement requires acquiring the shares at a discount on the fair market value of the share at the time of re purchase and in no circumstances the acquisition price will be higher than approximately one dollar per share (representing 25% discount on the fair market value of the share at the merger closing date) and (b)it is assumed that the selling shareholders would use such right as last resort as such repurchase at a discount on the fair market value of such shares results in a loss to be incurred by the selling shareholders. In accordance with ASC 480-10-S99-3A (formerly EITF D-98), the Company classified the maximum amount it may be required to pay in the event the repurchase right is exercised ($500,000) as temporary equity. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | NOTE 11 - BASIC AND DILUTED NET LOSS PER SHARE The basic and diluted net loss per share and weighted average number of common shares used in the calculation of basic and diluted net loss per share are as follows (in thousands, except share and per share data): Year Ended December 31, 2016 2015 Net loss attributable to shareholders of the company $ 9,663 $ 921 Net loss attributable to shareholders of preferred shares (3,954 ) (360 ) Net loss used in the calculation of basic net loss per share $ 5,709 $ 561 Net loss per share $ 0.40 $ 0.04 Weighted average number of common shares 14,293,296 13,182,660 As the inclusion of common share equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss per share is the same as basic net loss per share. The weighted average number of common shares outstanding has been retroactively restated for the equivalent number of common shares received by the accounting acquirer as a result of the reverse recapitalization and reverse stock split as if these common shares had been outstanding as of the beginning of the earliest period presented. |
Research and Development Expens
Research and Development Expenses, Net | 12 Months Ended |
Dec. 31, 2016 | |
Research and Development [Abstract] | |
Research and Development Expenses, Net | NOTE 12 RESEARCH AND DEVELOPMENT EXPENSES, NET Year ended December 31, 2016 2015 (in thousands) Payroll and related expenses $ 491 $ 464 Materials 155 11 Patents 75 37 Office and maintenance 21 11 Rent 36 29 Professional services 253 365 Depreciation 7 7 Other 76 100 Less grants received from Israeli Innovation Authority (213 ) (201 ) $ 901 $ 823 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
General and Administrative Expenses | NOTE 13 GENERAL AND ADMINISTRATIVE EXPENSES Years ended December 31, 2016 2015 (in thousands) Payroll and related expenses $ 45 $ - Professional services 528 40 Common shares issued for services 7,258 - Travel 180 15 Depreciation - 11 Other 47 26 Share-based compensation 676 - $ 8,734 $ 92 |
Finance Expenses, Net
Finance Expenses, Net | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Finance Expenses, Net | NOTE 14 - FINANCE EXPENSES, NET Years ended December 31, 2016 2015 (in thousands) Bank fees and interest $ 1 $ 1 Change in fair value of derivative warrant liability (262 ) - Exchange rate differences (44 ) (1 ) Revaluation and interest on convertible loans 333 6 $ 28 $ 6 |
Transactions and Balances with
Transactions and Balances with Interested and Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Transactions and Balances With Interested and Related Parties | NOTE 15 - TRANSACTIONS AND BALANCES WITH INTERESTED AND RELATED PARTIES A. Transactions: Year ended December 31, 2016 2015 (in thousands) Payroll and related expenses $ - $ - Directors fees and insurance - - Subcontracted work and consulting 253 122 $ 253 $ 122 B. Balances: As of December 31, 2016 2015 Other accounts payable $ - $ 9 - 9 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 16 - TAXES ON INCOME The Company is subject to income taxes under the Israeli and U.S. tax laws: Corporate tax rates The Company is subject to Israeli corporate tax rate of 26.5% in the years 2015 and 2014, 25% in the year 2016, 24% in 2017 and 23% from 2018. The Company is subject to a blended U.S. tax rate (Federal as well as state corporate tax) of 35%. A. As of December 31, 2016, the Company generated net operating losses in Israel of approximately $5,556, which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2016, the Company generated net operating losses in the U.S. of approximately $475,496. Net operating losses in the United States are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. B. The Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. As of December 31, 2016 2015 (in thousands) Net loss carry-forward $ 481,052 $ 471,980 Total deferred tax assets 481,052 471,980 Valuation allowance (481,052 ) (471,980 ) Net deferred tax assets $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 - SUBSEQUENT EVENTS Purchase Agreement On January 5, 2017, the Company entered into a definitive securities purchase agreement with an institutional investor (the “Purchaser”) for the purchase and sale of an aggregate of 700,000 shares of the Company’s common stock in a registered direct offering for $5.00 per share or gross proceeds of $3.5 million. The Company paid the placement agent a fee of $210,000 plus reimbursement of out-of-pocket expenses, as well as other offering-related expenses. Contract Research Agreement On January 27, 2017, the Company entered into a Contract Research Agreement (the “Research Agreement”) with The Washington University (“Washington U.”), pursuant to which the parties will collaborate to determine the effectiveness of the Company’s self-cleaning shunt. The initial research to be performed by Washington U. is expected to be completed within 6 months, with a comprehensive study to follow and be completed in 2018. The cost of the initial study, to be paid by the Company, is expected to be approximately $130,000, with the cost of any further studies to be determined. Pursuant to the Research Agreement, all rights, title and interest in the data, information and results obtained or arrived at by Washington U. in the performance of its services under the Research Agreement, as well as any patentable inventions obtained or arrived at in the performance of such services, will be jointly owned by the Company and Washington U., and each will have full right to practice and grant licenses in joint inventions. Additionally, Washington U. granted to the Company: (a) a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual and irrevocable license to use and practice patentable inventions (other than joint inventions and improvements to Washington U.’s animal models) obtained or arrived at by Washington U. in the provision of its services under the Research Agreement (“University Inventions”) with respect to the self-cleaning shunt; and (b) an exclusive option to obtain an exclusive worldwide license in University Inventions, on terms to be negotiated between the parties. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A.Basis of presentation: The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). |
Financial Statement in U.S. Dollars | B. Financial statement in U.S. dollars: The functional currency of the Company is the U.S. dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. |
Cash and Cash Equivalents | C. Cash and cash equivalents: Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of less than three months. |
Fair Value of Financial Instruments | D. Fair value of financial instruments: The carrying values of cash and cash equivalents, other receivable and other accounts payable approximate their fair value due to the short-term maturity of these instruments. The Company measures the fair value of certain of its financial instruments (such as the derivative warrant liabilities) on a recurring basis. The method of determining the fair value of derivative warrant liabilities is discussed in Note 8. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 Level 2 Level 3 |
Fixed Assets | E. Fixed assets: Fixed assets are presented at cost, net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, as the following annual rates: % Research equipment and software 25-33 Leasehold improvements 10 Furniture and office equipment 7 |
Liabilities Due to Termination of Employment Agreements | F. Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Microbot Israel are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by Microbot Israel on their behalf with insurance companies. Payments in accordance with Article 14 release Microbot Israel from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. |
Basic and Diluted Net Loss Per Share | G. Basic and diluted net loss per share Basic net loss per share is computed by dividing net loss, as adjusted to include preferred shares dividend participation rights by the weighted average number of common shares outstanding during the year. Common shares and preferred shares contingently issuable for little or no cash are included in basic net loss per share on an as issued basis. Diluted net loss per share is computed by dividing net loss, as adjusted to include preferred shares dividend participation rights of preferred shares outstanding during the year as well as of preferred shares that would have been outstanding if all potentially dilutive preferred shares had been issued, by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive common shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. The weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by the accounting acquirer as a result of the reverse recapitalization as if these shares had been outstanding as of the beginning of the earliest period presented. |
Research and Development Expenses, Net | H. Research and development expenses, net: Research and development expenses are charged to the statement of operations as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. |
Convertible Notes | I. Convertible notes: Proceeds from the sale of debt securities with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”, with a corresponding discount on the debt instrument recorded in liabilities which is amortized in finance expense over the term of the Notes. Convertible notes with characteristics of both liabilities and equity are classified as either debt or equity based on the characteristics of its monetary value, with convertible notes classified as debt being measured at fair value, in accordance with ASC 480-10, “Accounting for Certain Financial instruments with Characteristics of both Liabilities and Equity”. |
Share-based Compensation | J. Share-based compensation: The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to service providers, employees and directors including stock options under the Company’s stock plans based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of stock options using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s statement of operations. The Company estimates the fair value of stock options granted as share-based payment awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector for equity awards granted prior to the Merger and on the Company’s trading share price for equity awards granted subsequent to the Merger. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected stock option term is calculated for stock options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company. |
Reclassification | K. Reclassification: Certain prior year amounts have been reclassified to conform to the current year presentation. |
Transaction Costs | L. Transaction Costs: Transaction costs incurred in the Merger were charged directly to equity to the extent of cash and net other current assets acquired. Transaction costs in excess of cash acquired were charged to general and administrative expenses. |
Recent Accounting Standards | M. Recent Accounting Standards: In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of the promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for us beginning in the first quarter of 2018; early adoption is prohibited. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. As the Company has not incurred revenues to date, it is unable to determine the expected impact the new standard will have on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities”, which provides targeted improvements to the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. Specific accounting areas addressed include, equity investments, financial liabilities reported under the fair value option and valuation allowance assessment resulting from unrealized losses on available-for-sale securities. The standard also changes certain presentation and disclosure requirements for financial instruments. This ASU is effective for the Company in its first quarter of fiscal year 2019. Early adoption, with certain exceptions, is not permitted. The Company does not expect that the adoption of this standard will have a significant impact on the financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends, among other things, the existing guidance by requiring lessees to recognize lease assets (right-to-use) and liabilities (for reasonably certain lease payments) arising from operating leases on the balance sheet. For leases with a term of twelve months or less, ASU 2016-02 permits an entity to make an accounting policy election to recognize such leases as lease expense, generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 using a modified retrospective approach, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies certain provisions associated with the accounting for stock compensation. Among other things, ASU 2016-09 requires companies to record excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of income and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The standard is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is evaluating the impact of the adoption on our consolidated balance sheet, results of operations, cash flows and disclosures. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | % Research equipment and software 25-33 Leasehold improvements 10 Furniture and office equipment 7 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | As of December 31, 2016 2015 (in thousands) Cash $ 2,709 $ 427 Deposits - 10 2,709 $ 437 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | As of December 31, 2016 2015 (in thousands) Deposit in escrow account (*) $ 505 $ - Government institutions 15 14 Prepaid expenses 86 25 Shareholders - 15 $ 606 $ 54 (*) Purchase Agreement with BOCO. |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets, Net | As of December 31, 2016 2015 (in thousands) Cost: Research equipment and software $ 54 $ 29 Furniture and office equipment 63 63 117 92 Accumulated Depreciation: Research equipment and software 22 18 Furniture and office equipment 42 36 64 54 $ 53 $ 38 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | As of December 31, 2016 2015 (in thousands) Employees $ 102 $ 121 Government institution 24 18 Other current liabilities 456 - Israeli Innovation Authority - 10 $ 582 $ 149 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Warrants Liabilities | The remaining outstanding warrants and terms as of the closing date of the Merger (November 28, 2016) and as of Dec 31 2016 is as follows: Issuance Date Outstanding as of November 28, 2016 Exercise Price Per Share Exercisable as of December 31, 2016 Exercisable Through Series A (2011) 64,230 $151.20 – December 2016 Series A (2013) 57,814 $194.40 57,814 October 2018 Series A (2013) 2,718 $183.60 2,718 April 2023 Series A (2015) 10,139 $91.80 10,139 April 2020 Series A (2016)(a) 10,047 $2.70 10,047 March 2018 Series B (2016)(a) 41,116 $2.70 41,116 March 2022 __________________ (a) These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price. |
Schedule of Valuation of Derivative Warrant Liabilities | The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of November 28, 2016 and December 31, 2016 (in thousands): Series A Series A (2013) Series A (2013) Series A (2015) Series A (2016) Series B (2016) Total Balances at November 28, 2016 $ - $ 43 $ 18 $ 45 $ 81 $ 388 $ 575 Exercised - - - - - - - Cancelled - - - - - - - Changes in fair value - (31 ) (9 ) (23 ) (38 ) (161 ) (262 ) Balances at December 31, 2016 $ - $ 12 $ 9 $ 22 $ 43 $ 227 $ 313 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: For the year ended December 31, 2016 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 1,167,693 $ 0.28 Granted 1,447,223 (*) Exercised - - Cancelled - - Outstanding at end of period 2,614,916 $ 0.13 $ 15,611,049 Vested and expected-to-vest at end of period 2,614,916 $ 0.39 $ 15,611,049 (*) Less than $0.01. For the year ended December 31, 2015 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 1,167,693 $ 0.28 Granted - - Exercised - - Cancelled - - Outstanding at end of period 1,167,693 $ 0.28 $ - Vested and expected-to-vest at end of period 1,167,693 $ 0.28 $ - |
Schedule of Stock Options Outstanding | The stock options outstanding as of December 31, 2016, and December 31, 2015, have been separated into exercise prices, as follows: Exercise price Stock options outstanding as of December 31, Weighted average remaining contractual life – years as of December 31, Stock options exercisable as of December 31, $ 2016 2015 2016 2015 2016 2015 0.28 1,167,693 1,167,693 8.0 9.0 1,167,693 1,167,693 (*) 1,447,223 - 9.5 - 1,447,223 - 2,614,916 1,167,693 7.4 8.2 2,614,916 1,167,693 (*) Less than $0.01. |
Schedule of Stock Options Valuation Assumptions | The fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following weighted-average assumptions: Years ended December 31, 2016 2015 Expected volatility 77.3 % 70.0 % Risk-free interest 0.6 % 1.0 % Dividend yield 0 % 0 % Expected life of up to (years) 5.0 5.0 |
Basic and Diluted Net Loss Pe33
Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The basic and diluted net loss per share and weighted average number of common shares used in the calculation of basic and diluted net loss per share are as follows (in thousands, except share and per share data): Year Ended December 31, 2016 2015 Net loss attributable to shareholders of the company $ 9,663 $ 921 Net loss attributable to shareholders of preferred shares (3,954 ) (360 ) Net loss used in the calculation of basic net loss per share $ 5,709 $ 561 Net loss per share $ 0.40 $ 0.04 Weighted average number of common shares 14,293,296 13,182,660 |
Research and Development Expe34
Research and Development Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses | Year ended December 31, 2016 2015 (in thousands) Payroll and related expenses $ 491 $ 464 Materials 155 11 Patents 75 37 Office and maintenance 21 11 Rent 36 29 Professional services 253 365 Depreciation 7 7 Other 76 100 Less grants received from Israeli Innovation Authority (213 ) (201 ) $ 901 $ 823 |
General and Administrative Ex35
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of General and Administrative Expenses | Years ended December 31, 2016 2015 (in thousands) Payroll and related expenses $ 45 $ - Professional services 528 40 Common shares issued for services 7,258 - Travel 180 15 Depreciation - 11 Other 47 26 Share-based compensation 676 - $ 8,734 $ 92 |
Finance Expenses, Net (Tables)
Finance Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Summary of Finance Expenses, Net | Years ended December 31, 2016 2015 (in thousands) Bank fees and interest $ 1 $ 1 Change in fair value of derivative warrant liability (262 ) - Exchange rate differences (44 ) (1 ) Revaluation and interest on convertible loans 333 6 $ 28 $ 6 |
Transactions and Balances wit37
Transactions and Balances with Interested and Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction and Balances | A. Transactions: Year ended December 31, 2016 2015 (in thousands) Payroll and related expenses $ - $ - Directors fees and insurance - - Subcontracted work and consulting 253 122 $ 253 $ 122 B. Balances: As of December 31, 2016 2015 Other accounts payable $ - $ 9 - 9 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | As of December 31, 2016 2015 (in thousands) Net loss carry-forward $ 481,052 $ 471,980 Total deferred tax assets 481,052 471,980 Valuation allowance (481,052 ) (471,980 ) Net deferred tax assets $ - $ - |
General (Details Narrative)
General (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value | $ 0.01 | $ 0.01 | ||
Reverse stock split | one-to-nine Reverse Stock Split | 10,702,838 | ||
Cash and cash equivalent | $ 2,709 | $ 437 | $ 791 | |
Microbot Israel [Member] | ||||
Conversion of stock number of common stock issued | 2,900,000 | |||
Common stock, par value | $ 0.01 | |||
Reverse stock split | one for nine reverse stock split | |||
Conversion option to purchase common stock | 2,614,916 | |||
Restricted shares issued | 7,802,639 | |||
Cash and cash equivalent | $ 6,700 | |||
Microbot Israel [Member] | Former Microbot Israel Shareholders [Member] | ||||
Conversion of stock number of common stock issued | 26,550,974 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Research Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Research Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 33 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Furniture and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Cash and Cash Equivalents - Sch
Cash and Cash Equivalents - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | |||
Cash | $ 2,709 | $ 427 | |
Deposits | 10 | ||
Cash and cash equivalents | $ 2,709 | $ 437 | $ 791 |
Other Receivables (Details Narr
Other Receivables (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Asset consideration | $ 4,000 |
Sale of assets | 3,500 |
June 2016 Agreements [Member] | |
Asset consideration | $ 495 |
Percentage of severance award | 50.00% |
Escrow Account [Member] | |
Asset consideration | $ 400 |
Prior to November 11, 2016 [Member] | |
Asset consideration | 300 |
Prior to Decmber 31, 2016 [Member] | |
Sale of assets | $ 2,800 |
Other Receivables - Schedule of
Other Receivables - Schedule of Other Assets - (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deposit in escrow account | [1] | $ 505 | |
Government institutions | 15 | 14 | |
Prepaid expenses | 86 | 25 | |
Shareholders | 15 | ||
Total Other Receivables | $ 606 | $ 54 | |
[1] | Purchase Agreement with BOCO. On November 11, 2016, the Company together with two of its wholly-owned subsidiaries, Stem Cell Sciences Holdings Limited and StemCells California, Inc. (collectively, with the Company, the “Sellers”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with BOCO Silicon Valley, Inc., a California corporation and wholly-owned subsidiary of Bright Oceans Corporation (“BOCO US”). |
Fixed Assets, Net - Summary of
Fixed Assets, Net - Summary of Fixed Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Cost | $ 117 | $ 92 |
Accumulated Depreciation | 64 | 54 |
Fixed Assets, net | 53 | 38 |
Research Equipment and Software [Member [Member] | ||
Cost | 54 | 29 |
Accumulated Depreciation | 22 | 18 |
Furniture and Office Equipment [Member] | ||
Cost | 63 | 63 |
Accumulated Depreciation | $ 42 | $ 36 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Employees | $ 102 | $ 121 |
Government institution | 24 | 18 |
Other current liabilities | 456 | |
Israeli Innovation Authority | 10 | |
Total Accrued Liabilities | $ 582 | $ 149 |
Convertible Loan from Shareho46
Convertible Loan from Shareholders (Details Narrative) - USD ($) | Nov. 28, 2016 | Nov. 28, 2016 | Sep. 30, 2016 | Jul. 07, 2016 | Oct. 08, 2015 | Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 15, 2016 | May 11, 2016 |
Loans Receivable | $ 750,000 | $ 413,000 | ||||||||
Number of preferred A shares, par value | $ 0.01 | $ 0.01 | ||||||||
Loan [Member] | ||||||||||
Debt conversion, preferred shares issued | 2,242,939 | |||||||||
Microbot Israel [Member] | ||||||||||
Loans Receivable | $ 419,000 | |||||||||
The loan bears interest rate | 10.00% | |||||||||
Proceeds from issuance of preferred stock | $ 409,750 | |||||||||
The loan bears interest rate | 10.00% | |||||||||
Debt, discount rate | 20.00% | 20.00% | ||||||||
Microbot Israel [Member] | Series A Preferred Shares [Member] | ||||||||||
Debt conversion, preferred shares issued | 1,315,023 | |||||||||
Debt conversion, warrant issued | 1,188,275 | |||||||||
Number of preferred A shares, par value | $ 1 | |||||||||
Alpha Capital [Member] | Merger Agreement [Member] | ||||||||||
Secured note principal amount | $ 2,000,000 | |||||||||
Principal and accrued interest of note | 2,029,000 | |||||||||
Discount on convertible note amortized | $ 2,029,000 | |||||||||
Alpha Capital [Member] | Secured Note [Member] | ||||||||||
The loan bears interest rate | 5.00% | |||||||||
Secured note principal amount | $ 2,000,000 | |||||||||
Alpha Capital [Member] | Convertible Note [Member] | ||||||||||
The loan bears interest rate | 5.00% | |||||||||
The loan bears interest rate | 6.00% | |||||||||
Convertible note principal | $ 2,028,767 | |||||||||
Debt maturity date | Nov. 28, 2019 | |||||||||
Convertible note, conversion price | $ 0.64 |
Derivative Warrant Liabilitie47
Derivative Warrant Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Dec. 31, 2016 | Nov. 28, 2016 | |
Warrants outstanding | 578,081 | ||
Warrants issued to purchase common shares | 531,814 | ||
Estimated fair value warrant liability | $ 313 | $ 575 | |
Warrant calculation description | The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary overtime, namely, the volatility and the risk free rate. | ||
Volatility rate | 5.00% | ||
Decrease [Member] | |||
Change in fair value of warrants | $ 301 | ||
Increase [Member] | |||
Change in fair value of warrants | $ 312 | ||
2016 Series A and B Warrants [Member] | |||
Warrants exercise price | $ 0.30 | ||
2016 Series A Warrants [Member] | |||
Warrants outstanding | 531,814 |
Derivative Warrant Liabilitie48
Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Nov. 28, 2016 | ||
Series A (2011) [Member] | |||
Number of Warrant Outstanding, shares | 64,230 | ||
Warrant Exercise Price, Per Share | $ 151.20 | ||
Number of Warrant Exercisable, shares | |||
Warrant Exercisable Through, date | Dec. 31, 2016 | ||
Series A (2013) [Member] | |||
Number of Warrant Outstanding, shares | 57,814 | ||
Warrant Exercise Price, Per Share | $ 194.40 | ||
Number of Warrant Exercisable, shares | 57,814 | ||
Warrant Exercisable Through, date | Oct. 31, 2018 | ||
Series A (2013) [Member] | |||
Number of Warrant Outstanding, shares | 2,718 | ||
Warrant Exercise Price, Per Share | $ 183.60 | ||
Number of Warrant Exercisable, shares | 2,718 | ||
Warrant Exercisable Through, date | Apr. 30, 2023 | ||
Series A (2015) [Member] | |||
Number of Warrant Outstanding, shares | 10,139 | ||
Warrant Exercise Price, Per Share | $ 91.80 | ||
Number of Warrant Exercisable, shares | 10,139 | ||
Warrant Exercisable Through, date | Apr. 30, 2020 | ||
Series A (2016) [Member] | |||
Number of Warrant Outstanding, shares | [1] | 10,047 | |
Warrant Exercise Price, Per Share | [1] | $ 2.70 | |
Number of Warrant Exercisable, shares | [1] | 10,047 | |
Warrant Exercisable Through, date | [1] | Mar. 31, 2018 | |
Series B (2016) [Member] | |||
Number of Warrant Outstanding, shares | [1] | 41,116 | |
Warrant Exercise Price, Per Share | [1] | $ 2.70 | |
Number of Warrant Exercisable, shares | [1] | 41,116 | |
Warrant Exercisable Through, date | [1] | Mar. 31, 2022 | |
[1] | These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price. |
Derivative Warrant Liabilitie49
Derivative Warrant Liabilities - Schedule of Valuation of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balances at November 28, 2016 | $ 575 | |
Exercised | ||
Cancelled | ||
Changes in fair value | (262) | |
Balances at December 31, 2016 | 313 | 575 |
Series A (2011) [Member] | ||
Balances at November 28, 2016 | ||
Exercised | ||
Cancelled | ||
Changes in fair value | ||
Balances at December 31, 2016 | ||
Series A (2013) [Member] | ||
Balances at November 28, 2016 | 43 | |
Exercised | ||
Cancelled | ||
Changes in fair value | (31) | |
Balances at December 31, 2016 | 12 | 43 |
Series A (2013) [Member] | ||
Balances at November 28, 2016 | 18 | |
Exercised | ||
Cancelled | ||
Changes in fair value | (9) | |
Balances at December 31, 2016 | 9 | 18 |
Series A (2015) [Member] | ||
Balances at November 28, 2016 | 45 | |
Exercised | ||
Cancelled | ||
Changes in fair value | (23) | |
Balances at December 31, 2016 | 22 | 45 |
Series A (2016) [Member] | ||
Balances at November 28, 2016 | 81 | |
Exercised | ||
Cancelled | ||
Changes in fair value | (38) | |
Balances at December 31, 2016 | 43 | 81 |
Series B (2016) [Member] | ||
Balances at November 28, 2016 | 388 | |
Exercised | ||
Cancelled | ||
Changes in fair value | (161) | |
Balances at December 31, 2016 | $ 227 | $ 388 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2012 | Dec. 31, 2016 | |
Former Executive [Member] | ||||
Compensation commitments | $ 400,000 | |||
Office Lease Agreement [Member] | ||||
Monthly lease payment | $ 3,000 | |||
Car Lease Agreement [Member] | ||||
Monthly lease payment | $ 2,500 | |||
The Technician Research And Development Foundation Limited [Member] | Minimum [Member] | ||||
Royalties payable as percentage of future sales | 1.50% | |||
The Technician Research And Development Foundation Limited [Member] | Maximum [Member] | ||||
Royalties payable as percentage of future sales | 3.00% | |||
Israeli Innovation Authority [Member] | 2013 Through 2016 [Member] | ||||
Total grants obtained | $ 900,000 | |||
Royalties payable as percentage of future sales | 3.00% |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | Dec. 27, 2016 | Dec. 16, 2016 | Nov. 28, 2016 | May 02, 2016 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 07, 2016 | |
Authorized capital stock | 221,000,000 | ||||||||
Common stock, authorized | 220,000,000 | 58,054,213 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||
Undesignated preferred stock | 1,000,000 | 11,610,843 | |||||||
Common stock, issued | 15,848,136 | 13,182,660 | |||||||
Common stock, outstanding | 15,848,136 | 13,182,660 | |||||||
Preferred stock, issued | 9,736 | 8,708,132 | |||||||
Preferred stock, outstanding | 9,736 | 8,708,132 | |||||||
Reverse stock splits | 36,254,240 | ||||||||
Weighted-average exercise price per share, granted | [1] | ||||||||
Stock-based employee compensation | $ 675,389 | $ 186,000 | |||||||
Other current assets acquired | $ (3,618,000) | $ 7,262,000 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||
Definitive Agreement [Member] | Three Israeli Shareholders [Member] | |||||||||
Common stock repurchase | $ 500,000 | ||||||||
Percentage of discount on the fair market value of common stock | 25.00% | ||||||||
Restricted Stock [Member] | |||||||||
Shares issued, price per share | $ 1.28 | ||||||||
Microbot Israel [Member] | |||||||||
Conversion of stock, shares converted | 2,900,000 | ||||||||
Common stock, par value | $ 0.01 | ||||||||
Alpha Capital [Member] | Securities Exchange Agreement [Member] | |||||||||
Reverse stock splits | 26,518,315 | ||||||||
Share-based compensation arrangement by share-based payment award, options, forfeitures in period | 9,735,925 | ||||||||
Board of Directors [Member] | Microbot Israel [Member] | |||||||||
Common stock, par value | $ 0.001 | ||||||||
Number of stock options granted | 500,000 | 403,592 | |||||||
Weighted-average exercise price per share, granted | $ 1.35 | $ 0.8 | |||||||
CEO [Member] | MEDX Venture Group LLC [Member] | |||||||||
Number of stock options granted | 1,167,693 | ||||||||
Weighted-average exercise price per share, granted | $ 0.28 | ||||||||
Employees and Directors [Member] | |||||||||
Number of stock options granted | 1,447,223 | ||||||||
Weighted-average exercise price per share, granted | $ 0.47 | ||||||||
Advisors [Member] | |||||||||
Stock issued during period, shares, restricted stock award, gross | 7,802,639 | ||||||||
Stock issued during period, value, restricted stock award, gross | $ 9,987,000 | ||||||||
Minimum [Member] | |||||||||
Common stock, authorized | 200,000,000 | ||||||||
Maximum [Member] | |||||||||
Common stock, authorized | 220,000,000 | ||||||||
Series A Preferred Shares [Member] | |||||||||
Conversion of stock, shares converted | 1,000 | ||||||||
Rights to acquire shares of common stock | 9,735,925 | ||||||||
Designated preferred stock | 9,736 | ||||||||
Series A Preferred Shares [Member] | Microbot Israel [Member] | |||||||||
Preferred stock, par value | $ 1 | ||||||||
Series A Preferred Shares [Member] | Alpha Capital [Member] | Securities Exchange Agreement [Member] | |||||||||
Rights to acquire shares of common stock | 9,736,000 | ||||||||
Designated preferred stock | 9,736 | ||||||||
Preferred stock, par value | $ 0.01 | ||||||||
[1] | Less than $0.01. |
Share Capital - Summary of Stoc
Share Capital - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Equity [Abstract] | |||
Number of Stock Options Outstanding, Outstanding at Beginning Balance | 1,167,693 | 1,167,693 | |
Number of Stock Options Outstanding, Granted | 1,447,223 | ||
Number of Stock Options Outstanding, Exercised | |||
Number of Stock Options Outstanding, Expired or Canceled | |||
Number of Stock Options Outstanding, Outstanding at Ending Balance | 2,614,916 | 1,167,693 | |
Number of Stock Options Outstanding, Vested and expected-to-vest at end of period | 2,614,916 | 1,167,693 | |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ 0.28 | $ .28 | |
Weighted Average Exercise Price, Granted | [1] | ||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Expired or Canceled | |||
Weighted Average Exercise Price, Outstanding at Ending Balance | 0.13 | 0.28 | |
Weighted Average Exercise Price, Vested and expected-to-vest at end of period | $ 0.39 | $ 0.28 | |
Aggregate intrinsic value, Stock Options Outstanding | $ 15,611,049 | ||
Aggregate intrinsic value, Exercisable | $ 15,611,049 | ||
[1] | Less than $0.01. |
Share Capital - Summary of St53
Share Capital - Summary of Stock Option Activity (Details) (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Per share | $ 0.01 | $ 0.01 |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Stock options outstanding | 2,614,916 | 1,167,693 | |
Weighted average remaining contractual life | 7 years 4 months 24 days | 8 years 2 months 12 days | |
Stock options exercisable | 2,614,916 | 1,167,693 | |
Exercise Price One [Member] | |||
Exercise price | $ 0.28 | $ 0.28 | |
Stock options outstanding | 1,167,693 | 1,167,693 | |
Weighted average remaining contractual life | 8 years | 9 years | |
Stock options exercisable | 1,167,693 | 1,167,693 | |
Exercise Price Two [Member] | |||
Exercise price | [1] | ||
Stock options outstanding | 1,447,223 | ||
Weighted average remaining contractual life | 9 years 6 months | 0 years | |
Stock options exercisable | 1,447,223 | ||
[1] | Less than 1 |
Share Capital - Schedule of S55
Share Capital - Schedule of Stock Options Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Expected volatility | 77.30% | 70.00% |
Risk-free interest | 0.60% | 1.00% |
Dividend yield | 0.00% | 0.00% |
Expected life of up to (years) | 5 years | 5 years |
Basic and Diluted Net Loss Pe56
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to shareholders of the company | $ 9,663 | $ 921 |
Net loss attributable to shareholders of preferred shares | (3,954) | (360) |
Net loss used in the calculation of basic net loss per share | $ 5,709 | $ 561 |
Net loss per share | $ 0.40 | $ 0.04 |
Weighted average number of common shares | 14,293,296 | 13,182,660 |
Research and Development Expe57
Research and Development Expenses, Net - Schedule of Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation | $ 10 | $ 17 |
Research and development expense | (901) | (823) |
Research and Development Expense [Member] | ||
Payroll and related expenses | 491 | 464 |
Materials | 155 | 11 |
Patents | 75 | 37 |
Office and maintenance | 21 | 11 |
Rent | 36 | 29 |
Professional services | 253 | 365 |
Depreciation | 7 | 7 |
Other | 76 | 100 |
Less grants received from Israeli Innovation Authority | (213) | (201) |
Research and development expense | $ 901 | $ 823 |
General and Administrative Ex58
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation | $ 10,000 | $ 17,000 |
Share-based compensation | 675,389 | 186,000 |
Total | (8,734,000) | (92,000) |
General and Administrative Expense [Member] | ||
Payroll and related expenses | 45,000 | |
Professional services | 528,000 | 40,000 |
Common shares issued for services | 7,258,000 | |
Travel | 180,000 | 15,000 |
Depreciation | 11,000 | |
Other | 47,000 | 26,000 |
Share-based compensation | 676,000 | |
Total | $ 8,734,000 | $ 92,000 |
Finance Expenses, Net - Summary
Finance Expenses, Net - Summary of Finance Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
Bank fees and interest | $ 1 | $ 1 |
Change in fair value of derivative warrant liability | (262) | |
Exchange rate differences | (44) | (1) |
Revaluation and interest on convertible loans | 333 | 6 |
Financial expenses, net | $ 28 | $ 6 |
Transactions and Balances wit60
Transactions and Balances with Interested and Related Parties - Schedule of Related Party Transaction and Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Other accounts payable | $ 9 | |
Total | 9 | |
Interested and Related Parties [Member] | ||
Payroll and related expenses | ||
Directors fees and insurance | ||
Subcontracted work and consulting | 253 | 122 |
Total | $ 253 | $ 122 |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Israel Tax Authority [Member] | |
Net operating losses carried forward | $ 5,556 |
Israel Tax Authority [Member] | 2015 [Member] | |
Corporate income tax rate | 26.50% |
Israel Tax Authority [Member] | 2014 [Member] | |
Corporate income tax rate | 26.50% |
Israel Tax Authority [Member] | 2016 [Member] | |
Corporate income tax rate | 25.00% |
Israel Tax Authority [Member] | 2017 [Member] | |
Corporate income tax rate | 24.00% |
Israel Tax Authority [Member] | From 2018 [Member] | |
Corporate income tax rate | 23.00% |
US Tax Authority [Member] | |
Corporate income tax rate | 35.00% |
Net operating losses carried forward | $ 475,496 |
Operating loss carryforwards, expiration | 2,035 |
Taxes on Income - Schedule of D
Taxes on Income - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Deferred taxes due to carryforward losses | $ 481,052 | $ 471,980 |
Total deferred tax assets | 481,052 | 471,980 |
Valuation allowance | (481,052) | (471,980) |
Net deferred tax asset |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Jan. 05, 2017 | Jan. 27, 2017 |
Definitive Securities Purchase Agreement [Member] | ||
Sale of aggregate shares | 700,000 | |
Sale of stock, price per share | $ 5 | |
Sale of stock, gross proceeds | $ 3,500 | |
Placement agent fees plus reimbursement of out-of-pocket expenses | $ 210 | |
Contract Research Agreement [Member] | ||
Cost of initial study | $ 130 |