Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018 | |
Document And Entity Information | |
Entity Registrant Name | Microbot Medical Inc. |
Entity Central Index Key | 883,975 |
Document Type | S1 |
Document Period End Date | Jun. 30, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Trading Symbol | MBOT |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | ||||
Cash and cash equivalents | $ 8,020 | $ 10,787 | $ 2,709 | |
Restricted cash | 27 | 27 | ||
Other current assets | 254 | 116 | 606 | |
Total current assets | 8,301 | 10,930 | 3,315 | |
Fixed assets, net | 291 | 90 | 53 | |
Total assets | 8,592 | 11,020 | 3,368 | |
Current liabilities: | ||||
Trade payables | 192 | 78 | 512 | |
Accrued liabilities | 388 | 450 | 271 | |
Total current liabilities | 580 | 528 | 783 | |
Long-term liabilities: | ||||
Convertible notes | 76 | |||
Derivative warrant liability | 14 | 28 | 313 | |
Total long term liabilities | 28 | 389 | ||
Total liabilities | 594 | 556 | 1,172 | |
Commitments and contingencies | ||||
Temporary equity: | ||||
Common stock of $0.01 par value; issued and outstanding: 721,107 shares as of June 30, 2018 and December 31, 2017 and December 31, 2016 | 500 | 500 | 500 | |
Shareholders’ equity: | ||||
Preferred stock of $0.01 par value; Authorized: 1,000,000 shares as of June 30, 2018 and December 31, 2017 and December 31, 2016; issued and outstanding: 1,001 and 4,001 and 9,736 shares as of June 30, 2018 and December 31, 2017 and December 31, 2016, respectively | [1] | |||
Common stock of $0.01 par value; Authorized: 220,000,000 as of June 30, 2018 and December 31, 2017 and December 31, 2016; issued and outstanding: 2,224,569 and 2,013,193 and 1,067,777 shares as of June 30, 2018, and December 31, 2017 and December 31, 2016, respectively | 30 | 27 | 18 | |
Additional paid-in capital | 31,454 | 30,561 | 14,713 | |
Accumulated deficit | (23,986) | (20,624) | (13,035) | |
Total shareholders' equity | 7,498 | 9,964 | 1,696 | |
Total liabilities and shareholders' equity | $ 8,592 | $ 11,020 | $ 3,368 | |
[1] | Less than 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Temporary equity, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Temporary equity, shares issued | 721,107 | 721,107 | 721,107 | |||
Temporary equity, shares outstanding | 721,107 | 721,107 | 721,107 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 1,001 | 4,001 | 9,736 | |||
Preferred stock, shares outstanding | 1,001 | 4,001 | 9,736 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized | 220,000,000 | 220,000,000 | 220,000,000 | |||
Common stock, shares issued | 2,224,569 | [1] | 2,013,193 | [2],[3] | 1,067,777 | [2] |
Common stock, shares outstanding | 2,224,569 | [1] | 2,013,193 | [1],[2] | 1,067,777 | [2] |
September 4, 2018 [Member] | ||||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | |||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. | |||||
[2] | December 31 2017 and 2016 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. | |||||
[3] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||||||||
Income Statement [Abstract] | |||||||||||||
Research and development expenses, net | $ 747 | $ 377 | $ 1,130 | $ 561 | $ 1,100 | $ 901 | |||||||
General and administrative expenses | 1,145 | 885 | 2,277 | 1,934 | 4,167 | 8,734 | |||||||
Operating loss | (1,892) | (1,262) | (3,407) | (2,495) | (5,267) | (9,635) | |||||||
Financing income (expenses), net | (1) | (2,246) | 45 | (2,320) | 2,322 | 28 | |||||||
Net loss | $ (1,893) | $ (3,508) | $ (3,362) | $ (4,815) | $ (7,589) | $ (9,663) | |||||||
Net loss per share, basic and diluted | [1] | $ (0.6) | [2] | $ (1.35) | [2] | $ (1.2) | [2] | $ (1.95) | [2] | $ (2.67) | $ (5.94) | ||
Weighted-average number of common shares outstanding, basic and diluted | 2,855,428 | [1],[2] | 1,940,561 | [1],[2] | 2,809,754 | [1],[2] | 1,877,701 | [1],[2] | 2,201,992 | [3] | 963,047 | [3] | |
[1] | Share data for periods prior to the reverse recapitalization represents the legal equity structure of Microbot 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] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||
[3] | December 31 2017 and 2016 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity - USD ($) $ in Thousands | Preferred A Shares Microbot Medical Ltd. (Pre - Merger) [Member] | [1] | Preferred A Shares [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Temporary Equity [Member] | |||||
Balance at Dec. 31, 2015 | $ 87 | [1] | $ 9 | [2] | $ 3,212 | $ (3,372) | $ (64) | ||||||
Balance, shares at Dec. 31, 2015 | 8,708,132 | [1] | 888,188 | [2] | |||||||||
Conversion of convertible notes and exercise of warrants issued upon conversion | $ 48 | [1] | [2] | 1,803 | 1,851 | ||||||||
Conversion of convertible notes and exercise of warrants issued upon conversion, shares | 4,746,237 | [1] | [2] | ||||||||||
Effect of reverse recapitalization | $ (135) | [1] | $ 10 | [2] | 597 | 472 | |||||||
Effect of reverse recapitalization, shares | (13,454,369) | [1] | 1,030,957 | [2] | |||||||||
Common stock classified as temporary equity | [1] | [2] | (500) | (500) | 500 | ||||||||
Beneficial Conversion Feature recorded on convertible debt acquired in reverse recapitalization | [1] | [2] | 2,029 | 2,029 | |||||||||
Transaction costs incurred in reverse recapitalization | [1] | $ 5 | [2] | 6,890 | 6,895 | ||||||||
Transaction costs incurred in reverse recapitalization, shares | [1] | 525,706 | [2] | ||||||||||
Cancellation of ordinary shares and issuance of preferred shares | [1],[3] | $ (6) | [2] | 6 | |||||||||
Cancellation of ordinary shares and issuance of preferred shares, shares | 9,736 | [1] | (655,967) | [2] | |||||||||
Share based compensation | [1] | [2] | 676 | $ 676 | |||||||||
Exercise of options, shares | [4],[5] | ||||||||||||
Net loss | [1] | [2] | (9,663) | $ (9,663) | |||||||||
Balance at Dec. 31, 2016 | [1],[3] | $ 18 | [2],[6] | 14,713 | (13,035) | 1,696 | 500 | ||||||
Balance, shares at Dec. 31, 2016 | 9,736 | [1] | 1,788,884 | [2],[6],[7] | |||||||||
Share based compensation | [1] | [2],[3],[6] | 479 | 479 | |||||||||
Share based compensation, shares | [1] | 8,085 | [2],[6] | ||||||||||
Issuance of common stock | [1] | $ 3 | [2],[6] | 12,699 | 12,702 | ||||||||
Issuance of common stock, shares | [1] | 299,815 | [2],[6] | ||||||||||
Exercise of options | [1] | [2],[3],[6] | [3] | ||||||||||
Exercise of options, shares | [1] | 31,787 | [2],[6] | 31,453 | [4],[5] | ||||||||
Cashless exercise of warrants | [1] | [2],[3],[6] | |||||||||||
Cashless exercise of warrants, shares | [1] | 24 | [2],[6] | ||||||||||
Extinguishment of convertible notes and issuance of preferred A shares | [1],[3] | [2],[6] | 2,676 | 2,676 | |||||||||
Extinguishment of convertible notes and issuance of preferred A shares, shares | 3,255 | [1] | [2],[6] | ||||||||||
Conversion of preferred A shares to common stock | [1],[3] | $ 6 | [2],[6] | (6) | |||||||||
Conversion of preferred A shares to common stock, shares | (8,990) | [1] | 605,705 | [2],[6] | |||||||||
Net loss | [1] | [2],[6] | (7,589) | (7,589) | |||||||||
Balance at Dec. 31, 2017 | [1],[3] | $ 27 | [2],[6] | 30,561 | (20,624) | 9,964 | 500 | ||||||
Balance, shares at Dec. 31, 2017 | 4,001 | [1] | 2,734,300 | [2],[6],[7] | |||||||||
Share based compensation | [6] | 822 | $ 822 | ||||||||||
Share based compensation, shares | [6] | ||||||||||||
Issuance of common stock, shares | |||||||||||||
Exercise of options | [6] | ||||||||||||
Exercise of options, shares | 2,487 | [6] | 2,487 | [5] | |||||||||
Conversion of preferred A shares to common stock | [3] | $ 2 | [6] | (2) | |||||||||
Conversion of preferred A shares to common stock, shares | (3,000) | 202,151 | [6] | ||||||||||
Shares issued as consideration-vendor | $ 1 | [6] | 73 | 74 | |||||||||
Shares issued as consideration-vendor, shares | 6,738 | [6] | |||||||||||
Net loss | [6] | (3,362) | (3,362) | ||||||||||
Balance at Jun. 30, 2018 | [3] | $ 30 | [6] | $ 31,454 | $ (23,986) | $ 7,498 | $ 500 | ||||||
Balance, shares at Jun. 30, 2018 | 1,001 | 2,945,676 | [6],[7] | ||||||||||
[1] | Share data for periods prior to the reverse recapitalization represents the legal equity structure of Microbot 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 2017, 2016 and 2015 share data represent the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. | ||||||||||||
[3] | Less than 1 | ||||||||||||
[4] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||
[5] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||
[6] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. | ||||||||||||
[7] | Includes 721,107 common stock classified as temporary equity. |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholder's Equity (Parenthetical) - shares | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Temporary equity | 721,107 | 721,107 | 721,107 | |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 28, 2016 | |||
OPERATING ACTIVITIES | |||||||||
Net loss | $ (1,893) | $ (3,508) | $ (3,362) | $ (4,815) | $ (7,589) | $ (9,663) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Depreciation | 13 | 6 | 23 | 12 | 21 | 10 | |||
Interest and revaluation of convertible notes, net | 66 | 237 | |||||||
Interest and amortization of discount on convertible notes | 237 | 333 | |||||||
Share-based transaction costs incurred in reverse recapitalization | 7,258 | ||||||||
Financing loss on debt extinguishment | 2,364 | 2,364 | 2,364 | ||||||
Changes in fair value of derivative warrant liability | (1) | (187) | (14) | (275) | (285) | (262) | |||
Shares issued as consideration-vendor | 74 | 74 | |||||||
Share-based compensation expense | 406 | 154 | 822 | 154 | 479 | 676 | |||
Changes in assets and liabilities: | |||||||||
Other receivables | (60) | (165) | (138) | (268) | (14) | 538 | |||
Other payables and accrued liabilities | 112 | (161) | 52 | 396 | (69) | 324 | |||
Net cash used in operating activities | (1,349) | (1,431) | (2,543) | (2,198) | (4,856) | (786) | |||
INVESTMENT ACTIVITIES | |||||||||
Increase in restricted cash | (27) | (27) | (27) | ||||||
Purchase of property and equipment | (91) | (6) | (224) | (28) | (58) | (25) | |||
Net cash used in investing activities | (91) | (33) | (224) | (55) | (85) | (25) | |||
FINANCING ACTIVITIES | |||||||||
Acquisition of a subsidiary in connection with reverse recapitalization | 269 | ||||||||
Transaction costs incurred in reverse recapitalization | (347) | ||||||||
Outflow (inflow) in connection with current assets and liabilities acquired in reverse recapitalization, net | 126 | (82) | 317 | 2,002 | |||||
Exercise of warrants issued upon conversion of notes | 409 | ||||||||
Issuance of common stock, net of issuance costs | 9,414 | 12,704 | 12,702 | ||||||
Issuance of convertible notes | 750 | ||||||||
Net cash provided by financing activities | 9,540 | 12,622 | 13,019 | 3,083 | |||||
Net increase (decrease) in cash and cash equivalents and restricted cash | (1,440) | 8,076 | (2,767) | 10,369 | 8,078 | 2,272 | |||
Cash and cash equivalents and restricted cash at the beginning of the period | 9,487 | 5,002 | 10,814 | 2,709 | 2,709 | 437 | |||
Cash and cash equivalents and restricted cash at the end of the period | 8,047 | 13,078 | 8,047 | 13,078 | 10,814 | 2,709 | |||
Non-cash financing transactions: | |||||||||
Cashless exercise of warrants | [1] | [1] | |||||||
Conversion of preferred A shares into common shares | $ 15 | $ 2,083 | $ 30 | $ 2,083 | 90 | ||||
Extinguishment of convertible notes in exchange for preferred A shares | $ 2,083 | ||||||||
Assets acquired (liabilities assumed): | |||||||||
Current assets excluding cash and cash equivalents | $ (3,618) | ||||||||
Current liabilities | 811 | ||||||||
Derivative warrant liability | 575 | ||||||||
Convertible note | 2,029 | ||||||||
Reverse recapitalization effect on equity | 472 | ||||||||
Cash acquired in connection with reverse recapitalization | $ 269 | ||||||||
[1] | Less than 1 |
General
General | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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 Cyto Therapeutics, 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 1,788,884 shares (26,550,974 shares before the Reverse Split described below) 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 176,182 shares (2,614,916 shares before the Reverse Split) 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 conducted research, development, and commercialization of stem cell therapeutics and related technologies. The sale of substantially 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 June 30, 2018, the Company had cash and cash equivalent balance of approximately $8,020, which management 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. Due to continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future. 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 and others. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. 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. D. Reverse Stock Split On September 4, 2018, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to affect a one-for-15 reverse stock split of the Company’s common stock (the “Reverse Split”). As a result of the Reverse Split, every 15 shares of the Company’s old common stock will be converted into one share of the Company’s new common stock. Fractional shares resulting from the Reverse Split will be rounded up to the nearest whole number. The Reverse Split automatically and proportionately adjusted, based on the one-for-fifteen split ratio, all issued and outstanding shares of the Company’s common stock, as well as common stock underlying convertible preferred stock, stock options, warrants and other derivative securities outstanding at the time of the effectiveness of the Reverse Split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of this Reverse Split. References to numbers of shares of common stock and per share data in the accompanying financial statements and notes thereto have been adjusted to reflect the Reverse Split on a retroactive basis. | 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 Cyto Therapeutics, 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 0.2 shares (2.9 shares before the Reverse Split described below) of the Company’s common stock, par value $0.01 per share, after giving effect to a one for nine reverse stock splits of the date of the merger, for an aggregate of 1,788,884 shares (26,550,974 shares before the Reverse Split) 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 176,181 shares (2,614,916 shares before the Reverse Split) of the Company’s common stock. Additionally, the Company issued an aggregate of 525,706 restricted shares (7,802,639 restricted shares before the Reverse Split) 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 cash and cash equivalent balance of $9.5 million, which management 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. Due to continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future. 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. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. 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. D. Reverse Stock Split On September 4, 2018, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to affect a one-for-15 reverse stock split of the Company’s common stock (the “Reverse Split”). As a result of the Reverse Split, every 15 shares of the Company’s old common stock will be converted into one share of the Company’s new common stock. Fractional shares resulting from the Reverse Split will be rounded up to the nearest whole number. The Reverse Split automatically and proportionately adjusted, based on the one-for-fifteen split ratio, all issued and outstanding shares of the Company’s common stock, as well as common stock underlying convertible preferred stock, stock options, warrants and other derivative securities outstanding at the time of the effectiveness of the reverse stock split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of this Reverse Split. References to numbers of shares of common stock and per share data in the accompanying financial statements and notes thereto have been adjusted to reflect the Reverse Split on a retroactive basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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: Unaudited Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). Operating results for the six-month period ended June 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements. Recent Accounting Standards In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The adoption of this standard did not have a material impact on our interim consolidated statements of comprehensive loss since the Company has not yet generated revenues to date. In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 5) and will likely have an insignificant impact on the consolidated statements of comprehensive loss. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 4 which upon adoption of the new standard are expected to be classified as equity. | 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 and accrued liabilities 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 costs 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 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”). 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, G. Basic and diluted net loss per share Basic net loss per share is computed by dividing net loss, as adjusted to include s 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”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2017 and December 31, 2016, since all such securities have an anti-dilutive effect. 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 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 accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees” (“FASB ASC 505-50”). Under FASB ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. 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 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. Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2017, and 2016, the Company had a full valuation allowance against deferred tax assets. N. Recent Accounting Standards: In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The Company has not yet generated revenues to date, and does not yet know the impact the standard may have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 9) and will likely have an insignificant impact on the consolidated statements of comprehensive loss. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 “Restricted Cash” to provide guidance on the presentation of restricted cash in the statement of cash flows. Currently, the statement of cash flows explained the change in cash and cash equivalents for the period. The ASU requires that the statement of cash flows explain the change in cash, cash equivalents and restricted cash for the period. The ASU is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company does not expect the adoption to have a material effect on the statements of cash flows as the Company’s restricted cash is not expected to be material. In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect to change terms or conditions of share-based payment awards, and therefore, does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 8 which upon adoption of the new standard are expected to be classified as equity. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 3 - OTHER CURRENT ASSETS As of December 31, 2017 2016 (in thousands) Deposit in escrow account (*) $ - $ 400 Government institutions 35 15 Prepaid expenses and others 81 191 $ 116 $ 606 (*) 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”). 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 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 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 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. As of December 31, 2017, the Company received $320 from the escrow account and paid $80 to certain consultant relating to BOCO transaction. The opening balance sheet as of the Merger date included a receivable balance with respect to sale of the Assets of $3.5 which fully collected as of December 31 2017. |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | NOTE 4 - FIXED ASSETS, NET As of December 31, 2017 2016 (in thousands) Cost: Research equipment and software $ 76 $ 54 Furniture and office equipment 92 56 168 110 Accumulated Depreciation: Research equipment and software 42 29 Furniture and office equipment 36 28 78 57 $ 90 $ 53 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 5 - ACCRUED LIABILITIES As of December 31, 2017 2016 (in thousands) Employees $ 64 $ 102 Government institution 56 24 Other current liabilities 330 145 $ 450 $ 271 |
Convertible Loan from Sharehold
Convertible Loan from Shareholders | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Convertible Loan from Shareholders | NOTE 3 - CONVERTIBLE LOAN FROM SHAREHOLDERS 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 6.0% secured note (the “Note”) to Alpha Capital Anstalt (“Alpha Capital”), in the principal amount of $2,000, 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 bore interest at 6% 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 was 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 $2,029, 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 was 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 $9.6 ($0.64 before the Reverse Split), subject to adjustments as provided in the Exchange Agreement. | NOTE 6 - 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. 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 $410. 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. On November 28, 2016, upon the consummation of the Merger, the loan was converted into an aggregate of 151,119 shares (2,242,939 shares before the Reverse Split) 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 was 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 was measured based on observable inputs as the fixed monetary value of the variable number 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 6.0% secured note (the “Note”) to Alpha Capital Anstalt (“Alpha Capital”), in the principal amount of $2,000, 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 6% 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 $2,029, 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 was 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 $9.60 ($0.64 before the Reverse Split), subject to adjustments as provided in the Exchange Agreement. Pursuant to the terms of the Convertible Note, the Company was 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 contained 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 (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 of the Assumed Consideration was recorded in equity with a corresponding discount on the Convertible Note, to be amortized over its term through maturity. See also Note 10 – Securities Exchange Agreements with Alpha Capital. The carrying value of the Convertible Note as of the periods below was calculated as follow: As of December 31, 2017 2016 (in thousands) Convertible note $ - $ 2,029 Unamortized discount - (1,963 ) Accrued interest - 10 $ - $ 76 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Warrant Liabilities | NOTE 4 - DERIVATIVE WARRANT LIABILITIES The remaining outstanding warrants and terms as of June 30, 2018 and December 31, 2017 is as follows (*): Issuance date Outstanding as of December 31, 2017 Outstanding as of June 30, 2018 Exercise Price Exercisable as of June 30, 2018 Exercisable Through Series A (2013) 3,895 3,895 $ 2,885 3,895 October 2018 Series A (2013) 183 183 $ 2,725 183 April 2023 Series A (2015) 683 683 $ 1,363 683 April 2020 Series A (2016) (a) 625 - $ - - March 2018 Series B (2016) (a) 2,770 2,770 $ 40 2,770 March 2022 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. 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 June 30, 2018 and December 31, 2017, was approximately $14 and $28, 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 3 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. In March 2017, an institutional holder executed a cashless exercise of 768 warrants and 359 shares of Common Stock were issued in connection therewith. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of June 30, 2018 and December 31, 2017(**): Series A (2011) Series A (2013) Series A (2013) Series A (2015) Series A (2016) Series B (2016) Total Balances at December 31, 2017 $ - $ - $ - $ - $ (* ) $ 28 $ 28 Exercised - - - - - - - expiration - - - - (* ) - (* ) Changes in fair value - - - - - (14 ) (14 ) Balances at June 30, 2018 $ - $ - $ - $ - $ - $ 14 $ 14 (*) Less than 1 (**) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of June 30, 2018 and December 31, 2017(*): As of June 30, 2018 As of December 31, 2017 Series A (2016) Series B (2016) Series A (2016) Series B (2016) Share price — $ 11 $ 15.1 $ 15.1 Exercise price — $ 40 $ 40 $ 40 Expected volatility — 102.8 % 60 % 119 % Risk-free interest — 2.39 % 1.24 % 1.89 % Dividend yield — — — — Expected life of up to (years) — 3.75 0.25 4.25 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. Activity in such liabilities measured on a recurring basis is as follows: Derivative Warrant Liabilities As of December 31, 2017 $ 28 Revaluation of warrants (14 ) As of June 30, 2018 $ 14 Derivative Warrant Liabilities As of December 31, 2016 $ 313 Revaluation of warrants (285 ) Exercise warrants (* ) As of December 31, 2017 $ 28 (*) Less than 1 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 or increase in volatility would not have materially changed the value of the warrants. 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. | NOTE 7 - 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 $4.45 ($0.30 before the Reverse Split) 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 of $4.45 ($0.30 before the Reverse Split) per share. Subsequent to the reset of the exercise price, an aggregate of 35,831 (531,814 before the Reverse Split) (from an outstanding aggregate of 38,948 (578,081 before the Reverse Split)) 2011 Series A Warrants were exercised. For the exercise of these warrants, the Company issued 35,831 shares (531,814 shares before the Reverse Split) of its common stock prior to the Merger. The remaining outstanding warrants and terms as of December 31, 2017 and 2016 is as follows: Issuance date Outstanding as of December 31, 2016(*) Outstanding as of December 31, 2017(*) Exercise Price (*) Exercisable as of December 31, 2017(*) Exercisable Through Series A (2011) 4,327 - $ 2,244 - December 2016 Series A (2013) 3,895 3,895 $ 2,885 3,895 October 2018 Series A (2013) 183 183 $ 2,725 183 April 2023 Series A (2015) 683 683 $ 1,363 683 April 2020 Series A (2016)(a) 677 625 $ 40 625 March 2018 Series B (2016)(a) 2,770 2,770 $ 40 2,770 March 2022 (*) December 31 2017 and 2016 warrants data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. 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 December 31, 2017 and December 31, 2016, was approximately $28 and $313, 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. b) In March 2017, an institutional holder executed a cashless exercise of 51 warrants (768 before the Reverse Split) and 24 shares (359 shares before the Reverse Split) of Common Stock were issued in connection therewith. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2017 and December 31, 2016 (in thousands)(**): Series Series A (2013) Series A (2013) Series A (2015) Series A (2016) Series B (2016) Total (in thousands) Balances at December 31, 2016 $ - $ 12 $ 9 $ 22 $ 43 $ 227 $ 313 Exercised - - - - - - - Cancelled - - - - - - - Changes in fair value - (12 ) (9 ) (22 ) (43 ) (199 ) (285 ) Balances at December 31, 2017 $ - $ - $ - $ - $ (*) $ 28 $ 28 (*) Less than 1 (**) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2017 and December 31, 2016: As of December 31, 2017(*) As of December 31, 2016(*) Series A (2016) Series B (2016) Series A (2016) Series B (2016) Share price $ 15.1 $ 15.1 $ 90.5 $ 90.5 Exercise price $ 40 $ 40 $ 40 $ 40 Expected volatility 60 % 119 % 380 % 380 % Risk-free interest 1.24 % 1.89 % 0.85 % 1.93 % Dividend yield — — — — Expected life of up to (years) 0.25 4.25 1.2 5.2 (*) December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. Activity in such liabilities measured on a recurring basis is as follows: Derivative warrant liabilities (in thousands) As of December 31, 2016 $ 313 Revaluation of warrants (285 ) Exercise warrants (* ) As of December 31, 2017 $ 28 (*) Less than 1 Derivative warrant liabilities (in thousands) As of November 30, 2016 $ 575 Revaluation of warrants (262 ) Exercise warrants (* ) As of December 31, 2016 $ 313 (*) Less than 1 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 $27; a 5.0% increase in volatility would increase the value of the warrants to $29. 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 and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 5 - COMMITMENTS AND CONTINGENCIES Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through June 30, 2018 in the total amount of approximately $1,310 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 December 2016, the Company entered into car lease agreements, which will end on December 31, 2019. According to the lease agreement, the monthly car lease payment is approximately $2.5. In May 2017, the Company entered into an office lease agreement effective from February 1, 2018, with a term ending on December 31, 2020. According to the lease agreement, the monthly office lease payment is approximately $14. Compensation Liability The Company incurred compensation commitments of approximately $400 to a former executive that management estimates as remote that this amount will ever be paid out and therefore is not reflected in these consolidated financial statements. 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 are collaborating to determine the effectiveness of the Company’s self-cleaning shunt. The study in Washington U. includes several phases. The first phase (initial research) was completed. The parties are in the final stage of planning the next phase, including the related various costs. 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. Litigation The Company is named as the defendant in a lawsuit, captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, pending in the Supreme Court of the State of New York, County of New York. The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the June 8, 2017 equity financing of the Company (the “Financing”), of which the Plaintiffs participated. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $3,375 purchase price with respect to the Financing, and damages in an amount to be determined at trial but alleged to exceed $1 million. The parties presently are engaged in discovery. Due to the early stage in the ligation process, management is unable to assess the likelihood of the claim and the amount of potential damages, if any, to be awarded. Management believes that the claims made against it are without merit and intends to vigorously defend itself against these claims. Tolling and Standstill Agreement On April 4, 2018, the Company entered into a Tolling and Standstill Agreement (the “Tolling Agreement”) with Empery Asset Master, Ltd., Empery Tax Efficient LP, Empery Tax Efficient II LP, and Hudson Bay Master Fund, Ltd., the other investors in the Financing (the “Other Investors”). Pursuant to the Tolling Agreement, among other things, (a) the Other Investors agree not to bring any claims against the Company arising out of the Matter, (b) the parties agree that if the Company reaches an agreement to settle the claims asserted by the Sabby Funds in the above suit, the Company will provide the same settlement terms on a pro rata basis to the Other Investors, and the Other Investors will either accept same or waive all of their claims and (c) the parties froze in time the rights and privileges of each party as of the effective date of the Tolling Agreement, until (i) an agreement to settle the suit is executed; (ii) a judgment in the suit is obtained; or (iii) the suit is otherwise dismissed with prejudice. Agreement with CardioSert Ltd. On January 4, 2018, Microbot Israel entered into an agreement with CardioSert Ltd. (“CardioSert”) to acquire certain patent-protected technology owned by CardioSert (the “Technology”). Pursuant to the Agreement, Microbot Israel made an initial payment of $50 to CardioSert and has 90-days to elect to complete the acquisition. At the end of the 90-day period, at Microbot Israel’s sole option, CardioSert shall assign and transfer the Technology to Microbot Israel and Microbot Israel shall pay to CardioSert additional amounts and securities as determined in the agreement. On April 10, 2018, Microbot delivered an Exercise Notice to CardioSert Ltd., notifying it that Microbot elected to exercise the option to acquire the Technology owned by CardioSert and therefore made an additional cash payment of $250 and 6,738 common shares (100,000 common shares before the Reverse Split) estimated of $74. (see note 6). The agreement may be terminated by Microbot Israel at any time for convenience upon 90-days’ notice. The agreement may be terminated by CardioSert in case the first commercial sale does not occur by the third anniversary of the date of signing of the agreement except if Microbot Israel has invested more than $2,000 in certain development stages, or the first commercial sale does not occur within 50 months. In each of the above termination events, or in case of breach by Microbot Israel, CardioSert shall have the right to buy back the Technology from Microbot Israel for $1.00, upon 60 days prior written notice, but only 1 year after such termination. Additionally, the agreement may be terminated by either party upon breach of the other (subject to cure). CardioSert agreed to assist Microbot Israel in the development of the Technology for a minimum of one year, for a monthly consultation fee of NIS 40,000 covering up to 60 consulting hours per month. Agreement with Mr Simon Sharon Effective as of April 1, 2018, the Company hired Simon Sharon as the Company’s Chief Technology Officer. Pursuant to the terms thereof, among other things, Mr. Sharon is entitled to options to purchase 10,000 shares (150,000 shares before the Reverse Split) of the Company’s common stock, subject and pursuant to the Company’s 2017 Equity Incentive Plan. | NOTE 8 - COMMITMENTS AND CONTIGENCIES Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through December 31, 2017 in the total amount of approximately $1,183 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 February 28, 2018. According to the lease agreement, the monthly office lease payment is approximately $3. In December 2016, the Company entered into a cars lease agreement, which will end on December 31, 2019. According to the lease agreement, the monthly car lease payment is approximately $2.5. In May 2017, the Company entered into an office lease agreement effective from February 1, 2018, with a term ending on December 31, 2020. According to the lease agreement, the monthly office lease payment is approximately $14 Compensation liability The Company incurred compensation commitments of approximately $400 to a former executive that management estimates as remote that this amount will ever be paid out and therefore is not reflected in these consolidated financial statements. 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 study in WU includes several phases. The first phase (initial research) was completed. The parties are in the final stage of planning the next phase, including the related various costs. Litigation The Company is named as the defendant in a lawsuit, captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, pending in the Supreme Court of the State of New York, County of New York. The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the June 8, 2017 equity financing of the Company (the “Financing”), of which the Plaintiffs participated. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $3,375 purchase price with respect to the Financing, and damages in an amount to be determined at trial, but alleged to exceed $1 million. The parties presently are engaged in discovery. Due to the early stage in the ligation process, management is unable to assess the likelihood of the claim and the amount of potential damages, if any, to be awarded. Management believes that the claims made against it are without merit and intends to vigorously defend itself against these claims. See Note 16 – Subsequent Events, below. |
Share Capital
Share Capital | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Share Capital | NOTE 6 - SHARE CAPITAL Each share of the Series A Convertible Preferred Stock, par value $0.01 per share, issued by the Company in December 2016 and in May 2017 (the “Series A Convertible Preferred Stock”), 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. Exercise of Warrants On March 2017, an institutional holder exercised, in a cashless transaction, 52 warrants (768 warrants before the spilt) and 24 shares (359 shares before the Reverse Split) of Common Stock were issued in connection therewith. 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 and 1,000,000 shares of undesignated preferred stock, par value $0.01 (the “Preferred Stock”). As of March 31, 2018, the Company had 2,837,863 shares (42,120,127 shares before the Reverse Split) of Common Stock issued and outstanding, and 2,464 shares of Series A Convertible Preferred Stock issued and outstanding. On December 27, 2016, the Company exchanged 655,962 shares (9,735,925 shares before the Reverse Split) or rights to acquire shares of its Common Stock, for 656 shares (9,736 shares before the Reverse Split) of a newly designated class of Series A Convertible Preferred Stock. 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 47,163 shares (700,000 shares before the Reverse Split) of Common Stock in a registered direct offering for $74 per share ($5.00 per share before the Reverse Split) or gross proceeds of $3,500. The Company paid the placement agent a fee of $210 plus reimbursement of out-of-pocket expenses, as well as other offering-related expenses. On June 5, 2017, the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Investors”) providing for the issuance and sale by the Company to the Investors of an aggregate of 252,658 shares (3,750,000 shares before the Reverse Split) of Common Stock, at a purchase price per share of $40 ($2.70 before the Reverse Split). The gross proceeds to the Company was $10,125 before deducting placement agent fees and offering expenses of $922. Employee Stock Option Grant In September 2014, Microbot Israel’s board of directors approved a grant of 26,906 stock options (403,592 stock options before the Reverse Split) (77,846 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 $12 ($0.8 before the Reverse Split) ($4.2 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 33,333 stock options (500,000 stock options before the Reverse Split) (96,482 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 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 $20.25 ($1.35 before the Reverse Split) ($7.05 as retroactively adjusted to reflect the Merger) at the date of grant. On September 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of Common Stock to directors, officers and employees of the Company and to other individuals. On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 120,848 shares (1,812,712 shares before the Reverse Split) of Common Stock to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, at an exercise price per share of $15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3-5 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $339 and $0 included in general and administrative expenses for the period ended June 30, 2018 and 2017 respectively. On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 72,508 shares (1,087,627 shares before the Reverse Split) of Common Stock to Mr. Hezi Himelfarb, the company’s General Manager, COO and a member of the Board, at an exercise price per share of $19.35 ($1.29 before the Reverse Split). The grant was subject to the Israeli Tax Authority’s approval of the plan which occurred on October 14, 2017. In accordance with the option agreement, the options vest for period of 3 years starting from the grand date. As a result, the Company recognized compensation expenses in the amount of $231 and $0 included in general and administrative expenses for the period ended June 30, 2018 and 2017 respectively. On December 6, 2017, the board of directors approved a grant of 12,698 stock options (190,475 stock options before the Reverse Split) to purchase an aggregate of up to 12,698 shares of Common Stock to certain of its directors, at an exercise price per share of $15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $41 and $0 included in general and administrative expenses for the period ended June 30, 2018 and 2017 respectively. On December 28, 2017, the board of directors approved a grant of 66,036 stock options (990,543 stock options before the Reverse Split) to purchase an aggregate of up to 66,036 shares of Common Stock to certain of its employees, at an exercise price per share of $15.3 ($1.02 before the Reverse Split) The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $211 and $0 included in general and administrative expenses and research and development expenses for the period ended June 30, 2018 and 2017 respectively. On November 2017, certain employees and consultant exercised 31,453 options (471,794 options before the Reverse Split) to 31,453 ordinary shares at exercise price of 0.001 NIS. In February 2018, an employee exercised options to purchase 2,487 (37,300 shares of common stock before the Reverse Split) at an exercise price of $0.001 per share A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: For the six months ended June 30, 2018(*) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 414,965 $ 11.7 $ 1,859 Granted - - - Exercised (2,487 ) - - Cancelled - - - Outstanding at end of period 412,478 $ 11.7 $ 1,259 Vested and expected-to-vest at end of period 205,024 $ 6.9 $ 1,248 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. For the year ended December 31, 2017(*) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 174,328 $ 1.95 $ 3,739 Granted 272,090 16.5 - Exercised (31,453 ) - - Cancelled - - - Outstanding at end of period 414,965 $ 11.7 $ 1,859 Vested and expected-to-vest at end of period 142,875 $ 1.95 $ 1,375 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Common Stock 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.) as of June 30, 2018 and December 31, 2017 respectively. The stock options outstanding as of June 30, 2018 and December 31, 2017, separated by exercise prices, are as follows(**): Exercise price $ Stock options outstanding as of June 30, 2018 Stock options outstanding as of December 31, 2017 Weighted average remaining contractual life – years as of June 30, 2018 Weighted average remaining contractual life – years as of December 31, 2017 Stock options exercisable as of June 30, 2018 Stock options exercisable as of December 31, 2017 4.2 77,846 77,846 7.50 8.0 77,846 77,846 15.75 133,546 133,546 9.25 9.75 32,133 - 19.35 72,508 72,508 9.25 9.75 18,127 - 15.3 66,036 66,036 9.50 10 14,376 - (*) 62,542 65,029 8.25 8.75 62,542 65,029 412,478 414,965 8.80 9.3 205,024 142,875 (*) Less than 0.01 (**) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the six-month ended June 31, 2018 and the year ended December 2017 was $ 822 and $ 254, 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: Six months ended June 30, 2018 Year ended December 31, 2017 Expected volatility 109 % 122.5 % Risk-free interest 2.39 % 1.64 % Dividend yield 0 % 0 % Expected life of up to (years) 2.75 6.25 Shares issued to service provider In connection with the Merger, the Company issued an aggregate of 525,706 restricted shares (7,802,639 restricted shares before the Reverse Split) of its Common Stock to certain advisors. The fair value of the award of approximately $10,000 was estimated based on the share price of the Common Stock of $19.2 ($1.28 before the Reverse Split) 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 $7,300 was included in general and administrative expenses in the Statements of Comprehensive Loss. During 2017, the Company issued an aggregate of 8,085 nonrefundable shares (120,000 nonrefundable shares before the Reverse Split) of Common Stock to a consultant as part of investor relations services. The Company recorded expenses of approximately $225 with respect to the issuance of these shares included in general and administrative expenses. On May 24, 2018 the Company issued an aggregate of 6,738 nonrefundable shares (100,000 nonrefundable shares before the Reverse Split) of Common Stock to CardioSert as part of certain patent acquisition. The Company recorded expenses of approximately $74 with respect to the issuance of these shares included in research and development expenses. 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 655,967 shares (9,736,000 shares before the Reverse Split) 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 655,967 shares (9,735,925 shares before the Reverse Split) 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 1,786,684 (26,518,315 before the Reverse Split). On May 9, 2017, the Company entered into a Securities Exchange Agreement with Alpha Capital pursuant to which the Company agreed to issue 3,254 shares of the Series A Convertible Preferred Stock, in exchange for the full satisfaction, termination and cancellation of the outstanding 6% convertible promissory note of the Company in the principal amount of approximately $2,029 issued on November 28, 2016 and held by Alpha Capital. The Series A Convertible Preferred Stock is the same series of securities as the Company’s existing Series A Convertible Preferred Stock issued in December 2016. As a result of the extinguishment of the convertible note and issuance of the preferred shares, the Company recorded a financial loss in the amount of $2,360 . During the year 2017, the holder of the Series A Convertible Preferred Stock converted 8,990 shares of the Series A Convertible Preferred Stock for 605,705 shares (8,990,000 shares before the Reverse Split) of Common Stock, pursuant to the terms of conversion of the Series A Convertible Preferred Stock. For the six-month ended June 30, 2018, the holder of the Series A Convertible Preferred Stock converted 3,000 shares of the Series A Convertible Preferred Stock for 202,151 shares (3,000,000 shares before the Reverse Split) of Common Stock, pursuant to the terms of conversion of the Series A Convertible Preferred Stock. Repurchase of Shares The Company intends to enter into a definitive agreement with up to three Israeli shareholders, one of which is a director of the Company, that were former shareholders of Microbot Israel, 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 of 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 repurchase 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) as temporary equity. | NOTE 9 - SHARE CAPITAL Each share of the Series A Convertible Preferred Stock, par value $0.01 per share, issued by the Company in December 2016 and in May 2017 (the “Series A Convertible Preferred Stock”), is convertible, at the option of the holder, into 67 shares ( 1,000 shares before the Reverse Split) of Common Stock, and confer upon the holder dividend rights on an as converted basis. Exercise of Warrants On March 2017, an institutional holder exercised, in a cashless transaction, of 52 warrants ( 768 before the Reverse Split) and 24 shares ( 359 shares before the Reverse Split) of Common Stock were issued in connection therewith. 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 and 1,000,000 shares of undesignated preferred stock, par value $0.01 (the “Preferred Stock”). As of December 31, 2017, the Company had 2,734,300 shares (40,583,127 shares before the Reverse Split) of Common Stock issued and outstanding, and 4,001 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 2,442,646 shares (36,254,240 shares before the Reverse Split) 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 655,962 shares (9,735,925 shares before the Reverse Split) or rights to acquire shares of its Common Stock, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock. See “- Securities Exchange Agreement with Alpha Capital” below. See also Note 6 – Securities Exchange Agreement with Alpha Capital, above. 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 47,163 shares (700,000 shares before the Reverse Split) of Common Stock in a registered direct offering for $74 ($5.00 per share before the Reverse Split) or gross proceeds of $3,500. The Company paid the placement agent a fee of $210 plus reimbursement of out-of-pocket expenses, as well as other offering-related expenses. On June 5, 2017, the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Investors”) providing for the issuance and sale by the Company to the Investors of an aggregate of 252,658 shares (3,750,000 shares before the Reverse Split) of Common Stock, at a purchase price per share of $40 ($2.70 per share before the Reverse Split). The gross proceeds to the Company was $10,125,000 before deducting placement agent fees and offering expenses of $922. Employee stock option grant: In September 2014, Microbot Israel’s board of directors approved a grant of 26,906 (403,592 stock options before the Reverse Split) (77,846 stock options as retroactively adjusted to reflect the Merger and the Reverse Split) to its CEO, through MEDX Venture Group LLC. Each option was exercisable into an ordinary share, at an exercise price of $12 ($0.8 before the Reverse Split) ($4.2 as retroactively adjusted to reflect the Merger and the Reverse Split). 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 33,333 stock options (500,000 stock options before the Reverse Split) (96,482 as retroactively adjusted to reflect the Merger and the Reverse Split) 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 included in general and administrative expenses. As the exercise price of the stock options is nominal, Microbot Ltd estimated the fair value of the options as equal to the Company’s share price of $20.25 ($1.35 before the Reverse Split) ($7.05 as retroactively adjusted to reflect the Merger and the Reverse Split) at the date of grant. On September 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of Common Stock to directors, officers and employees of the Company and to other individuals. On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 120,847 shares (1,812,712 shares before the Reverse Split) of Common Stock to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, at an exercise price per share of $15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3-5 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $156 included in general and administrative expenses for the period ended December 31, 2017. On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 72,508 shares (1,087,627 shares before the Reverse Split) of Common Stock to Mr. Hezi Himelfarb, the company’s General Manager, COO and a member of the Board, at an exercise price per share of $19.35 ($1.29 before the Reverse Split). The grant was subject to the Israeli Tax Authority’s approval of the plan which occurred on October 14, 2017. In accordance with the option agreement, the options vest for period of 3 years starting from the grand date. As a result, the Company recognized compensation expenses in the amount of $92 included in general and administrative expenses for the period ended December 31, 2017. On December 6, 2017, the board of directors approved a grant of 12,698 stock options (190,475 stock options before the Reverse Split) to purchase an aggregate of up to 12,698 shares (190,475 shares before the Reverse Split) of Common Stock to certain of its directors, at an exercise price per share of $15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $4 included in general and administrative expenses for the period ended December 31, 2017. On December 28, 2017, the board of directors approved a grant of 66,036 stock options (990,543 stock options before the Reverse Split) to purchase an aggregate of up to 66,036 shares (990,543 shares before the Reverse Split) of Common Stock to certain of its employees, at an exercise price per share of $15.3 ($1.02 before the Reverse Split). The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $95 included in general and administrative expenses for the period ended December 31, 2017. On November, 2017, certain employees and consultant exercised 31,453 options (471,794 options before the Reverse Split) to 31,453 ordinary shares (471,794 ordinary shares before the Reverse Split) at exercise price of 0.001 NIS. 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, 2017(**) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 174,328 $ 1.95 $ 3,739 Granted 272,090 16.5 - Exercised (31,453 ) - - Cancelled - - - 414,965 $ 11.7 $ 1,859 Outstanding at end of period 142,875 $ 1.95 $ 1,375 Vested and expected-to-vest at end of period 174,328 $ 1.95 $ 3,739 For the year ended December 31, 2016(**) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 77,846 $ 4.2 - Granted 96,482 (*) - Exercised - - - Cancelled - - - Outstanding at end of period 174,328 $ 1.95 $ 15,624 Vested and expected-to-vest at end of period 174,328 $ 1.95 $ 15,624 (*) Less than 1 (**) December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Common Stock 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.) as of December 31, 2017 and December 31, 2016 respectively, The stock options outstanding as of December 31, 2017 and December 31, 2016, separated by exercise prices, are 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, (**) $ 2017 2016 2017 2016 2017 2016 4.2 77,846 77,846 8.0 8.0 77,846 77,846 15.75 133,546 - 9.75 - - - 19.35 72,508 - 9.75 - - - 15.3 66,036 - 10 - - - (* ) 65,029 96,482 8.75 9.5 65,029 96,482 414,965 174,328 - - 142,875 174,328 (*) Less than 1 (**) December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. 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, 2017 and 2016 was $ 254 and $ 675, 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, 2017 2016 Expected volatility 122.5 % 77.3 % Risk-free interest 1.64 % 0.6 % Dividend yield 0 % 0 % Expected life of up to (years) 6.25 5.0 Shares issued to service provider In connection with the Merger, the Company issued an aggregate of 525,706 restricted shares (7,802,639 restricted shares before the Reverse Split) of its Common Stock to certain advisors. The fair value of the award of approximately $10,000 was estimated based on the share price of the Common Stock of $19.2 ($1.28 before the Reverse Split) 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 $7,300 was included in general and administrative expenses in the Statements of Comprehensive Loss. During 2017 the Company issued an aggregate of 8, 085 nonrefundable shares (120,000 nonrefundable shares before the Reverse Split) of Common Stock to a consultant as part of investor relations services. The Company recorded expenses of approximately $225 with respect to the issuance of these shares included in general and administrative expenses. 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 655,967 shares (9,736,000 shares before the Reverse Split) 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 655,967 shares (9,735,925 shares before the Reverse Split) 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 1,786,684 (26,518,315 before the Reverse Split). On May 9, 2017, the Company entered into a Securities Exchange Agreement with Alpha Capital pursuant to which the Company agreed to issue 3,254 shares of the Series A Convertible Preferred Stock, in exchange for the full satisfaction, termination and cancellation of the outstanding 6% convertible promissory note of the Company in the principal amount of approximately $2,029 issued on November 28, 2016 and held by Alpha Capital. The Series A Convertible Preferred Stock is the same series of securities as the Company’s existing Series A Convertible Preferred Stock issued in December 2016. As a result of the extinguishment of the convertible note and issuance of the preferred shares, the Company recorded a financial loss in the amount of $2,360 . During the year 2017, the holder of the Series A Convertible Preferred Stock converted 8,990 shares of the Series A Convertible Preferred Stock for 605,705 shares (8,990,000 shares before the Reverse Split) of Common Stock, pursuant to the terms of conversion of the Series A Convertible Preferred Stock. Repurchase of Shares The Company intends to enter into a definitive agreement with up to three Israeli shareholders, some of whom are directors of the Company, that were former shareholders of Microbot Israel, 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 of 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) as temporary equity. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Basic and Diluted Net Loss Per Share | NOTE 7 - 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): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Net loss attributable to shareholders of the Company $ (1,893 ) $ (3,508 ) $ (3,362 ) $ (4,815 ) Net loss attributable to shareholders of preferred shares (76 ) (938 ) (185 ) (1,279 ) Net loss used in the calculation of basic net loss per share $ (1,817 ) $ (2,570 ) $ (3,177 ) $ (3,536 ) Net loss per share (*) $ (0.6 ) $ (1.35 ) $ (1.2 ) $ (1.95 ) Weighted average number of common shares (*) 2,855,428 1,940,561 2,809,754 1,877,701 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. 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. | NOTE10 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, 2017(*) 2016(*) Net loss attributable to shareholders of the Company $ 7,589 $ 9,663 Net loss attributable to shareholders of preferred shares 1,582 3,954 Net loss used in the calculation of basic net loss per share $ 6,007 $ 5,709 Net loss per share $ (2.67 ) $ (5.94 ) Weighted average number of common shares 2,201,992 963,047 (*) December 31 2017 and 2016 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. 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, 2017 | |
Research and Development [Abstract] | |
Research and Development Expenses, Net | NOTE 11 - RESEARCH AND DEVELOPMENT EXPENSES, NET Years ended December 31, 2017 2016 Payroll and related expenses $ 634 $ 491 Share-based compensation 1 - Materials 266 155 Patents 66 75 Office and maintenance expenses 27 21 Rent 34 36 Professional services 174 253 Depreciation 12 7 Other 65 76 Less: Grants received from IIA (179 ) (213 ) $ 1,100 $ 901 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2017 | |
General and Administrative Expense [Abstract] | |
General and Administrative Expenses | NOTE 12 - GENERAL AND ADMINISTRATIVE EXPENSES Years ended December 31, 2017 2016 Payroll and related expenses $ 1,213 $ 45 Share-based compensation 253 676 Professional services 1,217 528 Common shares issued for services - 7,258 Travel 284 180 Marketing expenses 26 - Office and maintenance expenses 121 - Depreciation 9 - Public and Investor Relations 515 - Insurance 226 - Governmental Fees 251 Other 52 47 $ 4,167 $ 8,734 |
Finance Expenses, Net
Finance Expenses, Net | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Finance Expenses, Net | NOTE 13 - FINANCE EXPENSES, NET Years ended December 31, 2017 2016 (in thousands) Bank fees and interest $ 1 $ 1 Change in fair value of derivative warrant liability (285 ) (262 ) Financing loss on debt extinguishment 2,364 - Exchange rate differences 5 (44 ) Revaluation and interest on convertible loans 237 333 $ 2,322 $ 28 |
Transactions and Balances with
Transactions and Balances with Interested and Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Transactions and Balances With Interested and Related Parties | NOTE 14 - TRANSACTIONS AND BALANCES WITH INTERESTED AND RELATED PARTIES A. Transactions: Year ended December 31, 2017 2016 (in thousands) Payroll and related expenses $ 851 $ - Directors fees and insurance 463 58 Subcontracted work and consulting 67 253 $ 1,381 $ 311 B. Balances: As of December 31, 2017 2016 Other accounts payable $ 46 - $ 46 - |
Taxes on Income
Taxes on Income | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Taxes on Income | NOTE 8 - 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 23% from 2018. The Company is subject to a Federal tax rate of 21% starting from 2018. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of NOL carryforwards created in tax years beginning after December 31, 2017. The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. As of June 30, 2018, the Company’s assessment of the Tax Act is incomplete, and the Company has not yet been able to make reasonable estimates of the effects. Therefore, no provisional adjustments were recorded. For the six and three-month period ended June 30, 2018, the Company generated net operating losses in Israel of approximately $1,170 and $776 respectively which may be carried forward and offset against taxable income in the future for an indefinite period. For the six and three-month period ended June 30, 2018, the Company generated net operating losses in the U.S. of approximately $1,416 and $694 respectively. 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. 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 June 30, 2018 2017 Net operating loss carry-forward $ 491,965 $ 485,830 Total deferred tax assets $ 103,313 $ 111,740 Valuation allowance (103,313 ) (111,740 ) Net deferred tax assets $ - $ - Reconciliation of Income Taxes: The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: As of June 30, 2018 2017 Net loss as reported in the statements of operations $ 3,362 $ 4,815 Statutory tax rate 23 % 24 % Income Tax under statutory tax rate 773 1,156 Change in valuation allowance (773 ) (1,156 ) Actual income tax $ - $ - | NOTE 15 - 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 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%. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law in the United States. The Tax Act, among other provisions, introduces changes in the U.S corporate tax rate, business related exclusions and deductions and credits, and has internationally tax consequences for companies that operate international. Most of the changes introduced in the Tax Act are effective beginning on January 1, 2018. The Tax Act introduces a reduced federal tax rate of 21% from January 1, 2018 and onward. A. As of December 31, 2017, the Company generated net operating losses in Israel of approximately $5,267 which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2017, the Company generated net operating losses in the U.S. of approximately $2,987. 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, 2017 2016 Net operating loss carry-forward $ 488,603 $ 481,052 Total deferred tax assets 117,265 120,263 Valuation allowance (117,265 ) (120,263 ) Net deferred tax assets $ - $ - Reconciliation of Income Taxes: The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: As of December 31, 2017 2016 (in thousands) Net loss as reported in the statements of operations $ 7,589 $ 9,663 Statutory tax rate 24 % 25 % Income Tax under statutory tax rate 1,821 2,416 Change in valuation allowance (1,821 ) (2,416 ) Actual income tax $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 - SUBSEQUENT EVENTS On January 4, 2018, Microbot Medical Ltd. entered into an agreement with CardioSert Ltd. to acquire certain patent-protected technology owned by CardioSert. With the closing of the acquisition expected in April 2018, CardioSert’s issued U.S. patent and three patent applications pending worldwide will be added to Microbot’s patent portfolio which will then have a patent portfolio of 25 issued/allowed patents and 15 patent applications pending worldwide. Pursuant to the Agreement, Microbot Medical Ltd made an initial payment of $50 to CardioSert and has 90-days to complete the acquisition. At the end of the 90-day period, at Microbot’s sole option, CardioSert shall assign and transfer the Technology to Microbot Medical Ltd and Microbot Medical Ltd shall pay to CardioSert additional amounts and options as determined in the agreements. The Agreement may be terminated by Microbot at any time during the 90-day pre-closing period, and otherwise for convenience upon 90-days’ notice. The Agreement may be terminated by CardioSert in case the first commercial sale does not occur by the third anniversary of the date of signing of the Agreement except in the event that Microbot has invested more than $2,000 in certain development stages, or the first commercial sale does not occur within 50 months. In each of the above termination events, or in case of breach by Microbot, CardioSert shall have the right to buy back the Technology from Microbot for $1.00, upon 60 days prior written notice, but only 1 year after such termination. Additionally, the Agreement may be terminated by either party upon breach of the other (subject to cure). CardioSert agreed to assist Microbot in the development of the Technology for a minimum of one year, for a monthly consultation fee of NIS40,000 covering up to 60 consulting hours per month. Share Capital Developments In 2018, through March 30, 2018, the Company issued an aggregate of 101,063 shares (1,500,000 shares before the Reverse Split) of its Common Stock upon the conversion of an aggregate of 1,500 shares of its Series A Convertible Preferred Stock. Tolling Agreement On April 2, 2018, the Company entered into a Tolling and Standstill Agreement (the “Tolling Agreement”) with Empery Asset Master, Ltd., Empery Tax Efficient LP, Empery Tax Efficient II LP, and Hudson Bay Master Fund, Ltd., the other investors in the Financing (the “Other Investors”). Pursuant to the Tolling Agreement, among other things, (a) the Other Investors agree not to bring any claims against the Company arising out of the Matter, (b) the parties agree that if the Company reaches an agreement to settle the claims asserted by the Sabby Funds in the above suit, the Company will provide the same settlement terms on a pro rata basis to the Other Investors, and the Other Investors will either accept same or waive all of their claims and (c) the parties froze in time the rights and privileges of each party as of the effective date of the Tolling Agreement, until (i) an agreement to settle the suit is executed; (ii) a judgment in the suit is obtained; or (iii) the suit is otherwise dismissed with prejudice. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). Operating results for the six-month period ended June 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. | |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements. | |
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 and accrued liabilities 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 costs 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 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”). 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, | |
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 s 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”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2017 and December 31, 2016, since all such securities have an anti-dilutive effect. 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 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 accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees” (“FASB ASC 505-50”). Under FASB ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. 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 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. | |
Income Taxes | M. Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2017, and 2016, the Company had a full valuation allowance against deferred tax assets. | |
Recent Accounting Standards | Recent Accounting Standards In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The adoption of this standard did not have a material impact on our interim consolidated statements of comprehensive loss since the Company has not yet generated revenues to date. In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 5) and will likely have an insignificant impact on the consolidated statements of comprehensive loss. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 4 which upon adoption of the new standard are expected to be classified as equity. | N. Recent Accounting Standards: In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The Company has not yet generated revenues to date, and does not yet know the impact the standard may have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 9) and will likely have an insignificant impact on the consolidated statements of comprehensive loss. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 “Restricted Cash” to provide guidance on the presentation of restricted cash in the statement of cash flows. Currently, the statement of cash flows explained the change in cash and cash equivalents for the period. The ASU requires that the statement of cash flows explain the change in cash, cash equivalents and restricted cash for the period. The ASU is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company does not expect the adoption to have a material effect on the statements of cash flows as the Company’s restricted cash is not expected to be material. In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect to change terms or conditions of share-based payment awards, and therefore, does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 8 which upon adoption of the new standard are expected to be classified as equity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | 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 Furniture and office equipment 7 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2017 2016 (in thousands) Deposit in escrow account (*) $ - $ 400 Government institutions 35 15 Prepaid expenses and others 81 191 $ 116 $ 606 (*) 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 (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets, Net | As of December 31, 2017 2016 (in thousands) Cost: Research equipment and software $ 76 $ 54 Furniture and office equipment 92 56 168 110 Accumulated Depreciation: Research equipment and software 42 29 Furniture and office equipment 36 28 78 57 $ 90 $ 53 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | As of December 31, 2017 2016 (in thousands) Employees $ 64 $ 102 Government institution 56 24 Other current liabilities 330 145 $ 450 $ 271 |
Convertible Loan from Shareho_2
Convertible Loan from Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Convertible Note | The carrying value of the Convertible Note as of the periods below was calculated as follow: As of December 31, 2017 2016 (in thousands) Convertible note $ - $ 2,029 Unamortized discount - (1,963 ) Accrued interest - 10 $ - $ 76 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Outstanding Warrants Liabilities | The remaining outstanding warrants and terms as of June 30, 2018 and December 31, 2017 is as follows (*): Issuance date Outstanding as of December 31, 2017 Outstanding as of June 30, 2018 Exercise Price Exercisable as of June 30, 2018 Exercisable Through Series A (2013) 3,895 3,895 $ 2,885 3,895 October 2018 Series A (2013) 183 183 $ 2,725 183 April 2023 Series A (2015) 683 683 $ 1,363 683 April 2020 Series A (2016) (a) 625 - $ - - March 2018 Series B (2016) (a) 2,770 2,770 $ 40 2,770 March 2022 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. 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 June 30, 2018 and December 31, 2017, was approximately $14 and $28, respectively. | The remaining outstanding warrants and terms as of December 31, 2017 and 2016 is as follows: Issuance date Outstanding as of December 31, 2016(*) Outstanding as of December 31, 2017(*) Exercise Price (*) Exercisable as of December 31, 2017(*) Exercisable Through Series A (2011) 4,327 - $ 2,244 - December 2016 Series A (2013) 3,895 3,895 $ 2,885 3,895 October 2018 Series A (2013) 183 183 $ 2,725 183 April 2023 Series A (2015) 683 683 $ 1,363 683 April 2020 Series A (2016)(a) 677 625 $ 40 625 March 2018 Series B (2016)(a) 2,770 2,770 $ 40 2,770 March 2022 (*) December 31 2017 and 2016 warrants data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. 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 December 31, 2017 and December 31, 2016, was approximately $28 and $313, respectively. |
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 June 30, 2018 and December 31, 2017(**): Series A (2011) Series A (2013) Series A (2013) Series A (2015) Series A (2016) Series B (2016) Total Balances at December 31, 2017 $ - $ - $ - $ - $ (* ) $ 28 $ 28 Exercised - - - - - - - expiration - - - - (* ) - (* ) Changes in fair value - - - - - (14 ) (14 ) Balances at June 30, 2018 $ - $ - $ - $ - $ - $ 14 $ 14 (*) Less than 1 (**) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2017 and December 31, 2016 (in thousands)(**): Series Series A (2013) Series A (2013) Series A (2015) Series A (2016) Series B (2016) Total (in thousands) Balances at December 31, 2016 $ - $ 12 $ 9 $ 22 $ 43 $ 227 $ 313 Exercised - - - - - - - Cancelled - - - - - - - Changes in fair value - (12 ) (9 ) (22 ) (43 ) (199 ) (285 ) Balances at December 31, 2017 $ - $ - $ - $ - $ (*) $ 28 $ 28 (*) Less than 1 (**) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Schedule of Fair Value Assumption | The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of June 30, 2018 and December 31, 2017(*): As of June 30, 2018 As of December 31, 2017 Series A (2016) Series B (2016) Series A (2016) Series B (2016) Share price — $ 11 $ 15.1 $ 15.1 Exercise price — $ 40 $ 40 $ 40 Expected volatility — 102.8 % 60 % 119 % Risk-free interest — 2.39 % 1.24 % 1.89 % Dividend yield — — — — Expected life of up to (years) — 3.75 0.25 4.25 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2017 and December 31, 2016: As of December 31, 2017(*) As of December 31, 2016(*) Series A (2016) Series B (2016) Series A (2016) Series B (2016) Share price $ 15.1 $ 15.1 $ 90.5 $ 90.5 Exercise price $ 40 $ 40 $ 40 $ 40 Expected volatility 60 % 119 % 380 % 380 % Risk-free interest 1.24 % 1.89 % 0.85 % 1.93 % Dividend yield — — — — Expected life of up to (years) 0.25 4.25 1.2 5.2 (*) December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Schedule of Liabilities Measured on a Recurring Basis | Activity in such liabilities measured on a recurring basis is as follows: Derivative Warrant Liabilities As of December 31, 2017 $ 28 Revaluation of warrants (14 ) As of June 30, 2018 $ 14 Derivative Warrant Liabilities As of December 31, 2016 $ 313 Revaluation of warrants (285 ) Exercise warrants (* ) As of December 31, 2017 $ 28 (*) Less than 1 | Activity in such liabilities measured on a recurring basis is as follows: Derivative warrant liabilities (in thousands) As of December 31, 2016 $ 313 Revaluation of warrants (285 ) Exercise warrants (* ) As of December 31, 2017 $ 28 (*) Less than 1 Derivative warrant liabilities (in thousands) As of November 30, 2016 $ 575 Revaluation of warrants (262 ) Exercise warrants (* ) As of December 31, 2016 $ 313 (*) Less than 1 |
Share Capital (Tables)
Share Capital (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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 six months ended June 30, 2018(*) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 414,965 $ 11.7 $ 1,859 Granted - - - Exercised (2,487 ) - - Cancelled - - - Outstanding at end of period 412,478 $ 11.7 $ 1,259 Vested and expected-to-vest at end of period 205,024 $ 6.9 $ 1,248 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. For the year ended December 31, 2017(*) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 174,328 $ 1.95 $ 3,739 Granted 272,090 16.5 - Exercised (31,453 ) - - Cancelled - - - Outstanding at end of period 414,965 $ 11.7 $ 1,859 Vested and expected-to-vest at end of period 142,875 $ 1.95 $ 1,375 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | 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, 2017(**) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 174,328 $ 1.95 $ 3,739 Granted 272,090 16.5 - Exercised (31,453 ) - - Cancelled - - - 414,965 $ 11.7 $ 1,859 Outstanding at end of period 142,875 $ 1.95 $ 1,375 Vested and expected-to-vest at end of period 174,328 $ 1.95 $ 3,739 For the year ended December 31, 2016(**) Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 77,846 $ 4.2 - Granted 96,482 (*) - Exercised - - - Cancelled - - - Outstanding at end of period 174,328 $ 1.95 $ 15,624 Vested and expected-to-vest at end of period 174,328 $ 1.95 $ 15,624 (*) Less than 1 (**) December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Schedule of Stock Options Outstanding | The stock options outstanding as of June 30, 2018 and December 31, 2017, separated by exercise prices, are as follows(**): Exercise price $ Stock options outstanding as of June 30, 2018 Stock options outstanding as of December 31, 2017 Weighted average remaining contractual life – years as of June 30, 2018 Weighted average remaining contractual life – years as of December 31, 2017 Stock options exercisable as of June 30, 2018 Stock options exercisable as of December 31, 2017 4.2 77,846 77,846 7.50 8.0 77,846 77,846 15.75 133,546 133,546 9.25 9.75 32,133 - 19.35 72,508 72,508 9.25 9.75 18,127 - 15.3 66,036 66,036 9.50 10 14,376 - (*) 62,542 65,029 8.25 8.75 62,542 65,029 412,478 414,965 8.80 9.3 205,024 142,875 (*) Less than 0.01 (**) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | The stock options outstanding as of December 31, 2017 and December 31, 2016, separated by exercise prices, are 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, (**) $ 2017 2016 2017 2016 2017 2016 4.2 77,846 77,846 8.0 8.0 77,846 77,846 15.75 133,546 - 9.75 - - - 19.35 72,508 - 9.75 - - - 15.3 66,036 - 10 - - - (* ) 65,029 96,482 8.75 9.5 65,029 96,482 414,965 174,328 - - 142,875 174,328 (*) Less than 1 (**) December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
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: Six months ended June 30, 2018 Year ended December 31, 2017 Expected volatility 109 % 122.5 % Risk-free interest 2.39 % 1.64 % Dividend yield 0 % 0 % Expected life of up to (years) 2.75 6.25 | 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, 2017 2016 Expected volatility 122.5 % 77.3 % Risk-free interest 1.64 % 0.6 % Dividend yield 0 % 0 % Expected life of up to (years) 6.25 5.0 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Net loss attributable to shareholders of the Company $ (1,893 ) $ (3,508 ) $ (3,362 ) $ (4,815 ) Net loss attributable to shareholders of preferred shares (76 ) (938 ) (185 ) (1,279 ) Net loss used in the calculation of basic net loss per share $ (1,817 ) $ (2,570 ) $ (3,177 ) $ (3,536 ) Net loss per share (*) $ (0.6 ) $ (1.35 ) $ (1.2 ) $ (1.95 ) Weighted average number of common shares (*) 2,855,428 1,940,561 2,809,754 1,877,701 (*) Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | 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, 2017(*) 2016(*) Net loss attributable to shareholders of the Company $ 7,589 $ 9,663 Net loss attributable to shareholders of preferred shares 1,582 3,954 Net loss used in the calculation of basic net loss per share $ 6,007 $ 5,709 Net loss per share $ (2.67 ) $ (5.94 ) Weighted average number of common shares 2,201,992 963,047 (*) December 31 2017 and 2016 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Research and Development Expe_2
Research and Development Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses | Years ended December 31, 2017 2016 Payroll and related expenses $ 634 $ 491 Share-based compensation 1 - Materials 266 155 Patents 66 75 Office and maintenance expenses 27 21 Rent 34 36 Professional services 174 253 Depreciation 12 7 Other 65 76 Less: Grants received from IIA (179 ) (213 ) $ 1,100 $ 901 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
General and Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | Years ended December 31, 2017 2016 Payroll and related expenses $ 1,213 $ 45 Share-based compensation 253 676 Professional services 1,217 528 Common shares issued for services - 7,258 Travel 284 180 Marketing expenses 26 - Office and maintenance expenses 121 - Depreciation 9 - Public and Investor Relations 515 - Insurance 226 - Governmental Fees 251 Other 52 47 $ 4,167 $ 8,734 |
Finance Expenses, Net (Tables)
Finance Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Summary of Finance Expenses, Net | Years ended December 31, 2017 2016 (in thousands) Bank fees and interest $ 1 $ 1 Change in fair value of derivative warrant liability (285 ) (262 ) Financing loss on debt extinguishment 2,364 - Exchange rate differences 5 (44 ) Revaluation and interest on convertible loans 237 333 $ 2,322 $ 28 |
Transactions and Balances wit_2
Transactions and Balances with Interested and Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction and Balances | A. Transactions: Year ended December 31, 2017 2016 (in thousands) Payroll and related expenses $ 851 $ - Directors fees and insurance 463 58 Subcontracted work and consulting 67 253 $ 1,381 $ 311 B. Balances: As of December 31, 2017 2016 Other accounts payable $ 46 - $ 46 - |
Taxes on Income (Tables)
Taxes on Income (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Deferred Tax Assets | 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 June 30, 2018 2017 Net operating loss carry-forward $ 491,965 $ 485,830 Total deferred tax assets $ 103,313 $ 111,740 Valuation allowance (103,313 ) (111,740 ) Net deferred tax assets $ - $ - | 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, 2017 2016 Net operating loss carry-forward $ 488,603 $ 481,052 Total deferred tax assets 117,265 120,263 Valuation allowance (117,265 ) (120,263 ) Net deferred tax assets $ - $ - |
Schedule of Statutory Corporate Tax Rate and Effective Income Tax Rate | The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: As of June 30, 2018 2017 Net loss as reported in the statements of operations $ 3,362 $ 4,815 Statutory tax rate 23 % 24 % Income Tax under statutory tax rate 773 1,156 Change in valuation allowance (773 ) (1,156 ) Actual income tax $ - $ - | The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: As of December 31, 2017 2016 (in thousands) Net loss as reported in the statements of operations $ 7,589 $ 9,663 Statutory tax rate 24 % 25 % Income Tax under statutory tax rate 1,821 2,416 Change in valuation allowance (1,821 ) (2,416 ) Actual income tax $ - $ - |
General (Details Narrative)
General (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Reverse stock split | one-to-nine Reverse Stock Split | |||
Cash and cash equivalent | $ 8,020 | $ 10,787 | $ 2,709 | |
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | |
Microbot Israel [Member] | ||||
Conversion value of shares | 2.9 shares | |||
Common stock, par value | $ 0.01 | |||
Reverse stock split | one for nine reverse stock split | |||
Conversion option to purchase common stock | 176,182 | |||
Restricted shares issued | 7,802,639 | |||
Microbot Israel [Member] | Before Reverse Split [Member] | ||||
Conversion value of shares | 2.9 shares | |||
Conversion option to purchase common stock | 2,614,916 | |||
Restricted shares issued | 7,802,639 | |||
Microbot Israel [Member] | Former Microbot Israel Shareholders [Member] | ||||
Conversion of stock number of common stock issued | 1,788,884 | |||
Microbot Israel [Member] | Former Microbot Israel Shareholders [Member] | Before Reverse Split [Member] | ||||
Conversion of stock number of common stock issued | 26,550,974 |
General (Details Narrative) (10
General (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Reverse stock split | one-to-nine Reverse Stock Split | |||
Cash and cash equivalent | $ 10,787 | $ 8,020 | $ 2,709 | |
September 4, 2018 [Member] | ||||
Reverse stock split | one-for-15 reverse stock split | |||
Microbot Israel [Member] | ||||
Conversion value of shares | 0.2 shares | |||
Common stock, par value | $ 0.01 | |||
Reverse stock split | one for nine reverse stock splits | |||
Conversion option to purchase common stock | 176,181 | |||
Restricted shares issued | 525,706 | |||
Microbot Israel [Member] | ||||
Conversion value of shares | 2.9 shares | |||
Common stock, par value | $ 0.01 | |||
Reverse stock split | one for nine reverse stock split | |||
Conversion option to purchase common stock | 176,182 | |||
Restricted shares issued | 7,802,639 | |||
Microbot Israel [Member] | Former Microbot Israel Shareholders [Member] | ||||
Conversion of stock number of common stock issued | 1,788,884 | |||
Microbot Israel [Member] | Before Reverse Split [Member] | ||||
Conversion value of shares | 2.9 shares | |||
Conversion option to purchase common stock | 2,614,916 | |||
Restricted shares issued | 7,802,639 | |||
Microbot Israel [Member] | Before Reverse Split [Member] | Former Microbot Israel Shareholders [Member] | ||||
Conversion of stock number of common stock issued | 26,550,974 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) (10-K) | 12 Months Ended |
Dec. 31, 2017 | |
Research Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Research Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 33 years |
Furniture and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Other Current Assets (Details N
Other Current Assets (Details Narrative) (10-K) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Asset consideration | $ 4,000 |
Proceeds from other receivables | 320 |
Payment of related party | 80 |
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 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets - (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Deposit in escrow account | [1] | $ 400 | ||
Government institutions | 35 | 15 | ||
Prepaid expenses and others | 81 | 191 | ||
Total Other current assets | $ 254 | $ 116 | $ 606 | |
[1] | Purchase Agreement with BOCO. |
Fixed Assets, Net - Summary of
Fixed Assets, Net - Summary of Fixed Assets, Net (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cost | $ 168 | $ 110 | |
Accumulated Depreciation | 78 | 57 | |
Fixed Assets, net | $ 291 | 90 | 53 |
Research Equipment and Software [Member] | |||
Cost | 76 | 54 | |
Accumulated Depreciation | 42 | 29 | |
Furniture and Office Equipment [Member] | |||
Cost | 92 | 56 | |
Accumulated Depreciation | $ 36 | $ 28 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | |||
Employees | $ 64 | $ 102 | |
Government institution | 56 | 24 | |
Other current liabilities | 330 | 145 | |
Total Accrued Liabilities | $ 388 | $ 450 | $ 271 |
Convertible Loan from Shareho_3
Convertible Loan from Shareholders (Details Narrative) - Alpha Capital [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Aug. 15, 2016 | |
Secured Note [Member] | |||
Loan bears interest rate | 6.00% | ||
Secured note principal amount | $ 2,000 | ||
Convertible Note [Member] | |||
Loan bears interest rate | 6.00% | 6.00% | |
Principal and accrued interest of note | $ 2,029 | $ 2,029 | |
Debt maturity date | Nov. 28, 2019 | Nov. 28, 2019 | |
Convertible note, conversion price | $ 9.6 | $ 9.60 | |
Convertible Note [Member] | Before Reverse Split [Member] | |||
Convertible note, conversion price | $ 0.64 | $ 0.64 |
Convertible Loan from Shareho_4
Convertible Loan from Shareholders (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Aug. 31, 2016 | Jul. 07, 2016 | Oct. 08, 2015 | Sep. 30, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 15, 2016 | May 11, 2016 |
Loans receivable | $ 750 | |||||||||
Loan [Member] | ||||||||||
Common stock issued in connection with conversion of loan at the merger | 151,119 | |||||||||
Loan [Member] | Before Reverse Split [Member] | ||||||||||
Common stock issued in connection with conversion of loan at the merger | 2,242,939 | |||||||||
Microbot Israel [Member] | ||||||||||
Loans receivable | $ 419 | |||||||||
Loan bears interest rate | 10.00% | |||||||||
Proceeds from exercise of warrant | $ 410 | |||||||||
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 | |||||||||
Exercise price of warrants | $ 1 | |||||||||
Alpha Capital [Member] | Merger Agreement [Member] | ||||||||||
Secured note principal amount | $ 2,000 | |||||||||
Principal and accrued interest of note | $ 2,029 | |||||||||
Alpha Capital [Member] | Secured Note [Member] | ||||||||||
Loan bears interest rate | 6.00% | |||||||||
Secured note principal amount | $ 2,000 | |||||||||
Alpha Capital [Member] | Convertible Note [Member] | ||||||||||
Loan bears interest rate | 6.00% | 6.00% | ||||||||
Principal and accrued interest of note | $ 2,029 | $ 2,029 | ||||||||
Debt maturity date | Nov. 28, 2019 | Nov. 28, 2019 | ||||||||
Convertible note, conversion price | $ 9.6 | $ 9.60 | ||||||||
Alpha Capital [Member] | Convertible Note [Member] | Before Reverse Split [Member] | ||||||||||
Convertible note, conversion price | $ 0.64 | $ 0.64 |
Convertible Loan from Shareho_5
Convertible Loan from Shareholders - Schedule of Carrying Value of Convertible Note (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | |||
Convertible note | $ 2,029 | ||
Unamortized discount | (1,963) | ||
Accrued interest | 10 | ||
Convertible notes | $ 76 |
Derivative Warrant Liabilitie_2
Derivative Warrant Liabilities (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017shares | Mar. 31, 2017shares | |
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. A 5.0% decrease or increase in volatility would not have materially changed the value of the warrants. 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. | 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 $27; a 5.0% increase in volatility would increase the value of the warrants to $29. A 5.0% decrease or increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates. | ||
Measurement Input Price Volatility [Member] | ||||
Fair value assumption rate | 0.050 | 0.050 | ||
Measurement Input Risk Free Interest Rate [Member] | ||||
Fair value assumption rate | 0.050 | 0.050 | ||
Warrant [Member] | ||||
Cashless exercise warrants | 52 | 51 | ||
Warrant [Member] | Institutional Holder [Member] | ||||
Cashless exercise warrants | 768 | |||
Common Stock [Member] | ||||
Cashless exercise warrants | 24 | |||
Common Stock [Member] | Institutional Holder [Member] | ||||
Cashless exercise warrants | 359 |
Derivative Warrant Liabilitie_3
Derivative Warrant Liabilities (Details Narrative) (10-K) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017shares | Jun. 30, 2017shares | Mar. 31, 2017shares | Aug. 31, 2016$ / shares | |
Common shares issued upon exercise of warrants | 35,831 | ||||
Warrant outstanding | 38,948 | ||||
Number of common stock issued in prior to the merger | 35,831 | ||||
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. A 5.0% decrease or increase in volatility would not have materially changed the value of the warrants. 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. | 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 $27; a 5.0% increase in volatility would increase the value of the warrants to $29. 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. | |||
Measurement Input Price Volatility [Member] | |||||
Fair value assumption rate | 0.050 | 0.050 | |||
Measurement Input Risk Free Interest Rate [Member] | |||||
Fair value assumption rate | 0.050 | 0.050 | |||
Warrant [Member] | |||||
Cashless exercise warrants | 52 | 51 | |||
Common Stock [Member] | |||||
Cashless exercise warrants | 24 | ||||
Before Reverse Split [Member] | |||||
Common shares issued upon exercise of warrants | 531,814 | ||||
Warrant outstanding | 578,081 | ||||
Number of common stock issued in prior to the merger | 531,814 | ||||
Before Reverse Split [Member] | Warrant [Member] | |||||
Cashless exercise warrants | 768 | 768 | |||
Before Reverse Split [Member] | Common Stock [Member] | |||||
Cashless exercise warrants | 359 | ||||
2016 Series A and B Warrants [Member] | |||||
Warrants exercise price | $ / shares | $ 4.45 | ||||
2016 Series A and B Warrants [Member] | Before Reverse Split [Member] | |||||
Warrants exercise price | $ / shares | 0.30 | ||||
2011 Series A Warrants [Member] | |||||
Warrants exercise price | $ / shares | 4.45 | ||||
2011 Series A Warrants [Member] | Before Reverse Split [Member] | |||||
Warrants exercise price | $ / shares | $ 0.30 |
Derivative Warrant Liabilitie_4
Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Series A (2013) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 3,895 | 3,895 | 3,895 | |||
Warrant Exercise Price, Per Share | $ 2,885 | $ 2,885 | [1] | ||||
Warrant Exercisable | [1] | 3,895 | 3,895 | ||||
Number of Warrant Exercisable, Period | October 2,018 | October 2,018 | |||||
Series A (2013) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 183 | 183 | 183 | |||
Warrant Exercise Price, Per Share | $ 2,725 | $ 2,725 | [1] | ||||
Warrant Exercisable | [1] | 183 | 183 | ||||
Number of Warrant Exercisable, Period | April 2,023 | April 2,023 | |||||
Series A (2015) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 683 | 683 | 683 | |||
Warrant Exercise Price, Per Share | $ 1,363 | $ 1,363 | [1] | ||||
Warrant Exercisable | [1] | 683 | 683 | ||||
Number of Warrant Exercisable, Period | April 2,020 | April 2,020 | |||||
Series A (2016) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | [2] | 625 | [3] | 677 | [3] | |
Warrant Exercise Price, Per Share | [2] | $ 40 | [1],[3] | ||||
Warrant Exercisable | [1] | [2] | 625 | [3] | |||
Number of Warrant Exercisable, Period | March 2,018 | [2] | March 2,018 | [3] | |||
Series B (2016) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 2,770 | [2] | 2,770 | [3] | 2,770 | [3] |
Warrant Exercise Price, Per Share | $ 40 | [2] | $ 40 | [1],[3] | |||
Warrant Exercisable | [1] | 2,770 | [2] | 2,770 | [3] | ||
Number of Warrant Exercisable, Period | March 2,022 | [2] | March 2,022 | [3] | |||
[1] | December 31 2017 and 2016 warrants data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||
[2] | 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 June 30, 2018 and December 31, 2017, was approximately $14 and $28, respectively. | ||||||
[3] | 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 December 31, 2017 and December 31, 2016, was approximately $28 and $313, respectively. |
Derivative Warrant Liabilitie_5
Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Estimated fair value of warrant liability | $ 14 | $ 28 | $ 313 | |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Derivative Warrant Liabilitie_6
Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) (10-K) - $ / shares | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Series A (2011) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 4,327 | |||||
Warrant Exercise Price, Per Share | [1] | $ 2,244 | |||||
Warrant Exercisable | [1] | ||||||
Number of Warrant Exercisable, Period | December 2,016 | ||||||
Series A (2013) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 3,895 | 3,895 | 3,895 | |||
Warrant Exercise Price, Per Share | $ 2,885 | $ 2,885 | [1] | ||||
Warrant Exercisable | [1] | 3,895 | 3,895 | ||||
Number of Warrant Exercisable, Period | October 2,018 | October 2,018 | |||||
Series A (2013) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 183 | 183 | 183 | |||
Warrant Exercise Price, Per Share | $ 2,725 | $ 2,725 | [1] | ||||
Warrant Exercisable | [1] | 183 | 183 | ||||
Number of Warrant Exercisable, Period | April 2,023 | April 2,023 | |||||
Series A (2015) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 683 | 683 | 683 | |||
Warrant Exercise Price, Per Share | $ 1,363 | $ 1,363 | [1] | ||||
Warrant Exercisable | [1] | 683 | 683 | ||||
Number of Warrant Exercisable, Period | April 2,020 | April 2,020 | |||||
Series A (2016) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | [2] | 625 | [3] | 677 | [3] | |
Warrant Exercise Price, Per Share | [2] | $ 40 | [1],[3] | ||||
Warrant Exercisable | [1] | [2] | 625 | [3] | |||
Number of Warrant Exercisable, Period | March 2,018 | [2] | March 2,018 | [3] | |||
Series B (2016) [Member] | |||||||
Number of Warrant Outstanding, shares | [1] | 2,770 | [2] | 2,770 | [3] | 2,770 | [3] |
Warrant Exercise Price, Per Share | $ 40 | [2] | $ 40 | [1],[3] | |||
Warrant Exercisable | [1] | 2,770 | [2] | 2,770 | [3] | ||
Number of Warrant Exercisable, Period | March 2,022 | [2] | March 2,022 | [3] | |||
[1] | December 31 2017 and 2016 warrants data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||
[2] | 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 June 30, 2018 and December 31, 2017, was approximately $14 and $28, respectively. | ||||||
[3] | 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 December 31, 2017 and December 31, 2016, was approximately $28 and $313, respectively. |
Derivative Warrant Liabilitie_7
Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) (10-K) (Parenthetical) - USD ($) $ in Thousands | Nov. 28, 2016 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 |
Reverse stock split | one-to-nine Reverse Stock Split | |||
Estimated fair value of warrant liability | $ 28 | $ 14 | $ 313 | |
September 4, 2018 [Member] | ||||
Reverse stock split | one-for-15 reverse stock split |
Derivative Warrant Liabilitie_8
Derivative Warrant Liabilities - Schedule of Valuation of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Balances beginning | [1] | $ 28 | $ 313 | |||
Exercised | [1] | |||||
Expiration | [1],[2] | |||||
Changes in fair value | (14) | [1] | (285) | [1] | $ (262) | |
Balances at ending | [1] | 14 | 28 | 313 | ||
Series A (2011) [Member] | ||||||
Balances beginning | [1] | |||||
Exercised | [1] | |||||
Expiration | [1] | |||||
Changes in fair value | [1] | |||||
Balances at ending | [1] | |||||
Series A (2013) [Member] | ||||||
Balances beginning | [1] | 12 | ||||
Exercised | [1] | |||||
Expiration | [1] | |||||
Changes in fair value | [1] | (12) | ||||
Balances at ending | [1] | 12 | ||||
Series A (2013) [Member] | ||||||
Balances beginning | [1] | 9 | ||||
Exercised | [1] | |||||
Expiration | [1] | |||||
Changes in fair value | [1] | (9) | ||||
Balances at ending | [1] | 9 | ||||
Series A (2015) [Member] | ||||||
Balances beginning | [1] | 22 | ||||
Exercised | [1] | |||||
Expiration | [1] | |||||
Changes in fair value | [1] | (22) | ||||
Balances at ending | [1] | 22 | ||||
Series A (2016) [Member] | ||||||
Balances beginning | [1] | [2] | 43 | |||
Exercised | [1] | |||||
Expiration | [1] | |||||
Changes in fair value | [1] | [2] | (43) | |||
Balances at ending | [1] | [2] | 43 | |||
Series B (2016) [Member] | ||||||
Balances beginning | [1] | 28 | 227 | |||
Exercised | [1] | |||||
Expiration | [1] | |||||
Changes in fair value | [1] | (14) | (199) | |||
Balances at ending | [1] | $ 14 | $ 28 | $ 227 | ||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[2] | Less than 1 |
Derivative Warrant Liabilitie_9
Derivative Warrant Liabilities - Schedule of Valuation of Derivative Warrant Liabilities (Details) (Parenthetical) | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Derivative Warrant Liabiliti_10
Derivative Warrant Liabilities - Schedule of Valuation of Derivative Warrant Liabilities (Details) (10-K) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Balances beginning | [1] | $ 28 | $ 313 | |||
Exercised | [1] | |||||
Cancelled | [1] | |||||
Changes in fair value | (14) | [1] | (285) | [1] | $ (262) | |
Balances at ending | [1] | 14 | 28 | 313 | ||
Series A (2011) [Member] | ||||||
Balances beginning | [1] | |||||
Exercised | [1] | |||||
Cancelled | [1] | |||||
Changes in fair value | [1] | |||||
Balances at ending | [1] | |||||
Series A (2013) [Member] | ||||||
Balances beginning | [1] | 12 | ||||
Exercised | [1] | |||||
Cancelled | [1] | |||||
Changes in fair value | [1] | (12) | ||||
Balances at ending | [1] | 12 | ||||
Series A (2013) [Member] | ||||||
Balances beginning | [1] | 9 | ||||
Exercised | [1] | |||||
Cancelled | [1] | |||||
Changes in fair value | [1] | (9) | ||||
Balances at ending | [1] | 9 | ||||
Series A (2015) [Member] | ||||||
Balances beginning | [1] | 22 | ||||
Exercised | [1] | |||||
Cancelled | [1] | |||||
Changes in fair value | [1] | (22) | ||||
Balances at ending | [1] | 22 | ||||
Series A (2016) [Member] | ||||||
Balances beginning | [1] | [2] | 43 | |||
Exercised | [1] | |||||
Cancelled | [1] | |||||
Changes in fair value | [1] | [2] | (43) | |||
Balances at ending | [1] | [2] | 43 | |||
Series B (2016) [Member] | ||||||
Balances beginning | [1] | 28 | 227 | |||
Exercised | [1] | |||||
Cancelled | [1] | |||||
Changes in fair value | [1] | (14) | (199) | |||
Balances at ending | [1] | $ 14 | $ 28 | $ 227 | ||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[2] | Less than 1 |
Derivative Warrant Liabiliti_11
Derivative Warrant Liabilities - Schedule of Valuation of Derivative Warrant Liabilities (Details) (10-K) (Parenthetical) | Nov. 28, 2016 | Dec. 31, 2017 |
Reverse stock split | one-to-nine Reverse Stock Split | |
September 4, 2018 [Member] | ||
Reverse stock split | one-for-15 reverse stock split |
Derivative Warrant Liabiliti_12
Derivative Warrant Liabilities - Schedule of Fair Value Assumption (Details) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018$ / shares | [1] | Dec. 31, 2017$ / shares | [1],[2] | Dec. 31, 2016$ / shares | [2] | |
Series A (2016) [Member] | ||||||
Share price | $ 15.1 | $ 90.5 | ||||
Series A (2016) [Member] | Measurement Input, Exercise Price [Member] | ||||||
Fair value assumption, price | $ 0.40 | $ 0.40 | ||||
Series A (2016) [Member] | Measurement Input, Price Volatility [Member] | ||||||
Fair value assumption, percentage | 0.60 | 3.80 | ||||
Series A (2016) [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Fair value assumption, percentage | 0.0124 | 0.0085 | ||||
Series A (2016) [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Fair value assumption, percentage | 0 | 0 | ||||
Series A (2016) [Member] | Measurement Input, Expected Term [Member] | ||||||
Fair value assumption expected life of up to (years) | 0 years | 2 months 30 days | 1 year 2 months 12 days | |||
Series B (2016) [Member] | ||||||
Share price | $ 11 | $ 15.1 | $ 90.5 | |||
Series B (2016) [Member] | Measurement Input, Exercise Price [Member] | ||||||
Fair value assumption, price | $ 40 | $ 0.40 | $ 0.40 | |||
Series B (2016) [Member] | Measurement Input, Price Volatility [Member] | ||||||
Fair value assumption, percentage | 1.028 | 1.19 | 3.80 | |||
Series B (2016) [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Fair value assumption, percentage | 0.0239 | 0.0189 | 0.0193 | |||
Series B (2016) [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Fair value assumption, percentage | 0 | 0 | ||||
Series B (2016) [Member] | Measurement Input, Expected Term [Member] | ||||||
Fair value assumption expected life of up to (years) | 3 years 9 months | 4 years 2 months 30 days | 5 years 2 months 12 days | |||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[2] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Derivative Warrant Liabiliti_13
Derivative Warrant Liabilities - Schedule of Fair Value Assumption (Details) (Parenthetical) | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Derivative Warrant Liabiliti_14
Derivative Warrant Liabilities - Schedule of Fair Value Assumption (Details) (10-K) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018$ / shares | [1] | Dec. 31, 2017$ / shares | [1],[2] | Dec. 31, 2016$ / shares | [2] | |
Series A (2016) [Member] | ||||||
Share price | $ 15.1 | $ 90.5 | ||||
Series A (2016) [Member] | Measurement Input, Exercise Price [Member] | ||||||
Fair value assumption, price | $ 0.40 | $ 0.40 | ||||
Series A (2016) [Member] | Measurement Input Price Volatility [Member] | ||||||
Fair value assumption, percentage | 0.60 | 3.80 | ||||
Series A (2016) [Member] | Measurement Input Risk Free Interest Rate [Member] | ||||||
Fair value assumption, percentage | 0.0124 | 0.0085 | ||||
Series A (2016) [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Fair value assumption, percentage | 0 | 0 | ||||
Series A (2016) [Member] | Measurement Input, Expected Term [Member] | ||||||
Fair value assumption expected life of up to (years) | 0 years | 2 months 30 days | 1 year 2 months 12 days | |||
Series B (2016) [Member] | ||||||
Share price | $ 11 | $ 15.1 | $ 90.5 | |||
Series B (2016) [Member] | Measurement Input, Exercise Price [Member] | ||||||
Fair value assumption, price | $ 40 | $ 0.40 | $ 0.40 | |||
Series B (2016) [Member] | Measurement Input Price Volatility [Member] | ||||||
Fair value assumption, percentage | 1.028 | 1.19 | 3.80 | |||
Series B (2016) [Member] | Measurement Input Risk Free Interest Rate [Member] | ||||||
Fair value assumption, percentage | 0.0239 | 0.0189 | 0.0193 | |||
Series B (2016) [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Fair value assumption, percentage | 0 | 0 | ||||
Series B (2016) [Member] | Measurement Input, Expected Term [Member] | ||||||
Fair value assumption expected life of up to (years) | 3 years 9 months | 4 years 2 months 30 days | 5 years 2 months 12 days | |||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[2] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Derivative Warrant Liabiliti_15
Derivative Warrant Liabilities - Schedule of Fair Value Assumption (Details) (10-K) (Parenthetical) | Nov. 28, 2016 | Dec. 31, 2017 |
Reverse stock split | one-to-nine Reverse Stock Split | |
September 4, 2018 [Member] | ||
Reverse stock split | one-for-15 reverse stock split |
Derivative Warrant Liabiliti_16
Derivative Warrant Liabilities - Schedule of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 575 | $ 28 | $ 313 | |
Revaluation of warrants | (262) | (14) | (285) | |
Exercise warrants | [1] | |||
Ending balance | $ 313 | $ 14 | $ 28 | |
[1] | Less than 1 |
Derivative Warrant Liabiliti_17
Derivative Warrant Liabilities - Schedule of Liabilities Measured on a Recurring Basis (Details) (10-K) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 575 | $ 28 | $ 313 | |
Revaluation of warrants | (262) | (14) | (285) | |
Exercise warrants | [1] | |||
Ending balance | $ 313 | $ 14 | $ 28 | |
[1] | Less than 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 24, 2018 | Apr. 10, 2018 | Apr. 02, 2018 | Jan. 04, 2018 | Jun. 08, 2017 | May 31, 2017 | Dec. 31, 2016 | Dec. 31, 2012 | Jun. 30, 2018 | Dec. 31, 2017 |
Compensation commitments | $ 400,000 | $ 400,000 | ||||||||
Buy back amount per patent | $ 1 | |||||||||
Chief Technology Officer [Member] | 2017 Equity Incentive Plan [Member] | ||||||||||
Number of options to purchase common stock | 10,000 | |||||||||
NIS [Member] | ||||||||||
Monthly consultation fee | $ 40,000 | |||||||||
Before Reverse Split [Member] | Chief Technology Officer [Member] | 2017 Equity Incentive Plan [Member] | ||||||||||
Number of options to purchase common stock | 150,000 | |||||||||
Car Lease Agreements [Member] | ||||||||||
Lease term | Dec. 31, 2019 | |||||||||
Monthly lease payment | $ 2,500 | |||||||||
Officer Lease Agreement [Member] | ||||||||||
Lease term | Dec. 31, 2020 | |||||||||
Monthly lease payment | $ 14,000 | |||||||||
Securities Exchange Agreement [Member] | ||||||||||
Purchase price of Plaintiffs | $ 3,375,000 | |||||||||
Loss contingency, damages sought | $ 1,000,000 | |||||||||
Minimum [Member] | ||||||||||
Investments | 2,000,000 | |||||||||
Technician Research And Development Foundation Limited [Member] | Minimum [Member] | ||||||||||
Royalties payable as percentage of future sales | 1.50% | |||||||||
Technician Research And Development Foundation Limited [Member] | Maximum [Member] | ||||||||||
Royalties payable as percentage of future sales | 3.00% | |||||||||
CardioSert Ltd [Member] | ||||||||||
Initial payment | $ 250,000 | $ 50,000 | ||||||||
Number of common shares acquired | 6,738 | 6,738 | ||||||||
Number of common shares acquired, value | $ 74,000 | |||||||||
CardioSert Ltd [Member] | Before Reverse Split [Member] | ||||||||||
Number of common shares acquired | 100,000 | 100,000 | ||||||||
Israeli Innovation Authority [Member] | 2013 Through June 30, 2018 [Member] | ||||||||||
Royalties payable as percentage of future sales | 3.00% | |||||||||
Israeli Innovation Authority [Member] | 2013 Through June 30, 2018 [Member] | Grant [Member] | ||||||||||
Total grants obtained | $ 1,310,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | Jun. 08, 2017 | May 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2012 | Jun. 30, 2018 | Dec. 31, 2017 |
Compensation commitments | $ 400,000 | $ 400,000 | |||||
Office Lease Agreement [Member] | |||||||
Lease term | Feb. 28, 2018 | ||||||
Monthly lease payment | $ 3,000 | ||||||
Cars Lease Agreement [Member] | |||||||
Lease term | Dec. 31, 2019 | ||||||
Monthly lease payment | $ 2,500 | ||||||
Officer Lease Agreement [Member] | |||||||
Lease term | Dec. 31, 2020 | ||||||
Monthly lease payment | $ 14,000 | ||||||
Securities Exchange Agreement [Member] | |||||||
Purchase price of Plaintiffs | $ 3,375,000 | ||||||
Loss contingency, damages sought | $ 1,000,000 | ||||||
Technician Research And Development Foundation Limited [Member] | Minimum [Member] | |||||||
Royalties payable as percentage of future sales | 1.50% | ||||||
Technician Research And Development Foundation Limited [Member] | Maximum [Member] | |||||||
Royalties payable as percentage of future sales | 3.00% | ||||||
Israeli Innovation Authority [Member] | 2013 Through 2017 [Member] | |||||||
Total grants obtained | $ 1,183,000 | ||||||
Royalties payable as percentage of future sales | 3.00% |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 24, 2018 | Apr. 10, 2018 | Feb. 28, 2018 | Dec. 28, 2017 | Dec. 06, 2017 | Sep. 14, 2017 | Jun. 05, 2017 | May 09, 2017 | Jan. 05, 2017 | Dec. 27, 2016 | Dec. 16, 2016 | May 02, 2016 | Nov. 30, 2017 | May 31, 2017 | Sep. 30, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Nov. 28, 2016 | Oct. 08, 2015 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Authorized capital stock | 221,000,000 | 221,000,000 | 221,000,000 | ||||||||||||||||||||||||
Common stock, shares authorized | 220,000,000 | 220,000,000 | 220,000,000 | 220,000,000 | |||||||||||||||||||||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Common stock, shares issued, including temporary equity | 2,837,863 | 2,837,863 | |||||||||||||||||||||||||
Common stock, shares outstanding, including temporary equity | 2,837,863 | 2,837,863 | |||||||||||||||||||||||||
Preferred stock, shares issued | 1,001 | 1,001 | 4,001 | 9,736 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 1,001 | 1,001 | 4,001 | 9,736 | |||||||||||||||||||||||
Proceeds from issuance of shares | $ 9,414 | $ 12,704 | $ 12,702 | ||||||||||||||||||||||||
Number of stock options granted | [1] | 272,090 | [2] | 96,482 | [2] | ||||||||||||||||||||||
Weighted-average exercise price per share, granted | [1] | $ 16.5 | [2] | [2],[3] | |||||||||||||||||||||||
Stock-based employee compensation | $ 822 | $ 254 | $ 675 | ||||||||||||||||||||||||
Number of option exercised | [1] | 2,487 | 31,453 | [2] | [2] | ||||||||||||||||||||||
Number of shares issued during period | |||||||||||||||||||||||||||
Loss on extinguishment of convertible note | $ 2,364 | 2,364 | $ 2,364 | ||||||||||||||||||||||||
Repurchase of common stock | $ 500 | $ 500 | $ 500 | ||||||||||||||||||||||||
Fair market value percentage | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||
Temporary equity value | $ 500 | $ 500 | |||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Common stock, shares authorized | 220,000,000 | ||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 253 | 676 | |||||||||||||||||||||||||
Number of shares issued for services, value | $ 7,258 | ||||||||||||||||||||||||||
Microbot Israel [Member] | |||||||||||||||||||||||||||
Ordinary shares, par value | $ 0.01 | ||||||||||||||||||||||||||
Loan bears interest rate | 10.00% | ||||||||||||||||||||||||||
Microbot Israel [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 675 | 675 | |||||||||||||||||||||||||
CardioSert Ltd [Member] | |||||||||||||||||||||||||||
Number of common shares issued for acquisition | 6,738 | 6,738 | |||||||||||||||||||||||||
CardioSert Ltd [Member] | Research and Development Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | $ 74 | ||||||||||||||||||||||||||
Alpha Capital [Member] | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||||||||||||||||
Rights to acquire shares of common stock | 655,967 | ||||||||||||||||||||||||||
Designated preferred stock | 9,736 | ||||||||||||||||||||||||||
Number of shares issued during period | 655,967 | ||||||||||||||||||||||||||
Common stock shares issued and outstanding reduced during the period | 1,786,684 | ||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||
Ordinary shares, par value | $ 0.001 | ||||||||||||||||||||||||||
Number of stock options granted | 66,036 | 12,698 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 15.3 | $ 15.75 | |||||||||||||||||||||||||
Stock option vested term | 3 years | 3 years | |||||||||||||||||||||||||
Board of Directors [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 41 | 0 | 5 | ||||||||||||||||||||||||
Board of Directors [Member] | Microbot Israel [Member] | |||||||||||||||||||||||||||
Ordinary shares, par value | $ 0.001 | ||||||||||||||||||||||||||
Number of stock options granted | 33,333 | 26,906 | |||||||||||||||||||||||||
Number of stock option granted as adjustment of reflect merger | 96,482 | 77,846 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 20.25 | $ 12 | |||||||||||||||||||||||||
Stock option merger retroactively adjusted exercise price per share | $ 7.05 | $ 4.2 | |||||||||||||||||||||||||
Harel Gadot [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 120,848 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 15.75 | ||||||||||||||||||||||||||
Harel Gadot [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||||||||||
Harel Gadot [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Stock option vested term | 5 years | ||||||||||||||||||||||||||
Harel Gadot [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 339 | 0 | 156 | ||||||||||||||||||||||||
Hezi Himelfarb [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 72,508 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 19.35 | ||||||||||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||||||||||
Hezi Himelfarb [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 231 | 0 | 92 | ||||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||||
Ordinary shares, par value | $ 0.001 | ||||||||||||||||||||||||||
Number of stock options granted | 66,036 | ||||||||||||||||||||||||||
Number of option exercised | 2,487 | ||||||||||||||||||||||||||
Employees and Directors [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 211 | 211 | $ 95 | ||||||||||||||||||||||||
Employees and Directors [Member] | Research and Development Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | $ 0 | $ 0 | |||||||||||||||||||||||||
Employees and Consultant [Member] | |||||||||||||||||||||||||||
Number of option exercised | 31,453 | ||||||||||||||||||||||||||
Employees and Consultant [Member] | NIS [Member] | |||||||||||||||||||||||||||
Ordinary shares, par value | $ 0.001 | ||||||||||||||||||||||||||
Advisors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Common stock price per share | $ 19.2 | $ 19.2 | $ 19.2 | ||||||||||||||||||||||||
Number of shares issued for services | 525,706 | 525,706 | |||||||||||||||||||||||||
Number of shares issued for services, value | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||
Advisors [Member] | General and Administrative Expense [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | $ 7,300 | 7,300 | |||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | $ 225 | ||||||||||||||||||||||||||
Number of shares issued for services | 8,085 | ||||||||||||||||||||||||||
Purchaser [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 47,163 | ||||||||||||||||||||||||||
Common stock price per share | $ 74 | ||||||||||||||||||||||||||
Proceeds from issuance of shares | $ 3,500 | ||||||||||||||||||||||||||
Placement agent fee | $ 210 | ||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 252,658 | ||||||||||||||||||||||||||
Common stock price per share | $ 40 | ||||||||||||||||||||||||||
Proceeds from issuance of shares | $ 10,125 | ||||||||||||||||||||||||||
Placement agent fee | $ 922 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | |||||||||||||||||||||||||||
Common stock, shares issued, including temporary equity | 42,120,127 | 42,120,127 | |||||||||||||||||||||||||
Common stock, shares outstanding, including temporary equity | 42,120,127 | 42,120,127 | |||||||||||||||||||||||||
Before Reverse Split [Member] | CardioSert Ltd [Member] | |||||||||||||||||||||||||||
Number of common shares issued for acquisition | 100,000 | 100,000 | |||||||||||||||||||||||||
Before Reverse Split [Member] | Alpha Capital [Member] | |||||||||||||||||||||||||||
Rights to acquire shares of common stock | 9,736,000 | ||||||||||||||||||||||||||
Number of shares issued during period | 9,735,925 | ||||||||||||||||||||||||||
Common stock shares issued and outstanding reduced during the period | 26,518,315 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 990,543 | 190,475 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.02 | $ 1.05 | |||||||||||||||||||||||||
Before Reverse Split [Member] | Board of Directors [Member] | Microbot Israel [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 500,000 | 403,592 | |||||||||||||||||||||||||
Number of stock option granted as adjustment of reflect merger | 96,482 | 77,846 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.35 | $ 0.8 | |||||||||||||||||||||||||
Stock option merger retroactively adjusted exercise price per share | $ 7.05 | $ 4.2 | |||||||||||||||||||||||||
Before Reverse Split [Member] | Harel Gadot [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 1,812,721 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.05 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Hezi Himelfarb [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 1,087,627 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.29 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Employees [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 990,543 | ||||||||||||||||||||||||||
Number of option exercised | 37,300 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Employees and Consultant [Member] | |||||||||||||||||||||||||||
Number of option exercised | 471,794 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Advisors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Common stock price per share | $ 1.28 | $ 1.28 | $ 1.28 | ||||||||||||||||||||||||
Number of shares issued for services | 7,802,639 | 7,802,639 | |||||||||||||||||||||||||
Before Reverse Split [Member] | Consultant [Member] | |||||||||||||||||||||||||||
Number of shares issued for services | 120,000 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Purchaser [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 700,000 | ||||||||||||||||||||||||||
Common stock price per share | $ 5 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Investor [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 3,750,000 | ||||||||||||||||||||||||||
Common stock price per share | $ 2.70 | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 52 | 52 | 51 | ||||||||||||||||||||||||
Warrant [Member] | Before Reverse Split [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 768 | 768 | 768 | ||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | 3,000 | 8,990 | |||||||||||||||||||||||||
Preferred stock, shares issued | 2,464 | 2,464 | 4,001 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 2,464 | 2,464 | 4,001 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | [4] | 202,151 | 605,705 | [5] | |||||||||||||||||||||||
Cashless exercise warrants | 24 | ||||||||||||||||||||||||||
Rights to acquire shares of common stock | 655,962 | ||||||||||||||||||||||||||
Number of option exercised | [4] | 2,487 | 31,787 | [5] | |||||||||||||||||||||||
Number of shares issued during period | [4],[5] | 299,815 | |||||||||||||||||||||||||
Common Stock [Member] | Directors [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 12,698 | ||||||||||||||||||||||||||
Common Stock [Member] | Employees [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 66,036 | ||||||||||||||||||||||||||
Common Stock [Member] | Before Reverse Split [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | 8,990,000 | ||||||||||||||||||||||||||
Cashless exercise warrants | 359 | ||||||||||||||||||||||||||
Rights to acquire shares of common stock | 9,735,925 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
Conversion of stock into shares | 1,000 | 202,151 | 8,990 | 1,000 | |||||||||||||||||||||||
Designated preferred stock | 656 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Loan bears interest rate | 6.00% | ||||||||||||||||||||||||||
Debt maturity date | Nov. 28, 2016 | ||||||||||||||||||||||||||
Debt instrument face amount | $ 2,029 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Number of shares issued during period | 3,254 | ||||||||||||||||||||||||||
Loss on extinguishment of convertible note | $ 2,360 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Before Reverse Split [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | 1,000 | 3,000,000 | 1,000 | ||||||||||||||||||||||||
Designated preferred stock | 9,736 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 24 | 24 | 24 | ||||||||||||||||||||||||
Common Stock [Member] | Before Reverse Split [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 359 | 359 | 359 | ||||||||||||||||||||||||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||||||||||||||||
[2] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||||||||||||||||
[3] | Less than 1 | ||||||||||||||||||||||||||
[4] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. | ||||||||||||||||||||||||||
[5] | December 31 2017, 2016 and 2015 share data represent the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. |
Share Capital (Details Narrat_2
Share Capital (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2018 | Dec. 28, 2017 | Dec. 06, 2017 | Sep. 14, 2017 | Jun. 05, 2017 | May 09, 2017 | Jan. 05, 2017 | Dec. 27, 2016 | Dec. 16, 2016 | Nov. 28, 2016 | May 02, 2016 | Nov. 30, 2017 | May 31, 2017 | Sep. 30, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Oct. 08, 2015 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Authorized capital stock | 221,000,000 | 221,000,000 | 221,000,000 | ||||||||||||||||||||||||
Common stock, shares authorized | 220,000,000 | 220,000,000 | 220,000,000 | 220,000,000 | |||||||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Common stock, shares issued | 2,224,569 | [1] | 2,224,569 | [1] | 2,013,193 | [2],[3] | 1,067,777 | [2] | |||||||||||||||||||
Common stock, shares outstanding | 2,224,569 | [1] | 2,224,569 | [1] | 2,013,193 | [1],[2] | 1,067,777 | [2] | |||||||||||||||||||
Preferred stock, shares issued | 1,001 | 1,001 | 4,001 | 9,736 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 1,001 | 1,001 | 4,001 | 9,736 | |||||||||||||||||||||||
Reverse stock splits | 2,442,646 | ||||||||||||||||||||||||||
Proceeds from issuance of shares | $ 9,414 | $ 12,704 | $ 12,702 | ||||||||||||||||||||||||
Number of stock options granted | [4] | 272,090 | [5] | 96,482 | [5] | ||||||||||||||||||||||
Weighted-average exercise price per share, granted | [4] | $ 16.5 | [5] | [5],[6] | |||||||||||||||||||||||
Stock-based employee compensation | $ 822 | $ 254 | $ 675 | ||||||||||||||||||||||||
Number of option exercised | [4] | 2,487 | 31,453 | [5] | [5] | ||||||||||||||||||||||
Number of shares issued during period | |||||||||||||||||||||||||||
Loss on extinguishment of convertible note | $ 2,364 | 2,364 | $ 2,364 | ||||||||||||||||||||||||
Repurchase of common stock | $ 500 | $ 500 | $ 500 | ||||||||||||||||||||||||
Fair market value percentage | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||
Temporary equity value | $ 500 | $ 500 | |||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 253 | 676 | |||||||||||||||||||||||||
Number of shares issued for services, value | $ 7,258 | ||||||||||||||||||||||||||
Microbot Israel [Member] | |||||||||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||||||||
Loan bears interest rate | 10.00% | ||||||||||||||||||||||||||
Microbot Israel [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 675 | 675 | |||||||||||||||||||||||||
Alpha Capital [Member] | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | ||||||||||||||||||||||||||
Rights to acquire shares of common stock | 655,967 | ||||||||||||||||||||||||||
Designated preferred stock | 9,736 | ||||||||||||||||||||||||||
Number of shares issued during period | 655,967 | ||||||||||||||||||||||||||
Common stock shares issued and outstanding reduced during the period | 1,786,684 | ||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||
Number of stock options granted | 66,036 | 12,698 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 15.3 | $ 15.75 | |||||||||||||||||||||||||
Stock option vested term | 3 years | 3 years | |||||||||||||||||||||||||
Board of Directors [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 41 | 0 | 5 | ||||||||||||||||||||||||
Board of Directors [Member] | Microbot Israel [Member] | |||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||
Number of stock options granted | 33,333 | 26,906 | |||||||||||||||||||||||||
Number of stock option granted as adjustment of reflect merger | 96,482 | 77,846 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 20.25 | $ 12 | |||||||||||||||||||||||||
Stock option merger retroactively adjusted exercise price per share | $ 7.05 | $ 4.2 | |||||||||||||||||||||||||
Harel Gadot [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 120,848 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 15.75 | ||||||||||||||||||||||||||
Harel Gadot [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 339 | 0 | 156 | ||||||||||||||||||||||||
Hezi Himelfarb [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 72,508 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 19.35 | ||||||||||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||||||||||
Hezi Himelfarb [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | 231 | 0 | 92 | ||||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||
Number of stock options granted | 66,036 | ||||||||||||||||||||||||||
Number of option exercised | 2,487 | ||||||||||||||||||||||||||
Employees and Directors [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | $ 211 | $ 211 | $ 95 | ||||||||||||||||||||||||
Employees and Consultant [Member] | |||||||||||||||||||||||||||
Number of option exercised | 31,453 | ||||||||||||||||||||||||||
Employees and Consultant [Member] | NIS [Member] | |||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||
Advisors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Common stock price per share | $ 19.2 | $ 19.2 | $ 19.2 | ||||||||||||||||||||||||
Number of shares issued for services | 525,706 | 525,706 | |||||||||||||||||||||||||
Number of shares issued for services, value | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||
Advisors [Member] | General and Administrative Expense [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | $ 7,300 | 7,300 | |||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||
Stock-based employee compensation | $ 225 | ||||||||||||||||||||||||||
Number of shares issued for services | 8,085 | ||||||||||||||||||||||||||
Purchaser [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 47,163 | ||||||||||||||||||||||||||
Common stock price per share | $ 74 | ||||||||||||||||||||||||||
Proceeds from issuance of shares | $ 3,500 | ||||||||||||||||||||||||||
Placement agent fee | $ 210 | ||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 252,658 | ||||||||||||||||||||||||||
Common stock price per share | $ 40 | ||||||||||||||||||||||||||
Proceeds from issuance of shares | $ 10,125 | ||||||||||||||||||||||||||
Placement agent fee | $ 922 | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | ||||||||||||||||||||||||||
Minimum [Member] | Harel Gadot [Member] | |||||||||||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Common stock, shares authorized | 220,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | Harel Gadot [Member] | |||||||||||||||||||||||||||
Stock option vested term | 5 years | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 52 | 52 | 51 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | [1] | 202,151 | 605,705 | [7] | |||||||||||||||||||||||
Cashless exercise warrants | 24 | ||||||||||||||||||||||||||
Common stock, shares issued | 2,734,300 | ||||||||||||||||||||||||||
Common stock, shares outstanding | 2,734,300 | ||||||||||||||||||||||||||
Rights to acquire shares of common stock | 655,962 | ||||||||||||||||||||||||||
Number of option exercised | [1] | 2,487 | 31,787 | [7] | |||||||||||||||||||||||
Number of shares issued during period | [1],[7] | 299,815 | |||||||||||||||||||||||||
Common Stock [Member] | Employees [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 66,036 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | 3,000 | 8,990 | |||||||||||||||||||||||||
Preferred stock, shares issued | 2,464 | 2,464 | 4,001 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 2,464 | 2,464 | 4,001 | ||||||||||||||||||||||||
Before Reverse Split [Member] | |||||||||||||||||||||||||||
Reverse stock splits | 36,254,240 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Alpha Capital [Member] | |||||||||||||||||||||||||||
Rights to acquire shares of common stock | 9,736,000 | ||||||||||||||||||||||||||
Number of shares issued during period | 9,735,925 | ||||||||||||||||||||||||||
Common stock shares issued and outstanding reduced during the period | 26,518,315 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 990,543 | 190,475 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.02 | $ 1.05 | |||||||||||||||||||||||||
Before Reverse Split [Member] | Board of Directors [Member] | Microbot Israel [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 500,000 | 403,592 | |||||||||||||||||||||||||
Number of stock option granted as adjustment of reflect merger | 96,482 | 77,846 | |||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.35 | $ 0.8 | |||||||||||||||||||||||||
Stock option merger retroactively adjusted exercise price per share | $ 7.05 | $ 4.2 | |||||||||||||||||||||||||
Before Reverse Split [Member] | Harel Gadot [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 1,812,721 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.05 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Hezi Himelfarb [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 1,087,627 | ||||||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.29 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Employees [Member] | |||||||||||||||||||||||||||
Number of stock options granted | 990,543 | ||||||||||||||||||||||||||
Number of option exercised | 37,300 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Employees and Consultant [Member] | |||||||||||||||||||||||||||
Number of option exercised | 471,794 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Advisors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Common stock price per share | $ 1.28 | $ 1.28 | $ 1.28 | ||||||||||||||||||||||||
Number of shares issued for services | 7,802,639 | 7,802,639 | |||||||||||||||||||||||||
Before Reverse Split [Member] | Consultant [Member] | |||||||||||||||||||||||||||
Number of shares issued for services | 120,000 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Purchaser [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 700,000 | ||||||||||||||||||||||||||
Common stock price per share | $ 5 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Investor [Member] | |||||||||||||||||||||||||||
Number of common stock shares sold during the period | 3,750,000 | ||||||||||||||||||||||||||
Common stock price per share | $ 2.70 | ||||||||||||||||||||||||||
Before Reverse Split [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 768 | 768 | 768 | ||||||||||||||||||||||||
Before Reverse Split [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | 8,990,000 | ||||||||||||||||||||||||||
Cashless exercise warrants | 359 | ||||||||||||||||||||||||||
Common stock, shares issued | 40,583,127 | ||||||||||||||||||||||||||
Common stock, shares outstanding | 40,583,127 | ||||||||||||||||||||||||||
Rights to acquire shares of common stock | 9,735,925 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
Conversion of stock into shares | 67 | 67 | |||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
Conversion of stock into shares | 1,000 | 202,151 | 8,990 | 1,000 | |||||||||||||||||||||||
Designated preferred stock | 656 | ||||||||||||||||||||||||||
Number of common stock shares converted upon conversion | 605,705 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Loan bears interest rate | 6.00% | ||||||||||||||||||||||||||
Debt maturity date | Nov. 28, 2016 | ||||||||||||||||||||||||||
Debt instrument face amount | $ 2,029 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Number of shares issued during period | 3,254 | ||||||||||||||||||||||||||
Loss on extinguishment of convertible note | $ 2,360 | ||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Before Reverse Split [Member] | |||||||||||||||||||||||||||
Conversion of stock into shares | 1,000 | 3,000,000 | 1,000 | ||||||||||||||||||||||||
Designated preferred stock | 9,736 | ||||||||||||||||||||||||||
Number of common stock shares converted upon conversion | 8,990,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 24 | 24 | 24 | ||||||||||||||||||||||||
Common Stock [Member] | Before Reverse Split [Member] | |||||||||||||||||||||||||||
Cashless exercise warrants | 359 | 359 | 359 | ||||||||||||||||||||||||
Series A Preferred Shares [Member] | |||||||||||||||||||||||||||
Designated preferred stock | 9,736 | ||||||||||||||||||||||||||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. | ||||||||||||||||||||||||||
[2] | December 31 2017 and 2016 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. | ||||||||||||||||||||||||||
[3] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018. | ||||||||||||||||||||||||||
[4] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||||||||||||||||
[5] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||||||||||||||||
[6] | Less than 1 | ||||||||||||||||||||||||||
[7] | December 31 2017, 2016 and 2015 share data represent the number of shares adjusted to retroactively reflect the 1:15 reverse Stock Split effected on September 4, 2018, as discussed in Note 1. |
Share Capital - Summary of Stoc
Share Capital - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Equity [Abstract] | ||||||
Number of Stock Options Outstanding, Outstanding at Beginning Balance | [1],[2] | 414,965 | 174,328 | 77,846 | ||
Number of Stock Options Outstanding, Granted | [2] | 272,090 | [1] | 96,482 | [1] | |
Number of Stock Options Outstanding, Exercised | [2] | (2,487) | (31,453) | [1] | [1] | |
Number of Stock Options Outstanding, Cancelled | [2] | [1] | [1] | |||
Number of Stock Options Outstanding, Outstanding at Ending Balance | [2] | 412,478 | 414,965 | [1] | 174,328 | [1] |
Number of Stock Options Outstanding, Vested and expected-to-vest at end of period | [2] | 205,024 | 142,875 | [1] | 174,328 | [1] |
Weighted Average Exercise Price, Outstanding at Beginning Balance | [2] | $ 11.7 | $ 1.95 | [1] | $ 4.2 | [1] |
Weighted Average Exercise Price, Granted | [2] | 16.5 | [1] | [1],[3] | ||
Weighted Average Exercise Price, Exercised | [2] | [1] | [1] | |||
Weighted Average Exercise Price, Cancelled | [2] | [1] | [1] | |||
Weighted Average Exercise Price, Outstanding at Ending Balance | [2] | 11.7 | 11.7 | 1.95 | [1] | |
Weighted Average Exercise Price, Vested and expected-to-vest at end of period | [2] | $ 6.9 | $ 1.95 | [1] | $ 1.95 | [1] |
Aggregate intrinsic value, Stock Options Outstanding at Beginning period | [2] | $ 1,859 | $ 3,739 | [1] | ||
Aggregate intrinsic value, Stock Options Outstanding at End period | [2] | 1,259 | 1,859 | $ 3,739 | [1] | |
Aggregate intrinsic value, Vested and expected-to-vest at end of period | [2] | $ 1,248 | $ 1,375 | [1] | $ 15,624 | [1] |
[1] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[2] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[3] | Less than 1 |
Share Capital - Summary of St_2
Share Capital - Summary of Stock Option Activity (Details) (Parenthetical) | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Share Capital - Summary of St_3
Share Capital - Summary of Stock Option Activity (Details) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Equity [Abstract] | ||||||
Number of Stock Options Outstanding, Outstanding at Beginning Balance | [1],[2] | 414,965 | 174,328 | 77,846 | ||
Number of Stock Options Outstanding, Granted | [2] | 272,090 | [1] | 96,482 | [1] | |
Number of Stock Options Outstanding, Exercised | [2] | 2,487 | 31,453 | [1] | [1] | |
Number of Stock Options Outstanding, Cancelled | [2] | [1] | [1] | |||
Number of Stock Options Outstanding, Outstanding at Ending Balance | [2] | 412,478 | 414,965 | [1] | 174,328 | [1] |
Number of Stock Options Outstanding, Vested and expected-to-vest at end of period | [2] | 205,024 | 142,875 | [1] | 174,328 | [1] |
Weighted Average Exercise Price, Outstanding at Beginning Balance | [2] | $ 11.7 | $ 1.95 | [1] | $ 4.2 | [1] |
Weighted Average Exercise Price, Granted | [2] | 16.5 | [1] | [1],[3] | ||
Weighted Average Exercise Price, Exercised | [2] | [1] | [1] | |||
Weighted Average Exercise Price, Cancelled | [2] | [1] | [1] | |||
Weighted Average Exercise Price, Outstanding at Ending Balance | [2] | 11.7 | 11.7 | 1.95 | [1] | |
Weighted Average Exercise Price, Vested and expected-to-vest at end of period | [2] | $ 6.9 | $ 1.95 | [1] | $ 1.95 | [1] |
Aggregate intrinsic value, Stock Options Outstanding at Beginning period | [2] | $ 1,859 | $ 3,739 | [1] | ||
Aggregate intrinsic value, Stock Options Outstanding at End period | [2] | 1,259 | 1,859 | $ 3,739 | [1] | |
Aggregate intrinsic value, Vested and expected-to-vest at end of period | [2] | $ 1,248 | $ 1,375 | [1] | $ 15,624 | [1] |
[1] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[2] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | |||||
[3] | Less than 1 |
Share Capital - Summary of St_4
Share Capital - Summary of Stock Option Activity (Details) (10-K) (Parenthetical) - $ / shares | Nov. 28, 2016 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 |
Per share | $ 0.01 | $ 0.01 | $ 0.01 | |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | one-for-15 reverse stock split |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock Options Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Stock options outstanding | 412,478 | [1] | 414,965 | [1],[2] | 174,328 | [2] | |
Weighted average remaining contractual life | [1] | 8 years 9 months 18 days | 9 years 3 months 19 days | ||||
Stock options exercisable | 205,024 | [1] | 142,875 | [1],[2] | 174,328 | [2] | |
Exercise Price One [Member] | |||||||
Exercise price | $ 4.2 | [1] | $ 4.2 | [1] | $ 4.2 | ||
Stock options outstanding | 77,846 | [1] | 77,846 | [1],[2] | 77,846 | [2] | |
Weighted average remaining contractual life | 7 years 6 months | [1] | 8 years | [1],[2] | 8 years | [2] | |
Stock options exercisable | 77,846 | [1] | 77,846 | [1],[2] | 77,846 | [2] | |
Exercise Price Two [Member] | |||||||
Exercise price | $ 15.75 | [1] | $ 15.75 | [1] | $ 15.75 | ||
Stock options outstanding | 133,546 | [1] | 133,546 | [1],[2] | [2] | ||
Weighted average remaining contractual life | 9 years 2 months 30 days | [1] | 9 years 9 months | [1],[2] | 0 years | [2] | |
Stock options exercisable | 32,133 | [1] | [1],[2] | [2] | |||
Exercise Price Three [Member] | |||||||
Exercise price | $ 19.35 | [1] | $ 19.35 | [1] | $ 19.35 | ||
Stock options outstanding | [2] | 72,508 | [1] | ||||
Weighted average remaining contractual life | 9 years 2 months 30 days | [1] | 9 years 9 months | [1],[2] | 0 years | [2] | |
Stock options exercisable | [2] | [1] | |||||
Furniture and Office Equipment [Member] | |||||||
Stock options outstanding | [1] | 72,508 | |||||
Stock options exercisable | [1] | 18,127 | |||||
Exercise Price Four [Member] | |||||||
Exercise price | $ 15.3 | [1] | $ 15.3 | [1] | $ 15.3 | ||
Stock options outstanding | 66,036 | [1] | 66,036 | [1],[2] | [2] | ||
Weighted average remaining contractual life | 9 years 6 months | [1] | 10 years | [1],[2] | 0 years | [2] | |
Stock options exercisable | 14,376 | [1] | [1],[2] | [2] | |||
Exercise Price Five [Member] | |||||||
Exercise price | [1],[3] | [1],[3] | |||||
Stock options outstanding | 62,542 | [1] | 65,029 | [1],[2] | 96,482 | [2] | |
Weighted average remaining contractual life | 8 years 2 months 30 days | [1] | 8 years 9 months | [1],[2] | 9 years 6 months | [2] | |
Stock options exercisable | 62,542 | [1] | 65,029 | [1],[2] | 96,482 | [2] | |
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||
[2] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||
[3] | Less than 0.01 |
Share Capital - Schedule of S_2
Share Capital - Schedule of Stock Options Outstanding (Details) (Parenthetical) | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Share Capital - Schedule of S_3
Share Capital - Schedule of Stock Options Outstanding (Details) (10-K) - $ / shares | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Stock options outstanding | 412,478 | [1] | 414,965 | [1],[2] | 174,328 | [2] | |
Weighted average remaining contractual life | [1] | 8 years 9 months 18 days | 9 years 3 months 19 days | ||||
Stock options exercisable | 205,024 | [1] | 142,875 | [1],[2] | 174,328 | [2] | |
Exercise Price One [Member] | |||||||
Exercise price | $ 4.2 | [1] | $ 4.2 | [1] | $ 4.2 | ||
Stock options outstanding | 77,846 | [1] | 77,846 | [1],[2] | 77,846 | [2] | |
Weighted average remaining contractual life | 7 years 6 months | [1] | 8 years | [1],[2] | 8 years | [2] | |
Stock options exercisable | 77,846 | [1] | 77,846 | [1],[2] | 77,846 | [2] | |
Exercise Price Two [Member] | |||||||
Exercise price | $ 15.75 | [1] | $ 15.75 | [1] | $ 15.75 | ||
Stock options outstanding | 133,546 | [1] | 133,546 | [1],[2] | [2] | ||
Weighted average remaining contractual life | 9 years 2 months 30 days | [1] | 9 years 9 months | [1],[2] | 0 years | [2] | |
Stock options exercisable | 32,133 | [1] | [1],[2] | [2] | |||
Exercise Price Three [Member] | |||||||
Exercise price | $ 19.35 | [1] | $ 19.35 | [1] | $ 19.35 | ||
Stock options outstanding | [2] | 72,508 | [1] | ||||
Weighted average remaining contractual life | 9 years 2 months 30 days | [1] | 9 years 9 months | [1],[2] | 0 years | [2] | |
Stock options exercisable | [2] | [1] | |||||
Exercise Price Four [Member] | |||||||
Exercise price | $ 15.3 | [1] | $ 15.3 | [1] | $ 15.3 | ||
Stock options outstanding | 66,036 | [1] | 66,036 | [1],[2] | [2] | ||
Weighted average remaining contractual life | 9 years 6 months | [1] | 10 years | [1],[2] | 0 years | [2] | |
Stock options exercisable | 14,376 | [1] | [1],[2] | [2] | |||
Exercise Price Five [Member] | |||||||
Exercise price | [1],[3] | [1],[3] | |||||
Stock options outstanding | 62,542 | [1] | 65,029 | [1],[2] | 96,482 | [2] | |
Weighted average remaining contractual life | 8 years 2 months 30 days | [1] | 8 years 9 months | [1],[2] | 9 years 6 months | [2] | |
Stock options exercisable | 62,542 | [1] | 65,029 | [1],[2] | 96,482 | [2] | |
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||
[2] | December 31 2017 and 2016 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||
[3] | Less than 0.01 |
Share Capital - Schedule of S_4
Share Capital - Schedule of Stock Options Outstanding (Details) (10-K) (Parenthetical) - $ / shares | Nov. 28, 2016 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 |
Per share | $ 0.01 | $ 0.01 | $ 0.01 | |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | one-for-15 reverse stock split |
Share Capital - Schedule of S_5
Share Capital - Schedule of Stock Options Valuation Assumptions (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Expected volatility | 109.00% | 122.50% | 77.30% |
Risk-free interest | 2.39% | 1.64% | 0.60% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life of up to (years) | 2 years 9 months | 6 years 2 months 30 days | 5 years |
Share Capital - Schedule of S_6
Share Capital - Schedule of Stock Options Valuation Assumptions (Details) (10-K) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Expected volatility | 109.00% | 122.50% | 77.30% |
Risk-free interest | 2.39% | 1.64% | 0.60% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life of up to (years) | 2 years 9 months | 6 years 2 months 30 days | 5 years |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net loss attributable to shareholders of the company | $ (1,893) | $ (3,508) | $ (3,362) | $ (4,815) | $ 7,589 | [1] | $ 9,662 | [1] | |||||
Net loss attributable to shareholders of preferred shares | (76) | (938) | (185) | (1,279) | (1,582) | [1] | (3,954) | [1] | |||||
Net loss used in the calculation of basic net loss per share | $ (1,817) | $ (2,570) | $ (3,177) | $ (3,536) | $ 6,007 | [1] | $ 5,709 | [1] | |||||
Net loss per share | [2] | $ (0.6) | [3] | $ (1.35) | [3] | $ (1.2) | [3] | $ (1.95) | [3] | $ (2.67) | $ (5.94) | ||
Weighted average number of common shares | 2,855,428 | [2],[3] | 1,940,561 | [2],[3] | 2,809,754 | [2],[3] | 1,877,701 | [2],[3] | 2,201,992 | [1] | 963,047 | [1] | |
[1] | December 31 2017 and 2016 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||
[2] | Share data for periods prior to the reverse recapitalization represents the legal equity structure of Microbot 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] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) (Parenthetical) | Nov. 28, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse stock split | one-to-nine Reverse Stock Split | |||
September 4, 2018 [Member] | ||||
Reverse stock split | 1:15 reverse Stock Split | 1:15 reverse Stock Split | 1:15 reverse Stock Split |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net loss attributable to shareholders of the company | $ (1,893) | $ (3,508) | $ (3,362) | $ (4,815) | $ 7,589 | [1] | $ 9,662 | [1] | |||||
Net loss attributable to shareholders of preferred shares | 76 | 938 | 185 | 1,279 | 1,582 | [1] | 3,954 | [1] | |||||
Net loss used in the calculation of basic net loss per share | $ (1,817) | $ (2,570) | $ (3,177) | $ (3,536) | $ 6,007 | [1] | $ 5,709 | [1] | |||||
Net loss per share | [1] | $ (2.67) | $ (5.94) | ||||||||||
Weighted average number of common shares | 2,855,428 | [2],[3] | 1,940,561 | [2],[3] | 2,809,754 | [2],[3] | 1,877,701 | [2],[3] | 2,201,992 | [1] | 963,047 | [1] | |
[1] | December 31 2017 and 2016 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. | ||||||||||||
[2] | Share data for periods prior to the reverse recapitalization represents the legal equity structure of Microbot 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] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Basic and Diluted Net Loss Pe_6
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) (10-K) (Parenthetical) | Nov. 28, 2016 | Dec. 31, 2017 |
Reverse stock split | one-to-nine Reverse Stock Split | |
September 4, 2018 [Member] | ||
Reverse stock split | one-for-15 reverse stock split |
Research and Development Expe_3
Research and Development Expenses, Net - Schedule of Research and Development Expenses (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based compensation | $ 406 | $ 154 | $ 822 | $ 154 | $ 479 | $ 676 |
Depreciation | 13 | 6 | 23 | 12 | 21 | 10 |
Research and development expense | $ 747 | $ 377 | $ 1,130 | $ 561 | 1,100 | 901 |
Research and Development Expense [Member] | ||||||
Payroll and related expenses | 634 | 491 | ||||
Share-based compensation | 1 | |||||
Materials | 266 | 155 | ||||
Patents | 66 | 75 | ||||
Office and maintenance expenses | 27 | 21 | ||||
Rent | 34 | 36 | ||||
Professional services | 174 | 253 | ||||
Depreciation | 12 | 7 | ||||
Other | 65 | 76 | ||||
Less: Grants received from IIA | (179) | (213) | ||||
Research and development expense | $ 1,100 | $ 901 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based compensation | $ 822 | $ 254 | $ 675 | |||
Depreciation | $ 13 | $ 6 | 23 | $ 12 | 21 | 10 |
Total | $ 1,145 | $ 885 | $ 2,277 | $ 1,934 | 4,167 | 8,734 |
General and Administrative Expense [Member] | ||||||
Payroll and related expenses | 1,213 | 45 | ||||
Share-based compensation | 253 | 676 | ||||
Professional services | 1,217 | 528 | ||||
Common shares issued for services | 7,258 | |||||
Travel | 284 | 180 | ||||
Marketing expenses | 26 | |||||
Office and maintenance expenses | 121 | |||||
Depreciation | 9 | |||||
Public and Investor Relations | 515 | |||||
Insurance | 226 | |||||
Governmental Fees | 251 | |||||
Other | 52 | 47 | ||||
Total | $ 4,167 | $ 8,734 |
Finance Expenses, Net - Summary
Finance Expenses, Net - Summary of Finance Expenses, Net (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Other Income and Expenses [Abstract] | ||||||||
Bank fees and interest | $ 1 | $ 1 | ||||||
Change in fair value of derivative warrant liability | $ (14) | [1] | (285) | [1] | (262) | |||
Financing loss on debt extinguishment | $ 2,364 | $ 2,364 | 2,364 | |||||
Exchange rate differences | 5 | (44) | ||||||
Revaluation and interest on convertible loans | 237 | 333 | ||||||
Financial expenses, net | $ (1) | $ (2,246) | $ 45 | $ (2,320) | $ 2,322 | $ 28 | ||
[1] | Share data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected on September 4, 2018. |
Transactions and Balances wit_3
Transactions and Balances with Interested and Related Parties - Schedule of Related Party Transaction and Balances (Details) (10K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other accounts payable | $ 46 | |
Total | 46 | |
Interested and Related Parties [Member] | ||
Payroll and related expenses | 851 | |
Directors fees and insurance | 463 | 58 |
Subcontracted work and consulting | 67 | 253 |
Total | $ 1,381 | $ 311 |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Corporate income tax rate | 23.00% | 24.00% | 24.00% | 25.00% | ||
Income tax reconciliation description | Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of NOL carryforwards created in tax years beginning after December 31, 2017. | |||||
Reduced federal tax rate | 21.00% | |||||
Net operating losses | $ (1,892) | $ (1,262) | $ (3,407) | $ (2,495) | $ (5,267) | $ (9,635) |
Operating loss carryforwards, expiration | 2,035 | |||||
Israel Tax Authority [Member] | ||||||
Net operating losses | 776 | $ 1,170 | ||||
Israel Tax Authority [Member] | From 2018 [Member] | ||||||
Corporate income tax rate | 23.00% | 23.00% | ||||
US Tax Authority [Member] | ||||||
Corporate income tax rate | 35.00% | |||||
Net operating losses | $ 694 | $ 1,416 | ||||
Operating loss carryforwards, expiration | 2,035 | |||||
US Tax Authority [Member] | From 2018 [Member] | ||||||
Corporate income tax rate | 21.00% |
Taxes on Income (Details Narr_2
Taxes on Income (Details Narrative) (10-K) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Corporate income tax rate | 23.00% | 24.00% | 24.00% | 25.00% |
Reduced federal tax rate | 21.00% | |||
Operating loss carryforwards, expiration | 2,035 | |||
Israel Tax Authority [Member] | ||||
Net operating losses carried forward | $ 5,267 | |||
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% | 23.00% | ||
US Tax Authority [Member] | ||||
Corporate income tax rate | 35.00% | |||
Net operating losses carried forward | $ 2,987 | |||
Operating loss carryforwards, expiration | 2,035 | |||
US Tax Authority [Member] | From 2018 [Member] | ||||
Corporate income tax rate | 21.00% | |||
Tax Act [Member] | From January 1, 2018 [Member] | ||||
Reduced federal tax rate | 21.00% |
Taxes on Income - Schedule of D
Taxes on Income - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carry-forward | $ 491,965 | $ 488,603 | $ 485,830 | $ 481,052 |
Total deferred tax assets | 103,313 | 117,265 | 111,740 | 120,263 |
Valuation allowance | (103,313) | (117,265) | (111,740) | (120,263) |
Net deferred tax asset |
Taxes on Income - Schedule of_2
Taxes on Income - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carry-forward | $ 491,965 | $ 488,603 | $ 485,830 | $ 481,052 |
Total deferred tax assets | 103,313 | 117,265 | 111,740 | 120,263 |
Valuation allowance | (103,313) | (117,265) | (111,740) | (120,263) |
Net deferred tax asset |
Taxes on Income - Schedule of S
Taxes on Income - Schedule of Statutory Corporate Tax Rate and Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||||
Net loss as reported in the statements of operations | $ 1,893 | $ 3,508 | $ 3,362 | $ 4,815 | $ 7,589 | $ 9,663 |
Statutory tax rate | 23.00% | 24.00% | 24.00% | 25.00% | ||
Income Tax under statutory tax rate | $ 773 | $ 1,156 | $ 1,821 | $ 2,416 | ||
Change in valuation allowance | (773) | (1,156) | (1,821) | (2,416) | ||
Actual income tax |
Taxes on Income - Schedule of_3
Taxes on Income - Schedule of Statutory Tax Rate and Effective Income Tax Rate (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||||
Net loss as reported in the statements of operations | $ 1,893 | $ 3,508 | $ 3,362 | $ 4,815 | $ 7,589 | $ 9,663 |
Statutory tax rate | 23.00% | 24.00% | 24.00% | 25.00% | ||
Income Tax under statutory tax rate | $ 773 | $ 1,156 | $ 1,821 | $ 2,416 | ||
Change in valuation allowance | (773) | (1,156) | (1,821) | (2,416) | ||
Actual income tax |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) (10-K) - USD ($) | Apr. 10, 2018 | Jan. 04, 2018 | May 31, 2017 | Mar. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Buy back amount per patent | $ 1 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Conversion of stock into shares | 1,000 | 202,151 | 8,990 | 1,000 | |||
Before Reverse Split [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Conversion of stock into shares | 1,000 | 3,000,000 | 1,000 | ||||
Minimum [Member] | |||||||
Investments | $ 2,000,000 | ||||||
CardioSert Ltd [Member] | |||||||
Initial payment | $ 250,000 | $ 50,000 | |||||
Subsequent Event [Member] | |||||||
Buy back amount per patent | $ 1 | ||||||
Conversion of stock into shares | 101,063 | ||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Conversion of stock into shares | 1,500 | ||||||
Subsequent Event [Member] | Before Reverse Split [Member] | |||||||
Conversion of stock into shares | 1,500,000 | ||||||
Subsequent Event [Member] | NIS [Member] | |||||||
Monthly consultation fee | $ 40,000,000 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Investments | $ 2,000,000 | ||||||
Subsequent Event [Member] | CardioSert Ltd [Member] | |||||||
Patent description | closing of the acquisition expected in April 2018, CardioSert’s issued U.S. patent and three patent applications pending worldwide will be added to Microbot’s patent portfolio which will then have a patent portfolio of 25 issued/allowed patents and 15 patent applications pending worldwide. | ||||||
Initial payment | $ 50,000 |