Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Microbot Medical Inc. | |
Entity Central Index Key | 0000883975 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,103,260 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 28,233 | $ 28,771 |
Marketable security | 2,521 | |
Restricted cash | 78 | 4,358 |
Prepaid expenses and other assets | 457 | 286 |
Total current assets | 28,768 | 35,936 |
Property and equipment, net | 270 | 228 |
Operating right-of-use assets | 869 | 962 |
Total assets | 29,907 | 37,126 |
Current liabilities: | ||
Accounts payables | 146 | 284 |
Provision for extinguishment dispute | 3,604 | |
Lease liabilities | 188 | 143 |
Accrued liabilities | 517 | 795 |
Total current liabilities | 851 | 4,826 |
Non current liabilities: | ||
Long-term lease liabilities | 667 | 760 |
Total liabilities | 1,518 | 5,586 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock; $0.01 par value; 60,000,000 shares authorized as of June 30, 2020 and December 31, 2019 7,103,260 and 7,185,628 shares issued and outstanding as of June 30, 2020 and December 31, 2019 | 71 | 72 |
Additional paid-in capital | 67,489 | 69,954 |
Treasury shares | (3,375) | |
Accumulated deficit | (39,171) | (35,111) |
Total stockholders' equity | 28,389 | 31,540 |
Total liabilities and stockholders' equity | $ 29,907 | $ 37,126 |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 7,103,260 | 7,185,628 |
Common stock, shares outstanding | 7,103,260 | 7,185,628 |
Interim Consolidated Statements
Interim Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Research and development | $ 669 | $ 741 | $ 1,360 | $ 1,364 |
General and administrative | 1,215 | 804 | 2,687 | 2,097 |
Operating loss | (1,884) | (1,545) | (4,047) | (3,461) |
Financing income (expenses), net | 29 | 3 | (13) | (42) |
Net loss | $ (1,855) | $ (1,542) | $ (4,060) | $ (3,503) |
Basic and diluted net loss per share | $ (0.26) | $ (0.36) | $ (0.57) | $ (0.83) |
Basic and diluted weighted average common shares outstanding | 7,103,260 | 4,307,666 | 7,128,752 | 4,197,566 |
Interim Consolidated Statemen_2
Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (1,855) | $ (1,542) | $ (4,060) | $ (3,503) | ||
Net unrealized loss on available for sale security | [1] | [1] | ||||
Comprehensive loss | $ (1,855) | $ (1,542) | $ (4,060) | $ (3,503) | ||
[1] | Represents amount less than 1 thousand. |
Interim Consolidated Statemen_3
Interim Consolidated Statements of Shareholder's Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Cancellation of Treasury Shares [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total | |
Balance at Dec. 31, 2018 | $ 31 | $ 32,538 | $ (3,375) | $ (27,864) | $ 1,330 | ||
Balance, shares at Dec. 31, 2018 | 3,012,343 | ||||||
Share-based compensation | 610 | 610 | |||||
Issuance of common stock and warrants net of issuance expenses | $ 12 | 9,532 | 9,544 | ||||
Issuance of common stock and warrants net of issuance expenses, shares | 1,295,323 | ||||||
Unrealized loss on marketable debt security | [1] | ||||||
Net loss | (3,503) | (3,503) | |||||
Balance at Jun. 30, 2019 | $ 43 | 42,680 | (3,375) | [1] | (31,367) | 7,981 | |
Balance, shares at Jun. 30, 2019 | 4,307,666 | ||||||
Balance at Mar. 31, 2019 | $ 43 | 42,385 | (3,375) | (29,825) | 9,228 | ||
Balance, shares at Mar. 31, 2019 | 4,307,666 | ||||||
Share-based compensation | 295 | 295 | |||||
Net loss | (1,542) | (1,542) | |||||
Balance at Jun. 30, 2019 | $ 43 | 42,680 | (3,375) | [1] | (31,367) | 7,981 | |
Balance, shares at Jun. 30, 2019 | 4,307,666 | ||||||
Balance at Dec. 31, 2019 | $ 72 | 69,954 | (3,375) | (35,111) | 31,540 | ||
Balance, shares at Dec. 31, 2019 | 7,185,628 | ||||||
Share-based compensation | 909 | 909 | |||||
Exercise of options | |||||||
Exercise of options, shares | 965 | 965 | |||||
Cancellation of treasury shares | $ (1) | (3,374) | 3,375 | ||||
Cancellation of treasury shares, shares | (83,333) | ||||||
Net loss | (4,060) | (4,060) | |||||
Balance at Jun. 30, 2020 | $ 71 | 67,489 | (39,171) | 28,389 | |||
Balance, shares at Jun. 30, 2020 | 7,103,260 | ||||||
Balance at Mar. 31, 2020 | $ 71 | 66,923 | (37,316) | 29,678 | |||
Balance, shares at Mar. 31, 2020 | 7,103,260 | ||||||
Share-based compensation | 566 | 566 | |||||
Net loss | (1,855) | (1,855) | |||||
Balance at Jun. 30, 2020 | $ 71 | $ 67,489 | $ (39,171) | $ 28,389 | |||
Balance, shares at Jun. 30, 2020 | 7,103,260 | ||||||
[1] | Less than one |
Interim Consolidated Statemen_4
Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities: | ||
Net loss | $ (4,060) | $ (3,503) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 34 | 25 |
Amortization of discount (premium) on marketable debt security | (7) | |
Share-based compensation expense | 909 | 610 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (78) | 333 |
Other payables and accrued liabilities | (693) | (658) |
Net cash flows from operating activities | (3,888) | (3,200) |
Investing activities: | ||
Purchase of property and equipment | (76) | |
Proceeds from sales of marketable security | 2,521 | |
Purchase of marketable security | (2,496) | |
Net cash flows from investing activities | 2,445 | (2,496) |
Financing activities: | ||
Issuance of common stock and warrants, net of issuance costs | 9,562 | |
Repayment of shareholders investment | (3,375) | |
Net cash flows from financing activities | (3,375) | 9,562 |
(Decrease) Increse in cash, cash equivalents and restricted cash | (4,818) | 3,866 |
Cash, cash equivalents and restricted cash at beginning of period | 33,129 | 5,263 |
Cash, cash equivalents and restricted cash at ending of period | 28,311 | 9,129 |
Non-cash investing and financing activities: | ||
Recognition of right-of-use asset and lease liability upon adoption of ASU 2016-02 | 630 | |
Supplemental disclosure of cash flow information: | ||
Cash received from interest | $ 31 | $ 21 |
General
General | 6 Months Ended |
Jun. 30, 2020 | |
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 redefining surgical robotics while improving surgical outcomes for patients. On November 28, 2016 (the “Merger”), the Company consummated a transaction pursuant to an Agreement and Plan of Merger with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”). 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”. The Company and its subsidiaries are collectively referred to as the “Company”. B. 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. C. 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 three and six-month periods ended June 30, 2020, are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. D. Risk Factors: To date, the Company has not generated revenues from its operations. As of June 30, 2020, the Company had unrestricted cash and cash equivalent balance of approximately $28,311, 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 additional losses for the foreseeable future. While management of the Company believes that it has sufficient funds for more than 12 months, the Company may seek to raise additional funds through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority and other government institutions. 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. An epidemic of the coronavirus disease (“COVID-19”) is ongoing throughout the world. As the outbreak is still evolving, much of its impact remains unknown. As of this filing, it is impossible to predict the effect and potential spread of the coronavirus disease globally. The coronavirus disease may cause significant delays and disruptions to our clinical trials. Additionally, travel restrictions have been implemented with respect to certain countries in an effort to contain the coronavirus disease, and several countries have expanded screenings of travelers. As travel restrictions are increasingly implemented and extended to other countries, the Company and its contract research organizations may be unable to visit its clinical trial sites and monitor the data from its clinical trials on timely basis. The Company’s employees may also face travel restrictions, which would impact its business. Furthermore, some of the Company’s manufacturers and suppliers are in Europe and may be impacted by port closures and other restrictions resulting from the coronavirus outbreak, which may disrupt the Company’s supply chain or limit its ability to obtain sufficient materials for our products. The ultimate impact of the COVID-19 outbreak or a similar health epidemic is highly uncertain and subject to change, and the Company cannot presently predict the scope and severity of any potential business shutdowns or disruptions, but if the Company or any of the third parties with whom the Company’s engages, including the suppliers, clinical trial sites, contract research organizations, regulators, including the FDA health care providers and other third parties with whom the Company conducts business, were to experience shutdowns or other business disruptions, the Company’s ability to conduct our business and operations could be materially and negatively impacted, which could prevent or delay the Company from obtaining approval for its devices. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF 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 with the exception of the following: Recently adopted accounting pronouncements From time to time, new accounting pronouncements are issued by FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for the Company beginning on January 1, 2020. The adoption of this standard did not have a material effect on the Company’s interim consolidated financial statements. Recently issued accounting pronouncements not yet adopted In June 2016, FASB issued ASU No. 2016-13 , “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments” (as amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10, 2019-11, 2020-02 and 2020-03), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The ASU is effective for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, (January 1, 2023 for the Company). Early adoption is permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intraperiod tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The standard is effective for the Company on January 1, 2021 with early adoption permitted. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 3 - LEASES On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for all lease arrangements at the beginning period of adoption. Leases existing for the reporting period beginning January 1, 2019 are presented under ASU 2016-02. The Company leases office space and vehicles under operating leases. The Company determines if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use (“ROU”) assets, and corresponding operating lease liabilities are presented within accrued expenses and other current liabilities (current portions), and as operating lease liabilities (long-term portions), on the Company's consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the remaining lease payments over the lease term at commencement date. The Company's leases do not provide an implicit interest rate. The Company calculates the incremental borrowing rate to reflect the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term, and consider the Company's historical borrowing activities and market data in this determination. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which the Company accounts for as a single lease component. Some of the Company's leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index updates are recorded as rent expense in the period incurred. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases on the Company’s ROU assets and lease liabilities was not material. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, the Company does not have any related party leases and the Company's sublease transactions are de minimis. As of June 30, 2020, the Company’s ROU assets and lease liabilities for operating leases totaled $869 and $855, respectively. Supplemental cash flow information related to operating leases was as follows (unaudited): As of Cash payments for operating leases $ 52 Undiscounted maturities of operating lease payments as June 30, 2020 are summarized as follows (in thousands): Operating Leases 2020 (Remainder of the year) $ 132 2021 234 2022 179 2023 173 2024 175 2025 154 Total future lease payments 1,047 Less imputed interest (192 ) Total lease liability balance $ 855 Leases recorded on the balance sheet consist of the following (in thousands): As of Assets Operating lease right of use asset $ 869 Liabilities Operating lease - current 188 Operating lease - non-current 667 $ 855 As of Operating leases weighted average remaining lease term (in years) 2.5 Operating leases weighted average discount rate 9 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4 - COMMITMENTS AND CONTINGENCIES Government Grants: Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through June 30, 2020 in the total amount of approximately $1,500 and, in return, Microbot Israel is obligated to pay royalties amounting to 3%-3.5% 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. TRDF Agreement: 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. Contract Research Agreements: Agreement with Washington University 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. An agreement on the second phase was entered in September 2018 with total expected costs of approximately $248. As of June 30, 2020, this study is still on going and will be extended to continue until March 15, 2021. Agreement with Wayne State University On September 12, 2016, the Company entered into a research agreement (the “WSU Agreement”) with Wayne State University (“WSU.”), pursuant to which the parties are collaborating to determine the efficacy of the Company’s self-cleaning shunt. The study in WSU includes several phases. The first phase (initial research) was completed. An agreement on the second phase was entered in April 2018 with total expected costs of approximately $130. In July 2018 the contract was updated to include phase 2.1 (preliminary phase to phase 2) with total expected costs of approximately $213. Rights to inventions, improvements or discoveries, whether or not patentable or copyrightable made solely by the employees of the Company in the course of performance of the workplan agreed upon between the Company and WSU shall belong to the Company. Rights to inventions, improvements or discoveries, whether or not patentable or copyrightable made solely by the employees of WSU in the course of performance of the workplan agreed upon between the Company and WSU shall belong to WSU. WSU shall grant the Company with a worldwide non-exclusive, perpetual, royalty-free license to university inventions to use and practice patentable inventions. Rights to inventions, improvements or discoveries, whether or not patentable or copyrightable made by at least one employee of WSU and one employee of the Company in the course of performance of the workplan agreed upon between the Company and WSU shall belong to WSU and the Company jointly. Both the Company and WSU will be free to use and license to others the rights of joint inventions for any and all purposes without consultation or obligation to the other party. WSU granted the Company a first option to negotiate an exclusive license to use and practice WSU inventions and its interest in the joint inventions as detailed in the WSU Agreement. Litigation: Litigation Resulting from 2017 Financing The Company lost its appeal of an adverse judgment in the lawsuit captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New York (Index No. 654581/2017). As a result, the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017 equity financing (the “Financing”) was rescinded as it related to Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master Fund Ltd. (“Sabby”), and the Company paid approximately $3,700 to Sabby in return for the 83,333 (post-stock split) shares of common stock Sabby purchased pursuant to the SPA. Soon after, the Company was named as the defendant in a lawsuit captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Hudson Bay Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New York (the “Court”) (Index No. 651182/2020). The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the SPA, of which the Plaintiffs participated, and fraudulently induced Plaintiffs into signing the SPA. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $6,750 purchase price with respect to the Financing. The Company filed a Motion to Dismiss on March 16, 2020, which Motion is pending before the Court. Alliance Litigation On April 28, 2019, the Company brought an action against Alliance Investment Management, Ltd. (“Alliance”) in the Southern District of New York under Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78p(b), to compel Alliance to disgorge short swing profits realized from purchases and sales of the Company’s securities within a period of less than six months, executed while Alliance reported beneficial ownership of more than 10% of the Company’s outstanding common stock and statutory “insider” status for purposes of the statute. The case is Microbot Medical Inc. v. Alliance Investment Management, Ltd., No. 19-cv-3782-GBD (SDNY). The amount of profits the Company is seeking to divest is estimated to be approximately $468. On August 21, 2019, Alliance filed an answer to the action, claiming that an unnamed Alliance client was the “beneficial owner” of the shares reportedly held and traded by Alliance. On October 18, 21, and 28, 2019, Joseph Mona (“Mona”) filed Section 16(a) and Schedule 13G reports, which are substantially similar to the reports previously filed by Alliance. On October 28, 2019, Alliance filed a motion for summary judgment requesting that the Court dismiss the claims against Alliance in view of Mona’s SEC filings, which Alliance asserted revealed Mona as the client referenced in Alliance’s answer. On November 7, 2019, U.S. Magistrate Judge Robert W. Lehrburger ordered Alliance to produce relevant trading records, to enable the Company to determine whether to proceed against Alliance and/or Mona. Following Alliance’s production of Mona’s Microbot trading records, the Company filed a Second Amended Complaint on November 18, 2019, seeking to compel Alliance and/or Mona to disgorge profits realized from the trades they each separately reported. The Company continued to oppose Alliance’s Motion for Summary Judgment given Alliance’s refusal to confirm that the trades reported by Alliance referred exclusively to the trades executed in Mona’s account—and did not refer to duplicative trading executed by Alliance. Alliance’s Motion for Summary Judgment is pending. On February 4, 2020, Mona answered the 16(b) claim the Company asserted against him by claiming various equitable defenses, and filed a counterclaim against the Company under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Mona admits to engaging in the reported short swing trading of the Company’s stock while a 10% beneficial owner and statutory 16(b) insider of the Company, but alleges that he was induced to buy the stock by various company misrepresentations. Mona claims a net loss on trading the Company’s stock of approximately $151. On March 6, 2020 the Company filed a motion for judgment on its 16(b) claim against Mona, together with a motion to dismiss Mona’s 10(b) counterclaim. The motion was fully briefed as of April 26, 2020 and is pending. All parties are currently scheduled to appear in court on October 13, 2020. 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 had 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 shares of common stock (100,000 shares of common stock before the Reverse Split) estimated at $74. 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 (or approximately US$11.50, based on an exchange rate of NIS3.47 to the dollar) covering up to 60 consulting hours per month. Compensation to Harel Gadot On February 25, 2020, the Company made the following changes to the compensation of Harel Gadot, the Company’s CEO, President and Chairman: ● Mr. Gadot’s annual base salary was increased from $360 to $450, retroactive to January 1, 2020. ● Mr. Gadot’s annual bonus pursuant to his Employment Agreement with the Company was increased from 40% of his annual salary to 60% of his annual salary, based on achieving certain milestones, commencing 2020. In addition, Mr. Gadot received a one-time special bonus equal to 60% of his newly-approved annual base salary. Mr. Gadot was also awarded non-qualified options to purchase 166,666 shares of Company common stock at an exercise price per share of $9.64, which vest in full on the one-year anniversary of the date of grant and expire on the ten-year anniversary.(See note 6) |
Share Capital
Share Capital | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Share Capital | NOTE 5 - SHARE CAPITAL Share Capital Developments: As of June On January 14, 2019, the Company entered into a Securities Purchase Agreement with an accredited institutional investor providing for the issuance and sale by the Company to the purchaser of an aggregate of (i) 330,000 shares of the Company’s common stock, at a purchase price per share of $6.50 and (ii) 125,323 pre-funded warrants each to purchase one share of common stock, at a purchase price per Pre-Funded Warrant of $6.49. The gross proceeds to the Company were approximately $3,000 before deducting placement agent fees and other offering expenses of approximately $688. The closing of the offering took place on January 15, 2019. The pre-funded warrants were exercised in full in January 2019. As part of the offering the company issued to the underwriter 22,767 warrants for 3.5 years with an exercise price of $8.125 for total value of $165. On January 15, 2019, the Company entered into a Securities Purchase Agreement with certain accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 590,000 shares of the Company’s common stock, at a purchase price per share of $10.00. The gross proceeds to the Company were approximately $5,900 before deducting placement agent fees and other offering expenses of approximately $720. The closing of the offering took place on January 17, 2019. As part of the offering the company issued to the underwriter 29,500 warrants for 3.5 years with exercise price of $12.50 for total value of $221. On January 23, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 250,000 shares of the Company’s common stock, at a purchase price per share of $9.875. The investors also purchased warrants to purchase an aggregate of up to 250,000 shares of the Company’s common stock, at a purchase price per warrant of $0.125. The warrants were exercisable for 1 year and had an exercise price of $10.00 per share, for a total value of $2,019. The gross proceeds to the Company from the sale of the shares and warrants were approximately $2,500 before deducting placement agent fees and other offering expenses of approximately $370. The closing of the offering took place on January 25, 2019. As part of the offering the company issued to the underwriter 12,500 warrants for 1 year with an exercise price of $12.50 for total value of $99. On December 25, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 912,858 shares of the Company’s common stock, at a purchase price per share of $10.50. The gross proceeds to the Company were approximately $9,585 before deducting placement agent fees and other offering expenses of approximately $1,090. The closing of the offering took place on December 27, 2019. As part of the offering the Company issued to the underwriter 45,643 warrants for 3.5 years with an exercise price of $13.125 for total value of $371. On December 27, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 952,383 shares of the Company’s common stock, at a purchase price per share of $10.50. The gross proceeds to the Company were approximately $10,000 before deducting placement agent fees and other offering expenses of approximately $1,010. The closing of the offering took place on December 30, 2019. As part of the offering the Company issued to the underwriter 47,619 warrants for 3.5 years with an exercise price of $13.125 for total value of $366. On December 30, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 900,901 shares of the Company’s common stock, at a purchase price per share of $11.10. The gross proceeds to the Company were approximately $10,000 before deducting placement agent fees and other offering expenses of approximately $1,010. The closing of the offering took place on December 31, 2019. As part of the offering the Company issued to the underwriter 45,045 warrants for 3.5 years with an exercise price of $13.875 for total value of $343. Employee Stock Option Grant On January 21, 2019, the board of directors approved a grant of 11,630 stock options to purchase an aggregate of up to 11,630 shares of common stock to certain of its directors, at an exercise price per share of $8.60. The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses as of June On August 12, 2019, the board of directors approved a grant of 17,503 stock options to purchase an aggregate of up to 17,503 shares of common stock to certain of its employees, at an exercise price per share of $5.95. The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses as of June On October 23, 2019, the board of directors approved a grant of 19,760 stock options to purchase an aggregate of up to 19,760 shares of common stock to certain of its directors, at an exercise price per share of $5.06. The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses as of June On February 25, 2020, the board of directors approved a grant of 166,666 stock options to purchase an aggregate of up to 166,666 shares of common stock to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, at an exercise price per share of $9.64. The stock options vest over a period of 1 years as outlined in the option agreements. As a result, the Company recognized compensation expenses as of June A summary of the Company’s option activity related to options to employees and directors, and related information is as followed: As of Number of stock options Weighted average exercise price Outstanding at beginning of period 371,360 $ 9.19 Granted 166,666 9.64 Exercise (965 ) - Forfeited - - Cancelled - - Outstanding at end of period 537,061 $ 9.35 Vested at end of period 303,509 $ 8.87 For the Year ended Number of stock options Weighted average exercise price Outstanding at beginning of period.. 398,308 $ 11.50 Granted 48,893 6.20 Forfeited (28,690 ) - Cancelled (47,151 ) - Outstanding at end of period 371,360 $ 9.19 Vested at end of period 270,827 $ 8.48 The intrinsic value is calculated as 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 As of June 30, 2020, and 2019, the aggregate intrinsic value of the outstanding options is $689 and $403 respectively, and the aggregate intrinsic value of the exercisable options is $651 and $403, respectively. As of June 30, 2020, there were approximately $1,884 of total unrecognized compensation costs, net of expected forfeitures, related to unvested share-based compensation awards granted under the Share Incentive Plan. The costs are expected to be recognized over a weighted average period of 0.86 years The stock options outstanding as of June Exercise Stock options outstanding as of Stock options outstanding as of Weighted average remaining contractual life – years Weighted average remaining contractual life – years Stock options exercisable as of Stock options exercisable as of December 31, 2019 4.20 77,846 77,846 5.5 6.0 77,846 77,846 15.75 133,546 133,546 7.3 7.8 105,911 90,641 8.60 11,630 11,630 9.4 9.9 7,265 5,515 9.00 10,000 10,000 8.3 8.8 6,250 4,750 9.64 166,666 - 0.0 - - - 5.95 17,503 17,503 9.2 9.7 5688 - 5.06 19,760 19,760 9.3 9.8 4940 - 15.30 38,533 38,533 7.5 8.0 34,032 29,533 (*) 61,577 62,542 6.3 6.8 61,577 62,542 537,061 371,360 7.8 8.3 303,509 270,827 (*) Less than $0.01. Compensation expense recorded by the Company for its stock-based employee compensation awards in accordance with ASC 718-10 for the six months ended June The grant date fair values of stock options granted in the years ended June 30, 2020 and 2019 were estimated using the Black-Scholes valuation model with the following: As of Year ended Expected volatility 135.60 % 132.63%-144.4 % Risk-free interest 1.20 % 1.49%-2.62 % Dividend yield 0 % 0 % Expected life of up to (years) 6 5.282 Warrants The remaining outstanding warrants and terms as of June Issuance date Outstanding Outstanding Exercise Price Exercisable Exercisable Through Series A (2013) (*) 183 183 $ 2,754.00 183 April 9, 2023 Series A (2015) (*) - 683 $ 1,377.00 - April 30, 2020 Series B (2016) (a)(*) 2,770 2,770 $ 40.50 2,770 March 14, 2022 Warrant to underwriters 1.2019 (**) 22,767 22,767 $ 8.13 22,767 July 14, 2022 Warrant to underwriters 1.2019 (**) 29,500 29,500 $ 12.50 29,500 July 15, 2022 Warrant to underwriters 1.2019 (**) - 12,500 $ 12.50 - January 15, 2020 Warrant to underwriters 12.2019 (**) 45,643 45,643 $ 13.13 - June 27, 2023 Warrant to underwriters 12.2019 (**) 47,619 47,619 $ 13.13 - June 30, 2023 Warrant to underwriters 12.2019 (**) 45,045 45,045 $ 13.88 - June 25, 2023 (*) Prior to January 1, 2019, warrants with non-standard anti-dilution provisions (referred to as down round protection) were classified as liabilities and re-measured each reporting period. On January 1, 2019, the Company adopted the provisions of ASU 2017-11, which indicates that a down round feature no longer precludes equity classification when assessing whether an investment is indexed to an entity’s own stock. The Company used a full retrospective approach to adoption and restated its financial statements as of the earliest period presented. The cumulative effect of adoption of ASU 2017-11 resulted in an adjustment to accumulated deficit as of January 1, 2018 of $20 with a corresponding adjustment to additional paid-in capital. In December 2019, 125,000 outstanding warrants at an exercise price per share of $10.00, were exercised on a “net exercise” or “cashless” basis into 61,677 shares of common stock, and 125,000 outstanding warrants at an exercise price per share of $10.00, were exercised on a “net exercise” or “cashless” basis into 50,143 shares of common stock. All of such warrants were issued in January 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6 - SUBSEQUENT EVENTS On July 14, 2020, the Compensation Committee of the Board of Directors approved a grant of 25,000 stock options to an executive officer of the Company and 6,493 stock options to a director of the Company, each at an exercise price per share of $6.16. The stock options vest over a period of 3 years as outlined in the option agreements evidencing such grants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently adopted accounting pronouncements From time to time, new accounting pronouncements are issued by FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for the Company beginning on January 1, 2020. The adoption of this standard did not have a material effect on the Company’s interim consolidated financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently issued accounting pronouncements not yet adopted In June 2016, FASB issued ASU No. 2016-13 , “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments” (as amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10, 2019-11, 2020-02 and 2020-03), which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The ASU is effective for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, (January 1, 2023 for the Company). Early adoption is permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intraperiod tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The standard is effective for the Company on January 1, 2021 with early adoption permitted. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: As of Cash payments for operating leases $ 27 |
Schedule of Maturities of Lease Liabilities | Undiscounted maturities of operating lease payments as June 30, 2020 are summarized as follows (in thousands): Operating Leases 2020 (Remainder of the year) $ 132 2021 234 2022 179 2023 173 2024 175 2025 154 Total future lease payments 1,047 Less imputed interest (192 ) Total lease liability balance $ 855 |
Schedule of Supplemental Information Related to Leases | Leases recorded on the balance sheet consist of the following: As of Assets Operating lease right of use asset $ 916 Liabilities Operating lease - current 176 Operating lease - non-current 693 $ 869 As of Operating leases weighted average remaining lease term (in years) 2.75 Operating leases weighted average discount rate 9 % |
Share Capital (Tables)
Share Capital (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 followed: As of Number of stock options Weighted average exercise price Outstanding at beginning of period 371,360 $ 9.19 Granted 166,666 9.64 Exercise (965 ) - Forfeited - - Cancelled - - Outstanding at end of period 537,061 $ 9.35 Vested at end of period 303,509 $ 8.87 For the Year ended Number of stock options Weighted average exercise price Outstanding at beginning of period.. 398,308 $ 11.50 Granted 48,893 6.20 Forfeited (28,690 ) - Cancelled (47,151 ) - Outstanding at end of period 371,360 $ 9.19 Vested at end of period 270,827 $ 8.48 |
Schedule of Stock Options Outstanding | The stock options outstanding as of June Exercise Stock options outstanding as of Stock options outstanding as of Weighted average remaining contractual life – years Weighted average remaining contractual life – years Stock options exercisable as of Stock options exercisable as of December 31, 2019 4.20 77,846 77,846 5.5 6.0 77,846 77,846 15.75 133,546 133,546 7.3 7.8 105,911 90,641 8.60 11,630 11,630 9.4 9.9 7,265 5,515 9.00 10,000 10,000 8.3 8.8 6,250 4,750 9.64 166,666 - 0.0 - - - 5.95 17,503 17,503 9.2 9.7 5688 - 5.06 19,760 19,760 9.3 9.8 4940 - 15.30 38,533 38,533 7.5 8.0 34,032 29,533 (*) 61,577 62,542 6.3 6.8 61,577 62,542 537,061 371,360 7.8 8.3 303,509 270,827 (*) Less than $0.01. |
Schedule of Stock Options Valuation Assumptions | The grant date fair values of stock options granted in the years ended June 30, 2020 and 2019 were estimated using the Black-Scholes valuation model with the following: As of Year ended Expected volatility 135.60 % 132.63%-144.4 % Risk-free interest 1.20 % 1.49%-2.62 % Dividend yield 0 % 0 % Expected life of up to (years) 6 5.282 |
Schedule of Warrants Outstanding | The remaining outstanding warrants and terms as of June Issuance date Outstanding Outstanding Exercise Price Exercisable Exercisable Through Series A (2013) (*) 183 183 $ 2,754.00 183 April 9, 2023 Series A (2015) (*) - 683 $ 1,377.00 - April 30, 2020 Series B (2016) (a)(*) 2,770 2,770 $ 40.50 2,770 March 14, 2022 Warrant to underwriters 1.2019 (**) 22,767 22,767 $ 8.13 22,767 July 14, 2022 Warrant to underwriters 1.2019 (**) 29,500 29,500 $ 12.50 29,500 July 15, 2022 Warrant to underwriters 1.2019 (**) - 12,500 $ 12.50 - January 15, 2020 Warrant to underwriters 12.2019 (**) 45,643 45,643 $ 13.13 - June 27, 2023 Warrant to underwriters 12.2019 (**) 47,619 47,619 $ 13.13 - June 30, 2023 Warrant to underwriters 12.2019 (**) 45,045 45,045 $ 13.88 - June 25, 2023 (*) Prior to January 1, 2019, warrants with non-standard anti-dilution provisions (referred to as down round protection) were classified as liabilities and re-measured each reporting period. On January 1, 2019, the Company adopted the provisions of ASU 2017-11, which indicates that a down round feature no longer precludes equity classification when assessing whether an investment is indexed to an entity’s own stock. The Company used a full retrospective approach to adoption and restated its financial statements as of the earliest period presented. The cumulative effect of adoption of ASU 2017-11 resulted in an adjustment to accumulated deficit as of January 1, 2018 of $20 with a corresponding adjustment to additional paid-in capital. |
General (Details Narrative)
General (Details Narrative) $ in Thousands | Jun. 30, 2020USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unrestricted cash and cash equivalent | $ 28,311 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Short-term lease term | 12 months | |
Operating right-of-use assets | $ 869 | $ 962 |
Operating lease liabilities | $ 855 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 52 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (Remainder of the year) | $ 132 |
2021 | 234 |
2022 | 179 |
2023 | 173 |
2024 | 175 |
2025 | 154 |
Total future lease payments | 1,047 |
Less imputed interest | (192) |
Total lease liability balance | $ 855 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease right of use asset | $ 869 | $ 962 |
Operating lease - current | 188 | 143 |
Operating lease - non-current | 667 | $ 760 |
Total Operating lease liability | $ 855 | |
Operating leases weighted average remaining lease term (in years) | 2 years 6 months | |
Operating leases weighted average discount rate | 9.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands | Feb. 25, 2020$ / shares | Feb. 04, 2020USD ($) | Jan. 02, 2020USD ($) | Apr. 28, 2019USD ($) | Apr. 10, 2018USD ($)shares | Jan. 04, 2018USD ($)$ / shares | Jan. 04, 2018ILS (₪) | Sep. 30, 2018USD ($) | Jul. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Jun. 30, 2012 | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Monthly consultation fee in USD | $ / shares | $ 11.50 | ||||||||||||
Number of non-qualified options awarded to purchase shares of common stock | shares | 166,666 | 48,893 | |||||||||||
Stock options, exercise price per share | $ / shares | $ 9.64 | $ 6.20 | |||||||||||
Joseph Mona [Member] | |||||||||||||
Settlement amount | $ 151 | ||||||||||||
Beneficial ownership percentage | 10.00% | ||||||||||||
Mr. Harel Gadot [Member] | |||||||||||||
Annual base salary | $ 450 | $ 360 | |||||||||||
Annual base salary, increasing percentage | 40.00% | ||||||||||||
One time special bonus, description | Received a one-time special bonus equal to 60% of his newly-approved annual base salary. | ||||||||||||
Stock options, exercise price per share | $ / shares | $ 9.64 | ||||||||||||
Stock options, description | Which vest in full on the one-year anniversary of the date of grant and expire on the ten-year anniversary. | ||||||||||||
Mr. Harel Gadot [Member] | Based on Achieving Certain Milestones, Commencing 2020 [Member] | |||||||||||||
Annual base salary, increasing percentage | 60.00% | ||||||||||||
Alliance Investment Management, Ltd. [Member] | |||||||||||||
Litigation settlement | $ 468 | ||||||||||||
CardioSert Ltd [Member] | |||||||||||||
Initial payment | $ 250 | $ 50 | |||||||||||
Number of common shares acquired | shares | 6,738 | ||||||||||||
Number of common shares acquired, value | $ 74 | ||||||||||||
Buy back amount per patent | $ / shares | $ 1 | ||||||||||||
CardioSert Ltd [Member] | Before Reverse Split [Member] | |||||||||||||
Number of common shares acquired | shares | 100,000 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Settlement amount | $ 3,700 | ||||||||||||
Number of post-stock split shares returned | shares | 83,333 | ||||||||||||
Purchase price of plaintiffs | $ 6,750 | ||||||||||||
Minimum [Member] | Alliance Investment Management, Ltd. [Member] | |||||||||||||
Beneficial ownership percentage | 10.00% | ||||||||||||
Minimum [Member] | CardioSert Ltd [Member] | |||||||||||||
Investments | $ 2,000 | ||||||||||||
Minimum [Member] | Technion Research and Development Foundation Limited [Member] | |||||||||||||
Royalties payable as percentage of future sales | 1.50% | ||||||||||||
Maximum [Member] | Technion Research and Development Foundation Limited [Member] | |||||||||||||
Royalties payable as percentage of future sales | 3.00% | ||||||||||||
Second Phase [Member] | Contract Research Agreements [Member] | |||||||||||||
Contract expected costs | $ 248 | $ 130 | |||||||||||
Phase 2.1 [Member] | Contract Research Agreements [Member] | |||||||||||||
Contract expected costs | $ 213 | ||||||||||||
NIS [Member] | |||||||||||||
Monthly consultation fee | ₪ | ₪ 40 | ||||||||||||
Currency exchange rate, description | Exchange rate of NIS3.47 to the dollar | Exchange rate of NIS3.47 to the dollar | |||||||||||
Israeli Innovation Authority [Member] | 2013 Through June 30, 2020 [Member] | |||||||||||||
Total grants obtained | $ 1,500 | ||||||||||||
Israeli Innovation Authority [Member] | 2013 Through June 30, 2020 [Member] | Minimum [Member] | |||||||||||||
Royalties payable as percentage of future sales | 3.00% | ||||||||||||
Israeli Innovation Authority [Member] | 2013 Through June 30, 2020 [Member] | Maximum [Member] | |||||||||||||
Royalties payable as percentage of future sales | 3.50% |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 25, 2020 | Feb. 25, 2020 | Dec. 30, 2019 | Dec. 27, 2019 | Dec. 25, 2019 | Oct. 23, 2019 | Aug. 12, 2019 | Jan. 23, 2019 | Jan. 21, 2019 | Jan. 15, 2019 | Jan. 14, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Common stock, shares issued | 7,185,628 | 7,103,260 | 7,185,628 | ||||||||||||
Common stock, shares outstanding | 7,185,628 | 7,103,260 | 7,185,628 | ||||||||||||
Number of stock options granted | 166,666 | 48,893 | |||||||||||||
Weighted-average exercise price per share, granted | $ 9.64 | $ 6.20 | |||||||||||||
Stock-based employee compensation | $ 909 | $ 610 | |||||||||||||
Aggregate intrinsic value of outstanding options | 689 | 651 | |||||||||||||
Aggregate intrinsic value of exercisable options | 403 | 403 | |||||||||||||
Share Incentive Plan [Member] | |||||||||||||||
Unrecognized compensation costs, net of expected forfeitures | $ 1,884 | ||||||||||||||
Unrecognized compensation weighted average period | 10 months 10 days | ||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||
Stock-based employee compensation | $ 16 | 0 | |||||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Number of common stock shares sold during the period | 900,901 | 952,383 | 912,858 | 250,000 | 590,000 | 330,000 | |||||||||
Common stock price per share | $ 11.10 | $ 10.50 | $ 10.50 | $ 9.875 | $ 10 | $ 6.50 | |||||||||
Warrant to purchase for common stock | 250,000 | ||||||||||||||
Warrant price per share | $ .125 | ||||||||||||||
Proceeds from issuance and sale of stock | $ 10,000 | $ 10,000 | $ 9,585 | $ 2,500 | $ 5,900 | ||||||||||
Placement agent fee and expenses | $ 1,010 | $ 1,010 | $ 1,090 | 370 | $ 720 | ||||||||||
Warrants value | $ 2,019 | ||||||||||||||
Warrants term | 1 year | ||||||||||||||
Underwriter [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Warrant to purchase for common stock | 45,045 | 47,619 | 45,643 | 12,500 | 29,500 | 22,767 | |||||||||
Warrant price per share | $ 13.875 | $ 13.125 | $ 13.125 | $ 12.50 | $ 12.50 | $ 8.125 | |||||||||
Warrants term | 3 years 6 months | 3 years 6 months | 3 years 6 months | 1 year | 3 years 6 months | 3 years 6 months | |||||||||
Proceeds from issuance of warrants | $ 343 | $ 366 | $ 371 | $ 99 | $ 221 | $ 165 | |||||||||
Board of Directors [Member] | |||||||||||||||
Weighted-average exercise price per share, granted | $ 8.60 | ||||||||||||||
Stock option vested term | 3 years | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Weighted-average exercise price per share, granted | $ 5.06 | ||||||||||||||
Stock option vested term | 3 years | ||||||||||||||
Board of Directors [Member] | General and Administrative Expense [Member] | |||||||||||||||
Stock-based employee compensation | 14 | 30 | |||||||||||||
Employees [Member] | |||||||||||||||
Weighted-average exercise price per share, granted | $ 5.95 | ||||||||||||||
Stock option vested term | 3 years | ||||||||||||||
Employees [Member] | General and Administrative Expense [Member] | |||||||||||||||
Stock-based employee compensation | 18 | 0 | |||||||||||||
Mr. Harel Gadot [Member] | |||||||||||||||
Weighted-average exercise price per share, granted | $ 9.64 | ||||||||||||||
Stock option vested term | 1 year | ||||||||||||||
Mr. Harel Gadot [Member] | General and Administrative Expense [Member] | |||||||||||||||
Stock-based employee compensation | $ 505 | $ 0 | |||||||||||||
Pre-Funded Warrant [Member] | Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Warrant to purchase for common stock | 125,323 | ||||||||||||||
Warrant price per share | $ 6.49 | ||||||||||||||
Proceeds from issuance and sale of stock | $ 3,000 | ||||||||||||||
Placement agent fee and expenses | $ 688 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Shares of common stock | 1,295,323 | ||||||||||||||
Common Stock [Member] | Board of Directors [Member] | |||||||||||||||
Number of stock options granted | 11,630 | ||||||||||||||
Common Stock [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||||||||
Number of stock options granted | 11,630 | ||||||||||||||
Common Stock [Member] | Board of Directors [Member] | |||||||||||||||
Number of stock options granted | 19,760 | ||||||||||||||
Common Stock [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||||||||
Number of stock options granted | 19,760 | ||||||||||||||
Common Stock [Member] | Employees [Member] | |||||||||||||||
Number of stock options granted | |||||||||||||||
Common Stock [Member] | Employees [Member] | Maximum [Member] | |||||||||||||||
Number of stock options granted | 17,503 | ||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | |||||||||||||||
Number of stock options granted | 166,666 | ||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | Maximum [Member] | |||||||||||||||
Number of stock options granted | 166,666 | ||||||||||||||
Warrant One [Member] | |||||||||||||||
Warrant price per share | $ 10 | $ 10 | |||||||||||||
Warrant outstanding | 125,000 | 125,000 | |||||||||||||
Shares of common stock | 61,677 | ||||||||||||||
Warrant Two [Member] | |||||||||||||||
Warrant price per share | $ 10 | $ 10 | |||||||||||||
Warrant outstanding | 125,000 | 125,000 | |||||||||||||
Shares of common stock | 50,143 |
Share Capital - Summary of Stoc
Share Capital - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of stock options outstanding, Outstanding at beginning of period | 371,360 | 398,308 |
Number of stock options outstanding, Granted | 166,666 | 48,893 |
Number of stock options outstanding, Excercise | (965) | |
Number of stock options outstanding, Forfeited | (28,690) | |
Number of stock options outstanding, Cancelled | (47,151) | |
Number of stock options outstanding, Outstanding at end of period | 537,061 | 371,360 |
Number of stock options outstanding, Vested at end of period | 303,509 | 270,827 |
Weighted average exercise price, Outstanding at beginning of period | $ 9.19 | $ 11.50 |
Weighted average exercise price, Granted | 9.64 | 6.20 |
Weighted average exercise price, Exercise | ||
Weighted average exercise price, Forfeited | ||
Weighted average exercise price, Cancelled | ||
Weighted average exercise price, Outstanding at end of period | 9.35 | 9.19 |
Weighted average exercise price, Vested at end of period | $ 8.87 | $ 8.48 |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock Options Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | ||
Stock options outstanding | 537,061 | 371,360 | |
Weighted average remaining contractual life | 7 years 9 months 18 days | 8 years 3 months 19 days | |
Stock options exercisable | 303,509 | 270,827 | |
Exercise Price One [Member] | |||
Exercise price | $ 4.20 | $ 4.20 | |
Stock options outstanding | 77,846 | 77,846 | |
Weighted average remaining contractual life | 5 years 6 months | 6 years | |
Stock options exercisable | 77,846 | 77,846 | |
Exercise Price Two [Member] | |||
Exercise price | $ 15.75 | $ 15.75 | |
Stock options outstanding | 133,546 | 133,546 | |
Weighted average remaining contractual life | 7 years 3 months 19 days | 7 years 9 months 18 days | |
Stock options exercisable | 105,911 | 90,641 | |
Exercise Price Three [Member] | |||
Exercise price | $ 8.60 | $ 8.60 | |
Stock options outstanding | 11,630 | 11,630 | |
Weighted average remaining contractual life | 9 years 4 months 24 days | 9 years 10 months 25 days | |
Stock options exercisable | 7,265 | 5,515 | |
Exercise Price Four [Member] | |||
Exercise price | $ 9 | $ 9 | |
Stock options outstanding | 10,000 | 10,000 | |
Weighted average remaining contractual life | 8 years 3 months 19 days | 8 years 9 months 18 days | |
Stock options exercisable | 6,250 | 4,750 | |
Exercise Price Five [Member] | |||
Exercise price | $ 9.64 | $ 9.64 | |
Stock options outstanding | 166,666 | ||
Weighted average remaining contractual life | 0 years | 0 years | |
Stock options exercisable | |||
Exercise Price Six [Member] | |||
Exercise price | $ 5.95 | $ 5.95 | |
Stock options outstanding | 17,503 | 17,503 | |
Weighted average remaining contractual life | 9 years 2 months 12 days | 9 years 8 months 12 days | |
Stock options exercisable | 5,688 | ||
Exercise Price Seven [Member] | |||
Exercise price | $ 5.06 | $ 5.06 | |
Stock options outstanding | 19,760 | 19,760 | |
Weighted average remaining contractual life | 9 years 3 months 19 days | 9 years 9 months 18 days | |
Stock options exercisable | 4,940 | ||
Exercise Price Eight [Member] | |||
Exercise price | $ 15.30 | $ 15.30 | |
Stock options outstanding | 38,533 | 38,533 | |
Weighted average remaining contractual life | 7 years 6 months | 8 years | |
Stock options exercisable | 34,032 | 29,533 | |
Exercise Price Nine [Member] | |||
Exercise price | [1] | ||
Stock options outstanding | 61,577 | 62,542 | |
Weighted average remaining contractual life | 6 years 3 months 19 days | 6 years 9 months 18 days | |
Stock options exercisable | 61,577 | 62,542 | |
[1] | Less than $0.01. |
Share Capital - Schedule of S_2
Share Capital - Schedule of Stock Options Valuation Assumptions (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Expected volatility, minimum | 132.63% | |
Expected volatility, maximum | 144.40% | |
Expected volatility | 135.60% | |
Risk-free interest, minimum | 1.49% | |
Risk-free interest, maximum | 2.62% | |
Risk-free interest | 1.20% | |
Dividend yield | 0.00% | 0.00% |
Expected life of up to (years) | 6 years | 5 years 33 months 25 days |
Share Capital - Schedule of War
Share Capital - Schedule of Warrants Outstanding (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | ||
Series A (2013) [Member] | |||
Number of outstanding warrants | [1] | 183 | 183 |
Exercise price | [1] | $ 2,754 | |
Number of exercisable warrants | [1] | 183 | |
Exercisable Through | [1] | April 9, 2023 | |
Series A (2015) [Member] | |||
Number of outstanding warrants | [1] | 683 | |
Exercise price | [1] | $ 1,377 | |
Number of exercisable warrants | [1] | ||
Exercisable Through | [1] | April 30, 2020 | |
Series B (2016) [Member] | |||
Number of outstanding warrants | [1] | 2,770 | 2,770 |
Exercise price | [1] | $ 40.50 | |
Number of exercisable warrants | [1] | 2,770 | |
Exercisable Through | [1] | March 14, 2022 | |
Warrant to Underwriters 1/2019 [Member] | |||
Number of outstanding warrants | 22,767 | 22,767 | |
Exercise price | $ 8.13 | ||
Number of exercisable warrants | 22,767 | ||
Exercisable Through | July 14, 2022 | ||
Warrant to Underwriters 1/2019 One [Member] | |||
Number of outstanding warrants | 29,500 | 29,500 | |
Exercise price | $ 12.50 | ||
Number of exercisable warrants | 29,500 | ||
Exercisable Through | July 15, 2022 | ||
Warrant to Underwriters 1/2019 Two [Member] | |||
Number of outstanding warrants | 12,500 | ||
Exercise price | $ 12.50 | ||
Number of exercisable warrants | 12,500 | ||
Exercisable Through | January 15, 2020 | ||
Warrant to Underwriters 12/2019 [Member] | |||
Number of outstanding warrants | 45,643 | 45,643 | |
Exercise price | $ 13.13 | ||
Number of exercisable warrants | |||
Exercisable Through | June 27, 2023 | ||
Warrant to Underwriters 12/2019 One [Member] | |||
Number of outstanding warrants | 47,619 | 47,619 | |
Exercise price | $ 13.13 | ||
Number of exercisable warrants | |||
Exercisable Through | June 30, 2023 | ||
Warrant to Underwriters 12/2019 Two [Member] | |||
Number of outstanding warrants | 45,045 | 45,045 | |
Exercise price | $ 13.88 | ||
Number of exercisable warrants | |||
Exercisable Through | June 25, 2023 | ||
[1] | Prior to January 1, 2019, warrants with non-standard anti-dilution provisions (referred to as down round protection) were classified as liabilities and re-measured each reporting period. On January 1, 2019, the Company adopted the provisions of ASU 2017-11, which indicates that a down round feature no longer precludes equity classification when assessing whether an investment is indexed to an entity's own stock. The Company used a full retrospective approach to adoption and restated its financial statements as of the earliest period presented. The cumulative effect of adoption of ASU 2017-11 resulted in an adjustment to accumulated deficit as of January 1, 2018 of $20 with a corresponding adjustment to additional paid-in capital. |
Share Capital - Schedule of W_2
Share Capital - Schedule of Warrants Outstanding (Details) (Parenthetical) $ in Thousands | Jan. 02, 2018USD ($) |
Additional Paid-In Capital [Member] | |
Cumulative effect adjustment | $ 20 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Jul. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Number of stock options granted | 166,666 | 48,893 | |
Subsequent Event [Member] | |||
Stock options exercise price per share | $ 6.16 | ||
Vesting period | 3 years | ||
Subsequent Event [Member] | Directors [Member] | |||
Number of stock options granted | 25,000 | ||
Subsequent Event [Member] | Executive Officer [Member] | |||
Number of stock options granted | 6,493 |