Microbot Medical (MBOT) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-19871
Entity Registrant Name	MICROBOT MEDICAL INC.
Entity Central Index Key	0000883975
Entity Tax Identification Number	94-3078125
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	25 Recreation Park Drive
Entity Address, Address Line Two	Unit 108
Entity Address, City or Town	Hingham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02043
City Area Code	(781)
Local Phone Number	875-3605
Title of 12(b) Security	Common Stock
Trading Symbol	MBOT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,108,133

Interim Consolidated Balance Sh

Interim Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 10,472	$ 13,493
Marketable securities	1,998	1,999
Restricted cash	85	87
Prepaid expenses and other assets	197	300
Total current assets	12,752	15,879
Property and equipment, net	239	244
Operating right-of-use assets	691	644
Total assets	13,682	16,767
Current liabilities:
Accounts payable	212	279
Lease liabilities	316	278
Accrued liabilities	1,147	1,427
Total current liabilities	1,675	1,984
Non-current liabilities:
Long-term lease liabilities	386	402
Total liabilities	2,061	2,386
Stockholders’ equity:
Common stock; $0.01 par value; 60,000,000 shares authorized as of March 31, 2022 and December 31, 2021, 7,108,133 shares issued and outstanding as of March 31, 2022 and December 31, 2021	72	72
Additional paid-in capital	70,331	69,902
Accumulated deficit	(58,782)	(55,593)
Total stockholders’ equity	11,621	14,381
Total liabilities and stockholders’ equity	$ 13,682	$ 16,767

Interim Consolidated Balance _2

Interim Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	7,108,133	7,108,133
Common stock, shares outstanding	7,108,133	7,108,133

Interim Consolidated Statements

Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Research and development	$ (1,706)	$ (1,119)
General and administrative	(1,470)	(1,273)
Operating loss	(3,176)	(2,392)
Financing income (expenses), net	(13)	4
Net loss	$ (3,189)	$ (2,388)
Basic and diluted net loss per share	$ (0.45)	$ (0.34)
Basic and diluted weighted average common shares outstanding	7,108,133	7,108,133

Interim Consolidated Statemen_2

Interim Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 72	$ 68,516	$ (44,280)	$ 24,308
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	7,108,133
Share-based compensation		410		410
Net loss			(2,388)	(2,388)
Ending balance, value at Mar. 31, 2021	$ 72	68,926	(46,668)	22,330
Shares, Outstanding, Ending Balance at Mar. 31, 2021	7,108,133
Beginning balance, value at Dec. 31, 2021	$ 72	69,902	(55,593)	14,381
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	7,108,133
Share-based compensation		429		429
Net loss			(3,189)	(3,189)
Ending balance, value at Mar. 31, 2022	$ 72	$ 70,331	$ (58,782)	$ 11,621
Shares, Outstanding, Ending Balance at Mar. 31, 2022	7,108,133

Interim Consolidated Statemen_3

Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net loss	$ (3,189)	$ (2,388)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization	21	18
Non-cash and accrued interest	1
Share-based compensation expense	429	410
Changes in assets and liabilities:
Prepaid expenses and other assets	177	97
Other payables and accrued liabilities	(446)	(131)
Net cash flows from operating activities	(3,007)	(1,994)
Investing activities:
Purchases of property and equipment	(16)	(5)
Proceeds from sales of investment		270
Net cash flows from investing activities	(16)	265
Decrease in cash, cash equivalents and restricted cash	(3,023)	(1,729)
Cash, cash equivalents and restricted cash at beginning of period	13,580	19,734
Cash, cash equivalents and restricted cash at end of period	10,557	18,005
Supplemental disclosure of cash flow information:
Cash received from interest		2
Right-of-use asset and lease liability	$ 121

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2022
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 robotic endoluminal surgery devices 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. The Company incorporated on August 2, 1988 Delaware 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”). 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-month period ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ended December 31, 2022. D. Risk Factors: To date, the Company has not generated revenues from its operations. As of March 31, 2022, the Company had unrestricted cash, cash equivalent and marketable securities balance of approximately $ 12,470 excluding encumbered cash, which management believes is sufficient to fund its operations for 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 incur additional losses for the foreseeable future. While management of the Company believes that it has sufficient funds for 12 months, the Company expects to raise additional funds through future issuances of either debt and/or equity securities and possibly grants from 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. MICROBOT MEDICAL INC. Notes to Interim Consolidated Financial Statements (continued) U.S. dollars in thousands (Except share and per share data) An epidemic of the coronavirus disease (“COVID-19”) is ongoing throughout the world. As the outbreak is still evolving, although lockdowns in many places are being lifted, much of its impact continues to change. As of this filing, it is impossible to predict future effects and potential spread of the coronavirus disease globally. The coronavirus disease may cause significant delays and disruptions to our pre-clinical studies. Additionally, travel restrictions have been implemented with respect to certain countries in an effort to contain the coronavirus disease, and several countries have screenings of travelers. As travel restrictions may be implemented and adopted by countries around the world, 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 its products. The ultimate impact of the COVID-19 outbreaks or similar health epidemics are highly uncertain and subject to changes, and the Company cannot presently predict the scope and severity of any potential business shutdowns or disruptions. However, if the Company or any of the third parties with whom the Company engages, including the suppliers, animal 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	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF 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. Fair value of financial instruments: The carrying values of cash and cash equivalents, other receivables and other accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments. 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 MICROBOT MEDICAL INC. Notes to Interim Consolidated Financial Statements (continued) U.S. dollars in thousands (Except share and per share data) The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES FAIR VALUE MEASUREMENTS As of March 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 6,588 $ 6,588 $ - $ - Marketable securities: Other money market funds $ 1,998 $ 1,998 $ - $ - As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 8,587 $ 8,587 $ - $ - Marketable securities: Other money market funds $ 1,999 $ 1,999 $ - $ - Contingencies Management records and discloses legal contingencies in accordance with ASC Topic 450 Contingencies Recently issued 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 December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. These exceptions include the exception to the incremental approach for intra-period tax allocation in the event of a loss from continuing operations and income or a gain from other items (such as other comprehensive income), and the exception to using general methodology for the interim period tax accounting for year-to-date losses that exceed anticipated losses. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2019-12 will have on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the Company on January 1, 2022 and only impacts annual financial statement footnote disclosures. Therefore, the adoption will not have a material effect on the Company’s consolidated financial statements. Recently issued accounting pronouncements not yet adopted: In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments”, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The 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) with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
Leases
LEASES	NOTE 3 - LEASES The Company has lease agreements with lease and non-lease components, which it accounts for as a single lease component. 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 its sublease transactions are de minimis. MICROBOT MEDICAL INC. Notes to Interim Consolidated Financial Statements (continued) U.S. dollars in thousands (Except share and per share data) Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES For the Three Months Ended March 31, 2022 2021 Cash payments and expenses $ 93 $ 64 Undiscounted maturities of operating lease payments as of March 31, 2022 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2022 (Remainder of the year) $ 276 2023 325 2024 173 Total future lease payments 774 Less imputed interest (72 ) Total lease liabilities balance $ 702 SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES As of As of 2022 2021 Operating leases weighted average remaining lease term (in years) 2 3 3 Operating leases weighted average discount rate 9 % 9 %

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 4 - COMMITMENTS AND CONTINGENCIES Government Grants: Microbot Israel has received grants from the Israeli Innovation Authority (“IIA”) for participation in research and development since 2013 through March 31, 2022 totaling approximately $ 1,500 . In addition, as a result of the agreement with CardioSert as described below in this Note 4, on January 4, 2018, Microbot Israel Microbot Israel took over the liability to repay CardioSert’s IIA grants in the aggregate amount of approximately $ 530. The Company is obligated to pay royalties amounting to 3.0% - 3.5% of its future sales. The grants are 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% 3.0% 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 MICROBOT MEDICAL INC. Notes to Interim Consolidated Financial Statements (continued) U.S. dollars in thousands (Except share and per share data) On May 25, 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 6,738 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 1.00 40,000 12.86 exchange rate of NIS 3.176 to the dollar ATM Agreement: On June 10, 2021, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), as sales agent, in connection with an “at the market offering” under which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, par value $ 0.01 10,000 The offer and sale of the shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the shares of common stock subject to the ATM Agreement or (b) the termination of the ATM Agreement by Wainwright or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the shares and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement. Strategic collaboration agreement with Stryker On December 22, 2021, the Company entered into a strategic collaboration agreement for technology co-development with Stryker Corporation, acting through its Neurovascular Division. Pursuant to the agreement, the collaborative development program between the Company and Stryker aims to integrate certain of Stryker’s instruments with the Company’s LIBERTY ® The activities contemplated by the agreement shall be specified in one or more development plans derived from the terms and conditions set forth in the agreement. Each party bears its own costs and expenses in connection with the performance of the agreement and its assigned development activities. Each of the Company and Stryker shall retain its right, title and interest to its existing intellectual property. Jointly developed intellectual property shall be owned by a party, based on the nature of the intellectual property as it relates to each parties’ respective business, and licensed back to the other party pursuant to a worldwide, irrevocable, perpetual, royalty-free, paid-up, nonexclusive, sub-licensable license. Jointly developed intellectual property that is not exclusively pertaining to one party’s business shall be jointly and equally owned by both the Company and Stryker. MICROBOT MEDICAL INC. Notes to Interim Consolidated Financial Statements (continued) U.S. dollars in thousands (Except share and per share data) The term of the agreement continues until the completion of the last development plan agreed upon, unless earlier terminated pursuant to the terms of the agreement. The companies conducted discussions to define the development plan in the first quarter of 2022, and the development activities with Stryker are expected to commence in the second quarter of 2022. Each of the Company and Stryker are subject to customary terms regarding non-disclosure of the other’s confidential information, and are further subject to mutual indemnification obligations. 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 83,333 The complaint seeks rescission of the SPA and return of the Plaintiffs’ $ 6,750 The Company’s management is unable to assess the likelihood that it would be successful in any trial with respect to the SPA or the Financing, having previously lost the Sabby lawsuit. Accordingly, no assurance can be given that if the Company goes to trial and ultimately loses, or if the Company decides to settle at any time, such an adverse outcome would not be material to the Company’s consolidated financial position. MICROBOT MEDICAL INC. Notes to Interim Consolidated Financial Statements (continued) U.S. dollars in thousands (Except share and per share data) Alliance Litigation On April 28, 2019, the Company brought an action against Alliance Investment Management, Ltd. (“Alliance”), later amended to include Joseph Mona (“Mona”) as a defendant, 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 and Mona to disgorge short swing profits realized from purchases and sales of the Company’s securities within a period of less than six months. The amount of profits was estimated in the complaint to be approximately $ 468 151 On December 18, 2020, the Magistrate Judge recommended that: (i) judgment of $ 485 On March 30, 2021, the court issued an order adopting the Magistrate Judge’s Report & Recommendation; and on March 31, 2021, the clerk entered judgement against Joseph Mona and in favor of the Company in the amount of $ 484 . In June 2021, Mona filed an amended counterclaim which the Company responded to in July 2021. The parties are currently in discovery.

SHARE CAPITAL

SHARE CAPITAL	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
SHARE CAPITAL	NOTE 5 - SHARE CAPITAL Share Capital Developments: As of March 31, 2022 and December 31, 2021, the Company had 7,108,133 Employee Stock Option Grants: During the three months ended March 31, 2022, the Company granted to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, options to purchase an aggregate of 100,000 6.48 3 During the three months ended March 31, 2022, the Company granted to certain employees and consultants and directors, options to purchase an aggregate of 87,500 6.48 3

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Fair value of financial instruments:	Fair value of financial instruments: The carrying values of cash and cash equivalents, other receivables and other accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments. 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 MICROBOT MEDICAL INC. Notes to Interim Consolidated Financial Statements (continued) U.S. dollars in thousands (Except share and per share data) The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES FAIR VALUE MEASUREMENTS As of March 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 6,588 $ 6,588 $ - $ - Marketable securities: Other money market funds $ 1,998 $ 1,998 $ - $ - As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 8,587 $ 8,587 $ - $ - Marketable securities: Other money market funds $ 1,999 $ 1,999 $ - $ -
Contingencies:	Contingencies Management records and discloses legal contingencies in accordance with ASC Topic 450 Contingencies
Recently issued accounting pronouncements:	Recently issued 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 December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. These exceptions include the exception to the incremental approach for intra-period tax allocation in the event of a loss from continuing operations and income or a gain from other items (such as other comprehensive income), and the exception to using general methodology for the interim period tax accounting for year-to-date losses that exceed anticipated losses. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2019-12 will have on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the Company on January 1, 2022 and only impacts annual financial statement footnote disclosures. Therefore, the adoption will not have a material effect on the Company’s consolidated financial statements.
Recently issued accounting pronouncements not yet adopted:	Recently issued accounting pronouncements not yet adopted: In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments”, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. The 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) with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES FAIR VALUE MEASUREMENTS	The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES FAIR VALUE MEASUREMENTS As of March 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 6,588 $ 6,588 $ - $ - Marketable securities: Other money market funds $ 1,998 $ 1,998 $ - $ - As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 8,587 $ 8,587 $ - $ - Marketable securities: Other money market funds $ 1,999 $ 1,999 $ - $ -

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
Leases
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES	Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES For the Three Months Ended March 31, 2022 2021 Cash payments and expenses $ 93 $ 64
SCHEDULE OF MATURITIES OF LEASE LIABILITIES	Undiscounted maturities of operating lease payments as of March 31, 2022 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2022 (Remainder of the year) $ 276 2023 325 2024 173 Total future lease payments 774 Less imputed interest (72 ) Total lease liabilities balance $ 702
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES	SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES As of As of 2022 2021 Operating leases weighted average remaining lease term (in years) 2 3 3 Operating leases weighted average discount rate 9 % 9 %

GENERAL (Details Narrative)

GENERAL (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date of incorporation	Aug. 2, 1988
State of incorporation	DE
Unrestricted cash and cash equivalent	$ 12,470

SCHEDULE OF FINANCIAL ASSETS AN

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Money Market Funds [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	$ 6,588	$ 8,587
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	6,588	8,587
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
Other Money Market Funds [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	1,998	1,999
Other Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	1,998	1,999
Other Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
Other Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value

SCHEDULE OF SUPPLEMENTAL CASH F

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
Cash payments and expenses	$ 93	$ 64

SCHEDULE OF MATURITIES OF LEASE

SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) $ in Thousands	Mar. 31, 2022USD ($)
Leases
2022 (Remainder of the year)	$ 276
2023	325
2024	173
Total future lease payments	774
Less imputed interest	(72)
Total lease liabilities balance	$ 702

SCHEDULE OF SUPPLEMENTAL INFORM

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Operating leases weighted average discount rate	9.00%	9.00%
Minimum [Member]
Operating leases weighted average remaining lease term (in years)	2 years	3 years
Maximum [Member]
Operating leases weighted average remaining lease term (in years)	3 years

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands	Mar. 30, 2021USD ($)	Dec. 18, 2020USD ($)	Apr. 28, 2019USD ($)	May 25, 2018USD ($)shares	Jan. 04, 2018USD ($)$ / shares	Jan. 04, 2018ILS (₪)	Jan. 04, 2018USD ($)$ / shares	Jun. 30, 2012	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021$ / shares	Jun. 10, 2021USD ($)$ / shares
Loss Contingencies [Line Items]
Common stock par value | $ / shares									$ 0.01	$ 0.01
Joseph Mona [Member]
Loss Contingencies [Line Items]
Purchase price of plaintiffs	$ 484
Securities Purchase Agreement [Member]
Loss Contingencies [Line Items]
Settlement amount									$ 3,700
Number of post-stock split shares returned | shares									83,333
Purchase price of plaintiffs									$ 6,750
Israeli Innovation Authority [Member] | CardioSert Ltd [Member]
Loss Contingencies [Line Items]
Repayment of government grants							$ 530
Technion Research and Development Foundation Limited [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Royalties payable as percentage of future sales								1.50%
Technion Research and Development Foundation Limited [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Royalties payable as percentage of future sales								3.00%
CardioSert Ltd [Member] | Technology [Member]
Loss Contingencies [Line Items]
Initial payment				$ 250	$ 50
Number of common shares issued for acquisition | shares				6,738
Number of common shares issued for acquisition, value				$ 74
Buy back amount per patent | $ / shares					$ 1		$ 1
Monthly consultation fee | ₪						₪ 40,000
Currency exchange rate, description					exchange rate of NIS 3.176 to the dollar	exchange rate of NIS 3.176 to the dollar
CardioSert Ltd [Member] | Minimum [Member] | Technology [Member]
Loss Contingencies [Line Items]
Investments					$ 2,000		$ 2,000
H.C. Wainwright & Co. LLC [Member] | At-the-Market Offering Agreement [Member]
Loss Contingencies [Line Items]
Common stock par value | $ / shares											$ 0.01
Offering costs											$ 10,000
Alliance Investment Management, Ltd. [Member]
Loss Contingencies [Line Items]
Litigation settlement		$ 485	$ 468
Loss on settlement			$ 151
2013 Through March 31, 2022 [Member] | Israeli Innovation Authority [Member]
Loss Contingencies [Line Items]
Revenue from Contract with Customer, Including Assessed Tax									$ 1,500
2013 Through March 31, 2022 [Member] | Israeli Innovation Authority [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Royalties payable as percentage of future sales									3.00%
2013 Through March 31, 2022 [Member] | Israeli Innovation Authority [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Royalties payable as percentage of future sales									3.50%

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock, shares issued	7,108,133	7,108,133
Common stock, shares outstanding	7,108,133	7,108,133
Mr. Harel Gadot [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of stock options granted	100,000
Weighted-average exercise price per share, granted	$ 6.48
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period	3 years
Employees and Consultants and Directors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of stock options granted	87,500
Weighted-average exercise price per share, granted	$ 6.48
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period	3 years