Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
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 | 288 Grove Street |
Entity Address, Address Line Two | Suite 388 |
Entity Address, City or Town | Braintree |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02184 |
City Area Code | (781) |
Local Phone Number | 875-3605 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 288 Grove Street |
Entity Address, Address Line Two | Suite 388 |
Entity Address, City or Town | Braintree |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02184 |
City Area Code | (781) |
Local Phone Number | 875-3605 |
Contact Personnel Name | Harel Gadot |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 1,335 | $ 2,442 | $ 13,493 |
Marketable securities | 6,818 | 5,760 | 1,999 |
Short-term deposit | 3 | ||
Restricted cash | 46 | 77 | 87 |
Prepaid expenses and other current assets | 208 | 532 | 300 |
Total current assets | 8,407 | 8,814 | 15,879 |
Property and equipment, net | 184 | 221 | 244 |
Operating right-of-use assets | 297 | 502 | 644 |
Total assets | 8,888 | 9,537 | 16,767 |
Current liabilities: | |||
Accounts payable | 238 | 116 | 279 |
Lease liabilities | 206 | 283 | 278 |
Accrued liabilities | 1,047 | 1,670 | 1,427 |
Total current liabilities | 1,491 | 2,069 | 1,984 |
Non-current liabilities: | |||
Long-term lease liabilities | 39 | 179 | 402 |
Total liabilities | 1,530 | 2,248 | 2,386 |
Commitments and contingencies | |||
Shareholders’ equity: | |||
Common stock; $0.01 par value; 60,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 11,707,317 and 7,890,628 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 118 | 80 | 72 |
Additional paid-in capital | 83,587 | 75,970 | 69,902 |
Accumulated deficit | (76,347) | (68,761) | (55,593) |
Total shareholders’ equity | 7,358 | 7,289 | 14,381 |
Total liabilities and shareholders’ equity | $ 8,888 | $ 9,537 | $ 16,767 |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 |
Common stock, shares issued | 11,707,317 | 7,890,628 | 7,108,133 |
Common stock, shares outstanding | 11,707,317 | 7,890,628 | 7,108,133 |
Interim Consolidated Statements
Interim Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Research and development, net | $ (1,612) | $ (1,953) | $ (4,594) | $ (5,852) | $ (7,736) | $ (6,153) |
General and administrative | (932) | (1,521) | (3,193) | (4,361) | (5,545) | (5,204) |
Operating loss | (2,544) | (3,474) | (7,787) | (10,213) | (13,281) | (11,357) |
Financing income, net | 98 | 6 | 201 | 43 | 118 | 44 |
Capital loss | (5) | |||||
Net loss | $ (2,446) | $ (3,468) | $ (7,586) | $ (10,170) | $ (13,168) | $ (11,313) |
Basic net loss per share | $ (0.21) | $ (0.49) | $ (0.79) | $ (1.43) | $ (1.81) | $ (1.59) |
Diluted net loss per share | $ (0.21) | $ (0.49) | $ (0.79) | $ (1.43) | $ (1.81) | $ (1.59) |
Basic weighted average common shares outstanding | 11,707,317 | 7,108,133 | 9,653,337 | 7,108,133 | 7,260,344 | 7,108,133 |
Diluted weighted average common shares outstanding | 11,707,317 | 7,108,133 | 9,653,337 | 7,108,133 | 7,260,344 | 7,108,133 |
Interim Consolidated Statemen_2
Interim Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2020 | $ 72 | $ 68,516 | $ (44,280) | $ 24,308 | |
Balance, shares at Dec. 31, 2020 | 7,108,133 | ||||
Share-based compensation | 1,386 | 1,386 | |||
Net loss | (11,313) | (11,313) | |||
Balances at Dec. 31, 2021 | $ 72 | 69,902 | (55,593) | 14,381 | |
Balance, shares at Dec. 31, 2021 | 7,108,133 | ||||
Share-based compensation | 429 | 429 | |||
Net loss | (3,189) | (3,189) | |||
Balances at Mar. 31, 2022 | $ 72 | 70,331 | (58,782) | 11,621 | |
Balance, shares at Mar. 31, 2022 | 7,108,133 | ||||
Balance at Dec. 31, 2021 | $ 72 | 69,902 | (55,593) | 14,381 | |
Balance, shares at Dec. 31, 2021 | 7,108,133 | ||||
Net loss | (10,170) | ||||
Balances at Sep. 30, 2022 | $ 72 | 71,224 | (65,763) | 5,533 | |
Balance, shares at Sep. 30, 2022 | 7,108,133 | ||||
Balance at Dec. 31, 2021 | $ 72 | 69,902 | (55,593) | 14,381 | |
Balance, shares at Dec. 31, 2021 | 7,108,133 | ||||
Issuance of common stock and warrants net of issuance costs () | $ 8 | 4,316 | 4,324 | ||
Issuance of common stock upon exercise of warrants, shares | 782,495 | ||||
Share-based compensation | 1,752 | 1,752 | |||
Net loss | (13,168) | (13,168) | |||
Balances at Dec. 31, 2022 | $ 80 | 75,970 | (68,761) | 7,289 | |
Balance, shares at Dec. 31, 2022 | 7,890,628 | ||||
Balance at Mar. 31, 2022 | $ 72 | 70,331 | (58,782) | 11,621 | |
Balance, shares at Mar. 31, 2022 | 7,108,133 | ||||
Share-based compensation | 432 | 432 | |||
Net loss | (3,513) | (3,513) | |||
Balances at Jun. 30, 2022 | $ 72 | 70,763 | (62,295) | 8,540 | |
Balance, shares at Jun. 30, 2022 | 7,108,133 | ||||
Share-based compensation | 461 | 461 | |||
Net loss | (3,468) | (3,468) | |||
Balances at Sep. 30, 2022 | $ 72 | 71,224 | (65,763) | 5,533 | |
Balance, shares at Sep. 30, 2022 | 7,108,133 | ||||
Balance at Dec. 31, 2022 | $ 80 | 75,970 | (68,761) | 7,289 | |
Balance, shares at Dec. 31, 2022 | 7,890,628 | ||||
Issuance of common stock and warrants net of issuance costs () | $ 3 | (3) | |||
Issuance of common stock upon exercise of warrants, shares | 240,000 | ||||
Share-based compensation | 412 | 412 | |||
Net loss | (2,853) | (2,853) | |||
Balances at Mar. 31, 2023 | $ 83 | 76,379 | (71,614) | 4,848 | |
Balance, shares at Mar. 31, 2023 | 8,130,628 | ||||
Balance at Dec. 31, 2022 | $ 80 | 75,970 | (68,761) | 7,289 | |
Balance, shares at Dec. 31, 2022 | 7,890,628 | ||||
Net loss | (7,586) | ||||
Balances at Sep. 30, 2023 | $ 118 | 83,587 | (76,347) | 7,358 | |
Balance, shares at Sep. 30, 2023 | 11,707,317 | ||||
Balance at Mar. 31, 2023 | $ 83 | 76,379 | (71,614) | 4,848 | |
Balance, shares at Mar. 31, 2023 | 8,130,628 | ||||
Issuance of common stock and warrants net of issuance costs () | [1] | $ 35 | 6,523 | 6,558 | |
Issuance of common stock upon exercise of warrants, shares | [1] | 3,576,689 | |||
Share-based compensation | 349 | 349 | |||
Net loss | (2,287) | (2,287) | |||
Balances at Jun. 30, 2023 | $ 118 | 83,251 | (73,901) | 9,468 | |
Balance, shares at Jun. 30, 2023 | 11,707,317 | ||||
Share-based compensation | 336 | 336 | |||
Net loss | (2,446) | (2,446) | |||
Balances at Sep. 30, 2023 | $ 118 | $ 83,587 | $ (76,347) | $ 7,358 | |
Balance, shares at Sep. 30, 2023 | 11,707,317 | ||||
[1]Net of issuance costs in the amount of $ 1,075 |
Interim Consolidated Statemen_3
Interim Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||||
Net loss | $ (7,586) | $ (10,170) | $ (13,168) | $ (11,313) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||
Depreciation and amortization | 71 | 69 | 102 | 76 |
Interest income and unrealized gains from marketable securities, net | (105) | (12) | ||
Loss on disposal of property and equipment | 5 | |||
Share-based compensation expense | 1,097 | 1,322 | 1,752 | 1,386 |
Changes in assets and liabilities: | ||||
Prepaid expenses and other assets | 549 | 350 | 13 | 177 |
Other payables and accrued liabilities | (738) | (657) | (241) | 320 |
Net cash flows used in operating activities | (6,712) | (9,086) | (11,549) | (9,354) |
Investing activities: | ||||
Short term deposit | 3 | (3) | ||
Purchases of property and equipment | (38) | (83) | (84) | (69) |
Sale of property and equipment | 2 | |||
Proceeds from sale of investment | 270 | |||
Purchases of marketable securities | (8,379) | (3,749) | ||
Proceeds from sales of a marketable securities | 2,039 | 2,999 | ||
Proceeds from maturities of marketable securities | 5,389 | |||
Net cash flows used in investing activities | (984) | (83) | (3,836) | 3,200 |
Financing activities: | ||||
Issuance of common stock and warrants, net of issuance costs | 6,558 | 4,324 | ||
Net cash flows provided by financing activities | 6,558 | 4,324 | ||
Decrease in cash, cash equivalents and restricted cash | (1,138) | (9,169) | (11,061) | (6,154) |
Cash, cash equivalents and restricted cash at beginning of period | 2,519 | 13,580 | 13,580 | 19,734 |
Cash, cash equivalents and restricted cash at end of period | 1,381 | 4,411 | 2,519 | 13,580 |
Supplemental disclosure of cash flow information: | ||||
Cash received from interest | 100 | 15 | 51 | 1 |
Right-of-use asset and lease liability | $ 20 | $ 147 | $ 103 | $ 69 |
Interim Consolidated Statemen_4
Interim Consolidated Statements of Shareholders' Equity (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of issuance costs | $ 1,075 |
GENERAL
GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 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 robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients. The Company incorporated on August 2, 1988 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, par value $ 0.01 The Company and Microbot Israel, its sole subsidiary, are sometimes collectively referred to as the “Company” as the context may require. B. Risk Factors To date, the Company has not generated revenues from its operations. As of September 30, 2023, the Company had cash equivalents and marketable securities balance of approximately $ 8,153 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 until approximately April 2024, partially as a result of the Company’s cost reduction program implemented in May 2023 and capital raises in May and June 2023, the Company will 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. See Note 6 for additional risk factors which have developed subsequent to September 30, 2023. C. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. D. 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 nine and three-month periods ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. | 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. The Company incorporated on August 2, 1988 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 subsidiary are sometimes collectively referred to as the “Company” as the context may require. B. Risk Factors: To date, the Company has not generated revenues from its operations. As of December 31, 2022, the Company had cash equivalents and marketable securities balance of approximately $ 8,202 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) 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 until August 2023, the Company will 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. C. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 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 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 The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022: SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT As of September 30, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 6,220 $ 6,220 $ - $ - Money market mutual funds 598 598 - - $ 6,818 $ 6,818 $ - $ - As of December 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: U.S. treasury securities $ 1,247 $ 1,247 $ - $ - Marketable securities: U.S. treasury securities $ 3,761 $ 3,761 $ - $ - Money market mutual funds 1,999 1,999 - - $ 5,760 $ 5,760 $ - $ - The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy. The Company’s securities and money market funds are classified as Level 1. Other than that, the Company doesn’t have any other financial assets or financial liabilities marked to market at fair value as of September 30, 2023 and December 31, 2022. Contingencies Management records and discloses legal contingencies in accordance with ASC Topic 450, Contingencies. Accordingly, management of the Company will recognize a liability for a legal contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters in each reporting period in order to determine if any adjustments are required. Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, 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 the Company’s financial position or results of operations upon adoption. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of the financial statements are as follows: A. Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). B. Financial statement in U.S. dollars The functional currency of the Company is the U.S. dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. C. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Inter-company balances and transactions have been eliminated in consolidation. D. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of three months or less at the date of purchase. E. Restricted cash Restricted cash as of December 31, 2022 and 2021 included an $ 77 87 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) F. Fair value of financial instruments The carrying values of cash and cash equivalents, other receivable and other accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments. The Company measures the fair value of certain of its financial instruments (such as marketable securities) on a recurring basis. The method of determining the fair value of marketable securities is discussed in Note 4. 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 G. Concentrations of credit risk Financial instruments which potentially subject the Company to credit risk consist primarily of cash and cash equivalents and marketable securities. The Company holds these investments in highly rated financial institutions. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. H. Property and equipment Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, at the following annual rates: ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT % Research equipment and software 25 33 Furniture and office equipment 7 Leasehold improvements Over the lease period I. Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Microbot Israel are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”). According to Article 14, these employees are entitled to monthly deposits made by Microbot Israel on their behalf with insurance companies. Payments in accordance with Article 14 release Microbot Israel from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheets. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) J. Basic and diluted net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stock shareholders by the weighted average number of shares of common stock outstanding during the year without consideration of potentially dilutive securities. Diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2022 and December 31, 2021, since all such securities have an anti-dilutive effect. K. Research and development expenses Research and development expenses are charged to the statement of comprehensive loss as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. L. Share-based compensation The Company applies ASC 718-10, “Share-Based Payment” (“ASC 718-10”), which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including stock options under the Company’s stock plans based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of stock options using an option-pricing model, which is recognized as an expense over the requisite service periods in the Company’s statement of comprehensive loss, based on a straight-line method. The Company recognizes compensation cost for an equity classified award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant date fair value of such award that is vested at that date. The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. The Company estimates the fair value of stock options granted as share-based payment awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector for equity awards granted prior to the Merger and on the Company’s trading share price for equity awards granted subsequent to the Merger. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected stock option term is calculated for stock options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) M. Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022, and 2021, the Company had a full valuation allowance against deferred tax assets. N. Marketable securities The Company invests in various debt securities and an equity security. Debt securities consist of U.S. treasury securities. Equity security consist of a mutual fund. The Company records these investments in the consolidated balance sheet at fair value. For all of the Company’s debt securities, the Company elected the fair value option and thus all unrealized gains or losses for these securities are included in financing income, net. Unrealized gains or losses for the equity security are included in financing income, net. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. O. Leases The Company implements ASU 2016-02, Leases (“Topic 842”). This ASU requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. Arrangements that are determined to be leases at inception are recognized as long-term right-of-use assets (“ROU”) and lease liabilities in the balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. 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 operating leases or payments are recognized on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception. Operating lease assets are presented as operating lease ROU assets, and corresponding as lease liabilities (current portion), and as operating long-term lease liabilities, on the Company’s consolidated balance sheets. 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 it 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 considers 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 it 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 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 CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) P. Contingencies Management records and discloses legal contingencies in accordance with ASC Topic 450 Contingencies. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters to determine if any adjustments are required. Q Government grants Government grants which are received from the IIA by way of participation in research and development that is conducted by the Company, are received in installments as the program progresses based on qualified research spending. Grants received are recognized when the grant becomes receivable, provided there was reasonable assurance that the Company will comply with the conditions attached to the grant and there was reasonable assurance the grant will be received. R. 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 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. Refer to Note 2Q above. |
CASH AND CASH EQUIVALENTS AND M
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES | NOTE 3 – CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES The following table sets forth our cash, cash equivalents and marketable securities as of December 31, 2022 and 2021: SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES 2022 2021 As of December 31, 2022 2021 Cash and cash equivalents: Cash $ 1,195 $ 13,493 U.S. treasury securities 1,247 - Total cash and cash equivalents $ 2,442 $ 13,493 Marketable securities: Money market mutual funds $ 1,999 $ 1,999 U.S. treasury securities 3,761 - Total marketable securities $ 5,760 $ 1,999 Total cash and cash equivalents and marketable securities $ 8,202 $ 15,492 The unrealized gains on our marketable securities were $ 12 1 Treasuries have contractual maturities of less than 12 months. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 - FAIR VALUE MEASUREMENTS Fair value measurement The following table summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of December 31, 2022 and 2021: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES As of December 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: U.S. treasury securities $ 1,247 $ 1,247 $ - $ - Marketable securities: U.S. treasury securities $ 3,761 $ 3,761 $ - $ - Money market mutual funds 1,999 1,999 - - $ 5,760 $ 5,760 $ - $ - As of December 31, 2021 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ - $ - $ - $ - Marketable securities: Money market mutual funds $ 1,999 $ 1,999 $ - $ - (*) Reclassified The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy. The Company’s securities and money market funds are classified as Level 1. Other than that, the Company doesn’t have any other financial assets or financial liabilities marked to market at fair value as of December 31, 2022 and 2021. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 As of December 31, 2022 2021 Amounts due from government institutions $ 103 $ 174 Prepaid expenses 429 126 Total prepaid expenses and other current assets $ 532 $ 300 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 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 for the periods presented. 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. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2023 2022 For the Nine Months Ended 2023 2022 Cash payments and expenses $ 216 $ 247 Undiscounted maturities of operating lease payments as of September 30, 2023 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2023 (Remainder of the year) $ 60 2024 182 2025 15 Total future lease payments 257 Less imputed interest (12 ) Total lease liability balance $ 245 SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES September 30, December 31, 2023 2022 Operating leases weighted average remaining lease term (in years) 1 2 2 Operating leases weighted average discount rate 9 % 9 % | NOTE 6 - LEASES In November 2019, the Company signed a lease agreement for the period from November 2019 till October 2024. In addition, the Company received an option to extend the lease agreement for additional 5 The monthly lease payments are approximately $ 16 To secure the lease payments the Company had issued a bank guarantee of $ 54 Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2022 2021 For the Years Ended December 31, 2022 2021 Cash payments and expenses $ 344 $ 330 Undiscounted maturities of operating lease payments as of December 31, 2022 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2022 As of December 31, 2022 2023 $ 312 2024 181 2025 2 Total future lease payments 495 Less imputed interest (33 ) Total lease liability balance $ 462 SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES As of December 31, 2022 2021 Operating leases weighted average remaining lease term (in years) 2 3 Operating leases weighted average discount rate 9 % 9 % |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 - PROPERTY AND EQUIPMENT, NET SUMMARY OF PROPERTY AND EQUIPMENT, NET As of December 31, 2022 2021 Cost: Research equipment and software $ 71 $ 68 Leasehold improvement 229 229 Furniture and office equipment 308 236 608 533 Accumulated Depreciation: Research equipment and software 63 54 Leasehold improvement 135 89 Furniture and office equipment 189 146 387 289 $ 221 $ 244 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 8 - ACCRUED LIABILITIES SUMMARY OF ACCRUED LIABILITIES 2022 2021 As of December 31, 2022 2021 Employee-related liabilities $ 1,372 $ 1,031 Other current liabilities 298 396 Total Accrued Liabilities $ 1,670 $ 1,427 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 4 - COMMITMENTS AND CONTINGENCIES Israeli Innovation Authority Grants Microbot Israel has received grants from the Israeli Innovation Authority (“IIA”) for participation in research and development since 2013 through September 30, 2023 totaling approximately $ 1,656 . This amount includes advance payment in the third quarter of 2023 of approximately $ 156 which is a portion of additional grant previously approved from the IIA in the amount of approximately NIS 1.62 million, which based on an exchange rate on September 30, 2023 of NIS 1.00 = $0.2614, would be approximately $423 , to further finance the development of the Company’s manufacturing process of the LIBERTY ® In addition, as a result of the agreement with CardioSert Ltd. (“CardioSert”) on January 4, 2018, Microbot Israel took over the liability to repay CardioSert’s IIA grants in the aggregate amount of approximately $ 530 As a result of the agreement with Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”), on October 6, 2022, Microbot Israel took over the liability to repay Nitiloop’s IIA grants in the aggregate amount of approximately $ 925 In relation to the IIA grants described above, the Company is obligated to pay royalties amounting to 3 5 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. Approval for Grant from Ministry of Economy On March 2, 2023, the Company announced that it received approval for a grant from the Ministry of Economy of the State of Israel in the amount of approximately NIS 300 exchange rate on such date of NIS 1.00 = $0.27457, would be approximately $82 On November 1, 2023, the Company received NIS 109,474 27 In relation to the Ministry of Economy grant, the Company is obligated to pay royalties amounting to between 3 5 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 amended, the “License Agreement”) with respect to the Company’s Self-Cleaning Shunt (SCS) project and its TipCat assets in addition to certain technology relating to the Company’s LIBERTY device. As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5 3.0 The Company in October 2022 suspended the SCS project while it evaluated alternatives for the SCS assets (mainly related patents), including seeking buyers for the assets, joint ventures or licensing arrangements, spinning off the assets into a new operating company or discontinuing the project altogether, and as a result of the Company’s May 2023 implementation of its core-business focus program and cost reduction plan, the Company returned the licensed intellectual property for the TipCat back to TRDF in June 2023, and returned the licensed intellectual property for the SCS (ViRob) back to TRDF in July 2023. Agreement with CardioSert Ltd. On January 4, 2018, Microbot Israel entered into an agreement with CardioSert (the “CardioSert Agreement”) to acquire certain of its patent-protected technology (the “Technology”). Pursuant to the CardioSert Agreement, Microbot Israel made aggregate payments of $ 300 6,738 74 The CardioSert Agreement may be terminated by Microbot Israel at any time for convenience upon 90-days’ notice. The CardioSert 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 CardioSert Agreement except if Microbot Israel has invested more than $ 2,000 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 Additionally, the CardioSert Agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023, Microbot Israel paid CardioSert a monthly consultation fee of NIS 40,000 11 exchange rate of NIS 3.7 to the dollar As of the filing date of this Quarterly Report on Form 10-Q, CardioSert has not purchased back the Technology; however, the Company is in discussions with CardioSert with respect to post-termination matters. 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 having an aggregate offering price of up to $ 10,000 Engagement Letter with H.C. Wainwright On May 16, 2023 and in connection with the registered direct and private placement offerings referred to in Note 5 below, the Company entered into an engagement letter (the “Engagement Letter”) with Wainwright, pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company. As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0 1.0 Acquisition of Nitiloop’s Assets On October 6, 2022, Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product related materials (the “Assets”), of Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”). The Assets include intellectual property and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter (the “Nitiloop Technology”) and the products or potential products incorporating the Nitiloop Technology owned by Nitiloop and designated by Nitiloop as “NovaCross”, “NovaCross Xtreme” and “NovaCross BTK” and any enhancements, modifications and improvements thereof (“Devices”). Microbot Israel did not assume any material liabilities of Nitiloop other than obligations Nitiloop has to the IIA and relating to certain renewal/maintenance fees for a European patent application. In consideration for the acquisition of the Assets, Microbot Israel shall pay royalties to Nitiloop, which shall not, in the aggregate, exceed $ 8,000 ● Royalties at a rate of 3 ● Royalties at a rate of 1.5 Litigation Litigation Resulting from the 2017 Financing 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 (Index No. 651182/2020). The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017 equity financing (the “2017 Financing”), 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 Mona Litigation On April 28, 2019, the Company brought an action against Alliance Investment Management, Ltd. (“Alliance”), later amended to add Joseph Mona (“Mona”) as a defendant, in the Southern District of New York under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), to compel Alliance and/or 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 On October 28, 2019, Alliance filed a motion for summary judgment requesting that the Court dismiss the claims against Alliance, which was subsequently granted by the Court. On February 4, 2020, Mona answered the 16(b) claim and filed a counterclaim against the Company under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming a net loss on trading the Company’s stock of approximately $ 151 On March 31, 2021, the Court entered a judgment against Mona and in favor of the Company in the amount of approximately $ 485 On August 4, 2023, the Magistrate Judge issued a Report & Recommendation, which recommended that the District Court dismiss Mona’s Section 10(b) counterclaim in the entirety. On August 22, 2023, the District Court adopted the Report and Recommendation in full and dismissed the Section 10(b) counterclaim in its entirety. The time for appeal has expired and the Company is proceeding with collection efforts for the $ 485 | NOTE 9 - 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 December 31, 2022 totaling approximately $ 1,500 In addition, as a result of the agreement with CardioSert Ltd. (“CardioSert”) on January 4, 2018, Microbot Israel took over the liability to repay CardioSert’s IIA grants in the aggregate amount of approximately $ 530 In addition, as a result of the agreement with Nitiloop, on October 6, 2022, Microbot Israel took over the liability to repay Nitiloop’s IIA grants in the aggregate amount of approximately $ 925 In relation to the IIA grants described above, the Company is obligated to pay royalties amounting to 3.0 3.5 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 amended, the License Agreement”). As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5 3.0 Pursuant to the License Agreement, both parties agreed to extend the next development milestone for the Company’s Self Cleaning Shunt (SCS) project, which includes the First In Human milestone, until December 2024, and to continue to maintain the TipCat assets, which are still in a discovery phase, until December 2023. The Company in October 2022 suspended the SCS project while it evaluates alternatives for the SCS assets (mainly related patents), which may include seeking buyers for the assets, entering into joint ventures or licensing arrangements, spinning off the assets into a new operating company or discontinuing the project altogether. The Company has certain obligations to seek to develop and commercialize the SCS and the TipCat assets under the License Agreement. At the time of filing of this Annually Report on Form 10-K, the Company has been in discussions with TRDF with respect to the suspension of the SCS project and the status of the TipCat assets, and the Company expects that if it is unsuccessful in entering into alternative arrangements for such assets, the Company will return the licensed assets to TRDF. Agreement with CardioSert Ltd.: On January 4, 2018, Microbot Israel entered into an agreement with 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 CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) On May 25, 2018, Microbot Israel, delivered an Exercise Notice to CardioSert Ltd., notifying it that Microbot Israel 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 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 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 11.37 exchange rate of NIS 3.519 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 having an aggregate offering price of up to $ 10,000 Acquisition of Nitiloop’s Assets On October 6, 2022, Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product related materials (the “Assets”), of Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”). The Assets include intellectual property and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter (the “Technology”) and the products or potential products incorporating the Technology owned by Nitiloop and designated by Nitiloop as “NovaCross”, “NovaCross Xtreme” and “NovaCross BTK” and any enhancements, modifications and improvements thereof (“Devices”). Microbot Israel did not assume any material liabilities of Nitiloop other than obligations Nitiloop has to the IIA and relating to certain renewal/maintenance fees for a European patent application. In consideration for the acquisition of the Assets, Microbot Israel shall pay royalties to Nitiloop, which shall not, in the aggregate, exceed $ 8,000 ● Royalties at a rate of 3 ● Royalties at a rate of 1.5 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is accounted for as business combination or an acquisition of assets. Based on the Company’s analysis, the Company concluded that the acquisition of the assets does not meet the definition of a business for the purpose of applying SEC Rules (S-X Rules of 3-05, 8-04 and 11-01). Litigation: Litigation Resulting from 2017 Financing 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 (Index No. 651182/2020). The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017 equity financing (the “Financing”), 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 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 case is Microbot Medical Inc. v. Alliance Investment Management, Ltd., No. 19-cv-3782-GBD (SDNY). The amount of profits was estimated in the complaint to be approximately $ 468 On October 28, 2019, Alliance filed a motion for summary judgment requesting that the Court dismiss the claims against Alliance. 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, claiming a net loss on trading the Company’s stock of approximately $ 151 On September 17, 2020, the Court issued a Memorandum Decision & Order that, among other things, granted Alliance’s summary judgment motion. On March 30, 2021, the Court issued an Order; and on March 31, 2021, the Clerk entered judgment against Mona and in favor of the Company in the amount of approximately $ 485 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) In June 2021, the Magistrate issued an order permitting Mona to file an Amended Counterclaim Complaint, and rejected the Company’s request to execute on the judgment. The Company filed a response to Mona’s amended counterclaim in July 2021, and in February 2023 filed a motion for summary judgment on Mona’s fraud claim on the basis of inability to demonstrate reliance or loss causation. The motion is scheduled to be fully briefed and submitted on May 1, 2023. |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
SHARE CAPITAL | NOTE 5 - SHARE CAPITAL Share Capital Developments As of September 30, 2023 and December 31, 2022, the Company had, respectively, 11,707,317 7,890,628 On February 13, 2023, 240,000 0.0001 Employee Stock Option Grants During the nine months ended September 30, 2023, the Company granted stock option awards to certain officers, directors and employees to purchase an aggregate of 241,000 2.664 Registered Direct and Private Placement Offerings On May 22, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 655,569 2.20 1,442 222 32,778 2.75 On May 23, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to issue and sell in a registered direct offering (i) an aggregate of 975,000 2.20 234,500 2.1999 2,661 345 60,476 2.75 0.0001 On June 2, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 701,756 2.1375 1,500 227 35,088 2.6719 350,878 2.075 On June 26, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 624,618 3.25 2,030 281 31,231 4.0625 312,309 3.19 Preferred Investment Options Amendment In connection with the Second May Offering, the Company amended the terms of (i) the Series A preferred investment options to purchase 1,022,495 4.64 October 25, 2027 1,022,495 4.64 October 25, 2024 2.20 October 25, 2027 1,230 385,246 | NOTE 10 - SHARE CAPITAL Share Capital Developments As of December 31, 2022, and 2021, the Company has 7,890,628 7,108,133 On October 21, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued and sold, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market (the “Registered Offering”), (i) an aggregate of 782,495 4.89 240,000 4.8899 5,000 Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $ 0.0001 In a concurrent private placement (the “Private Placement” and, together with the Registered Offering, the “Offerings”), the Company issued to the Investor (i) Series A preferred investment options to purchase up to 1,022,495 4.64 1,022,495 4.64 The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company analyzed the accounting treatment for the Pre-funded Warrants and for the Common Warrants. The Common Stocks of the Company are recognized as equity under the requirements of Accounting Standard Codification Topic 505 Equity (ASC 505). Based on the Company’s analysis the Warrants were classified as equity. On October 3, 2022 and in connection with the Offerings, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company paid Wainwright aggregate cash fees and reimbursed Wainwright for its expenses aggregating approximately $ 565 51,125 five years 6.11 Upon any exercise for cash of any preferred investment options issued to investors in the offering, the Company obligate to pay 7% percent of the aggregate gross exercise price of the warrants issued in the Offering and shall issue to Wainwright (or its designees), within five (5) business days of the Company’s receipt of the exercise price, warrants to purchase that number of shares of common stock of the Company equal to five (5.0%) percent of the aggregate number of such shares of common stock underlying the preferred investment options that have been so exercised. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) The Company analyzed the accounting treatment for the Wainwright Warrants issued to Wainwright. Since the Company did not identify any features causing liability classification of the Wainwright Warrants according to ASC 718, it concluded that the Wainwright Warrants are equity-classified awards. Employee Stock Option Grants During the year ended December 31, 2021, the Company granted to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, options to purchase an aggregate of 190,000 8.48 2 646 During the year ended December 31, 2021, the Company granted to certain employees and consultants and directors, options to purchase an aggregate of 231,426 6.72 7.26 3 740 During the year ended December 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 260,000 3.73 6.48 three years During the year ended December 31, 2022, the Company granted to certain employees, consultants and directors, options to purchase an aggregate of 270,822 3.73 6.48 three years A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: SUMMARY OF STOCK OPTION ACTIVITY For the Year Ended December 31, 2022 Number of stock options Weighted average exercise price Outstanding as of December 31, 2021 997,148 $ 8.48 Granted 530,822 5.14 Cancelled (20,833 ) 8.16 Outstanding as of December 31, 2022 1,507,137 $ 7.31 Vested as of December 31, 2022 899,609 $ 8.52 For the Year Ended December 31, 2021 Number of stock options Weighted average exercise price Outstanding as of December 31, 2020 575,722 $ 9.14 Granted 421,426 7.60 Outstanding as of December 31, 2021 997,148 $ 8.48 Vested as of December 31, 2021 568,053 $ 9.08 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) The Company recognizes forfeitures of outstanding options as they occur. 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 December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, and 2021, the aggregate intrinsic value of the outstanding options is $ 185 974 185 815 As of December 31, 2022, there were approximately $ 2,036 2.039 The stock options outstanding as of December 31, 2022 and December 31, 2021, summarized by exercise prices, are as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price $ Stock options outstanding as of December 31, 2022 Stock options outstanding as of December 31, 2021 Weighted average remaining contractual life – years as of December 31, 2022 Weighted average remaining contractual life – years as of December 31, 2021 Stock options exercisable as of December 31, 2022 Stock options exercisable as of December 31, 2021 3.73 211,000 - 10 - - - 4.20 77,846 77,846 2.0 3.0 77,846 77,846 4.80 32,500 - 9.6 - - - 5.06 15,808 15,808 6.8 7.8 15,808 11,064 5.71 99,823 - 9.7 - - - 5.95 17,503 17,503 6.6 7.6 17,503 13,564 6.16 31,492 31,492 7.5 8.5 26,282 16,834 6.48 182,500 - 9.1 - 59,312 - 6.72 117,500 125,000 8.4 9.4 64,624 31,249 7.00 81,426 81,426 8.8 9.8 38,676 - 7.22 11,084 11,084 7.9 8.9 7,756 4,432 7.26 20,000 25,000 8.8 9.8 8,000 - 8.16 4,902 4,902 7.6 8.6 3,799 2,328 8.48 190,000 190,000 8.1 9.1 166,250 - 8.60 9,304 9,304 6.1 7.1 9,304 9,304 9.00 10,000 10,000 5.6 6.6 10,000 10,000 9.64 166,666 166,666 7.2 8.2 166,666 166,666 15.30 35,199 38,533 5.0 6.0 35,199 38,533 15.75 131,007 131,007 4.7 5.7 131,007 124,656 (*) - 61,577 61,577 3.3 4.3 61,577 61,577 1,507,137 997,148 7.6 7.6 899,609 568,053 (*) 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 years ended December 31, 2022 and 2021 was $ 1,752 1,386 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) Employee Stock Option Grants The grant date fair values of stock options granted in the years ended December 31, 2022 and 2021 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS For the Years Ended December 31, 2022 2021 Expected volatility 111.2 161.7 118.3 134.3 Risk-free interest 1.7 3.7 0.4 1.2 Dividend yield - - Expected terms (years) 6.2 5.3 Warrants The remaining outstanding warrants and terms as of December 31, 2022 and 2021 are as follows: SCHEDULE OF WARRANTS OUTSTANDING Issuance date Outstanding and exercisable as of December 31, 2022 Outstanding and exercisable as of December 31, 2021 Exercise Price Exercisable Through Series A (2013) 183 183 $ 2,754.00 April 9, 2023 Series B (2016) - 2,770 $ 40.50 March 14, 2022 Warrant to underwriters 1.2019 - 8,082 $ 8.13 July 14, 2022 Warrant to underwriters 1.2019 - 29,500 $ 12.50 July 15, 2022 Warrant to underwriters 12.2019 45,643 45,643 $ 13.13 June 25, 2023 Warrant to underwriters 12.2019 47,619 47,619 $ 13.13 June 27, 2023 Warrant to underwriters 12.2019 45,045 45,045 $ 13.88 June 30, 2023 Series A 10.2022 1,022,495 - $ 4.64 October 25, 2027 Series B 10.2022 1,022,495 - $ 4.64 October 25, 2024 Warrant to underwriters 10.2022 51,125 - $ 6.11 October 21, 2027 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 11 - BASIC AND DILUTED NET LOSS PER SHARE The basic and diluted net loss per share and weighted average number of shares of common stock used in the calculation of basic and diluted net loss per share were presented in the consolidated statements of comprehensive loss for the years ended December 31, 2022 and 2021. Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of December 31, 2022 and 2021, potentially dilutive securities excluded from the diluted loss per share calculation are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM DILUTED LOSS PER SHARE For the Years Ended December 31, 2022 2021 Series A and B warrants 2013 and 2016 183 2,953 Warrant to underwriters 12.2019 138,307 175,889 Series A and B warrants 10.2022 2,044,990 - Warrant to underwriters 10.2022 51,125 - Outstanding options to purchase common stock 1,507,137 997,148 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES, NET | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 12 - RESEARCH AND DEVELOPMENT EXPENSES, NET SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 For the Years Ended December 31, 2022 2021 Payroll and related expenses $ 3,558 $ 3,030 Share-based compensation 387 183 Professional services 2,097 1,532 Materials 559 703 Patents 341 251 Rent 224 206 Office and maintenance expenses 100 123 Depreciation 102 72 Other 368 53 Research and development expense $ 7,736 $ 6,153 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 For the Years Ended December 31, 2022 2021 Payroll and related expenses $ 1,813 $ 1,391 Government fees 35 170 Share-based compensation 1,365 1,203 Professional services 998 1,298 Insurance 733 732 Public and investor relations 220 203 Office and maintenance expenses 120 108 Travel 180 42 Other 81 57 General and administrative expenses $ 5,545 $ 5,204 |
TRANSACTIONS AND BALANCES WITH
TRANSACTIONS AND BALANCES WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS AND BALANCES WITH RELATED PARTIES | NOTE 14 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES SCHEDULE OF RELATED PARTY TRANSACTION AND BALANCES 2022 2021 For the Years Ended December 31, 2022 2021 Transactions: Payroll and related expenses $ 2,067 $ 1,912 ESOP expenses to CEO and executive officers 1,172 846 Board of directors fees 300 300 ESOP expenses to directors 301 91 Insurance for directors and executives 722 727 Total $ 4,562 $ 3,876 2022 2021 As of December 31, 2022 2021 Balances: Bonus to CEO and executive offices 581 310 Board of directors fees 75 75 Payroll and related expenses 92 28 Total $ 748 $ 413 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 15 - TAXES ON INCOME The Company is subject to income taxes under the Israeli and U.S. tax laws: Corporate tax rates The Company is subject to U.S. federal tax rate of 21 The Company has not been audited by the Internal Revenue Service since its incorporation. As of December 31, 2022 and 2021, the Company has generated accumulated net operating losses in the U.S. of approximately $ 502,053 496,950 Microbot Israel is subject to Israeli corporate tax rate of 23 As of December 31, 2022 and 2021, Microbot Israel has generated accumulated net operating losses in Israel of approximately $ 34,688 26,623 The Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES For the Years Ended December 31, 2022 2021 Net operating loss carryforwards $ 113,393 $ 109,483 Operation lease liabilities 105 156 Accrued vacation pay 71 45 Total deferred tax assets 113,569 110,684 Less: valuation allowance (113,455 ) (110,536 ) Net deferred tax assets 114 148 Operating leases, right-of-use assets (114 ) (148 ) Total deferred tax liabilities (114 ) (148 ) Total net deferred tax assets $ - $ - Reconciliation of Income Taxes: The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: SCHEDULE OF STATUTORY CORPORATE TAX RATE AND EFFECTIVE INCOME TAX RATE For the Years Ended December 31, 2022 2021 Net loss in Israel $ 8,065 $ 6,853 Net loss in U.S. $ 5,103 $ 4,460 Statutory tax rate 21 23 21 23 Income Tax under statutory tax rate 2,922 2,513 Change in valuation allowance (2,922 ) (2,513 ) Actual provision for income tax $ - $ - |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENT | NOTE 6 - SUBSEQUENT EVENTS SUBSEQUENT EVENT On October 7, 2023, subsequent to the reporting period, the State of Israel, where the Company’s operations are primarily based, suffered a surprise attack by hostile forces from Gaza, which led to the declaration by Israel of the “Iron Swords” military operation. This military operation and related activities are on-going as of the issuance date of these financial statements. Consequently: ● Some of the Company’s Israeli subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only partially active, as instructed by the relevant authorities, which has caused delays in aspects of our development and regulatory activities; The lack of international flights in and out of Israel may affect the Company’s ability to import materials that are required to construct the Company’s devices which are required to complete development and regulatory activities; and ● The lack of international flights in and out of Israel may affect the Company’s commercial and regulatory activities. The Company is currently assessing whether there are any material adverse effects on its anticipated milestones and results of operations in the fourth quarter of 2023 and perhaps beyond due to the military operation and related matters, the extent of which cannot be estimated at this stage. | NOTE 16 – SUBSEQUENT EVENT On February 13, 2023, 240,000 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of presentation | A. Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). | |
Financial statement in U.S. dollars | B. Financial statement in U.S. dollars The functional currency of the Company is the U.S. dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. | |
Principles of consolidation | C. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Inter-company balances and transactions have been eliminated in consolidation. | |
Cash and cash equivalents | D. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of three months or less at the date of purchase. | |
Restricted cash | E. Restricted cash Restricted cash as of December 31, 2022 and 2021 included an $ 77 87 | |
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 The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022: SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT As of September 30, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 6,220 $ 6,220 $ - $ - Money market mutual funds 598 598 - - $ 6,818 $ 6,818 $ - $ - As of December 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: U.S. treasury securities $ 1,247 $ 1,247 $ - $ - Marketable securities: U.S. treasury securities $ 3,761 $ 3,761 $ - $ - Money market mutual funds 1,999 1,999 - - $ 5,760 $ 5,760 $ - $ - The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy. The Company’s securities and money market funds are classified as Level 1. Other than that, the Company doesn’t have any other financial assets or financial liabilities marked to market at fair value as of September 30, 2023 and December 31, 2022. | MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) F. Fair value of financial instruments The carrying values of cash and cash equivalents, other receivable and other accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instruments. The Company measures the fair value of certain of its financial instruments (such as marketable securities) on a recurring basis. The method of determining the fair value of marketable securities is discussed in Note 4. 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 |
Concentrations of credit risk | G. Concentrations of credit risk Financial instruments which potentially subject the Company to credit risk consist primarily of cash and cash equivalents and marketable securities. The Company holds these investments in highly rated financial institutions. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. | |
Property and equipment | H. Property and equipment Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, at the following annual rates: ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT % Research equipment and software 25 33 Furniture and office equipment 7 Leasehold improvements Over the lease period | |
Liabilities due to termination of employment agreements | I. Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Microbot Israel are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”). According to Article 14, these employees are entitled to monthly deposits made by Microbot Israel on their behalf with insurance companies. Payments in accordance with Article 14 release Microbot Israel from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheets. | |
Basic and diluted net loss per share | MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) J. Basic and diluted net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stock shareholders by the weighted average number of shares of common stock outstanding during the year without consideration of potentially dilutive securities. Diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2022 and December 31, 2021, since all such securities have an anti-dilutive effect. | |
Research and development expenses | K. Research and development expenses Research and development expenses are charged to the statement of comprehensive loss as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. | |
Share-based compensation | L. Share-based compensation The Company applies ASC 718-10, “Share-Based Payment” (“ASC 718-10”), which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including stock options under the Company’s stock plans based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of stock options using an option-pricing model, which is recognized as an expense over the requisite service periods in the Company’s statement of comprehensive loss, based on a straight-line method. The Company recognizes compensation cost for an equity classified award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant date fair value of such award that is vested at that date. The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. The Company estimates the fair value of stock options granted as share-based payment awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector for equity awards granted prior to the Merger and on the Company’s trading share price for equity awards granted subsequent to the Merger. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected stock option term is calculated for stock options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company. | |
Income Taxes | MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) M. Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022, and 2021, the Company had a full valuation allowance against deferred tax assets. | |
Marketable securities | N. Marketable securities The Company invests in various debt securities and an equity security. Debt securities consist of U.S. treasury securities. Equity security consist of a mutual fund. The Company records these investments in the consolidated balance sheet at fair value. For all of the Company’s debt securities, the Company elected the fair value option and thus all unrealized gains or losses for these securities are included in financing income, net. Unrealized gains or losses for the equity security are included in financing income, net. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. | |
Leases | O. Leases The Company implements ASU 2016-02, Leases (“Topic 842”). This ASU requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. Arrangements that are determined to be leases at inception are recognized as long-term right-of-use assets (“ROU”) and lease liabilities in the balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. 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 operating leases or payments are recognized on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception. Operating lease assets are presented as operating lease ROU assets, and corresponding as lease liabilities (current portion), and as operating long-term lease liabilities, on the Company’s consolidated balance sheets. 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 it 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 considers 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 it 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 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. | |
Contingencies | Contingencies Management records and discloses legal contingencies in accordance with ASC Topic 450, Contingencies. Accordingly, management of the Company will recognize a liability for a legal contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters in each reporting period in order to determine if any adjustments are required. | MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) P. Contingencies Management records and discloses legal contingencies in accordance with ASC Topic 450 Contingencies. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters to determine if any adjustments are required. |
Government grants | Q Government grants Government grants which are received from the IIA by way of participation in research and development that is conducted by the Company, are received in installments as the program progresses based on qualified research spending. Grants received are recognized when the grant becomes receivable, provided there was reasonable assurance that the Company will comply with the conditions attached to the grant and there was reasonable assurance the grant will be received. | |
Recently issued accounting pronouncements | Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, 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 the Company’s financial position or results of operations upon adoption. | R. 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 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. Refer to Note 2Q above. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, at the following annual rates: ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT % Research equipment and software 25 33 Furniture and office equipment 7 Leasehold improvements Over the lease period | |
SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT | The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022: SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT As of September 30, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 6,220 $ 6,220 $ - $ - Money market mutual funds 598 598 - - $ 6,818 $ 6,818 $ - $ - As of December 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: U.S. treasury securities $ 1,247 $ 1,247 $ - $ - Marketable securities: U.S. treasury securities $ 3,761 $ 3,761 $ - $ - Money market mutual funds 1,999 1,999 - - $ 5,760 $ 5,760 $ - $ - |
CASH AND CASH EQUIVALENTS AND_2
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES | The following table sets forth our cash, cash equivalents and marketable securities as of December 31, 2022 and 2021: SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES 2022 2021 As of December 31, 2022 2021 Cash and cash equivalents: Cash $ 1,195 $ 13,493 U.S. treasury securities 1,247 - Total cash and cash equivalents $ 2,442 $ 13,493 Marketable securities: Money market mutual funds $ 1,999 $ 1,999 U.S. treasury securities 3,761 - Total marketable securities $ 5,760 $ 1,999 Total cash and cash equivalents and marketable securities $ 8,202 $ 15,492 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES | The following table summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of December 31, 2022 and 2021: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES As of December 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: U.S. treasury securities $ 1,247 $ 1,247 $ - $ - Marketable securities: U.S. treasury securities $ 3,761 $ 3,761 $ - $ - Money market mutual funds 1,999 1,999 - - $ 5,760 $ 5,760 $ - $ - As of December 31, 2021 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ - $ - $ - $ - Marketable securities: Money market mutual funds $ 1,999 $ 1,999 $ - $ - (*) Reclassified |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 As of December 31, 2022 2021 Amounts due from government institutions $ 103 $ 174 Prepaid expenses 429 126 Total prepaid expenses and other current assets $ 532 $ 300 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 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 2023 2022 For the Nine Months Ended 2023 2022 Cash payments and expenses $ 216 $ 247 | Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2022 2021 For the Years Ended December 31, 2022 2021 Cash payments and expenses $ 344 $ 330 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Undiscounted maturities of operating lease payments as of September 30, 2023 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2023 (Remainder of the year) $ 60 2024 182 2025 15 Total future lease payments 257 Less imputed interest (12 ) Total lease liability balance $ 245 | Undiscounted maturities of operating lease payments as of December 31, 2022 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2022 As of December 31, 2022 2023 $ 312 2024 181 2025 2 Total future lease payments 495 Less imputed interest (33 ) Total lease liability balance $ 462 |
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES | SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES September 30, December 31, 2023 2022 Operating leases weighted average remaining lease term (in years) 1 2 2 Operating leases weighted average discount rate 9 % 9 % | SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES As of December 31, 2022 2021 Operating leases weighted average remaining lease term (in years) 2 3 Operating leases weighted average discount rate 9 % 9 % |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY AND EQUIPMENT, NET | SUMMARY OF PROPERTY AND EQUIPMENT, NET As of December 31, 2022 2021 Cost: Research equipment and software $ 71 $ 68 Leasehold improvement 229 229 Furniture and office equipment 308 236 608 533 Accumulated Depreciation: Research equipment and software 63 54 Leasehold improvement 135 89 Furniture and office equipment 189 146 387 289 $ 221 $ 244 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SUMMARY OF ACCRUED LIABILITIES | SUMMARY OF ACCRUED LIABILITIES 2022 2021 As of December 31, 2022 2021 Employee-related liabilities $ 1,372 $ 1,031 Other current liabilities 298 396 Total Accrued Liabilities $ 1,670 $ 1,427 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SUMMARY OF STOCK OPTION ACTIVITY | A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: SUMMARY OF STOCK OPTION ACTIVITY For the Year Ended December 31, 2022 Number of stock options Weighted average exercise price Outstanding as of December 31, 2021 997,148 $ 8.48 Granted 530,822 5.14 Cancelled (20,833 ) 8.16 Outstanding as of December 31, 2022 1,507,137 $ 7.31 Vested as of December 31, 2022 899,609 $ 8.52 For the Year Ended December 31, 2021 Number of stock options Weighted average exercise price Outstanding as of December 31, 2020 575,722 $ 9.14 Granted 421,426 7.60 Outstanding as of December 31, 2021 997,148 $ 8.48 Vested as of December 31, 2021 568,053 $ 9.08 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING | The stock options outstanding as of December 31, 2022 and December 31, 2021, summarized by exercise prices, are as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price $ Stock options outstanding as of December 31, 2022 Stock options outstanding as of December 31, 2021 Weighted average remaining contractual life – years as of December 31, 2022 Weighted average remaining contractual life – years as of December 31, 2021 Stock options exercisable as of December 31, 2022 Stock options exercisable as of December 31, 2021 3.73 211,000 - 10 - - - 4.20 77,846 77,846 2.0 3.0 77,846 77,846 4.80 32,500 - 9.6 - - - 5.06 15,808 15,808 6.8 7.8 15,808 11,064 5.71 99,823 - 9.7 - - - 5.95 17,503 17,503 6.6 7.6 17,503 13,564 6.16 31,492 31,492 7.5 8.5 26,282 16,834 6.48 182,500 - 9.1 - 59,312 - 6.72 117,500 125,000 8.4 9.4 64,624 31,249 7.00 81,426 81,426 8.8 9.8 38,676 - 7.22 11,084 11,084 7.9 8.9 7,756 4,432 7.26 20,000 25,000 8.8 9.8 8,000 - 8.16 4,902 4,902 7.6 8.6 3,799 2,328 8.48 190,000 190,000 8.1 9.1 166,250 - 8.60 9,304 9,304 6.1 7.1 9,304 9,304 9.00 10,000 10,000 5.6 6.6 10,000 10,000 9.64 166,666 166,666 7.2 8.2 166,666 166,666 15.30 35,199 38,533 5.0 6.0 35,199 38,533 15.75 131,007 131,007 4.7 5.7 131,007 124,656 (*) - 61,577 61,577 3.3 4.3 61,577 61,577 1,507,137 997,148 7.6 7.6 899,609 568,053 (*) Less than $ 0.01 |
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS | The grant date fair values of stock options granted in the years ended December 31, 2022 and 2021 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS For the Years Ended December 31, 2022 2021 Expected volatility 111.2 161.7 118.3 134.3 Risk-free interest 1.7 3.7 0.4 1.2 Dividend yield - - Expected terms (years) 6.2 5.3 |
SCHEDULE OF WARRANTS OUTSTANDING | The remaining outstanding warrants and terms as of December 31, 2022 and 2021 are as follows: SCHEDULE OF WARRANTS OUTSTANDING Issuance date Outstanding and exercisable as of December 31, 2022 Outstanding and exercisable as of December 31, 2021 Exercise Price Exercisable Through Series A (2013) 183 183 $ 2,754.00 April 9, 2023 Series B (2016) - 2,770 $ 40.50 March 14, 2022 Warrant to underwriters 1.2019 - 8,082 $ 8.13 July 14, 2022 Warrant to underwriters 1.2019 - 29,500 $ 12.50 July 15, 2022 Warrant to underwriters 12.2019 45,643 45,643 $ 13.13 June 25, 2023 Warrant to underwriters 12.2019 47,619 47,619 $ 13.13 June 27, 2023 Warrant to underwriters 12.2019 45,045 45,045 $ 13.88 June 30, 2023 Series A 10.2022 1,022,495 - $ 4.64 October 25, 2027 Series B 10.2022 1,022,495 - $ 4.64 October 25, 2024 Warrant to underwriters 10.2022 51,125 - $ 6.11 October 21, 2027 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM DILUTED LOSS PER SHARE | SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM DILUTED LOSS PER SHARE For the Years Ended December 31, 2022 2021 Series A and B warrants 2013 and 2016 183 2,953 Warrant to underwriters 12.2019 138,307 175,889 Series A and B warrants 10.2022 2,044,990 - Warrant to underwriters 10.2022 51,125 - Outstanding options to purchase common stock 1,507,137 997,148 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 For the Years Ended December 31, 2022 2021 Payroll and related expenses $ 3,558 $ 3,030 Share-based compensation 387 183 Professional services 2,097 1,532 Materials 559 703 Patents 341 251 Rent 224 206 Office and maintenance expenses 100 123 Depreciation 102 72 Other 368 53 Research and development expense $ 7,736 $ 6,153 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2022 2021 For the Years Ended December 31, 2022 2021 Payroll and related expenses $ 1,813 $ 1,391 Government fees 35 170 Share-based compensation 1,365 1,203 Professional services 998 1,298 Insurance 733 732 Public and investor relations 220 203 Office and maintenance expenses 120 108 Travel 180 42 Other 81 57 General and administrative expenses $ 5,545 $ 5,204 |
TRANSACTIONS AND BALANCES WIT_2
TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTION AND BALANCES | SCHEDULE OF RELATED PARTY TRANSACTION AND BALANCES 2022 2021 For the Years Ended December 31, 2022 2021 Transactions: Payroll and related expenses $ 2,067 $ 1,912 ESOP expenses to CEO and executive officers 1,172 846 Board of directors fees 300 300 ESOP expenses to directors 301 91 Insurance for directors and executives 722 727 Total $ 4,562 $ 3,876 2022 2021 As of December 31, 2022 2021 Balances: Bonus to CEO and executive offices 581 310 Board of directors fees 75 75 Payroll and related expenses 92 28 Total $ 748 $ 413 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES For the Years Ended December 31, 2022 2021 Net operating loss carryforwards $ 113,393 $ 109,483 Operation lease liabilities 105 156 Accrued vacation pay 71 45 Total deferred tax assets 113,569 110,684 Less: valuation allowance (113,455 ) (110,536 ) Net deferred tax assets 114 148 Operating leases, right-of-use assets (114 ) (148 ) Total deferred tax liabilities (114 ) (148 ) Total net deferred tax assets $ - $ - |
SCHEDULE OF STATUTORY CORPORATE TAX RATE AND EFFECTIVE INCOME TAX RATE | The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: SCHEDULE OF STATUTORY CORPORATE TAX RATE AND EFFECTIVE INCOME TAX RATE For the Years Ended December 31, 2022 2021 Net loss in Israel $ 8,065 $ 6,853 Net loss in U.S. $ 5,103 $ 4,460 Statutory tax rate 21 23 21 23 Income Tax under statutory tax rate 2,922 2,513 Change in valuation allowance (2,922 ) (2,513 ) Actual provision for income tax $ - $ - |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Date of incorporation | Aug. 02, 1988 | Aug. 02, 1988 | ||
Cash equivalents and marketable securities | $ 8,153 | $ 8,202 | $ 15,492 | |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
ESTIMATED USEFUL LIVES OF PROPE
ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Leasehold Improvements [Member] |
Research Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Research Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 33 years |
Furniture and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Restricted cash | $ 46 | $ 77 | $ 87 |
SCHEDULE OF CASH AND CASH EQUIV
SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | |||
Total cash and cash equivalents | $ 2,442 | $ 13,493 | |
Total marketable securities | $ 6,818 | 5,760 | 1,999 |
Total cash and cash equivalents and marketable securities | $ 8,153 | 8,202 | 15,492 |
Money Market Funds [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Total marketable securities | 1,999 | 1,999 | |
US Treasury Securities [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Total marketable securities | 3,761 | ||
Cash [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Total cash and cash equivalents | 1,195 | 13,493 | |
US Treasury Securities [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Total cash and cash equivalents | $ 1,247 |
CASH AND CASH EQUIVALENTS AND_3
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unrealized gains on marketable securities | $ 105 | $ 12 | ||
Maximum [Member] | ||||
Unrealized gains on marketable securities | $ 1 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Marketable Securities [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | $ 6,818 | $ 5,760 | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | 6,818 | 5,760 | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Cash Equivalents [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | 1,247 | |||
US Treasury Securities [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | 1,247 | |||
US Treasury Securities [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Marketable Securities [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | 6,220 | 3,761 | ||
US Treasury Securities [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | 6,220 | 3,761 | ||
US Treasury Securities [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
Money Market Funds [Member] | Cash Equivalents [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | [1] | |||
Money Market Funds [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | [1] | |||
Money Market Funds [Member] | Marketable Securities [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | 598 | 1,999 | 1,999 | |
Money Market Funds [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | 598 | 1,999 | 1,999 | |
Money Market Funds [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
Money Market Funds [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets, fair value | ||||
[1]Reclassified |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | |||
Amounts due from government institutions | $ 103 | $ 174 | |
Prepaid expenses | 429 | 126 | |
Total prepaid expenses and other current assets | $ 208 | $ 532 | $ 300 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||||
Cash payments and expenses | $ 216 | $ 247 | $ 344 | $ 330 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 182 | $ 312 |
2025 | 15 | 181 |
2025 | 2 | |
Total future lease payments | 257 | 495 |
Less imputed interest | (12) | (33) |
Total lease liability balance | 245 | $ 462 |
2023 (Remainder of the year) | $ 60 |
SCHEDULE OF SUPPLEMENTAL INFORM
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases weighted average remaining lease term (in years) | 2 years | 3 years | |
Operating leases weighted average discount rate | 9% | 9% | 9% |
Operating leases weighted average remaining lease term (in years) | 2 years | ||
Minimum [Member] | |||
Operating leases weighted average remaining lease term (in years) | 1 year | ||
Maximum [Member] | |||
Operating leases weighted average remaining lease term (in years) | 2 years |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Nov. 30, 2019 | |
Leases | ||
Short-term lease term | 5 years | |
Lease payment | $ 16 | |
Issued bank guarantee | $ 54 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Cost | $ 608 | $ 533 | |
Accumulated Depreciation | 387 | 289 | |
Net book value | $ 184 | 221 | 244 |
Research Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 71 | 68 | |
Accumulated Depreciation | 63 | 54 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 229 | 229 | |
Accumulated Depreciation | 135 | 89 | |
Furniture and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 308 | 236 | |
Accumulated Depreciation | $ 189 | $ 146 |
SUMMARY OF ACCRUED LIABILITIES
SUMMARY OF ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Employee-related liabilities | $ 1,372 | $ 1,031 | |
Other current liabilities | 298 | 396 | |
Total Accrued Liabilities | $ 1,047 | $ 1,670 | $ 1,427 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2023 USD ($) | Aug. 22, 2023 USD ($) | May 16, 2023 | Mar. 02, 2023 ILS (₪) | Oct. 06, 2022 USD ($) | Oct. 06, 2022 USD ($) | Oct. 03, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | Feb. 04, 2020 USD ($) | Apr. 28, 2019 USD ($) | Apr. 28, 2019 USD ($) | May 25, 2018 USD ($) shares | Jan. 04, 2018 USD ($) $ / shares | Jan. 04, 2018 USD ($) $ / shares | Jan. 04, 2018 ILS (₪) | Jan. 04, 2018 USD ($) $ / shares shares | Jan. 04, 2018 ILS (₪) shares | Jun. 30, 2012 | Jun. 30, 2023 USD ($) | [1] | Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 01, 2023 USD ($) | Nov. 01, 2023 ILS (₪) | Sep. 30, 2023 ILS (₪) | Jun. 10, 2021 USD ($) | |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 6,558,000 | $ 4,324,000 | ||||||||||||||||||||||||||
Net loss on trading of common stock | $ 151,000 | |||||||||||||||||||||||||||
Gross proceeds from cash fee percentage | 7% | |||||||||||||||||||||||||||
Gross proceeds from management fee percentage | 1% | |||||||||||||||||||||||||||
Joseph Mona [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Purchase price of plaintiffs | $ 485,000 | $ 485,000 | $ 485,000 | |||||||||||||||||||||||||
Device [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Royalties percentage | 3% | 3% | ||||||||||||||||||||||||||
Integrated Product [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Royalties percentage | 1.50% | 1.50% | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Purchase price of plaintiffs | $ 6,750,000 | $ 6,750,000 | ||||||||||||||||||||||||||
Israeli Innovation Authority [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Currency exchange rate, description | exchange rate on September 30, 2023 of NIS 1.00 = $0.2614, would be approximately $423 | exchange rate on such date of NIS 1.00 = $0.27457, would be approximately $82 | ||||||||||||||||||||||||||
Grants receivable | $ 156,000 | ₪ 300,000,000 | $ 156,000 | ₪ 1,620,000 | ||||||||||||||||||||||||
Israeli Innovation Authority [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Grants receivable | $ 27 | ₪ 109,474 | ||||||||||||||||||||||||||
Israeli Innovation Authority [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Royalties payable as percentage of future sales | 3% | 3% | 3% | |||||||||||||||||||||||||
Israeli Innovation Authority [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Royalties payable as percentage of future sales | 5% | 5% | 3.50% | |||||||||||||||||||||||||
Israeli Innovation Authority [Member] | CardioSert Ltd [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Repayment of government grants | $ 530,000 | $ 530,000 | ||||||||||||||||||||||||||
Israeli Innovation Authority [Member] | Nitiloop [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Repayment of government grants | $ 925,000 | $ 925,000 | ||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
CardioSert Ltd [Member] | Technology [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Payment to acquire intangible assets | $ 250,000 | $ 50,000 | $ 300,000 | |||||||||||||||||||||||||
Number of common shares issued for acquisition | shares | 6,738 | 6,738 | 6,738 | |||||||||||||||||||||||||
Number of common shares issued for acquisition, value | $ 74,000 | $ 74,000 | ||||||||||||||||||||||||||
Buy back amount per patent | $ / shares | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||
Consulting fee description | CardioSert agreed to assist Microbot Israel in the development of the Technology for a minimum of one year, for a monthly consultation fee of NIS40 (or approximately US$11.37, based on an exchange rate of NIS 3.519 to the dollar) covering up to 60 consulting hours per month | CardioSert agreed to assist Microbot Israel in the development of the Technology for a minimum of one year, for a monthly consultation fee of NIS40 (or approximately US$11.37, based on an exchange rate of NIS 3.519 to the dollar) covering up to 60 consulting hours per month | Additionally, the CardioSert Agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023, Microbot Israel paid CardioSert a monthly consultation fee of NIS40,000 (or approximately US$11, based on an exchange rate of NIS 3.7 to the dollar) covering up to 60 consulting hours per month, relating to the development of the Technology. | Additionally, the CardioSert Agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023, Microbot Israel paid CardioSert a monthly consultation fee of NIS40,000 (or approximately US$11, based on an exchange rate of NIS 3.7 to the dollar) covering up to 60 consulting hours per month, relating to the development of the Technology. | ||||||||||||||||||||||||
Monthly consultation fee | ₪ | ₪ 40,000 | ₪ 40,000,000 | ||||||||||||||||||||||||||
Monthly consultation fee in USD | $ / shares | $ 11.37 | $ 11 | ||||||||||||||||||||||||||
Currency exchange rate, description | exchange rate of NIS 3.519 to the dollar | exchange rate of NIS 3.519 to the dollar | exchange rate of NIS 3.7 to the dollar | exchange rate of NIS 3.7 to the dollar | ||||||||||||||||||||||||
CardioSert Ltd [Member] | Minimum [Member] | Technology [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Investments | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||
H.C. Wainwright & Co. LLC [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Monthly consultation fee | $ 565,000 | |||||||||||||||||||||||||||
H.C. Wainwright & Co. LLC [Member] | At-the-Market Offering Agreement [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Offering costs | $ 10,000,000 | |||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 8,000,000 | $ 8,000,000 | ||||||||||||||||||||||||||
Alliance Investment Management, Ltd. [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Litigation settlement | $ 468,000 | $ 468,000 | ||||||||||||||||||||||||||
2013 Through June 30, 2022 [Member] | Israeli Innovation Authority [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Total grants obtained | $ 1,500,000 | |||||||||||||||||||||||||||
Two Thousand Thirteen To September Thirty Two Thousand Twenty Three [Member] | Israeli Innovation Authority [Member] | ||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||
Total grants obtained | $ 1,656,000 | |||||||||||||||||||||||||||
[1]Net of issuance costs in the amount of $ 1,075 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - Employees and Directors [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Number of stock options outstanding, Outstanding at beginning of period | 997,148 | 575,722 |
Weighted average exercise price, Outstanding at beginning of period | $ 8.48 | $ 9.14 |
Number of stock options outstanding, Granted | 530,822 | 421,426 |
Weighted average exercise price, Granted | $ 5.14 | $ 7.60 |
Number of stock options outstanding, cancelled | (20,833) | |
Weighted average exercise price, cancelled | $ 8.16 | |
Number of stock options outstanding, Outstanding at end of period | 1,507,137 | 997,148 |
Weighted average exercise price, Outstanding at end of period | $ 7.31 | $ 8.48 |
Number of stock options outstanding, Vested at end of period | 899,609 | 568,053 |
Weighted average exercise price, Vested at end of period | $ 8.52 | $ 9.08 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 0.01 | ||
Stock options outstanding | 1,507,137 | 997,148 | |
Weighted average remaining contractual life | 7 years 7 months 6 days | 7 years 7 months 6 days | |
Stock options exercisable | 899,609 | 568,053 | |
Exercise Price One [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 3.73 | $ 3.73 | |
Stock options outstanding | 211,000 | ||
Weighted average remaining contractual life | 10 years | ||
Stock options exercisable | |||
Exercise Price Two [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 4.20 | $ 4.20 | |
Stock options outstanding | 77,846 | 77,846 | |
Weighted average remaining contractual life | 2 years | 3 years | |
Stock options exercisable | 77,846 | 77,846 | |
Exercise Price Three [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 4.80 | $ 4.80 | |
Stock options outstanding | 32,500 | ||
Weighted average remaining contractual life | 9 years 7 months 6 days | ||
Stock options exercisable | |||
Exercise Price Four [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 5.06 | $ 5.06 | |
Stock options outstanding | 15,808 | 15,808 | |
Weighted average remaining contractual life | 6 years 9 months 18 days | 7 years 9 months 18 days | |
Stock options exercisable | 15,808 | 11,064 | |
Exercise Price Five [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 5.71 | $ 5.71 | |
Stock options outstanding | 99,823 | ||
Weighted average remaining contractual life | 9 years 8 months 12 days | ||
Stock options exercisable | |||
Exercise Price Six [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 5.95 | $ 5.95 | |
Stock options outstanding | 17,503 | 17,503 | |
Weighted average remaining contractual life | 6 years 7 months 6 days | 7 years 7 months 6 days | |
Stock options exercisable | 17,503 | 13,564 | |
Exercise Price Seven [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 6.16 | $ 6.16 | |
Stock options outstanding | 31,492 | 31,492 | |
Weighted average remaining contractual life | 7 years 6 months | 8 years 6 months | |
Stock options exercisable | 26,282 | 16,834 | |
Exercise Price Eight [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 6.48 | $ 6.48 | |
Stock options outstanding | 182,500 | ||
Weighted average remaining contractual life | 9 years 1 month 6 days | ||
Stock options exercisable | 59,312 | ||
Exercise Price Nine [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 6.72 | $ 6.72 | |
Stock options outstanding | 117,500 | 125,000 | |
Weighted average remaining contractual life | 8 years 4 months 24 days | 9 years 4 months 24 days | |
Stock options exercisable | 64,624 | 31,249 | |
Exercise Price Ten [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 7 | $ 7 | |
Stock options outstanding | 81,426 | 81,426 | |
Weighted average remaining contractual life | 8 years 9 months 18 days | 9 years 9 months 18 days | |
Stock options exercisable | 38,676 | ||
Exercise Price Eleven [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 7.22 | $ 7.22 | |
Stock options outstanding | 11,084 | 11,084 | |
Weighted average remaining contractual life | 7 years 10 months 24 days | 8 years 10 months 24 days | |
Stock options exercisable | 7,756 | 4,432 | |
Exercise Price Twelve [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 7.26 | $ 7.26 | |
Stock options outstanding | 20,000 | 25,000 | |
Weighted average remaining contractual life | 8 years 9 months 18 days | 9 years 9 months 18 days | |
Stock options exercisable | 8,000 | ||
Exercise Price Thirteen [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 8.16 | $ 8.16 | |
Stock options outstanding | 4,902 | 4,902 | |
Weighted average remaining contractual life | 7 years 7 months 6 days | 8 years 7 months 6 days | |
Stock options exercisable | 3,799 | 2,328 | |
Exercise Price Fourteen [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 8.48 | $ 8.48 | |
Stock options outstanding | 190,000 | 190,000 | |
Weighted average remaining contractual life | 8 years 1 month 6 days | 9 years 1 month 6 days | |
Stock options exercisable | 166,250 | ||
Exercise Price Fifteen [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 8.60 | $ 8.60 | |
Stock options outstanding | 9,304 | 9,304 | |
Weighted average remaining contractual life | 6 years 1 month 6 days | 7 years 1 month 6 days | |
Stock options exercisable | 9,304 | 9,304 | |
Exercise Price Sixteen [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 9 | $ 9 | |
Stock options outstanding | 10,000 | 10,000 | |
Weighted average remaining contractual life | 5 years 7 months 6 days | 6 years 7 months 6 days | |
Stock options exercisable | 10,000 | 10,000 | |
Exercise Price Seventeen [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 9.64 | $ 9.64 | |
Stock options outstanding | 166,666 | 166,666 | |
Weighted average remaining contractual life | 7 years 2 months 12 days | 8 years 2 months 12 days | |
Stock options exercisable | 166,666 | 166,666 | |
Exercise Price Eighteen [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 15.30 | $ 15.30 | |
Stock options outstanding | 35,199 | 38,533 | |
Weighted average remaining contractual life | 5 years | 6 years | |
Stock options exercisable | 35,199 | 38,533 | |
Exercise Price Nineteen [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 15.75 | $ 15.75 | |
Stock options outstanding | 131,007 | 131,007 | |
Weighted average remaining contractual life | 4 years 8 months 12 days | 5 years 8 months 12 days | |
Stock options exercisable | 131,007 | 124,656 | |
Exercise Price Twenty [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | [1] | ||
Stock options outstanding | 61,577 | 61,577 | |
Weighted average remaining contractual life | 3 years 3 months 18 days | 4 years 3 months 18 days | |
Stock options exercisable | 61,577 | 61,577 | |
[1]Less than $ 0.01 |
SCHEDULE OF STOCK OPTIONS OUT_2
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Equity [Abstract] | |
Exercise price | $ 0.01 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Expected volatility, minimum | 111.20% | 118.30% |
Expected volatility, maximum | 161.70% | 134.30% |
Risk-free interest, minimum | 1.70% | 0.40% |
Risk-free interest, maximum | 3.70% | 1.20% |
Dividend yield | ||
Expected terms (years) | 6 years 2 months 12 days | 5 years 3 months 18 days |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Feb. 13, 2023 | Dec. 31, 2021 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 240,000 | |||
Exercise price | $ 0.0001 | |||
Series A (2013) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 183 | 183 | ||
Exercise price | $ 2,754 | |||
Exercisable Through | April 9, 2023 | |||
Series B (2016) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 2,770 | |||
Exercise price | $ 40.50 | |||
Exercisable Through | March 14, 2022 | |||
Warrant to Underwriters 1.2019 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 8,082 | |||
Exercise price | $ 8.13 | |||
Exercisable Through | July 14, 2022 | |||
Warrant to Underwriters 1.2019 One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 29,500 | |||
Exercise price | $ 12.50 | |||
Exercisable Through | July 15, 2022 | |||
Warrant to Underwriters 12.2019 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 45,643 | 45,643 | ||
Exercise price | $ 13.13 | |||
Exercisable Through | June 25, 2023 | |||
Warrant to Underwriters 12.2019 One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 47,619 | 47,619 | ||
Exercise price | $ 13.13 | |||
Exercisable Through | June 27, 2023 | |||
Warrant to Underwriters 12.2019 Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 45,045 | 45,045 | ||
Exercise price | $ 13.88 | |||
Exercisable Through | June 30, 2023 | |||
Series A 10.2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 1,022,495 | |||
Exercise price | $ 4.64 | |||
Exercisable Through | October 25, 2027 | |||
Series B 10.2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 1,022,495 | |||
Exercise price | $ 4.64 | |||
Exercisable Through | October 25, 2024 | |||
Warrant to Underwriters 10.2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | [1] | 51,125 | ||
Exercise price | [1] | $ 6.11 | ||
Exercisable Through | [1] | October 21, 2027 | ||
[1]Net of issuance costs in the amount of $ 1,075 |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 25, 2023 | Jun. 28, 2023 | Jun. 26, 2023 | Jun. 16, 2023 | Jun. 02, 2023 | May 23, 2023 | May 22, 2023 | Oct. 21, 2022 | Oct. 03, 2022 | Jun. 30, 2023 | [1] | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 13, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares issued | 11,707,317 | 7,890,628 | 7,108,133 | |||||||||||||
Common stock, shares outstanding | 11,707,317 | 7,890,628 | 7,108,133 | |||||||||||||
Exercise price | $ 0.0001 | |||||||||||||||
Warrants exercise price | $ 0.0001 | |||||||||||||||
Stock-based employee compensation | $ 1,752 | $ 1,386 | ||||||||||||||
Aggregate intrinsic value of outstanding options | 185 | 974 | ||||||||||||||
Aggregate intrinsic value of exercisable options | 185 | $ 815 | ||||||||||||||
Unrecognized compensation costs, net of expected forfeitures | $ 2,036 | |||||||||||||||
Unrecognized compensation weighted average period | 2 years 14 days | |||||||||||||||
Class of warrant or right, outstanding | 240,000 | |||||||||||||||
Modifications amount | $ 1,230 | |||||||||||||||
Series B Preferred Investment Options [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Expiry date | Oct. 25, 2027 | |||||||||||||||
Options exercise price per share | $ 2.20 | |||||||||||||||
Director [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Agggregate number of options granted | 241,000 | |||||||||||||||
Weighted average exercise price per share | $ 2.664 | |||||||||||||||
H.C. Wainwright & Co. LLC [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Exercise price | $ 6.11 | |||||||||||||||
Prefunded warrants exercisable | 51,125 | |||||||||||||||
Professional service fees | $ 565 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Warrant issued, descriptions | Upon any exercise for cash of any preferred investment options issued to investors in the offering, the Company obligate to pay 7% percent of the aggregate gross exercise price of the warrants issued in the Offering and shall issue to Wainwright (or its designees), within five (5) business days of the Company’s receipt of the exercise price, warrants to purchase that number of shares of common stock of the Company equal to five (5.0%) percent of the aggregate number of such shares of common stock underlying the preferred investment options that have been so exercised. | |||||||||||||||
Series A Warrant [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 1,022,495 | |||||||||||||||
Share price per share | $ 4.64 | |||||||||||||||
Series B Warrant [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 1,022,495 | |||||||||||||||
Share price per share | $ 4.64 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 3,576,689 | 240,000 | 782,495 | |||||||||||||
Common Stock [Member] | Series B Preferred Investment Options [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Cashless exercise of shares | 385,246 | |||||||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 35,088 | |||||||||||||||
Share price per share | $ 2.6719 | |||||||||||||||
Gross proceeds | $ 2,030 | $ 1,500 | $ 2,661 | $ 1,442 | ||||||||||||
Offering expenses | $ 281 | $ 227 | $ 345 | $ 222 | ||||||||||||
Common Stock [Member] | Series D Preferred Investment Options [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 312,309 | 32,778 | ||||||||||||||
Share price per share | $ 3.19 | $ 2.1999 | ||||||||||||||
Common Stock [Member] | Series C Preferred Investment Options [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 350,878 | |||||||||||||||
Share price per share | $ 2.075 | |||||||||||||||
Common Stock [Member] | Series A Preferred Investment Options [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 1,022,495 | |||||||||||||||
Share price per share | $ 4.64 | |||||||||||||||
Expiry date | Oct. 25, 2027 | |||||||||||||||
Common Stock [Member] | Series B Preferred Investment Options [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 1,022,495 | |||||||||||||||
Share price per share | $ 4.64 | |||||||||||||||
Expiry date | Oct. 25, 2024 | |||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Agggregate number of options granted | 260,000 | 190,000 | ||||||||||||||
Weighted average exercise price per share | $ 8.48 | |||||||||||||||
Stock option vested term | 3 years | 2 years | ||||||||||||||
Stock-based employee compensation | $ 646 | |||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | Minimum [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Weighted average exercise price per share | $ 3.73 | |||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | Maximum [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Weighted average exercise price per share | $ 6.48 | |||||||||||||||
Common Stock [Member] | Employees Consultants and Directors [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Agggregate number of options granted | 270,822 | 231,426 | ||||||||||||||
Stock option vested term | 3 years | 3 years | ||||||||||||||
Stock-based employee compensation | $ 740 | |||||||||||||||
Common Stock [Member] | Employees Consultants and Directors [Member] | Minimum [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Weighted average exercise price per share | $ 3.73 | $ 6.72 | ||||||||||||||
Common Stock [Member] | Employees Consultants and Directors [Member] | Maximum [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Weighted average exercise price per share | $ 6.48 | $ 7.26 | ||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 782,495 | |||||||||||||||
Exercise price | $ 4.89 | |||||||||||||||
Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Exercise price | $ 4.8899 | |||||||||||||||
Prefunded warrants exercisable | 240,000 | |||||||||||||||
Proceeds from warrants offerings | $ 5,000 | |||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 624,618 | 701,756 | 975,000 | |||||||||||||
Prefunded warrants exercisable | 234,500 | |||||||||||||||
Share price per share | $ 3.25 | $ 2.1375 | $ 2.20 | $ 2.75 | $ 0.0001 | |||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 655,569 | |||||||||||||||
Share price per share | $ 2.20 | |||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | H.C. Wainwright & Co. LLC [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 31,231 | |||||||||||||||
Share price per share | $ 4.0625 | |||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Wainwright [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Aggregate shares of common stock | 60,476 | |||||||||||||||
Share price per share | $ 2.75 | |||||||||||||||
[1]Net of issuance costs in the amount of $ 1,075 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM DILUTED LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant to Underwriters 12.2019 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 138,307 | 175,889 |
Series A and B Warrants 10.2022 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 2,044,990 | |
Warrant to Underwriters 10.2022 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 51,125 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 1,507,137 | 997,148 |
Series A and B Warrants 2013 and 2016 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 183 | 2,953 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Payroll and related expenses | $ 2,067 | $ 1,912 | ||||
Share-based compensation | $ 1,097 | $ 1,322 | 1,752 | 1,386 | ||
Research and development expense | $ 1,612 | $ 1,953 | $ 4,594 | $ 5,852 | 7,736 | 6,153 |
Research and Development Expense [Member] | ||||||
Payroll and related expenses | 3,558 | 3,030 | ||||
Share-based compensation | 387 | 183 | ||||
Professional services | 2,097 | 1,532 | ||||
Materials | 559 | 703 | ||||
Patents | 341 | 251 | ||||
Rent | 224 | 206 | ||||
Office and maintenance expenses | 100 | 123 | ||||
Depreciation | 102 | 72 | ||||
Other | 368 | 53 | ||||
Research and development expense | $ 7,736 | $ 6,153 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Payroll and related expenses | $ 2,067 | $ 1,912 | ||||
Share-based compensation | $ 1,097 | $ 1,322 | 1,752 | 1,386 | ||
General and administrative expenses | $ 932 | $ 1,521 | $ 3,193 | $ 4,361 | 5,545 | 5,204 |
General and Administrative Expense [Member] | ||||||
Payroll and related expenses | 1,813 | 1,391 | ||||
Government fees | 35 | 170 | ||||
Share-based compensation | 1,365 | 1,203 | ||||
Professional services | 998 | 1,298 | ||||
Insurance | 733 | 732 | ||||
Public and investor relations | 220 | 203 | ||||
Office and maintenance expenses | 120 | 108 | ||||
Travel | 180 | 42 | ||||
Other | 81 | 57 | ||||
General and administrative expenses | $ 5,545 | $ 5,204 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTION AND BALANCES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Payroll and related expenses | $ 2,067 | $ 1,912 |
ESOP expenses to CEO and executive officers | 1,172 | 846 |
Board of directors fees | 300 | 300 |
ESOP expenses to directors | 301 | 91 |
Insurance for directors and executives | 722 | 727 |
Total | 4,562 | 3,876 |
Bonus to CEO and executive offices | 581 | 310 |
Board of directors fees | 75 | 75 |
Payroll and related expenses | 92 | 28 |
Total | $ 748 | $ 413 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 113,393 | $ 109,483 |
Operation lease liabilities | 105 | 156 |
Accrued vacation pay | 71 | 45 |
Total deferred tax assets | 113,569 | 110,684 |
Less: valuation allowance | (113,455) | (110,536) |
Net deferred tax assets | 114 | 148 |
Operating leases, right-of-use assets | (114) | (148) |
Total deferred tax liabilities | (114) | (148) |
Total net deferred tax assets |
SCHEDULE OF STATUTORY CORPORATE
SCHEDULE OF STATUTORY CORPORATE TAX RATE AND EFFECTIVE INCOME TAX RATE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||||||
Net loss | $ (2,446) | $ (2,287) | $ (2,853) | $ (3,468) | $ (3,513) | $ (3,189) | $ (7,586) | $ (10,170) | $ (13,168) | $ (11,313) |
Income Tax under statutory tax rate | 2,922 | 2,513 | ||||||||
Change in valuation allowance | (2,922) | (2,513) | ||||||||
Actual provision for income taxes | ||||||||||
Minimum [Member] | ||||||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||||||
Statutory tax rate | 21% | 21% | ||||||||
Maximum [Member] | ||||||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||||||
Statutory tax rate | 23% | 23% | ||||||||
ISRAEL | ||||||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||||||
Net loss | $ 8,065 | $ 6,853 | ||||||||
UNITED STATES | ||||||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||||||
Net loss | $ 5,103 | $ 4,460 |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
US Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate income tax rate | 21% | 21% |
Net operating loss carryforwards | $ 502,053 | $ 496,950 |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate income tax rate | 23% | 23% |
Net operating loss carryforwards | $ 34,688 | $ 26,623 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) | Feb. 13, 2023 $ / shares shares |
Subsequent Event [Line Items] | |
Exercise price | $ 0.0001 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Aggregate shares of common stock | shares | 240,000 |
Exercise price | $ 0.0001 |
SCHEDULE OF FINANCIAL ASSETS FA
SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Marketable Securities [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | $ 6,818 | $ 5,760 | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | 6,818 | 5,760 | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Marketable Securities [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | 6,220 | 3,761 | ||
US Treasury Securities [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | 6,220 | 3,761 | ||
US Treasury Securities [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Cash Equivalents [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | 1,247 | |||
US Treasury Securities [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | 1,247 | |||
US Treasury Securities [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
US Treasury Securities [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
Money Market Funds [Member] | Marketable Securities [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | 598 | 1,999 | $ 1,999 | |
Money Market Funds [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | 598 | 1,999 | 1,999 | |
Money Market Funds [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
Money Market Funds [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | ||||
Money Market Funds [Member] | Cash Equivalents [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | [1] | |||
Money Market Funds [Member] | Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Assets, fair value | [1] | |||
[1]Reclassified |