Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, as amended (File No. 333-276487) (as amended, the “Registration Statement”) of Microbot Medical Inc. (the “Company”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on January 25, 2024, is being filed pursuant to the undertakings in Item 17 of the Registration Statement to include the audited consolidated financial statements and related notes of the Company as and for the year ended December 31, 2023 and updated disclosures in the prospectus related thereto |
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 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 1,162 | $ 2,468 | $ 2,442 |
Marketable securities | 5,187 | 3,917 | 5,760 |
Short-term deposit | 3 | ||
Restricted cash | 48 | 49 | 77 |
Insurance recovery receivable related to legal settlement and legal expenses | 1,335 | ||
Prepaid expenses and other current assets | 603 | 152 | 532 |
Total current assets | 7,000 | 7,921 | 8,814 |
Property and equipment, net | 132 | 146 | 221 |
Operating right-of-use assets | 235 | 260 | 502 |
Total assets | 7,367 | 8,327 | 9,537 |
Current liabilities: | |||
Accounts payable | 96 | 357 | 116 |
Lease liabilities | 191 | 191 | 283 |
Legal settlement accrual | 2,211 | ||
Accrued liabilities | 896 | 1,027 | 1,670 |
Total current liabilities | 1,183 | 3,786 | 2,069 |
Non-current liabilities: | |||
Long-term lease liabilities | 17 | 40 | 179 |
Total liabilities | 1,200 | 3,826 | 2,248 |
Commitments and contingencies | |||
Shareholders’ equity: | |||
Common stock; $0.01 par value; 60,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 14,398,964 and 11,707,317 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. | 145 | 118 | 80 |
Additional paid-in capital | 87,894 | 83,884 | 75,970 |
Accumulated deficit | (81,872) | (79,501) | (68,761) |
Total shareholders’ equity | 6,167 | 4,501 | 7,289 |
Total liabilities and shareholders’ equity | $ 7,367 | $ 8,327 | $ 9,537 |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 14,398,964 | 11,707,317 | 7,890,628 |
Common stock, shares outstanding | 14,398,964 | 11,707,317 | 7,890,628 |
Interim Consolidated Statements
Interim Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Research and development, net | $ (1,169) | $ (1,617) | $ (5,724) | $ (7,736) |
General and administrative | (1,215) | (1,302) | (4,131) | (5,545) |
Operating loss | (2,384) | (2,919) | (9,855) | (13,281) |
Financing income, net | 13 | 66 | 228 | 118 |
Loss on disposal of property and equipment | (2) | (5) | ||
Loss on legal settlement, net | (1,111) | |||
Net loss | $ (2,371) | $ (2,853) | $ (10,740) | $ (13,168) |
Basic net loss per share | $ (0.17) | $ (0.36) | $ (1.05) | $ (1.81) |
Diluted net loss per share | $ (0.17) | $ (0.36) | $ (1.05) | $ (1.81) |
Basic weighted average common shares outstanding | 14,055,973 | 8,013,295 | 10,199,984 | 7,260,344 |
Diluted weighted average common shares outstanding | 14,055,973 | 8,013,295 | 10,199,984 | 7,260,344 |
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 | |
Balances 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 () | [1] | $ 8 | 4,316 | 4,324 | |
Issuance of common stock and warrants net of issuance costs, shares | [1] | 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 | ||||
Share-based compensation | 412 | 412 | |||
Net loss | (2,853) | (2,853) | |||
Issuance of common stock upon exercise of warrants | $ 3 | (3) | |||
Issuance of common stock upon exercise of warrants, shares | 240,000 | ||||
Balances at Mar. 31, 2023 | $ 83 | 76,379 | (71,614) | 4,848 | |
Balance, shares at Mar. 31, 2023 | 8,130,628 | ||||
Balances 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 () | [2] | $ 38 | 6,520 | 6,558 | |
Issuance of common stock and warrants net of issuance costs, shares | [2] | 3,816,689 | |||
Share-based compensation | 1,394 | 1,394 | |||
Net loss | (10,740) | (10,740) | |||
Balances at Dec. 31, 2023 | $ 118 | 83,884 | (79,501) | 4,501 | |
Balance, shares at Dec. 31, 2023 | 11,707,317 | ||||
Issuance of common stock and warrants net of issuance costs () | [3] | $ 17 | 2,380 | 2,397 | |
Issuance of common stock and warrants net of issuance costs, shares | [3] | 1,685,682 | |||
Share-based compensation | 529 | 529 | |||
Net loss | (2,371) | (2,371) | |||
Issuance of common stock relating to settlement agreement () | [4] | $ 10 | 1,101 | 1,111 | |
Issuance of common stock relating to settlement agreement, shares | [4] | 1,005,965 | |||
Balances at Mar. 31, 2024 | $ 145 | $ 87,894 | $ (81,872) | $ 6,167 | |
Balance, shares at Mar. 31, 2024 | 14,398,964 | ||||
[1]Net of issuance costs in the amount of $[2]Net of issuance costs in the amount of $[3]Net of issuance costs in the amount of $[4]See Note 3G. |
Interim Consolidated Statemen_3
Interim Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | |||
Payments of Stock Issuance Costs | $ 333 | $ 1,075 | $ 676 |
Interim Consolidated Statemen_4
Interim Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities: | ||||
Net loss | $ (2,371) | $ (2,853) | $ (10,740) | $ (13,168) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||
Depreciation of property and equipment | 28 | 25 | 106 | 102 |
Loss on legal settlement | 2,211 | |||
Insurance recovery related to legal settlement | (1,335) | |||
Interest income and unrealized gains from marketable securities, net | (27) | (160) | (12) | |
Loss on disposal of property and equipment | 2 | 5 | ||
Share-based compensation | 453 | 412 | 1,394 | 1,752 |
Changes in assets and liabilities: | ||||
Prepaid expenses and other assets | (389) | 140 | 672 | 13 |
Other payables and accrued liabilities | (376) | (900) | (683) | (241) |
Insurance recovery related to legal settlement and legal expenses received in cash | 1,335 | |||
Legal settlement paid in cash | (1,100) | |||
Net cash flows used in operating activities | (2,420) | (3,203) | (8,533) | (11,549) |
Investing activities: | ||||
Short term deposit | 3 | 3 | (3) | |
Purchases of property and equipment | (14) | (33) | (84) | |
Proceeds from maturities of marketable securities | 2,500 | 2,518 | 9,164 | |
Purchases of marketable securities | (5,120) | (638) | (10,060) | (3,749) |
Proceeds from sales of a marketable securities | 1,350 | 1,000 | 2,899 | |
Net cash flows provided by (used in) investing activities | (1,284) | 2,883 | 1,973 | (3,836) |
Financing activities: | ||||
Issuance of common stock and warrants, net of issuance costs | 2,397 | 6,558 | 4,324 | |
Net cash flows provided by financing activities | 2,397 | 6,558 | 4,324 | |
Decrease in cash, cash equivalents and restricted cash | (1,307) | (320) | (2) | (11,061) |
Cash, cash equivalents and restricted cash at beginning of period | 2,517 | 2,519 | 2,519 | 13,580 |
Cash, cash equivalents and restricted cash at end of period | 1,210 | 2,199 | 2,517 | 2,519 |
Supplemental disclosure of cash flow information: | ||||
Cash received from interest | 40 | 35 | 130 | 51 |
Right-of-use assets obtained in exchange for lease liabilities | 37 | 12 | $ 50 | $ 103 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Legal settlement settled through issuance of common stock | 1,111 | |||
Accrued bonus settled through grant of stock-option awards | $ 76 |
GENERAL
GENERAL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | NOTE 1 - GENERAL A. Description of business Microbot Medical Inc. (the “Company”) is a pre-clinical medical device company specializing in the research, design, and development of next generation robotic endoluminal surgery devices targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its micro-robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients. The Company incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate of Incorporation was restated on February 14, 1992 to change the name of the Company to Cyto Therapeutics, Inc. On May 24, 2000, the Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc. On November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”). 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 Going Concern To date, the Company has not generated revenues from its operations. As of March 31, 2024, the Company had cash equivalents and marketable securities balance of approximately $ 6,349 , excluding restricted cash. Due to continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable future. The Company implemented a cost reduction program in May 2023, and consummated capital raises in May, June 2023 and in January 2024. 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. Accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. War in Israel On October 7, 2023, 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. The Company has considered various ongoing risks relating to the military operation and related matters, including: ● That 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; and ● A slowdown in the number of international flights in and out of Israel. The Company is closely monitoring how the military operation and related activities could adversely effect its anticipated milestones and its Israel-based activities to support future clinical and regulatory milestones, including the Company’s ability to import materials that are required to construct the Company’s devices and to ship them outside of Israel. As of the filing date of the Quarterly Report on Form 10-Q of which these financial statements are a part, the Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli office to support the Company’s clinical and regulatory activities. The Company does not have any specific contingency plans in the event of any such escalation or change. C. Unaudited Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). Operating results for the three-month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. | NOTE 1 - GENERAL A. Description of business: Microbot Medical Inc. (the “Company”) is a preclinical medical device company specializing in the research, design and development of next generation robotic endoluminal surgery devices targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its micro-robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients. The Company incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate of Incorporation was restated on February 14, 1992 to change the name of the Company to Cyto Therapeutics, Inc. On May 24, 2000, the Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc. On November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”). 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: Going Concern To date, the Company has not generated revenues from its operations. As of December 31, 2023, the Company had cash equivalents and marketable securities balance of approximately $ 6,385 , excluding restricted cash. Due to continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable future. The Company implemented a cost reduction program in May 2023, and consummated capital raises in May and June 2023 and in January 2024. 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. Accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) B. Risk Factors: War in Israel On October 7, 2023, 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. The Company has considered various ongoing risks relating to the military operation and related matters, including: ● That 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; and ● A slowdown in the number of international flights in and out of Israel. The Company is closely monitoring how the military operation and related activities could adversely affect its anticipated milestones and its Israel-based activities to support future clinical and regulatory milestones, including the Company’s ability to import materials that are required to construct the Company’s devices and to ship them outside of Israel. As of the issuance date of these financial statements, the Company has determined that there have not been any materially adverse effects on its business or operations, but it continues to monitor the situation, as any future escalation or change could result in a material adverse effect on the ability of the Company’s Israeli office to support the Company’s clinical and regulatory activities. The Company does not have any specific contingency plans in the event of any such escalation or change. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 Company’s latest annual audited financial statements. 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. 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 March 31, 2024 and December 31, 2023: SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT As of March 31, 2024 Total Level 1 Level 2 Level 3 Money market mutual funds $ 5,187 $ 5,187 $ - $ - As of December 31, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 2,497 $ 2,497 $ - $ - Money market mutual funds 1,420 1,420 - - $ 3,917 $ 3,917 $ - $ - 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 March 31, 2024 and December 31, 2023. 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 recognizes the expense for an equity classified awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. If no explicit service period is determined, the Company estimates the implicit service period based on the timing the employee is expected to achieve the related performance condition. When no future services are required to be performed by the grantee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. 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 the standard deviation of the Company’s closing prices according to the expected life (SAB107) for each of the grants. 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 using the “simplified” method. 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. 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. The Company carries liability insurance to mitigate its exposure to losses, including litigation losses. The Company records the estimated amount of expected insurance proceeds for litigation losses incurred as an asset (typically a receivable from the insurer) and offset to losses up to the amount of the losses incurred when the amount is determinable and approved by the insurance company. 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 statements of comprehensive loss as financial income or expenses, as appropriate. 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. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES D. 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. E. Reclassification of prior year disclosures: Certain prior year amounts have been reclassified for consistency with the current year disclosures. These reclassifications had no effect on the reported consolidated balance sheets, the related consolidated statements of comprehensive loss, shareholders’ equity and cash flows. F. Acquisitions of assets : 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. G. 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. H. Restricted cash : Restricted cash of $ 49 as of December 31, 2023, serves as collateral for the Company’s lease agreement, and $ 77 as of December 31, 2022, serves as collateral for lease agreements and credit cards. I. 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 below. 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 J. 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. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES K. 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: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT % Research equipment and software 25 - 33 Furniture and office equipment 7 Leasehold improvements Over the lease period The Company assesses property and equipment impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the property and equipment assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s estimated fair value and its carrying value. For property and equipment assets, the estimate of fair value is typically based on a discounted cash flow model. As of December 31, 2023, and 2022, no impairment charge has been recorded. L. 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. As for the U.S. employees, the Company has certain defined contribution plans, including a 401(k)-retirement plan in the U.S., whereby contributions made by eligible employees are matched by the Company with certain limitations. M. Common stock warrants : The Company accounts for warrants issued to investors as either equity-classified or liability-classified instruments, based on an assessment of the warrant’s specific terms and the 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, or meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock 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. N. 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. For purposes of the diluted net loss per share attributable to common shareholders calculation, stock options and warrants are considered to be common stock equivalents. All common stock equivalents have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2023 and December 31, 2022, as their effect would be anti-dilutive. Therefore, basic and diluted net loss per share were the same for both years presented. In the calculation of the basic and diluted net loss, the Company included warrants that would be exercised for no or little consideration and are exercisable with no contingencies. O. General and administrative expenses, net: General and administrative expenses are charged to the statement of comprehensive loss as incurred. Insurance loss recoveries are recognized when the amount is determinable and approved by the insurance company and applied as a deduction from general and administrative expenses. General and administrative expenses, net, for the years ended December 31, 2023 and 2022, were offset by insurance loss recoveries in the amounts of approximately $ 281 and $ 156 , respectively. P. Research and development expenses, net: Research and development expenses are charged to the statement of comprehensive loss as incurred. Grants for funding of approved research and development projects and others 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. See Note 2V below. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Q. 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 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 the standard deviation of the Company’s closing prices according to the expected life (SAB107) for each of the grants. 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 using the “simplified” method. 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. R. 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, 2023, and 2022, the Company had a full valuation allowance against deferred tax assets. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES S. 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 reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. Unrealized gains or losses for the equity security are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. T. Leases: The Company determines if an arrangement is a lease at inception. Operating lease assets are presented as operating lease long-term right-of-use assets (“ROU”), 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. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES U. 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. Refer to Note 16C below. The Company carries liability insurance to mitigate its exposure to losses, including litigation losses. The Company records the estimated amount of expected insurance proceeds for litigation losses incurred as an asset (typically a receivable from the insurer) and offset to losses up to the amount of the losses incurred when the amount is determinable and approved by the insurance company. Refer to Note 2O above and Note 16C below. V Government grants: Government grants which are received from the Israeli Ministry of Economy and Israel Innovation Authority (“IIA”) by way of participation in research and development that is conducted by Microbot Israel, 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 Microbot Israel will comply with the conditions attached to the grant and there was reasonable assurance the grant will be received. The grants are deducted from the research and development expenses as the applicable costs are incurred. Research and development expenses, net, for the years ended December 31, 2023 and 2022, include participation in research and development expenses in the amount of approximately $ 279 and $ 0 , respectively. W. 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. |
CASH AND CASH EQUIVALENTS AND M
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES As of December 31, 2023 2022 Cash and cash equivalents: Cash $ 2,468 $ 1,195 U.S. treasury securities - 1,247 Total cash and cash equivalents $ 2,468 $ 2,442 Marketable securities: Money market mutual funds $ 1,420 $ 1,999 U.S. treasury securities 2,497 3,761 Total marketable securities $ 3,917 $ 5,760 Total cash, cash equivalents and marketable securities $ 6,385 $ 8,202 The unrealized gains on our marketable securities were $ 59 and $ 12 for the years ended December 31, 2023 and 2022, respectively. 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, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 - FAIR VALUE MEASUREMENTS 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, 2023 and 2022: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES As of December 31, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 2,497 $ 2,497 $ - $ - Money market mutual funds 1,420 1,420 - - $ 3,917 $ 3,917 $ - $ - 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 December 31, 2023 and 2022. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
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 As of December 31, 2023 2022 Amounts due from government institutions $ 61 $ 103 Prepaid expenses and other receivables 91 429 Total prepaid expenses and other current assets $ 152 $ 532 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 6 - LEASES In November 2019, the Company signed an office space lease agreement for the period from November 2019 until October 2024. In addition, the Company received an option to extend the lease agreement for an additional 5 years. 16 . 49 The following table presents the components of the Company’s lease cost and the classification of such costs in the Company’s consolidated statements of comprehensive loss for the years ended December 31, 2023 and 2022: SCHEDULE OF STATEMENTS OF COMPREHENSIVE LOSS Component of Lease Cost Statements of Comprehensive Loss Line Item 2023 2022 For the Years Ended December 31, Component of Lease Cost Statements of Comprehensive Loss Line Item 2023 2022 Operating lease cost Research and development, net $ 279 $ 300 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 Years Ended December 31, 2023 2022 Cash paid under operating lease agreements $ 283 $ 344 Undiscounted maturities of future operating lease payments as of December 31, 2023 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES As of December 31, 2023 2024 $ 208 2025 48 2026 21 Total future lease payments 277 Less imputed interest (47 ) Total lease liabilities $ 231 The following table includes the weighted-average lease terms and discount rates for operating leases as of December 31, 2023 and 2022: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES As of December 31, 2023 2022 Operating leases weighted average remaining lease term (in years) 0.8 2 Operating leases weighted average discount rate 7 % 9 % MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 As of December 31, 2023 2022 Historical Cost: Research equipment and software $ 177 $ 143 Leasehold improvement 229 229 Furniture and office equipment 233 236 Cost 639 608 Accumulated Depreciation: Research equipment and software 109 63 Leasehold improvement 181 135 Furniture and office equipment 203 189 Accumulated Depreciation 493 387 Net book value $ 146 $ 221 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 8 - ACCRUED LIABILITIES SCHEDULE OF ACCRUED LIABILITIES As of December 31, 2023 2022 Employee-related liabilities $ 725 $ 1,372 Other current liabilities 302 298 Total Accrued Liabilities $ 1,027 $ 1,670 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 3 - COMMITMENTS AND CONTINGENCIES A. Government grants: Microbot Israel has received grants from the Israeli Innovation Authority (“IIA”) for participation in research and development since 2013 through March 31, 2024 totaling approximately $ 1,878 . This amount includes amounts received in the first quarter of 2024 of approximately $ 74 , which is a portion of an additional grant from the IIA in the amount of approximately NIS 1,620,000 (approximately $ 447 ) approved by the IIA on June 1, 2023, to further finance the development of the 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 . 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 %- 5 % of its future sales of the products relating to such grants. The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of SOFR per year (SOFR is a benchmark interest rate which replaced LIBOR). 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. On December 11, 2022, the Company received approval for a grant from the Ministry of Economy, in the amount of NIS 300,000 (approximately $ 83 ), for participation in expenses related to the LIBERTY ® 50 of such grant. In relation with the Ministry of Economy grant, the Company is obligated to pay royalties amounting to 3 % of future sales of the LIBERTY ® B. 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 ® 1.5 %- 3.0 %) and on sublicense income as detailed in the License Agreement. In October 2022 the Company suspended the SCS project 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. As a result, as of the date of these financial statements, the License Agreement is limited to the certain technology relating to the Company’s LIBERTY ® C. 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 in cash and 6,738 shares of common stock estimated at $ 74 to complete the acquisition. As a result of its core-business focus program and its cost reduction plan enacted in May 2023, the Company terminated the CardioSert Agreement effective as of August 17, 2023 in accordance with its terms and ceased its research and development and commercialization efforts for, and maintaining, the Technology, which resulted in CardioSert triggering on March 3, 2024 its right to reacquire the Technology for nominal consideration. The Company expects the transfer of the Technology back to CardioSert will occur in the second fiscal quarter of 2024. D. 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 at market prices or as otherwise agreed with Wainwright. To date, we have not sold any shares of common stock pursuant to the ATM Agreement, and as of October 13, 2022, the Company suspended the ATM Agreement, which otherwise remains in full force and effect subject to reactivation. E. Engagement letters with H.C. Wainwright: In connection with registered direct and private placement offerings, the Company entered into engagement letters (the “Engagement Letters”) with Wainwright on October 3, 2022, on May 16, 2023 and on October 24, 2023, 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 % of the gross proceeds received by the Company from offerings contemplated by the Engagement Letters, plus a management fee equal to 1.0 % of the gross proceeds received by the Company from such offerings, as well as other reimbursable expenses. The Company has also agreed to issue to Wainwright or its designees preferred investment options upon the closing of such offerings, equal to five (5.0%) percent of the aggregate number of such shares of common stock in such offerings, including upon exercise for cash of any warrants issued to investors in such offering. F. 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 , as follows: ● Royalties at a rate of 3 % of net revenue generated as a result of sales, license or other exploitation of the Devices; and ● Royalties at a rate of 1.5 % of net revenue generated from the sale, license or other exploitation of commercialization of the technology as part of an integrated product. 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). G. 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., (the “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 “Lawsuit”). The complaint alleged, 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 sought rescission of the SPA and return of the Plaintiffs’ $ 6,750 purchase price with respect to the 2017 Financing. On January 26, 2024 (the “Effective Date”), the Company entered into a settlement agreement and release with the Plaintiffs (the “Settlement Agreement”), effectively resolving the Lawsuit. Pursuant to the Settlement Agreement, the Company paid $ 2,154 consisting of a cash payment of $ 1,100 , covered by the Company’s insurance company, and 1,005,965 shares of restricted common stock which were subsequently registered for resale. Furthermore, the Company’s insurance company is responsible for covering legal expenses incurred by the Company in relation to the legal proceedings of the Lawsuit. In February 2024, the Plaintiffs filed a stipulation discontinuing the Lawsuit with prejudice. The Company concluded the Settlement Agreement gave rise to loss contingencies in the scope of ASC Subtopic 450-20, Contingencies - Loss Contingencies, and as of December 31, 2023, the Company recorded a contingent liability, as the Company deemed it both probable and reasonably estimable. The Company determined that the loss contingency should be recognized as non-operating losses, offset by loss recoveries received from the Company’s insurance company . As a result of the Settlement Agreement and the insurance recovery received from the insurance company, as of December 31, 2023, the Company recorded a liability and an asset on its balance sheet totaling $ 2,211 and $ 1,335 , respectively. Within this asset, $ 1,100 represents the recovery of the cash payment of the settlement amount, and $ 235 represents recovery of legal expenses. A net non-operating loss of $ 1,111 from legal settlement was reflected in the Company’s statement of comprehensive loss for the year ended December 31, 2023. In the first quarter of 2024, the Company received $ 1,335 from the insurance company, subsequently closing the asset recorded as of December 31, 2023. Additionally, during the first quarter of 2024, the Company paid the settlement amount by transferring $ 1,100 to the Plaintiffs and issuing 1,005,965 shares of the Company’s common stock, thereby closing the liability recorded as of December 31, 2023. H. 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 March 31, 2021, the Court entered a judgment against Mona and in favor of the Company in the amount of approximately $ 485 . Collection of the judgment was deferred pending resolution of Mona’s counterclaim. On August 22, 2023, the District Court dismissed the Section 10(b) counterclaim in its entirety. After the Company initiated efforts to execute on the $485 judgment against Mona (the “Judgment”), Mona urged the Court to decide the motion to vacate the 16(b) Judgment on the grounds that the Company purportedly lacks Constitutional standing to bring this case, which he originally filed prior to the final dismissal of his 10(b) counterclaim. On January 30, 2024, a Report & Recommendation was issued that the motion be denied, which the Court adopted in the entirety in an Order on March 5, 2024. Mona has purported to appeal that denial. The Company believes Mona’s purported appeal is untimely and substantively meritless. The Court has permitted the Company’s ongoing execution efforts to continue notwithstanding Mona’s purported appeal of the Court’s denial of Mona’s subsequent motion to vacate the Judgment. As of May 10, 2024, Mona posted a bond in the full amount of the Judgment. I. Contingent bonus commitments based on future capital raising: During February 2024, the Compensation Committee of the Board of Directors of the Company approved certain bonuses contingent on future capital raising efforts. These bonuses, associated with the fiscal year ended December 31, 2023, are detailed as follows: The Company’s CEO is entitled to a contingent cash bonus of approximately $ 298 , which is divided into two contingent portions. The first 50% of the CEO’s contingent bonus ($149) is payable upon the Company raising at least $3,000 in new funds by June 30, 2024. The remaining 50% ($149), payable upon the Company raising at least $6,000 in new funds by September 30, 2024 (cumulative, so if $3,000 is not raised by June 30, 2024 but the full $6,000 is raised by September 30, 2024, the full amount is payable). Other executives are entitled to a contingent total bonus of NIS 230,736 (approximately $ 60 ), which is payable upon the Company raising at least $3,000 in new funds by September 30, 2024. The Company’s management is unable to predict the likelihood of securing additional capital; therefore, as of March 31, 2024, the Company has not recorded a liability for any contingent bonus. | NOTE 9 - COMMITMENTS AND CONTINGENCIES A. Government grants: Microbot Israel has received grants from the IIA for participation in research and development since 2013 through December 31, 2023 totaling approximately $ 1,804 . This amount includes amounts received in 2023 of approximately $ 304 , which are a portion of an additional grant from the IIA in the amount of approximately NIS 1,620,000 (approximately $ 447 ) approved by the IIA on June 1, 2023, to further finance the development of the 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 . 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% - 5 % The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of SOFR per year (SOFR is a benchmark interest rate which replaced LIBOR). 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. On December 11, 2022, the Company received approval for a grant from the Ministry of Economy, in the amount of NIS 300,000 (approximately $ 83 ), for participation in expenses related to the LIBERTY ® 27 of such grant. In relation with the Ministry of Economy grant, the Company is obligated to pay royalties amounting to 3% of future sales of the LIBERTY ® B. 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 ® 1.5% - 3.0% ) and on sublicense income as detailed in the License Agreement. In October 2022 the Company suspended the SCS project 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. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 9 - COMMITMENTS AND CONTINGENCIES C. 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 in cash and 6,738 shares of common stock estimated at $ 74 to complete the acquisition. 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 certain development stages, or the first commercial sale does not occur within 50 months. As of December 31, 2023, the 50 months period has expired and CardioSert can buy-back the Technology at any time. 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 (dollar not in thousands), upon 60 days prior written notice, but only 1 year after such termination events. 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 (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. As a result of its core-business focus program and its cost reduction plan enacted in May 2023, the Company has terminated the CardioSert Agreement effective as of August 17, 2023 and ceased its research and development and commercialization efforts for, and maintaining, the Technology, which subsequent to the balance sheet date resulted in CardioSert triggering its right to reacquire the Technology for nominal consideration. See Note 16E below. D. 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 at market prices or as otherwise agreed with Wainwright. To date, we have not sold any shares of common stock pursuant to the ATM Agreement, and as of October 13, 2022, the Company suspended the ATM Agreement, which otherwise remains in full force and effect subject to reactivation. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 9 - COMMITMENTS AND CONTINGENCIES E. Engagement letters with H.C. Wainwright: In connection with registered direct and private placement offerings referred to in Note 10 below, the Company entered into engagement letters (the “Engagement Letters”) with Wainwright on October 3, 2022, on May 16, 2023 and on October 24, 2023, 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% of the gross proceeds received by the Company from offerings contemplated by the Engagement Letters, plus a management fee equal to 1.0% of the gross proceeds received by the Company from such offerings, as well as other reimbursable expenses. The Company has also agreed to issue to Wainwright or its designees preferred investment options upon the closing of such offerings, equal to five (5.0%) percent of the aggregate number of such shares of common stock in such offerings, including upon exercise for cash of any warrants issued to investors in such offering. F. 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 , as follows: ● Royalties at a rate of 3% of net revenue generated as a result of sales, license or other exploitation of the Devices; and ● Royalties at a rate of 1.5% of net revenue generated from the sale, license or other exploitation of commercialization of the technology as part of an integrated product. 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). MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 9 - COMMITMENTS AND CONTINGENCIES G. 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., (the “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 “Lawsuit”). The complaint alleged, 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 sought rescission of the SPA and return of the Plaintiffs’ $ 6,750 purchase price with respect to the 2017 Financing. The Lawsuit was settled in January 2024. Refer to Note 16C below. H. 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 March 31, 2021, the Court entered a judgment against Mona and in favor of the Company in the amount of approximately $ 485 . Collection of the judgment was deferred pending resolution of Mona’s counterclaim. 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 judgment against Mona (the “Judgment”). The Court has permitted the Company’s ongoing execution efforts to continue notwithstanding Mona’s purported appeal of the Court’s denial of his motion to vacate. On March 15, 2024, the Magistrate Judge issued an Order to Show Cause (“OTSC”) directing the liquidation of certain of Mona’s accounts, and the transfer of the sale proceeds to the Company in partial satisfaction of the Judgment. The OTSC hearing is scheduled to be held in the second quarter of 2024. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
SHARE CAPITAL | NOTE 4 - SHARE CAPITAL A. Share capital developments As of March 31, 2024, and December 31, 2023, the Company had, respectively, 14,398,964 and 11,707,317 shares of common stock issued and outstanding. B. Preferred investment options inducement On December 29, 2023, the Company entered into a preferred investment option exercise inducement offer letter with certain holders of existing (i) Series A preferred investment options to purchase 1,022,495 shares of the Company’s common stock at an exercise price of $ 2.20 per share, issued on October 25, 2022, as amended on May 24, 2023, (ii) Series C preferred investment options to purchase 350,878 shares of the Company’s common stock at an exercise price of $ 2.075 per share, issued on June 6, 2023, and (iii) Series D preferred investment options to purchase 312,309 shares of the Company’s common stock at an exercise price of $ 3.19 per share issued on June 26, 2023 (clauses (i) through (iii) collectively, the “Existing Preferred Investment Options”), pursuant to which the holders agreed to exercise for cash their Existing Investment Options to purchase an aggregate of 1,685,682 shares of the Company’s common stock, at a reduced exercised price of $ 1.62 per share, in consideration for the Company’s agreement to issue new series E preferred investment options having terms to purchase up to 1,685,682 shares of the Company’s common stock (the “Inducement Investment Options”). Each Inducement Investment Option will have an exercise price equal to $ 1.50 per share, and will be exercisable from the date of the issuance until five and one-half (5.5) years following the date of the issuance. The Company received aggregate gross proceeds of approximately $ 2,730 from the exercise of the Existing Investment Options by the Holders and the sale of the Inducement Investment Options, before deducting placement agent fees and other offering expenses of approximately $ 333 . The Company also issued to Wainwright or its designees preferred investment options to purchase up to 84,284 shares of common stock which have the same terms as the Inducement Investment Options except for an exercise price equal to $ 2.025 per share. Further, pursuant to the engagement letter, Wainwright has a right of first refusal to act as sole book-running manager, sole underwriter, or sole placement agent with respect to any public offering or private placement of equity, equity-linked or debt securities using an underwriter or placement agent occurring during the twelve-month period following the closing date January 3, 2024. C. Equity component of settlement amount As part of the Settlement Agreement (refer to Note 3G above), the Company issued 1,005,965 shares of the Company’s common stock. D. Equity classification The common stock of the Company are recognized as equity under the requirements of ASC Topic 505 Equity. The Company analyzed the accounting treatment for the series E preferred investment options and concluded that they should be classified as equity. The Company analyzed the accounting treatment for the preferred investment options issued to Wainwright. Since the Company did not identify any features causing liability classification according to ASC 718, it concluded that all such preferred investment options are equity-classified awards. E. Employee Stock Option Grants In February 2024, the Company granted the CEO, certain executives and certain employees, fully vested options to purchase an aggregate of 130,000 shares of the Company’s common stock, at an exercise price per share of $ 1.2684 , attributable to performance goals achieved in January 2024. The Company also granted the CEO and other executives, options to purchase an aggregate of 132,500 shares of the Company’s common stock at an exercise price per share of $ 1.25 , with vesting based on meeting certain performance conditions in the year 2024. The Company’s management believes that meeting the performance conditions is tied to the Company’s ability to secure additional capital. Therefore, as of March 31, 2024, the Company has not recorded any expense related to this performance condition grant. In February 2024, the Company granted the CEO and certain employees and advisors, options to purchase an aggregate of 195,000 shares of the Company’s common stock, at an exercise price per share of $ 1.2684 , with a vesting period of three years . Regarding the CEO’s 2023 annual bonus, in February 2024, the Company paid the CEO 25 % of his 2023 annual bonus, amounting to approximately $ 99 , through the grant of fully vested options to purchase an aggregate of 79,567 shares of the Company’s common stock with an exercise price per share of $ 1.25 . | NOTE 10 - SHARE CAPITAL A. Share capital developments: As of December 31, 2023 and 2022, the Company has 11,707,317 and 7,890,628 shares of common stock issued and outstanding, respectively. 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 shares of common stock, at an offering price of $ 4.89 per share and (ii) pre-funded warrants exercisable for up to 240,000 shares of common stock (the “Pre-Funded Warrants”) to the Investor at an offering price of $ 4.8899 per Pre-Funded Warrant, for aggregate gross proceeds from the Offerings (as defined below) of approximately $ 5,000 before deducting the placement agent fee (as described below) and related offering expenses. Each Pre-Funded Warrant represents the right to purchase one share of common stock at an exercise price of $ 0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. 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 shares of common stock (the “Series A Warrants”) at an exercise price of $ 4.64 per share and (ii) Series B preferred investment options to purchase up to 1,022,495 shares of common stock (the “Series B Warrants”) at an exercise price of $ 4.64 per share. Each Series A Warrant is exercisable immediately and will expire five years from the initial exercise date. Each Series B Warrant is exercisable immediately and will expire two years from the initial exercise date. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL On October 3, 2022 and in connection with the Offerings, the Company entered into an Engagement Letter with Wainwright as mentioned in Note 9E, as compensation for such placement agent services, the Company paid Wainwright aggregate cash fees and reimbursed Wainwright for its expenses aggregating approximately $ 565 . The Company incurred other related offering expenses of $ 111 . The Company also issued to Wainwright or its designees warrants to purchase 51,125 shares of common stock (the “Wainwright Warrants”). The Wainwright Warrants have a term of five years from the commencement of sales in the Offerings, and have an exercise price of $ 6.11 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $ 138 . On February 13, 2023, 240,000 of the Company’s outstanding pre-funded warrants were exercised into an equivalent number of shares of common stock, at an exercise price of $ 0.0001 per share. B. 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 shares of common stock, at an offering price of $ 2.20 per share, for aggregate gross proceeds of $ 1,442 before deducting the placement agent fee and related offering expenses of approximately $ 222 (the “First May Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 32,778 shares of common stock, which have a term of three and one-half years from the commencement of sales in the First May Offering, and have an exercise price of $ 2.75 per share. The First May Offering was consummated on May 23, 2023. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $ 46 . 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 shares of common stock, at an offering price of $ 2.20 per share and (ii) pre-funded warrants exercisable for up to 234,500 shares of the Company’s common stock, at an offering price of $ 2.1999 per pre-funded warrant, for aggregate gross proceeds of $ 2,661 before deducting the placement agent fee and related offering expenses of approximately $ 345 (the “Second May Offering”). The pre-funded warrants are exercisable immediately and may be exercised at any time until the pre-funded warrants are exercised in full. The Second May Offering was consummated on May 24, 2023. All of such pre-funded warrants were subsequently immediately exercised in accordance with their terms at an exercise price per share of $ 0.0001 into an equivalent number of shares of common stock. The Company also issued to Wainwright or its designees preferred investment options to purchase 60,476 shares of common stock, which have a term of three and one-half years from the closing of the Second May Offering, and have an exercise price of $ 2.75 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $ 72 . MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Registered Direct and Private Placement Offerings: 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 shares of common stock, at an offering price of $ 2.1375 per share, for aggregate gross proceeds, with the concurrent private placement described below, of $ 1,500 before deducting the placement agent fee and related offering expenses of approximately $ 227 (the “First June Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 35,088 shares of its common stock, which have a term of five years from the commencement of sales in the First June Offering, and have an exercise price of $ 2.6719 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $ 58 . The registered direct offering was consummated on June 6, 2023. In a concurrent private placement, the Company also issued to the purchasers of shares of common stock in the First June Offering, series C preferred investment options to purchase up to 350,878 shares of common stock. Each series C preferred investment option is exercisable for one share of common stock at an exercise price of $ 2.075 commencing on the date of issuance and expiring five and one-half years from the issuance date. 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 shares of its common stock, at an offering price of $ 3.25 per share, for aggregate gross proceeds, with the concurrent private placement described below, of $ 2,030 before deducting the placement agent fee and related offering expenses of approximately $ 281 (the “Second June Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 31,231 shares of its common stock, which have a term of five years from the commencement of sales in the Second June Offering, and have an exercise price of $ 4.0625 per share. The Company estimated the fair value of the warrants using a Black-Scholes options pricing model and concluded it is approximately $ 68 . The registered direct offering was consummated on June 28, 2023. In a concurrent private placement, the Company also issued to the purchasers of shares of common stock in the Second June Offering, series D preferred investment options to purchase up to 312,309 shares of the Company’s common stock. Each series D preferred investment option is exercisable for one share of common stock at an exercise price of $ 3.19 commencing on the date of issuance and expiring five and one-half years from the issuance date. The common stock of the Company are recognized as equity under the requirements of ASC Topic 505 Equity. The Company analyzed the accounting treatment for the series A preferred investment option, the series B preferred investment option, the series C preferred investment option, the series D preferred investment option, and all of the pre-funded warrants issued to investors. Based on the Company’s analysis all such warrants were classified as equity. The Company analyzed the accounting treatment for all of the preferred investment options issued to Wainwright in the aforementioned offerings. Since the Company did not identify any features causing liability classification according to ASC 718, it concluded that all such preferred investment options are equity-classified awards. C. 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 shares of its common stock for an exercise price of $ 4.64 per share which are scheduled to expire on October 25, 2027 and (ii) the Series B preferred investment options to purchase 1,022,495 shares of its common stock for an exercise price of $ 4.64 per share which were initially scheduled to expire on October 25, 2024 (the “Series B Preferred Investment Options”), in each case previously issued to the investor in October 2022 under the securities purchase agreement dated October 21, 2022 (collectively, the “Existing Preferred Investment Options”), which investor also participated in the Second May Offering, such that effective upon the closing of the Second May Offering, the Existing Preferred Investment Options have a reduced exercise price of $ 2.20 per share and the Series B Preferred Investment Options expire on October 25, 2027 . These modifications to the Existing Preferred Investment Options represent issuance costs associated with the Second May Offering. The Company estimated the amount of the effect of the modifications using a Black-Scholes option pricing model and concluded that is approximately $ 1,230 . On June 16, 2023, the holder of the Series B Preferred Investment Options exercised all of such Series B Preferred Investment Options pursuant to its cashless exercise provision into 385,246 shares of common stock. The grant date fair values of preferred investment options issued to Wainwright and preferred investment options issued to investors that were modified in the years ended December 31, 2023 and 2022 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF GRANT DATE FAIR VALUE OF PREFERRED INVESTMENT OPTIONS ISSUED TO INVESTORS For the Years Ended December 31, 2023 2022 Expected volatility 101.31 %- 122.39 % 87.96 % Risk-free interest 3.85 %- 4.93 % 4.25 % Dividend yield - % - % Expected terms (years) 1.42 - 5 4.99 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL D. Employee stock option grants: During the year ended December 31, 2022, the Company granted to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO (the “CEO”), options to purchase an aggregate of 260,000 shares of the Company’s common stock, at an exercise price per share ranging from $ 3.73 -$ 6.48 . The stock options vest over a period of three years as outlined in the option agreements evidencing such grants. During the year ended December 31, 2022, the Company granted to certain employees, consultants and directors, options to purchase an aggregate of 270,822 shares of the Company’s common stock, at an exercise price per share ranging from $ 3.73 -$ 6.48 . The stock options vest over a period of three years as outlined in the option agreements evidencing such grants. During the year ended December 31, 2023, the Company granted to the CEO, options to purchase an aggregate of 80,000 shares of the Company’s common stock, at an exercise price per share of $ 2.43 . The stock options vest over a period of three years as outlined in the option agreements evidencing such grants. During the year ended December 31, 2023, the Company granted stock option awards to certain officers, directors and employees to purchase an aggregate of 631,308 shares of the Company’s common stock, at an exercise price per share ranging from $ 1.16 -$ 3.48 with a vesting period of three years . A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Employee stock option grants: SUMMARY OF STOCK OPTION ACTIVITY For the Year Ended December 31, 2023 Number of stock options Weighted average exercise price Outstanding as of December 31, 2022 1,507,137 $ 7.31 Granted 711,308 1.75 Forfeitures (123,083 ) 5.78 Outstanding as of December 31, 2023 2,095,362 $ 5.51 Vested as of December 31, 2023 1,176,118 $ 7.74 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 Forfeitures (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 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, 2023 and December 31, 2022, respectively. As of December 31, 2023, and 2022, the aggregate intrinsic value of the outstanding options is $ 277 and $ 185 , respectively, and the aggregate intrinsic value of the exercisable options is $ 102 and $ 185 , respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 1.40 and $ 4.5 0, respectively. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Employee stock option grants: As of December 31, 2023, there were approximately $ 1,918 of total unrecognized compensation costs related to unvested share-based compensation awards granted under the Share Incentive Plan. The costs are expected to be recognized over a weighted average period of 2.4 years The stock options outstanding as of December 31, 2023 and December 31, 2022, summarized by exercise prices, are as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price $ Stock options outstanding as of December 31, 2023 Stock options outstanding as of December 31, 2022 Weighted average remaining contractual life - years as of December 31, 2023 Weighted average remaining contractual life - years as of December 31, 2022 Stock options exercisable as of December 31, 2023 Stock options exercisable as of December 31, 2022 0.00 0.01 61,577 61,577 2.3 3.3 61,577 61,577 1.00 3.73 860,808 211,000 9.6 10 95,925 - 4.2 7.26 639,232 687,482 6.3 8.0 484,871 315,807 8.16 9.64 380,872 380,872 6.6 7.6 380,872 356,019 15.3 15.75 152,873 166,206 3.7 4.8 152,873 166,206 2,095,362 1,507,137 1,176,118 899,609 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 10 - SHARE CAPITAL Employee stock option grants: The grant date fair values of employee stock options granted in the years ended December 31, 2023 and 2022 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS For the Years Ended December 31, 2023 2022 Expected volatility 86.5% - 98.2 % 111.2% - 161.7% Risk-free interest 3.3 %- 4.7% 1.7% - 3.7% Dividend yield - % - % Expected terms (years) 5.8 6.2 E. Warrants: The remaining outstanding warrants and terms as of December 31, 2023 and 2022 are as follows: SCHEDULE OF WARRANTS OUTSTANDING Issuance date Outstanding and exercisable as of December 31, 2023 Outstanding and exercisable as of December 31, 2022 Exercise Price Exercisable Through Series A (2013) - 183 $ 2,754.00 April 9, 2023 Warrant to underwriters December 2019 - 45,643 $ 13.13 June 25, 2023 Warrant to underwriters December 2019 - 47,619 $ 13.13 June 27, 2023 Warrant to underwriters December 2019 - 45,045 $ 13.88 June 30, 2023 Series A October 2022 1,022,495 1,022,495 $ 2.20 October 25, 2027 Series B October 2022 - 1,022,495 $ 2.20 October 25, 2027 Prefunded warrants October 2022 - 240,000 $ (* ) No limit Warrant to underwriters October 2022 51,125 51,125 $ 6.11 October 21, 2027 Warrant to underwriters May 2023 32,778 - $ 2.75 November 23, 2026 Warrant to underwriters May 2023 60,476 - $ 2.75 November 24, 2026 Warrant to underwriters June 2023 35,088 - $ 2.67 June 2, 2028 Warrant series C June 2023 350,878 - $ 2.08 December 6, 2028 Warrant to underwriters June 2023 31,231 - $ 4.06 June 28, 2028 Warrant series D June 2023 312,309 - $ 3.19 December 28, 2028 (*) Less than $0.01. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022. In the calculation of the basic and diluted net loss, the Company included warrants that would be exercised for no or little consideration and are exercisable with no contingencies. Due to the net loss to common shareholders 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, 2023 and 2022, 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 2023 2022 For the Years Ended December 31, 2023 2022 Series A 2013 - 183 Warrant to underwriters December 2019 - 45,643 Warrant to underwriters December 2019 - 47,619 Warrant to underwriters December 2019 - 45,045 Series A and B warrants October 2022 1,022,495 2,044,990 Warrant to underwriters October 2022 51,125 51,125 Warrant to underwriters May 2023 32,778 - Warrant to underwriters May 2023 60,476 - Warrant to underwriters June 2023 35,088 - Warrant series C June 2023 350,878 - Warrant to underwriters June 2023 31,231 - Warrant series D June 2023 312,309 - Outstanding employee stock options to purchase common stock 2,095,362 1,507,137 Potentially dilutive securities excluded from diluted loss per share 2,095,362 1,507,137 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, 2023 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 12 - RESEARCH AND DEVELOPMENT EXPENSES, NET SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 For the Years Ended December 31, 2023 2022 Payroll and related expenses $ 2,455 $ 3,558 Share-based compensation 407 387 Professional services 1,842 2,097 Materials 520 559 Patents 157 341 Rent 213 224 Office and maintenance expenses 55 100 Depreciation 106 102 Other 248 368 Less - grants (279 ) - Research and development expense $ 5,724 $ 7,736 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES, NET | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses Net | |
GENERAL AND ADMINISTRATIVE EXPENSES, NET | NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES, NET SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 For the Years Ended December 31, 2023 2022 Payroll and related expenses $ 1,223 $ 1,813 Government fees 58 35 Share-based compensation 988 1,365 Professional services 1,204 1,154 Insurance 442 733 Public and investor relations 148 220 Office and maintenance expenses 95 120 Travel 160 180 Other 94 81 Less - insurance loss recoveries (281 ) (156 ) General and administrative expenses $ 4,131 $ 5,545 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 14 - RELATED PARTIES There were no material related party transactions in each of the years ended December 31, 2023 and 2022 that were outside of the Company’s normal course of business. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 15 - TAXES ON INCOME The Company is subject to U.S. federal tax rate of 21 % for the years ended December 31, 2023 and 2022. The Company has not been audited by the Internal Revenue Service since its incorporation. As of December 31, 2023 and 2022, the Company has generated accumulated net operating losses in the U.S. of approximately $ 506,317 and $ 502,053 , respectively. Net operating losses in the United States are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. Microbot Israel is subject to Israeli corporate tax rate of 23 % for the years ended 2023 and 2022. Microbot Israel has not received a final tax assessment since 2018. As of December 31, 2023 and 2022, Microbot Israel has generated accumulated net operating losses in Israel of approximately $ 41,164 and $ 34,688 , respectively, which may be carried forward and offset against taxable income in the future for an indefinite period. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 15 - TAXES ON INCOME 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 2023 2022 As of December 31, 2023 2022 Net operating loss carryforwards $ 115,778 $ 113,393 Operating lease liabilities 53 105 Accrued vacation pay 59 71 Legal settlement accrual 464 - Advance payment from IIA 17 - Total deferred tax assets 116,371 113,569 Less: valuation allowance (116,014 ) (113,455 ) Net deferred tax assets 357 114 Operating leases, right-of-use assets (60 ) (114 ) Grant receivable ( Ministry of Economy) (5 ) - Insurance recovery receivable (280 ) - Marketable securities (12 ) - Total deferred tax liabilities (357 ) (114 ) Total net deferred tax assets $ - $ - Reconciliation of Income Taxes: The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS A. Preferred investment options inducement: On December 29, 2023, the Company entered into a preferred investment option exercise inducement offer letter with certain holders of existing (i) Series A preferred investment options to purchase 1,022,495 shares of the Company’s common stock at an exercise price of $ 2.20 per share, issued on October 25, 2022, as amended on May 24, 2023, (ii) Series C preferred investment options to purchase 350,878 shares of the Company’s common stock at an exercise price of $ 2.075 per share, issued on June 6, 2023, and (iii) Series D preferred investment options to purchase 312,309 shares of the Company’s common stock at an exercise price of $ 3.19 per share issued on June 26, 2023 (clauses (i) through (iii) collectively, the “Existing Preferred Investment Options”), pursuant to which the holders agreed to exercise for cash their Existing Investment Options to purchase an aggregate of 1,685,682 shares of the Company’s common stock, at a reduced exercised price of $ 1.62 per share, in consideration for the Company’s agreement to issue new series E preferred investment options having terms to purchase up to 1,685,682 shares of the Company’s common stock (the “Inducement Investment Options”). Each Inducement Investment Option will have an exercise price equal to $ 1.50 per share, and will be exercisable from the date of the issuance until five and one-half (5.5) years following the date of the issuance. The Company received aggregate gross proceeds of approximately $ 2,730 from the exercise of the Existing Investment Options by the Holders and the sale of the Inducement Investment Options, before deducting placement agent fees and other offering expenses payable by the Company. As mentioned in Note 9E above, the Company engaged Wainwright to act as its exclusive placement agent in connection with the transactions summarized above pursuant to an Engagement Letter, dated October 24, 2023 and paid Wainwright a cash fee equal to 7.0% of the gross proceeds received from the exercise of the Existing Investment Options as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing Investment Options. The Company also paid Wainwright $ 60 for non-accountable expenses, and approximately $ 16 for certain administrative fees. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 84,284 shares of common stock which have the same terms as the Inducement Investment Options except for an exercise price equal to $ 2.025 per share. Further, pursuant to the engagement letter, Wainwright has a right of first refusal to act as sole book-running manager, sole underwriter, or sole placement agent with respect to any public offering or private placement of equity, equity-linked or debt securities using an underwriter or placement agent occurring during the twelve-month period following the closing date January 3, 2024. The Closing of the preferred investment option exercise inducement offer letter, and the modification of the previous warrants, the issuance of the stock and the warrants, and the receipt of cash, all occurred after December 31, 2023. B. Reinstatement of annual compensation: On January 8, 2024, the Board of Directors of the Company authorized the reinstatement of the annual fees payable to the independent directors for their services, effective as of January 1, 2024. Such fees were suspended in May 2023 as a result of the Company’s cost reduction plan. The Company also reinstated in full of the annual compensation of the CEO, effective as of January 1, 2024. Such compensation was reduced by 50 C. Settlement of litigation resulting from the 2017 financing: On January 26, 2024 (the “Effective Date”), the Company entered into a settlement agreement and release with the Plaintiffs (the “Settlement Agreement”), effectively resolving a lawsuit brought against the Company in 2020. The lawsuit stemmed from securities purchase agreements made between the Company and the third parties in 2017. Pursuant to the Settlement Agreement, the Company agreed to pay $ 2,154 1,100 1,005,965 MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) The Company concluded the Settlement Agreement gave rise to loss contingencies in the scope of ASC Subtopic 450-20, Contingencies - Loss Contingencies, and as of December 31, 2023, the Company recorded a contingent liability, as the Company deemed it both probable and reasonably estimable. The Company determined that the loss contingency should be recognized as non-operating losses, offset by loss recoveries received from the Company’s insurance company . As a result of the Settlement Agreement and the insurance recovery received from the insurance company, as of December 31, 2023, the Company recorded a liability and an asset on its balance sheet totaling $ 2,211 1,335 1,100 235 1,111 D. Stock option grants and other compensation: In February 2024, the Company granted the CEO, certain executives and certain employees, fully vested options to purchase an aggregate of 130,000 shares of the Company’s common stock, at an exercise price per share of $ 1.2684 , attributable to performance goals achieved in January 2024. The Company also granted the CEO and other executives, options to purchase an aggregate of 132,500 shares of common stock at an exercise price per share of $ 1.25 , with vesting based on meeting certain performance conditions in the year 2024. In February 2024, the Company granted certain employees and advisors, options to purchase an aggregate of 77,500 shares of the Company’s common stock, at an exercise price per share of $ 1.2684 , with a vesting period of three years. Regarding the CEO’s 2023 annual bonus, in February 2024, the Company paid the CEO 25% of his 2023 annual bonus, amounting to approximately $ 99 , through the grant of fully vested options to purchase an aggregate of 79,567 shares of the Company’s common stock with an exercise price per share of $ 1.25 . The remaining 75% of the CEO’s bonus will be paid in cash contingent upon meeting certain conditions during 2024. As for other Company executives’ 2023 annual bonuses, in February 2024, the Company paid 50% of such bonuses in cash. The remaining 50% of such bonuses will be paid in cash contingent upon meeting certain conditions during 2024. As of December 31, 2023 and for the year then ended, the portions of the bonuses, which were paid in February 2024 in options and cash, were reflected as a liability in the Company’s balance sheet against payroll expenses in the Company’s statement of comprehensive loss, amounting to approximately $ 140 . E. Return of CardioSert intellectual property assets: On March 3, 2024, the Company received notice from CardioSert that it was triggering its right to reacquire the Technology, pursuant to its rights under the CardioSert Agreement. The Company expects the transfer of the Technology back to CardioSert will occur in the second fiscal quarter of 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 statements of comprehensive loss as financial income or expenses, as appropriate. | |
Use of estimates | Use of estimates : The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. | C. 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. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principles of consolidation | D. 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. | |
Reclassification of prior year disclosures: | E. Reclassification of prior year disclosures: Certain prior year amounts have been reclassified for consistency with the current year disclosures. These reclassifications had no effect on the reported consolidated balance sheets, the related consolidated statements of comprehensive loss, shareholders’ equity and cash flows. | |
Acquisitions of assets | F. Acquisitions of assets : 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. | |
Cash and cash equivalents | G. 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 | H. Restricted cash : Restricted cash of $ 49 as of December 31, 2023, serves as collateral for the Company’s lease agreement, and $ 77 as of December 31, 2022, serves as collateral for lease agreements and credit cards. | |
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 March 31, 2024 and December 31, 2023: SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT As of March 31, 2024 Total Level 1 Level 2 Level 3 Money market mutual funds $ 5,187 $ 5,187 $ - $ - As of December 31, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 2,497 $ 2,497 $ - $ - Money market mutual funds 1,420 1,420 - - $ 3,917 $ 3,917 $ - $ - 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 March 31, 2024 and December 31, 2023. | I. 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 below. 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: | J. 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. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Property and equipment | K. 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: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT % Research equipment and software 25 - 33 Furniture and office equipment 7 Leasehold improvements Over the lease period The Company assesses property and equipment impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the property and equipment assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s estimated fair value and its carrying value. For property and equipment assets, the estimate of fair value is typically based on a discounted cash flow model. As of December 31, 2023, and 2022, no impairment charge has been recorded. | |
Liabilities due to termination of employment agreements | L. 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. As for the U.S. employees, the Company has certain defined contribution plans, including a 401(k)-retirement plan in the U.S., whereby contributions made by eligible employees are matched by the Company with certain limitations. | |
Common stock warrants | M. Common stock warrants : The Company accounts for warrants issued to investors as either equity-classified or liability-classified instruments, based on an assessment of the warrant’s specific terms and the 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, or meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock 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. | |
Basic and diluted net loss per share | N. 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. For purposes of the diluted net loss per share attributable to common shareholders calculation, stock options and warrants are considered to be common stock equivalents. All common stock equivalents have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2023 and December 31, 2022, as their effect would be anti-dilutive. Therefore, basic and diluted net loss per share were the same for both years presented. In the calculation of the basic and diluted net loss, the Company included warrants that would be exercised for no or little consideration and are exercisable with no contingencies. | |
General and administrative expenses, net: | O. General and administrative expenses, net: General and administrative expenses are charged to the statement of comprehensive loss as incurred. Insurance loss recoveries are recognized when the amount is determinable and approved by the insurance company and applied as a deduction from general and administrative expenses. General and administrative expenses, net, for the years ended December 31, 2023 and 2022, were offset by insurance loss recoveries in the amounts of approximately $ 281 and $ 156 , respectively. | |
Research and development expenses, net: | P. Research and development expenses, net: Research and development expenses are charged to the statement of comprehensive loss as incurred. Grants for funding of approved research and development projects and others 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. See Note 2V below. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Share-based compensation | 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 recognizes the expense for an equity classified awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. If no explicit service period is determined, the Company estimates the implicit service period based on the timing the employee is expected to achieve the related performance condition. When no future services are required to be performed by the grantee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. 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 the standard deviation of the Company’s closing prices according to the expected life (SAB107) for each of the grants. 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 using the “simplified” method. 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. | Q. 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 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 the standard deviation of the Company’s closing prices according to the expected life (SAB107) for each of the grants. 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 using the “simplified” method. 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 | R. 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, 2023, and 2022, the Company had a full valuation allowance against deferred tax assets. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Marketable securities | S. 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 reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. Unrealized gains or losses for the equity security are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. The Company classifies its investments as current based on the nature of the investments and their availability for use in current operations. | |
Leases: | T. Leases: The Company determines if an arrangement is a lease at inception. Operating lease assets are presented as operating lease long-term right-of-use assets (“ROU”), 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. MICROBOT MEDICAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (Except share and per share data) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Contingencies | 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. The Company carries liability insurance to mitigate its exposure to losses, including litigation losses. The Company records the estimated amount of expected insurance proceeds for litigation losses incurred as an asset (typically a receivable from the insurer) and offset to losses up to the amount of the losses incurred when the amount is determinable and approved by the insurance company. | U. 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. Refer to Note 16C below. The Company carries liability insurance to mitigate its exposure to losses, including litigation losses. The Company records the estimated amount of expected insurance proceeds for litigation losses incurred as an asset (typically a receivable from the insurer) and offset to losses up to the amount of the losses incurred when the amount is determinable and approved by the insurance company. Refer to Note 2O above and Note 16C below. |
Government grants: | V Government grants: Government grants which are received from the Israeli Ministry of Economy and Israel Innovation Authority (“IIA”) by way of participation in research and development that is conducted by Microbot Israel, 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 Microbot Israel will comply with the conditions attached to the grant and there was reasonable assurance the grant will be received. The grants are deducted from the research and development expenses as the applicable costs are incurred. Research and development expenses, net, for the years ended December 31, 2023 and 2022, include participation in research and development expenses in the amount of approximately $ 279 and $ 0 , respectively. | |
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. | W. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF 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: SCHEDULE OF 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 March 31, 2024 and December 31, 2023: SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT As of March 31, 2024 Total Level 1 Level 2 Level 3 Money market mutual funds $ 5,187 $ 5,187 $ - $ - As of December 31, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 2,497 $ 2,497 $ - $ - Money market mutual funds 1,420 1,420 - - $ 3,917 $ 3,917 $ - $ - |
CASH AND CASH EQUIVALENTS AND_2
CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES As of December 31, 2023 2022 Cash and cash equivalents: Cash $ 2,468 $ 1,195 U.S. treasury securities - 1,247 Total cash and cash equivalents $ 2,468 $ 2,442 Marketable securities: Money market mutual funds $ 1,420 $ 1,999 U.S. treasury securities 2,497 3,761 Total marketable securities $ 3,917 $ 5,760 Total cash, cash equivalents and marketable securities $ 6,385 $ 8,202 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES As of December 31, 2023 Total Level 1 Level 2 Level 3 Marketable securities: U.S. treasury securities $ 2,497 $ 2,497 $ - $ - Money market mutual funds 1,420 1,420 - - $ 3,917 $ 3,917 $ - $ - 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 $ - $ - |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2023 2022 Amounts due from government institutions $ 61 $ 103 Prepaid expenses and other receivables 91 429 Total prepaid expenses and other current assets $ 152 $ 532 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF STATEMENTS OF COMPREHENSIVE LOSS | The following table presents the components of the Company’s lease cost and the classification of such costs in the Company’s consolidated statements of comprehensive loss for the years ended December 31, 2023 and 2022: SCHEDULE OF STATEMENTS OF COMPREHENSIVE LOSS Component of Lease Cost Statements of Comprehensive Loss Line Item 2023 2022 For the Years Ended December 31, Component of Lease Cost Statements of Comprehensive Loss Line Item 2023 2022 Operating lease cost Research and development, net $ 279 $ 300 |
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 Years Ended December 31, 2023 2022 Cash paid under operating lease agreements $ 283 $ 344 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Undiscounted maturities of future operating lease payments as of December 31, 2023 are summarized as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES As of December 31, 2023 2024 $ 208 2025 48 2026 21 Total future lease payments 277 Less imputed interest (47 ) Total lease liabilities $ 231 |
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES | The following table includes the weighted-average lease terms and discount rates for operating leases as of December 31, 2023 and 2022: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES As of December 31, 2023 2022 Operating leases weighted average remaining lease term (in years) 0.8 2 Operating leases weighted average discount rate 7 % 9 % |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 As of December 31, 2023 2022 Historical Cost: Research equipment and software $ 177 $ 143 Leasehold improvement 229 229 Furniture and office equipment 233 236 Cost 639 608 Accumulated Depreciation: Research equipment and software 109 63 Leasehold improvement 181 135 Furniture and office equipment 203 189 Accumulated Depreciation 493 387 Net book value $ 146 $ 221 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED LIABILITIES | SCHEDULE OF ACCRUED LIABILITIES As of December 31, 2023 2022 Employee-related liabilities $ 725 $ 1,372 Other current liabilities 302 298 Total Accrued Liabilities $ 1,027 $ 1,670 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF GRANT DATE FAIR VALUE OF PREFERRED INVESTMENT OPTIONS ISSUED TO INVESTORS | The grant date fair values of preferred investment options issued to Wainwright and preferred investment options issued to investors that were modified in the years ended December 31, 2023 and 2022 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF GRANT DATE FAIR VALUE OF PREFERRED INVESTMENT OPTIONS ISSUED TO INVESTORS For the Years Ended December 31, 2023 2022 Expected volatility 101.31 %- 122.39 % 87.96 % Risk-free interest 3.85 %- 4.93 % 4.25 % Dividend yield - % - % Expected terms (years) 1.42 - 5 4.99 |
SUMMARY OF STOCK OPTION ACTIVITY | SUMMARY OF STOCK OPTION ACTIVITY For the Year Ended December 31, 2023 Number of stock options Weighted average exercise price Outstanding as of December 31, 2022 1,507,137 $ 7.31 Granted 711,308 1.75 Forfeitures (123,083 ) 5.78 Outstanding as of December 31, 2023 2,095,362 $ 5.51 Vested as of December 31, 2023 1,176,118 $ 7.74 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 Forfeitures (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 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING | The stock options outstanding as of December 31, 2023 and December 31, 2022, summarized by exercise prices, are as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price $ Stock options outstanding as of December 31, 2023 Stock options outstanding as of December 31, 2022 Weighted average remaining contractual life - years as of December 31, 2023 Weighted average remaining contractual life - years as of December 31, 2022 Stock options exercisable as of December 31, 2023 Stock options exercisable as of December 31, 2022 0.00 0.01 61,577 61,577 2.3 3.3 61,577 61,577 1.00 3.73 860,808 211,000 9.6 10 95,925 - 4.2 7.26 639,232 687,482 6.3 8.0 484,871 315,807 8.16 9.64 380,872 380,872 6.6 7.6 380,872 356,019 15.3 15.75 152,873 166,206 3.7 4.8 152,873 166,206 2,095,362 1,507,137 1,176,118 899,609 |
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS | The grant date fair values of employee stock options granted in the years ended December 31, 2023 and 2022 were estimated using the Black-Scholes valuation model with the following: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS For the Years Ended December 31, 2023 2022 Expected volatility 86.5% - 98.2 % 111.2% - 161.7% Risk-free interest 3.3 %- 4.7% 1.7% - 3.7% Dividend yield - % - % Expected terms (years) 5.8 6.2 |
SCHEDULE OF WARRANTS OUTSTANDING | The remaining outstanding warrants and terms as of December 31, 2023 and 2022 are as follows: SCHEDULE OF WARRANTS OUTSTANDING Issuance date Outstanding and exercisable as of December 31, 2023 Outstanding and exercisable as of December 31, 2022 Exercise Price Exercisable Through Series A (2013) - 183 $ 2,754.00 April 9, 2023 Warrant to underwriters December 2019 - 45,643 $ 13.13 June 25, 2023 Warrant to underwriters December 2019 - 47,619 $ 13.13 June 27, 2023 Warrant to underwriters December 2019 - 45,045 $ 13.88 June 30, 2023 Series A October 2022 1,022,495 1,022,495 $ 2.20 October 25, 2027 Series B October 2022 - 1,022,495 $ 2.20 October 25, 2027 Prefunded warrants October 2022 - 240,000 $ (* ) No limit Warrant to underwriters October 2022 51,125 51,125 $ 6.11 October 21, 2027 Warrant to underwriters May 2023 32,778 - $ 2.75 November 23, 2026 Warrant to underwriters May 2023 60,476 - $ 2.75 November 24, 2026 Warrant to underwriters June 2023 35,088 - $ 2.67 June 2, 2028 Warrant series C June 2023 350,878 - $ 2.08 December 6, 2028 Warrant to underwriters June 2023 31,231 - $ 4.06 June 28, 2028 Warrant series D June 2023 312,309 - $ 3.19 December 28, 2028 (*) Less than $0.01. |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 For the Years Ended December 31, 2023 2022 Series A 2013 - 183 Warrant to underwriters December 2019 - 45,643 Warrant to underwriters December 2019 - 47,619 Warrant to underwriters December 2019 - 45,045 Series A and B warrants October 2022 1,022,495 2,044,990 Warrant to underwriters October 2022 51,125 51,125 Warrant to underwriters May 2023 32,778 - Warrant to underwriters May 2023 60,476 - Warrant to underwriters June 2023 35,088 - Warrant series C June 2023 350,878 - Warrant to underwriters June 2023 31,231 - Warrant series D June 2023 312,309 - Outstanding employee stock options to purchase common stock 2,095,362 1,507,137 Potentially dilutive securities excluded from diluted loss per share 2,095,362 1,507,137 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 For the Years Ended December 31, 2023 2022 Payroll and related expenses $ 2,455 $ 3,558 Share-based compensation 407 387 Professional services 1,842 2,097 Materials 520 559 Patents 157 341 Rent 213 224 Office and maintenance expenses 55 100 Depreciation 106 102 Other 248 368 Less - grants (279 ) - Research and development expense $ 5,724 $ 7,736 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General And Administrative Expenses Net | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 For the Years Ended December 31, 2023 2022 Payroll and related expenses $ 1,223 $ 1,813 Government fees 58 35 Share-based compensation 988 1,365 Professional services 1,204 1,154 Insurance 442 733 Public and investor relations 148 220 Office and maintenance expenses 95 120 Travel 160 180 Other 94 81 Less - insurance loss recoveries (281 ) (156 ) General and administrative expenses $ 4,131 $ 5,545 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 As of December 31, 2023 2022 Net operating loss carryforwards $ 115,778 $ 113,393 Operating lease liabilities 53 105 Accrued vacation pay 59 71 Legal settlement accrual 464 - Advance payment from IIA 17 - Total deferred tax assets 116,371 113,569 Less: valuation allowance (116,014 ) (113,455 ) Net deferred tax assets 357 114 Operating leases, right-of-use assets (60 ) (114 ) Grant receivable ( Ministry of Economy) (5 ) - Insurance recovery receivable (280 ) - Marketable securities (12 ) - Total deferred tax liabilities (357 ) (114 ) Total net deferred tax assets $ - $ - |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Entity Incorporation, Date of Incorporation | Aug. 02, 1988 | Aug. 02, 1988 | |
Cash, Cash Equivalents, and Short-Term Investments | $ 6,349 | $ 6,385 | $ 8,202 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2023 |
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 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and Administrative Expense [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Insurance Recoveries | $ 281,000 | $ 156,000 |
Research and Development Expense [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
[custom:GovernmentGrants] | 279,000 | 0 |
Collateral Lease Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Restricted Cash | $ 49 | $ 77 |
SCHEDULE OF CASH AND CASH EQUIV
SCHEDULE OF CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | |||
Total cash and cash equivalents | $ 2,468 | $ 2,442 | |
Total marketable securities | $ 5,187 | 3,917 | 5,760 |
Total cash, cash equivalents and marketable securities | $ 6,349 | 6,385 | 8,202 |
Money Market Funds [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Total marketable securities | 1,420 | 1,999 | |
US Treasury Securities [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Total marketable securities | 2,497 | 3,761 | |
Cash [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Total cash and cash equivalents | 2,468 | 1,195 | |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Marketable Security, Unrealized Gain (Loss) | $ 59 | $ 12 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Member] | |||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Assets, fair value | $ 5,187 | $ 3,917 | $ 5,760 |
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Assets, fair value | 5,187 | 3,917 | 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] | Marketable Securities [Member] | |||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Assets, fair value | 2,497 | 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 | 2,497 | 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 | |||
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 | |||
Money Market Funds [Member] | Marketable Securities [Member] | |||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Assets, fair value | 1,420 | 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 | 1,420 | 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 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | |||
Amounts due from government institutions | $ 61 | $ 103 | |
Prepaid expenses and other receivables | 91 | 429 | |
Total prepaid expenses and other current assets | $ 603 | $ 152 | $ 532 |
SCHEDULE OF STATEMENTS OF COMPR
SCHEDULE OF STATEMENTS OF COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Research and Development, Net [Member] | ||
Operating lease cost | $ 279 | $ 300 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Cash paid under operating lease agreements | $ 283 | $ 344 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 208 |
2025 | 48 |
2026 | 21 |
Total future lease payments | 277 |
Less imputed interest | (47) |
Total lease liabilities | $ 231 |
SCHEDULE OF SUPPLEMENTAL INFORM
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Lessee, Operating Lease, Remaining Lease Term | 9 months 18 days | 2 years |
Operating leases weighted average discount rate | 7% | 9% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Nov. 30, 2019 | |
Leases | ||
Lessee, Operating Lease, Term of Contract | 5 years | |
Finance Lease, Principal Payments | $ 16 | |
Bank gurantee issued | $ 49 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Cost | $ 639 | $ 608 | |
Accumulated Depreciation | 493 | 387 | |
Net book value | $ 132 | 146 | 221 |
Research Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 177 | 143 | |
Accumulated Depreciation | 109 | 63 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 229 | 229 | |
Accumulated Depreciation | 181 | 135 | |
Furniture and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 233 | 236 | |
Accumulated Depreciation | $ 203 | $ 189 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Employee-related liabilities | $ 725 | $ 1,372 | |
Other current liabilities | 302 | 298 | |
Total Accrued Liabilities | $ 896 | $ 1,027 | $ 1,670 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Feb. 24, 2024 USD ($) | Jan. 26, 2024 USD ($) shares | Aug. 22, 2023 USD ($) | Jun. 26, 2023 shares | Jun. 02, 2023 shares | May 23, 2023 shares | Oct. 06, 2022 USD ($) | Oct. 03, 2022 USD ($) | Mar. 31, 2021 USD ($) | Apr. 28, 2019 USD ($) | Jan. 04, 2018 USD ($) $ / shares shares | Jun. 30, 2012 | Mar. 31, 2024 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2024 ILS (₪) | Feb. 24, 2024 ILS (₪) | Dec. 31, 2023 ILS (₪) | Dec. 11, 2022 USD ($) | Dec. 11, 2022 ILS (₪) | Jun. 10, 2021 USD ($) | ||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Royalties payable as percentage of future sales | 3% | 3% | ||||||||||||||||||||||
Gross proceeds from cash fee percentage | 7% | |||||||||||||||||||||||
Gross proceeds from management fee percentage | 1% | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,397,000 | [1] | $ 6,558,000 | [2] | $ 4,324,000 | [3] | ||||||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 2,154,000 | |||||||||||||||||||||||
[custom:SettlementAgreementLiability-0] | 2,211,000 | |||||||||||||||||||||||
[custom:InsuranceRecoverable-0] | 1,335,000 | |||||||||||||||||||||||
Loss Contingency, Receivable | 1,100,000 | |||||||||||||||||||||||
Legal Fees | 235,000 | |||||||||||||||||||||||
Gain (Loss) from Litigation Settlement | 1,111,000 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 17,000 | [1] | $ 38,000 | [2] | $ 8,000 | [3] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,685,682 | [1] | 3,816,689 | [2] | 782,495 | [3] | ||||||||||||||||||
Joseph Mona [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 485,000 | $ 485,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
[custom:ContigentBonus-0] | $ 298,000 | |||||||||||||||||||||||
Other Commitments, Description | The first 50% of the CEO’s contingent bonus ($149) is payable upon the Company raising at least $3,000 in new funds by June 30, 2024. The remaining 50% ($149), payable upon the Company raising at least $6,000 in new funds by September 30, 2024 (cumulative, so if $3,000 is not raised by June 30, 2024 but the full $6,000 is raised by September 30, 2024, the full amount is payable). | |||||||||||||||||||||||
Other Executives [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
[custom:ContigentBonus-0] | $ 60,000 | ₪ 230,736 | ||||||||||||||||||||||
Other Commitments, Description | which is payable upon the Company raising at least $3,000 in new funds by September 30, 2024. | |||||||||||||||||||||||
Device [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Royalties percent | 3% | |||||||||||||||||||||||
Integrated Product [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Royalties percent | 1.50% | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 6,750,000 | $ 6,750,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 624,618 | 701,756 | 975,000 | |||||||||||||||||||||
Litigation Settlement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Payments for Legal Settlements | $ 1,100,000 | 1,100,000 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 1,005,965 | |||||||||||||||||||||||
[custom:InsuranceRecoveryAmount] | $ 1,335,000 | |||||||||||||||||||||||
Litigation Settlement [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,005,965 | |||||||||||||||||||||||
Israeli Innovation Authority [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Grants Receivable | $ 74,000 | 304 | ₪ 27,000 | $ 83,000 | ₪ 300,000 | |||||||||||||||||||
[custom:AdditionalGrantReceivable-0] | $ 447,000 | $ 447 | ₪ 1,620,000 | ₪ 1,620,000 | ||||||||||||||||||||
Israeli Innovation Authority [Member] | Minimum [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Royalties payable as percentage of future sales | 3% | 3% | ||||||||||||||||||||||
Israeli Innovation Authority [Member] | Maximum [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Royalties payable as percentage of future sales | 5% | 5% | ||||||||||||||||||||||
Israeli Innovation Authority [Member] | CardioSert Ltd [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Repayment of government grants | $ 530,000 | |||||||||||||||||||||||
Israeli Innovation Authority [Member] | Nitiloop [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Repayment of government grants | $ 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] | ||||||||||||||||||||||||
Payments to Acquire Intangible Assets | $ 300,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 6,738 | |||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 74,000 | |||||||||||||||||||||||
Buy back amount per patent | $ / shares | $ 1 | |||||||||||||||||||||||
Consulting fee description | 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 | |||||||||||||||||||||||
Professional Fees | $ 40,000,000 | |||||||||||||||||||||||
Monthly consultation fee in USD | $ / shares | $ 11 | |||||||||||||||||||||||
Currency exchange rate, description | exchange rate of NIS 3.7 to the dollar) | |||||||||||||||||||||||
CardioSert Ltd [Member] | Minimum [Member] | Technology [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Investments | $ 2,000,000 | |||||||||||||||||||||||
H.C. Wainwright & Co. LLC [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Professional Fees | $ 565,000 | |||||||||||||||||||||||
Warrant or Right, Reason for Issuance, Description | The Company has also agreed to issue to Wainwright or its designees preferred investment options upon the closing of such offerings, equal to five (5.0%) percent of the aggregate number of such shares of common stock in such offerings, including upon exercise for cash of any warrants issued to investors in such offering. | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
H.C. Wainwright & Co. LLC [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 31,231 | |||||||||||||||||||||||
Alliance Investment Management, Ltd. [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Litigation Settlement, Amount Awarded from Other Party | $ 468,000 | |||||||||||||||||||||||
Ministry of Economy [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Grants Receivable | $ 50,000 | |||||||||||||||||||||||
2013 Through June 30, 2022 [Member] | Israeli Innovation Authority [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,804,000 | |||||||||||||||||||||||
2013 through March 31, 2024 [Member] | Israeli Innovation Authority [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,878,000 | |||||||||||||||||||||||
[1]Net of issuance costs in the amount of $[2]Net of issuance costs in the amount of $[3]Net of issuance costs in the amount of $ |
SCHEDULE OF GRANT DATE FAIR VAL
SCHEDULE OF GRANT DATE FAIR VALUE OF PREFERRED INVESTMENT OPTIONS ISSUED TO INVESTORS (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 87.96 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 101.31 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 122.39 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.25 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 3.85 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.93 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | ||
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 4 years 11 months 26 days | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 1 year 5 months 1 day | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 5 years |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - Employees and Directors [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of stock options outstanding, Outstanding at beginning of period | 1,507,137 | 997,148 |
Weighted average exercise price, Outstanding at beginning of period | $ 7.31 | $ 8.48 |
Number of stock options outstanding, Granted | 711,308 | 530,822 |
Weighted average exercise price, Granted | $ 1.75 | $ 5.14 |
Number of stock options outstanding, forfeitures | (123,083) | (20,833) |
Weighted average exercise price, forfeitures | $ 5.78 | $ 8.16 |
Number of stock options outstanding, Outstanding at end of period | 2,095,362 | 1,507,137 |
Weighted average exercise price, Outstanding at end of period | $ 5.51 | $ 7.31 |
Number of stock options outstanding, Vested at end of period | 1,176,118 | 899,609 |
Weighted average exercise price, Vested at end of period | $ 7.74 | $ 8.52 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options outstanding | 2,095,362 | 1,507,137 |
Stock options exercisable | 1,176,118 | 899,609 |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options outstanding | 61,577 | 61,577 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 3 months 18 days | 3 years 3 months 18 days |
Stock options exercisable | 61,577 | 61,577 |
Exercise Price One [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 0 | |
Exercise Price One [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 0.01 | |
Exercise Price Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options outstanding | 860,808 | 211,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years 7 months 6 days | 10 years |
Stock options exercisable | 95,925 | |
Exercise Price Two [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 1 | |
Exercise Price Two [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 3.73 | |
Exercise Price Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options outstanding | 639,232 | 687,482 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 6 years 3 months 18 days | 8 years |
Stock options exercisable | 484,871 | 315,807 |
Exercise Price Three [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 4.2 | |
Exercise Price Three [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 7.26 | |
Exercise Price Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options outstanding | 380,872 | 380,872 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 6 days | 7 years 7 months 6 days |
Stock options exercisable | 380,872 | 356,019 |
Exercise Price Four [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 8.16 | |
Exercise Price Four [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 9.64 | |
Exercise Price Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options outstanding | 152,873 | 166,206 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years 8 months 12 days | 4 years 9 months 18 days |
Stock options exercisable | 152,873 | 166,206 |
Exercise Price Five [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 15.3 | |
Exercise Price Five [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 15.75 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 86.50% | 111.20% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 98.20% | 161.70% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 3.30% | 1.70% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.70% | 3.70% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years 9 months 18 days | 6 years 2 months 12 days |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | ||
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 | |||
Exercise price | $ 2,754 | |||
Class of warrant or righst month year from which warrants or rights exercisable | April 9, 2023 | |||
Warrant to Underwriters December 2019 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 45,643 | |||
Exercise price | $ 13.13 | |||
Class of warrant or righst month year from which warrants or rights exercisable | June 25, 2023 | |||
Warrant to Underwriters December 2019 Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 47,619 | |||
Exercise price | $ 13.13 | |||
Class of warrant or righst month year from which warrants or rights exercisable | June 27, 2023 | |||
Warrant to Underwriters December 2019 Three [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 45,045 | |||
Exercise price | $ 13.88 | |||
Class of warrant or righst month year from which warrants or rights exercisable | June 30, 2023 | |||
Series A October 2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 1,022,495 | 1,022,495 | ||
Exercise price | $ 2.20 | |||
Class of warrant or righst month year from which warrants or rights exercisable | October 25, 2027 | |||
Series B October 2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 1,022,495 | |||
Exercise price | $ 2.20 | |||
Class of warrant or righst month year from which warrants or rights exercisable | October 25, 2027 | |||
Prefunded Warrants October 2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 240,000 | |||
Exercise price | [1] | |||
Class of warrant or righst month year from which warrants or rights exercisable | No limit | |||
Warrant to Underwriters October 2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 51,125 | 51,125 | ||
Exercise price | $ 6.11 | |||
Class of warrant or righst month year from which warrants or rights exercisable | October 21, 2027 | |||
Warrant to Underwriters May 2023 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 32,778 | |||
Exercise price | $ 2.75 | |||
Class of warrant or righst month year from which warrants or rights exercisable | November 23, 2026 | |||
Warrant to Underwriters May 2023 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 60,476 | |||
Exercise price | $ 2.75 | |||
Class of warrant or righst month year from which warrants or rights exercisable | November 24, 2026 | |||
Warrant to Underwriters June 2023 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 35,088 | |||
Exercise price | $ 2.67 | |||
Class of warrant or righst month year from which warrants or rights exercisable | June 2, 2028 | |||
Warrant Series C June 2023 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 350,878 | |||
Exercise price | $ 2.08 | |||
Class of warrant or righst month year from which warrants or rights exercisable | December 6, 2028 | |||
Warrant Series D June 2023 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 31,231 | |||
Exercise price | $ 4.06 | |||
Class of warrant or righst month year from which warrants or rights exercisable | June 28, 2028 | |||
Warrant Series D June 2023 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of outstanding warrants | 312,309 | |||
Exercise price | $ 3.19 | |||
Class of warrant or righst month year from which warrants or rights exercisable | December 28, 2028 | |||
[1]Less than $0.01. |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Feb. 29, 2024 | Dec. 29, 2023 | Oct. 25, 2023 | Jun. 28, 2023 | Jun. 26, 2023 | Jun. 16, 2023 | Jun. 06, 2023 | Jun. 02, 2023 | May 23, 2023 | May 22, 2023 | Oct. 25, 2022 | Oct. 21, 2022 | Oct. 03, 2022 | Oct. 03, 2022 | Feb. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 29, 2023 | Feb. 13, 2023 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common Stock, Shares, Outstanding | 14,398,964 | 11,707,317 | 7,890,628 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||||||||||||||||||
Warrant, Exercise Price, Increase | $ 0.0001 | ||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 68,000 | $ 58,000 | $ 72,000 | $ 46,000 | $ 138,000 | $ 1,230 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 240,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | 277,000 | $ 185,000 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 102,000 | $ 185,000 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 1.40 | $ 4.5 | |||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,918,000 | ||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 4 months 24 days | ||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 2,730,000 | ||||||||||||||||||||||
[custom:AgentFeesAndOtherOfferingExpenses] | $ 333,000 | ||||||||||||||||||||||
[custom:AnnualBonus] | $ 99 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.25 | $ 1.25 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 79,567 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||
Chief Executive Officer, Executives and Employees [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | 1.2684 | $ 1.2684 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 130,000 | ||||||||||||||||||||||
Chief Executive Officer and Other Executives [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | 1.25 | $ 1.25 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 132,500 | ||||||||||||||||||||||
Chief Executive Officer Employees and Advisors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.2684 | $ 1.2684 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 195,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||
Series B Preferred Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Oct. 25, 2027 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.20 | ||||||||||||||||||||||
Preferred Investment Option Exercise Inducement Offers Letter [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,022,495 | 350,878 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 3.19 | $ 2.075 | $ 1.62 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.20 | ||||||||||||||||||||||
H.C. Wainwright & Co. LLC [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.11 | $ 6.11 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 51,125 | 51,125 | |||||||||||||||||||||
Professional Fees | $ 565,000 | ||||||||||||||||||||||
Deferred Offering Costs | $ 111,000 | $ 111,000 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||||||||
H.C. Wainwright & Co. LLC [Member] | Preferred Investment Option Exercise Inducement Offers Letter [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 84,284 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.025 | ||||||||||||||||||||||
Series A Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,022,495 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.64 | ||||||||||||||||||||||
Series B Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,022,495 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.64 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,685,682 | [1] | 3,816,689 | [2] | 782,495 | [3] | |||||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 260,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.73 | ||||||||||||||||||||||
Common Stock [Member] | Mr. Harel Gadot [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.48 | ||||||||||||||||||||||
Common Stock [Member] | Employees Consultants and Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 631,308 | 270,822 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | 3 years | |||||||||||||||||||||
Common Stock [Member] | Employees Consultants and Directors [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.16 | $ 3.73 | |||||||||||||||||||||
Common Stock [Member] | Employees Consultants and Directors [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.48 | $ 6.48 | |||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 80,000 | ||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.43 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||
Common Stock [Member] | Series B Preferred Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 385,246 | ||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 35,088 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.6719 | ||||||||||||||||||||||
Deferred Offering Costs | $ 281,000 | $ 227,000 | 345,000 | 222,000 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 2,030,000 | $ 1,500,000 | $ 2,661,000 | $ 1,442,000 | |||||||||||||||||||
Common Stock [Member] | Series D Preferred Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 312,309 | 312,309 | 60,476 | 32,778 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 3.19 | $ 3.19 | $ 2.1999 | ||||||||||||||||||||
Common Stock [Member] | Series C Preferred Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 350,878 | 350,878 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.075 | $ 2.075 | |||||||||||||||||||||
Common Stock [Member] | Series A Preferred Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,022,495 | 1,022,495 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.20 | $ 4.64 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Oct. 25, 2027 | ||||||||||||||||||||||
Common Stock [Member] | Series B Preferred Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,022,495 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.64 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Oct. 25, 2024 | ||||||||||||||||||||||
Common Stock [Member] | Existing Preferred Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,685,682 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.62 | ||||||||||||||||||||||
Common Stock [Member] | Inducement Investment Options [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,685,682 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 782,495 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.89 | ||||||||||||||||||||||
Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.8899 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 240,000 | ||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 5,000,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 624,618 | 701,756 | 975,000 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 234,500 | ||||||||||||||||||||||
Shares Issued, 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] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 655,569 | ||||||||||||||||||||||
Shares Issued, 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] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 31,231 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.0625 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Wainwright [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.75 | ||||||||||||||||||||||
Litigation Settlement [Member] | Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,005,965 | ||||||||||||||||||||||
[1]Net of issuance costs in the amount of $[2]Net of issuance costs in the amount of $[3]Net of issuance costs in the amount of $ |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM DILUTED LOSS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 2,095,362 | 1,507,137 |
Series A (2013) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 183 | |
Warrant To Underwriters December Two Thousand Nineteen One [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 45,643 | |
Warrant To Underwriters December Two Thousand Nineteen Two [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 47,619 | |
Warrant To Underwriters December Two Thousand Nineteen Three [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 45,045 | |
Series A and B Warrants October 2022 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 1,022,495 | 2,044,990 |
Warrant to Underwriters October 2022 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 51,125 | 51,125 |
Warrant to Underwriters May 2023 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 32,778 | |
Warrant to Underwriters May 2023 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 60,476 | |
Warrant to Underwriters June 2023 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 35,088 | |
Warrant Series C June 2023 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 350,878 | |
Warrant to Underwriters June 2023 Two [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 31,231 | |
Warrant Series D June 2023 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 312,309 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from diluted loss per share | 2,095,362 | 1,507,137 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based compensation | $ 453 | $ 412 | $ 1,394 | $ 1,752 |
Research and development expense | $ 1,169 | $ 1,617 | 5,724 | 7,736 |
Research and Development Expense [Member] | ||||
Payroll and related expenses | 2,455 | 3,558 | ||
Share-based compensation | 407 | 387 | ||
Professional services | 1,842 | 2,097 | ||
Materials | 520 | 559 | ||
Patents | 157 | 341 | ||
Rent | 213 | 224 | ||
Office and maintenance expenses | 55 | 100 | ||
Depreciation | 106 | 102 | ||
Other | 248 | 368 | ||
Less - grants | (279) | |||
Research and development expense | $ 5,724 | $ 7,736 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based compensation | $ 453 | $ 412 | $ 1,394 | $ 1,752 |
General and administrative expenses | $ 1,215 | $ 1,302 | 4,131 | 5,545 |
General and Administrative Expense [Member] | ||||
Payroll and related expenses | 1,223 | 1,813 | ||
Government fees | 58 | 35 | ||
Share-based compensation | 988 | 1,365 | ||
Professional services | 1,204 | 1,154 | ||
Insurance | 442 | 733 | ||
Public and investor relations | 148 | 220 | ||
Office and maintenance expenses | 95 | 120 | ||
Travel | 160 | 180 | ||
Other | 94 | 81 | ||
Less - insurance loss recoveries | (281) | (156) | ||
General and administrative expenses | $ 4,131 | $ 5,545 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 115,778 | $ 113,393 |
Operating lease liabilities | 53 | 105 |
Accrued vacation pay | 59 | 71 |
Legal settlement accrual | 464 | |
Advance payment from IIA | 17 | |
Total deferred tax assets | 116,371 | 113,569 |
Less: valuation allowance | (116,014) | (113,455) |
Net deferred tax assets | 357 | 114 |
Operating leases, right-of-use assets | (60) | (114) |
Grant receivable (Ministry of Economy) | (5) | |
Insurance recovery receivable | (280) | |
Marketable securities | (12) | |
Total deferred tax liabilities | (357) | (114) |
Total net deferred tax assets |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
US Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | |
Operating Loss Carryforwards | $ 502,053 | $ 506,317 |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 23% | |
Operating Loss Carryforwards | $ 34,688 | $ 41,164 |
SCHEDULE OF FINANCIAL ASSETS FA
SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT (Details) - Marketable Securities [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | $ 5,187 | $ 3,917 | $ 5,760 |
US Treasury Securities [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | 2,497 | 3,761 | |
Money Market Funds [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | 1,420 | 1,999 | |
Fair Value, Inputs, Level 1 [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | 5,187 | 3,917 | 5,760 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | 2,497 | 3,761 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | 1,420 | 1,999 | |
Fair Value, Inputs, Level 2 [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | |||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | |||
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | |||
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value | |||
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Assets, fair value |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Feb. 29, 2024 | Jan. 26, 2024 | Dec. 29, 2023 | Jun. 06, 2023 | Oct. 03, 2022 | Feb. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 29, 2023 | Jun. 26, 2023 | May 31, 2023 | Oct. 25, 2022 | ||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from Stock Options Exercised | $ 2,730,000 | |||||||||||||||
Gross proceeds from cash fee percentage | 7% | |||||||||||||||
Gross proceeds from management fee percentage | 1% | |||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 2,154,000 | |||||||||||||||
Estimated Litigation Liability | $ 2,211,000 | $ 1,335,000 | ||||||||||||||
Loss Contingency, Receivable | 1,100,000 | |||||||||||||||
Legal Fees | 235,000 | |||||||||||||||
Gain (Loss) from Litigation Settlement | $ 1,111,000 | |||||||||||||||
[custom:AnnualBonus] | $ 99 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,685,682 | [1] | 3,816,689 | [2] | 782,495 | [3] | ||||||||||
Litigation Settlement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments for Legal Settlements | $ 1,100,000 | $ 1,100,000 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,005,965 | |||||||||||||||
Litigation Settlement [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,005,965 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 2,154,000 | |||||||||||||||
[custom:AnnualBonus] | 99,000 | |||||||||||||||
Accrued Payroll Taxes, Current | $ 140 | $ 140 | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 77,500 | |||||||||||||||
Shares Issued, Price Per Share | $ 1.2684 | $ 1.2684 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 79,567 | |||||||||||||||
Subsequent Event [Member] | Litigation Settlement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments for Legal Settlements | $ 1,100 | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,005,965 | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares Issued, Price Per Share | $ 1.25 | $ 1.25 | ||||||||||||||
[custom:LItigationSttlementPercentage-0] | 50% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 79,567 | |||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 80,000 | |||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.43 | |||||||||||||||
Director [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 130,000 | |||||||||||||||
Director [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 132,500 | |||||||||||||||
Shares Issued, Price Per Share | $ 1.2684 | $ 1.2684 | ||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.25 | |||||||||||||||
Preferred Investment Option Exercise Inducement Offers Letter [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,022,495 | 350,878 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.20 | |||||||||||||||
Shares Issued, Price Per Share | $ 2.075 | $ 1.62 | $ 3.19 | |||||||||||||
[custom:StockIssuedDuringPeriodValuePurchaseAggregate] | 1,685,682 | |||||||||||||||
Preferred Investment Option Exercise Inducement Offers Letter [Member] | H.C. Wainwright & Co. LLC [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 84,284 | |||||||||||||||
Shares Issued, Price Per Share | $ 2.025 | |||||||||||||||
Gross proceeds from cash fee percentage | 7% | |||||||||||||||
Gross proceeds from management fee percentage | 1% | |||||||||||||||
[custom:StockIssuedDuringPeriodValueNonAccountableExpenses] | $ 60,000 | |||||||||||||||
[custom:ClearingFees] | $ 16,000 | |||||||||||||||
Inducement Investment Option [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | |||||||||||||||
[1]Net of issuance costs in the amount of $[2]Net of issuance costs in the amount of $[3]Net of issuance costs in the amount of $ |