Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 04, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | InspireMD, Inc. | |
Entity Central Index Key | 0001433607 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,357,661 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 13,861 | $ 5,514 |
Accounts receivable: | ||
Trade, net | 416 | 823 |
Other | 152 | 150 |
Prepaid expenses | 40 | 87 |
Inventory | 1,402 | 1,236 |
TOTAL CURRENT ASSETS | 15,871 | 7,810 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 459 | 547 |
Operating lease right of use assets | 790 | 937 |
Fund in respect of employee rights upon retirement | 620 | 586 |
TOTAL NON-CURRENT ASSETS | 1,869 | 2,070 |
TOTAL ASSETS | 17,740 | 9,880 |
Accounts payable and accruals: | ||
Trade | 458 | 646 |
Other | 2,774 | 2,449 |
Contract liability | 17 | 20 |
TOTAL CURRENT LIABILITIES | 3,249 | 3,115 |
LONG-TERM LIABILITIES- | ||
Operating lease liabilities | 476 | 653 |
Liability for employees rights upon retirement | 801 | 729 |
TOTAL LONG-TERM LIABILITIES | 1,277 | 1,382 |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 8) | ||
TOTAL LIABILITIES | 4,526 | 4,497 |
EQUITY: | ||
Common stock, par value $0.0001 per share; 150,000,000 shares authorized at June 30, 2020 and December 31, 2019; 33,358,994 and 3,916,134 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 3 | |
Additional paid-in capital | 175,301 | 163,015 |
Accumulated deficit | (162,090) | (157,632) |
Total equity | 13,214 | 5,383 |
Total liabilities and equity | 17,740 | 9,880 |
Preferred B Shares [Member] | ||
EQUITY: | ||
Preferred stock, value | ||
Preferred C Shares [Member] | ||
EQUITY: | ||
Preferred stock, value |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 33,358,994 | 3,916,134 |
Common stock, shares outstanding | 33,358,994 | 3,916,134 |
Preferred B Shares [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 17,303 | 17,303 |
Preferred stock, shares outstanding | 17,303 | 17,303 |
Preferred C Shares [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,172,000 | 1,172,000 |
Preferred stock, shares issued | 2,343 | 34,370 |
Preferred stock, shares outstanding | 2,343 | 34,370 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
REVENUES | $ 313 | $ 1,354 | $ 1,347 | $ 1,769 |
COST OF REVENUES | 433 | 912 | 1,172 | 1,400 |
GROSS PROFIT (LOSS) | (120) | 442 | 175 | 369 |
OPERATING EXPENSES: | ||||
Research and development | 444 | 865 | 967 | 1,990 |
Selling and marketing | 377 | 620 | 1,001 | 1,254 |
General and administrative | 1,505 | 1,140 | 2,674 | 2,438 |
Total operating expenses | 2,326 | 2,625 | 4,642 | 5,682 |
LOSS FROM OPERATIONS | (2,446) | (2,183) | (4,467) | (5,313) |
FINANCIAL INCOME (EXPENSES), net: | (34) | (23) | 9 | (100) |
LOSS BEFORE TAX EXPENSES | (2,480) | (2,206) | (4,458) | (5,413) |
TAX EXPENSES | ||||
NET LOSS | $ (2,480) | $ (2,206) | $ (4,458) | $ (5,413) |
NET LOSS PER SHARE - basic and diluted | $ (0.20) | $ (1.59) | $ (0.52) | $ (4.86) |
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING NET LOSS PER SHARE - basic and diluted | 12,681,757 | 1,383,238 | 8,652,396 | 1,112,888 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |||
Balance at Dec. 31, 2018 | [1] | [1] | [1] | $ 156,355 | $ (147,592) | $ 8,763 | |||
Balance, shares at Dec. 31, 2018 | 768,615 | 17,303 | 61,423 | ||||||
Net loss | (5,413) | (5,413) | |||||||
Exercise of pre-funded warrants | [1] | 16 | 16 | ||||||
Exercise of pre-funded warrants, shares | 32,034 | ||||||||
Issuance of common shares, net of issuance costs | [1] | 2,030 | 2,030 | ||||||
Issuance of common shares, net of issuance costs, shares | 499,350 | ||||||||
Conversion of Series C Convertible Preferred Stock to common shares | [1] | ||||||||
Conversion of Series C Convertible Preferred Stock to common shares, shares | 27,248 | (22,617) | |||||||
Share-based compensation related to restricted stock and stock options award, net of forfeitures of shares | [1] | 178 | 178 | ||||||
Share-based compensation related to restricted stock and stock options award, net of forfeitures of shares, shares | 69,886 | ||||||||
Balance at Jun. 30, 2019 | [1] | [1] | [1] | 158,579 | (153,005) | 5,574 | |||
Balance, shares at Jun. 30, 2019 | 1,397,133 | 17,303 | 38,806 | ||||||
Balance at Mar. 31, 2019 | [1] | [1] | [1] | 156,439 | (150,799) | 5,640 | |||
Balance, shares at Mar. 31, 2019 | 871,872 | 17,303 | 59,423 | ||||||
Net loss | (2,206) | (2,206) | |||||||
Issuance of common shares, net of issuance costs | [1] | 2,030 | 2,030 | ||||||
Issuance of common shares, net of issuance costs, shares | 499,350 | ||||||||
Conversion of Series C Convertible Preferred Stock to common shares | [1] | ||||||||
Conversion of Series C Convertible Preferred Stock to common shares, shares | 26,394 | (20,617) | |||||||
Share-based compensation related to restricted stock and stock options award, net of forfeitures of shares | [1] | 110 | 110 | ||||||
Share-based compensation related to restricted stock and stock options award, net of forfeitures of shares, shares | (483) | ||||||||
Balance at Jun. 30, 2019 | [1] | [1] | [1] | 158,579 | (153,005) | 5,574 | |||
Balance, shares at Jun. 30, 2019 | 1,397,133 | 17,303 | 38,806 | ||||||
Balance at Dec. 31, 2019 | [1] | [1] | [1] | 163,015 | (157,632) | 5,383 | |||
Balance, shares at Dec. 31, 2019 | 3,916,134 | 17,303 | 34,370 | ||||||
Net loss | (4,458) | (4,458) | |||||||
Exercise of pre-funded warrants | $ 2 | 16 | 18 | ||||||
Exercise of pre-funded warrants, shares | 14,856,400 | ||||||||
Issuance of common shares, net of issuance costs | $ 1 | 10,650 | 10,651 | ||||||
Issuance of common shares, net of issuance costs, shares | 10,969,100 | ||||||||
Conversion of Series C Convertible Preferred Stock to common shares | [1] | [1] | |||||||
Conversion of Series C Convertible Preferred Stock to common shares, shares | 372,173 | (32,027) | |||||||
Share-based compensation related to restricted stock and stock options award, net of forfeitures of shares | [1] | 120 | 120 | ||||||
Share-based compensation related to restricted stock and stock options award, net of forfeitures of shares, shares | (40,000) | ||||||||
Settlement of restricted stock units in shares of common stock | [1] | ||||||||
Settlement of restricted stock units in shares of common stock, shares | 165,000 | ||||||||
Exercise of Warrants F | [1] | 1,418 | 1,418 | ||||||
Exercise of Warrants F, shares | 2,866,600 | ||||||||
Exercise of Unit Purchase Option to common shares | [1] | 82 | 82 | ||||||
Exercise of Unit Purchase Option to common shares, shares | 253,587 | ||||||||
Balance at Jun. 30, 2020 | $ 3 | [1] | [1] | 175,301 | (162,090) | 13,214 | |||
Balance, shares at Jun. 30, 2020 | 33,358,994 | 17,303 | 2,343 | ||||||
Balance at Mar. 31, 2020 | [1] | [1] | [1] | 163,087 | (159,610) | 3,477 | |||
Balance, shares at Mar. 31, 2020 | 4,338,910 | 17,303 | 26,558 | ||||||
Net loss | (2,480) | (2,480) | |||||||
Exercise of pre-funded warrants | $ 2 | 12 | 14 | ||||||
Exercise of pre-funded warrants, shares | 14,586,400 | ||||||||
Issuance of common shares, net of issuance costs | $ 1 | 10,650 | 10,651 | ||||||
Issuance of common shares, net of issuance costs, shares | 10,969,100 | ||||||||
Conversion of Series C Convertible Preferred Stock to common shares | [1] | ||||||||
Conversion of Series C Convertible Preferred Stock to common shares, shares | 344,397 | (24,215) | |||||||
Share-based compensation related to restricted stock and stock options award, net of forfeitures of shares | 52 | 52 | |||||||
Exercise of Warrants F | [1] | 1,418 | 1,418 | ||||||
Exercise of Warrants F, shares | 2,866,600 | ||||||||
Exercise of Unit Purchase Option to common shares | [1] | 82 | 82 | ||||||
Exercise of Unit Purchase Option to common shares, shares | 253,587 | ||||||||
Balance at Jun. 30, 2020 | $ 3 | [1] | [1] | $ 175,301 | $ (162,090) | $ 13,214 | |||
Balance, shares at Jun. 30, 2020 | 33,358,994 | 17,303 | 2,343 | ||||||
[1] | Represents an amount less than $1 thousand |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restricted stock award, shares | 483 | 40,000 | 695 | |
Issuance costs | $ 767 | $ 467 | ||
Common Stock [Member] | ||||
Issuance costs | $ 835 | $ 467 | $ 835 | $ 467 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,458) | $ (5,413) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 88 | 73 |
Change in liability for employees rights upon retirement | 72 | 65 |
Financial income and interest paid | 19 | 1 |
Lease liability | (18) | 53 |
Share-based compensation expenses | 120 | 178 |
Changes in operating asset and liability items: | ||
Decrease in prepaid expenses | 47 | 37 |
Decrease (Increase) in trade receivables | 407 | (145) |
Increase in other receivables | (2) | (172) |
Increase in inventory | (166) | (84) |
Decrease in trade payables | (188) | (311) |
(Decrease) increase in other payables and contract liability | 242 | (664) |
Net cash used in operating activities | (3,837) | (6,382) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (165) | |
Amounts (withdrawn) in respect of employee rights upon retirement, net | (34) | (59) |
Net cash used in investing activities | (34) | (224) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares and warrants and exercise of Pre-Funded Warrants and unit purchase option, net of $767 and $467 issuance costs, respectively | 12,237 | 2,046 |
Net cash provided by financing activities | 12,237 | 2,046 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (19) | (1) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 8,347 | (4,561) |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 5,514 | 9,384 |
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 13,861 | 4,823 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES: | ||
Issuance Costs | $ 68 | $ 467 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
Issuance costs | $ 767 | $ 467 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 - DESCRIPTION OF BUSINESS a. General InspireMD, Inc., a Delaware corporation (the “Company”), together with its subsidiaries, is a medical device company focusing on the development and commercialization of its proprietary MicroNet™ stent platform technology for the treatment of complex vascular and coronary disease. MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. The Company’s carotid product (CGuard™ EPS) combines MicroNet and a self-expandable nitinol stent in a single device to treat carotid artery disease. The Company’s coronary product combining MicroNet and a bare-metal stent (MGuard Prime™ EPS) is marketed for use in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). The Company markets its products through distributors in international markets, mainly in Europe. b. Liquidity The Company has an accumulated deficit as of June 30, 2020, as well as a history of net losses and negative operating cash flows in recent years. The Company expects to continue incurring losses and negative cash flows from operations until its products (primarily CGuard™ EPS) reach commercial profitability. As a result of these expected losses and negative cash flows from operations, along with the Company’s current cash position, the Company has sufficient resources to fund operations through the third quarter of 2021. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include the continued commercialization of the Company’s products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. The COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in recent weeks. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital and on the market price of our common stock, and we may not be able to successfully raise capital through the sale of our securities. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce activities, curtail or cease operations. c. COVID-19 Pandemic During the six months ended June 30, 2020, in an effort to contain and mitigate the spread of a strain of coronavirus, COVID-19, many countries have imposed unprecedented restrictions on travel, quarantines and other public health safety measures. Procedures with CGuard EPS, which are generally scheduled or non-emergency procedures, have mostly been postponed as hospitals shift resources to patients affected by COVID-19. According to our knowledge, most European countries in which we operate are slowly reinstating elective procedures, but we do not know when the hospitals will resume to normal pre-pandemic levels with such procedures. At this point, the extent to which COVID-19 may impact our business cannot be estimated; however, we anticipate that the continuation of the pandemic and related restrictions and safety measures would likely result in a continued decline in sales of our products for the upcoming periods. In response to the significant market volatility and uncertainties relating to COVID-19, the fees and salaries of the Company’s board of directors, management and most of its employees were reduced in order to alleviate corporate operating expenses. Following the closing of an underwritten public offering in June 2020, which provided $10.7 million of net proceeds to the Company, the Company reinstated the fees and salaries of its board of directors, management and employees. As a result of the reduction of those fees and salaries during the second quarter of 2020, the Company’s operating expenses were reduced by approximately $235,000 in the second quarter of 2020. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2 - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2019, as found in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2020. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of results that could be expected for the entire fiscal year. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Equity | NOTE 3 - EQUITY: a. During the six months ended June 30, 2020, the Company issued a total of 270,000 shares of its common stock in connection with the exercise of 270,000 Pre-Funded Warrants issued in September 2019. As of June 30, 2020, there are no outstanding Pre-Funded Warrants issued in September 2019. b. On June 5, 2020, the Company closed an underwritten public offering of (i) 7,635,800 units (“Units”), with each Unit being comprised of one share of the Company’s common stock, par value $0.0001 per share, and one Series F warrant (a “Series F Warrant”) to purchase one share of common stock, and (ii) 14,586,400 pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit being comprised of one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one share of common stock and one Series F Warrant. In connection with this public offering, the underwriter exercised its over-allotment option in full and purchased an additional 3,333,300 shares of common stock and 3,333,300 Series F Warrants. The offering price to the public was $0.45 per Unit and $0.449 per Pre-Funded Unit. The net proceeds to the Company from the offering and the exercise of the underwriter’s over-allotment option were approximately $10.7 million, after deducting underwriting discounts and commissions and payment of other estimated expenses associated with the offering, but excluding the proceeds, if any, from the exercise of Series F Warrants and the Pre-Funded Warrants sold in the offering. The Series F Warrants included in the Common Units and the Pre-Funded Units are immediately exercisable at a price of $0.495 per share of common stock, subject to adjustment in certain circumstances, and expire June 2, 2025. The shares of common stock, or Pre-Funded Warrants in the case of the Pre-Funded Units, and the Series F Warrants were offered together, but the securities contained in the Common Units and the Pre-Funded Units were issued separately. During the six months ended June 30, 2020, 2,866,600 Series F Warrants were converted into 2,866,600 shares of common stock. The net proceeds to the Company from exercise of the Series F Warrants were approximately $1.4 million. During the six months ended June 30, 2020, the Company issued a total of 14,586,400 shares of common stock in connection with the exercise of all outstanding Pre-Funded Warrants issued in June 2020. Pursuant to the full ratchet anti-dilution adjustment provisions in the respective certificate of designation for the Company’s Series B Convertible Preferred Stock and Series C Preferred Stock, the conversion price of the outstanding shares of the Series B Convertible Preferred Stock and the Series C Preferred Stock was reduced to $0.45 per share, effective as of the date of the underwriting agreement entered for the June 2020 Offering, and the number of shares of common stock issuable upon conversion of the Series B Preferred Stock and the Series C Preferred Stock had increased as follows: ● An aggregate of 1,665,414 additional shares of common stock upon conversion of the Series B Preferred Stock and as payment of the dividends thereunder in common stock, based on 17,303 shares of Series B Preferred Stock outstanding as of June 2, 2020. ● An aggregate of 283,285 additional shares of common stock upon conversion of the Series C Preferred Stock, based on 26,558 shares of Series C Preferred Stock outstanding as of June 2, 2020. For the purpose of calculating basic net loss per share, the additional shares of common stock that are issuable upon exercise of the Pre-funded Warrants have been included since the shares are issuable for a negligible consideration, as determined by the Company according to ASC 260-10-45-13, and have no vesting or other contingencies associated with them. The Company has also concluded that the series F warrants are classified as equity, since the warrants meet all criteria for equity classification. c. During the six months ended June 30, 2020, 32,027 shares of Series C Convertible Preferred Stock were converted into 372,173 shares of common stock. d. During June 2020, the placement agent from the July 2016 Offering exercised its unit purchase option to purchase 1,976 units and received 1,976 shares of Series B Convertible Preferred Stock and 5 Series A warrants to purchase common stock. The placement agent subsequently converted its Series B Convertible Preferred Stock and received an aggregate of 253,587 shares of common stock. The Company received $81,510 from the placement agent for the exercise of the unit purchase option. As of June 30, 2020, there are no unit purchase options issued in July 2016. e. As of June 30, 2020, the number of preferred shares and the amount each class is convertible into is below: Number of Number of Series B Convertible Preferred Stock 17,303 2,220,552 * Series C Convertible Preferred Stock 2,343 33,322 Total 2,253,874 * Including the shares of common stock the holders of Series B Convertible Preferred Stock are entitled to receive as cumulative dividends at the rate per share of 15% per annum of the stated value for five years, payable in cash or common stock, at the Company’s discretion, but excluding effect of future conversion price adjustment, if any. As of June 30, 2020, the Company has outstanding warrants to purchase an aggregate of 26,705,502 shares of common stock as follows: Number of stock Weighted Series A Warrants 1,107 $ 8,750.00 Series B Warrants 2,448 $ 3,500.00 Series D Warrants 806,698 $ 15.19 Series E Warrants 2,972,221 $ 1.80 Series F Warrants 22,688,900 $ 0.50 April 2019 Underwriter Warrants 34,955 $ 6.25 September 2019 Underwriter Warrants 194,444 $ 2.25 Other warrants 4,729 $ 587.33 Total Warrants 26,705,502 $ 1.89 As of June 30, 2020, the Company had 155,000,000 authorized shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 5,000,000 are shares of “blank check” preferred stock. In connection with an Employment Agreement with a new chief executive officer and president, the Company granted 182,381 restricted stock units and stock options to purchase 60,794 shares of common stock at $1.10 per share. The restricted stock units and options are subject to a three-year vesting period, with one-third of such awards vesting each year. The fair value of the restricted stock units was approximately $0.2 million. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 4- NET LOSS PER SHARE: Basic and diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share excludes potential share issuances of common stock upon the exercise of share options, warrants, and restricted stocks as the effect is anti-dilutive. The total number of shares of common stock related to outstanding options, warrants, restricted stock, restricted stock units and Series C Preferred Stock excluded from the calculations of diluted loss per share were 27,001,849 for the six and three month period ended June 30, 2020. The total number of shares of common stock related to outstanding options, warrants, restricted stock, Series C Preferred Stock excluded from the calculations of diluted loss per share were 992,609 for the six and three month period ended June 30, 2019. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 5 - FAIR VALUE MEASUREMENT: Fair value of financial instruments The carrying amounts of financial instruments included in working capital approximate their fair value either because these amounts are presented at fair value or due to the relatively short-term maturities of such instruments. As of June 30, 2020, and December 31, 2019, allowance for doubtful accounts was $0. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 6 - INVENTORY: June 30, December 31, 2020 2019 ($ in thousands) Finished goods $ 234 $ 173 Work in process 410 81 Raw materials and supplies 758 982 $ 1,402 $ 1,236 |
Accounts Payable and Accruals -
Accounts Payable and Accruals - Other | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accruals - Other | NOTE 7 - ACCOUNTS PAYABLE AND ACCRUALS - OTHER: June 30, December 31, 2020 2019 ($ in thousands) Employees and employee institutions 811 1,238 Accrued vacation and recreation pay 278 188 Accrued expenses 1,262 604 Current Operating lease liabilities 374 362 Other 49 57 $ 2,774 $ 2,449 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | NOTE 8 - COMMITMENTS AND CONTINGENT LIABILITIES: a. Lease Agreements 1) The Company’s Israeli subsidiary has a lease agreement for a facility in Israel, which expires on December 31, 2020 with an option to extend the agreement for two additional years until December 31, 2022 under the terms stipulated in the agreement (the Option Period). The Option Period was taken in consideration when calculating the operating lease right of use assets and liabilities since it is reasonably certain that the company will exercise the option. 2) The Company leases its motor vehicles under operating lease agreements. b. Litigation: In July 2019, a former distributor filed a suit seeking damages from the Company’s subsidiary for pre-paid goods subject to the voluntary field action (from April 2014) amounting to €1,830,000 (which is approximately $2.0 million), or alternatively €1,024,000 (which is approximately $1.1 million). After considering the views of its legal counsel as well as other factors, the Company’s management believes that there is a reasonably possible likelihood of a loss from any related future proceedings would range from a minimal amount up to €1,830,000. |
Disaggregated Revenue and Entit
Disaggregated Revenue and Entity Wide Disclosures | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Disaggregated Revenue and Entity Wide Disclosures | NOTE 9 - DISAGGREGATED REVENUE AND ENTITY WIDE DISCLOSURES Revenues are attributed to geographic areas based on the location of the customers. The following is a summary of revenues: Three months ended Six months ended 2020 2019 2020 2019 ($ in thousands) Italy $ 53 $ 260 $ 247 $ 339 Germany 89 196 259 324 Poland - 187 121 187 Other 171 711 720 919 $ 313 $ 1,354 $ 1,347 $ 1,769 By product: Three months ended Six months ended 2020 2019 2020 2019 ($ in thousands) CGuard $ 271 $ 1,116 $ 1,242 $ 1,492 MGuard 42 238 105 277 $ 313 $ 1,354 $ 1,347 $ 1,769 By principal customers: Three months ended Six months ended 2020 2019 2020 2019 Customer A 26 % 12 % 18 % 16 % Customer B 17 % 12 % 6 % 12 % Customer C - 14 % 9 % 11 % Customer D - 7 % 12 % 7 % All tangible long lived assets are located in Israel. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS a. On July 28, 2020, we entered into a settlement agreement and release with the prior underwriter, under which it provided us a final, unconditional release from any further obligations arising out of or related to the engagement agreements, underwriting agreements and placement agency agreements which we had been party to with it and with respect to any services which it had provided to us. We, in turn, provided the prior underwriter a final, unconditional release from any further obligations arising out of or related to the prior agreements and services. As consideration for the final release provided to us, we will pay to the prior underwriter $400,000 in cash and reduce, to $0.495, the exercise price per share of warrants to purchase 274,029 shares of our common stock that had been issued by us to the prior underwriter in various offerings that took place between March 2018 and September 2019. That reduced exercise price represents the exercise price for the Series F Warrants that we issued in our June 2020 public offering. The warrants that will be repriced had existing exercise prices per share ranging from $187.50 to $2.25 and a weighted average exercise price per share of $7.32. All other terms of those warrants will remain unchanged. The related increase in provision of $400,000 was recorded to “General and Administrative expense” within the Consolidated Statements of Operations for the three months ended June 30, 2020. b. In July 2020, a former senior employee of InspireMD GmbH filed a statement of claim at the Munich Labor Court, seeking confirmation of the court that the notice of termination is not effective. The Company’s management, after considering the views of its legal counsel as well as other factors, is of the opinion that a loss to the Company is neither probable nor in an amount or range of loss that is estimable. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Shares | Number of Number of Series B Convertible Preferred Stock 17,303 2,220,552 * Series C Convertible Preferred Stock 2,343 33,322 Total 2,253,874 * Including the shares of common stock the holders of Series B Convertible Preferred Stock are entitled to receive as cumulative dividends at the rate per share of 15% per annum of the stated value for five years, payable in cash or common stock, at the Company’s discretion, but excluding effect of future conversion price adjustment, if any. |
Schedule of Warrants Outstanding Activity | As of June 30, 2020, the Company has outstanding warrants to purchase an aggregate of 26,705,502 shares of common stock as follows: Number of stock Weighted Series A Warrants 1,107 $ 8,750.00 Series B Warrants 2,448 $ 3,500.00 Series D Warrants 806,698 $ 15.19 Series E Warrants 2,972,221 $ 1.80 Series F Warrants 22,688,900 $ 0.50 April 2019 Underwriter Warrants 34,955 $ 6.25 September 2019 Underwriter Warrants 194,444 $ 2.25 Other warrants 4,729 $ 587.33 Total Warrants 26,705,502 $ 1.89 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | June 30, December 31, 2020 2019 ($ in thousands) Finished goods $ 234 $ 173 Work in process 410 81 Raw materials and supplies 758 982 $ 1,402 $ 1,236 |
Accounts Payable and Accruals_2
Accounts Payable and Accruals - Other (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accruals - Other | June 30, December 31, 2020 2019 ($ in thousands) Employees and employee institutions 811 1,238 Accrued vacation and recreation pay 278 188 Accrued expenses 1,262 604 Current Operating lease liabilities 374 362 Other 49 57 $ 2,774 $ 2,449 |
Disaggregated Revenue and Ent_2
Disaggregated Revenue and Entity Wide Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenues Attributed to Geographic Areas | Revenues are attributed to geographic areas based on the location of the customers. The following is a summary of revenues: Three months ended Six months ended 2020 2019 2020 2019 ($ in thousands) Italy $ 53 $ 260 $ 247 $ 339 Germany 89 196 259 324 Poland - 187 121 187 Other 171 711 720 919 $ 313 $ 1,354 $ 1,347 $ 1,769 |
Schedule of Revenues Attributed to Geographic Areas by Product | By product: Three months ended Six months ended 2020 2019 2020 2019 ($ in thousands) CGuard $ 271 $ 1,116 $ 1,242 $ 1,492 MGuard 42 238 105 277 $ 313 $ 1,354 $ 1,347 $ 1,769 |
Schedule of Revenues Attributed to Geographic Areas by Principal Customers | By principal customers: Three months ended Six months ended 2020 2019 2020 2019 Customer A 26 % 12 % 18 % 16 % Customer B 17 % 12 % 6 % 12 % Customer C - 14 % 9 % 11 % Customer D - 7 % 12 % 7 % |
Description of Business (Detail
Description of Business (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Proceeds from public offering | $ 10,700 |
Reduced in operating expenses | $ 235 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 05, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 02, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Pre-funded warrants, shares | 270,000 | ||||||||
Outstanding pre-funded warrants are exercisable into shares of common stock | |||||||||
Public offering units | 7,635,800 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Number of warrants to purchase common stock | 26,705,502 | ||||||||
Share price | $ 0.45 | ||||||||
Proceeds from exercise of warrants | $ 10,700 | $ 12,237 | $ 2,046 | ||||||
Warrants exercise price | $ 1.89 | ||||||||
Converted shares | 2,253,874 | ||||||||
Capital stock shares authorized | 155,000,000 | ||||||||
Capital stock par value | $ 0.0001 | ||||||||
Common stock shares authorized | 150,000,000 | 150,000,000 | |||||||
Restricted Stock [Member] | |||||||||
Fair value of restricted stock units | $ 200 | ||||||||
Restricted Stock [Member] | New Chief Executive Officer and President [Member] | |||||||||
Share price | $ 1.10 | ||||||||
Stock option granted | 182,381 | ||||||||
Stock options to purchase a share of common stock | 60,794 | ||||||||
Stock option vesting period | 3 years | ||||||||
Pre-Funded Units [Member] | |||||||||
Public offering units | 14,586,400 | ||||||||
Share price | $ 0.449 | ||||||||
Pre-Funded Warrants [Member] | |||||||||
Number of shares issued for exercise of warrants | 14,586,400 | ||||||||
July 2016 Offering [Member] | |||||||||
Stock options to purchase | 1,976 | ||||||||
Stock options exercised | $ 81,510 | ||||||||
Series F Warrants [Member] | |||||||||
Common stock, par value | $ 0.0001 | ||||||||
Number of warrants to purchase common stock | 1 | 22,688,900 | |||||||
Over allotment shares | 3,333,300 | ||||||||
Proceeds from exercise of warrants | $ 1,400 | ||||||||
Warrants exercise price | $ 0.50 | ||||||||
Conversion of converted shares | 2,866,600 | ||||||||
Series F Warrants [Member] | Pre-Funded Units [Member] | |||||||||
Warrants exercise price | $ 0.495 | ||||||||
Warrants expiration date | Jun. 2, 2025 | ||||||||
Preferred B Shares [Member] | |||||||||
Share price | $ 0.45 | ||||||||
Additional shares of common stock | 1,665,414 | ||||||||
Shares outstanding | 17,303 | ||||||||
Preferred stock shares authorized | 500,000 | 500,000 | |||||||
Preferred C Shares [Member] | |||||||||
Share price | $ 0.45 | ||||||||
Additional shares of common stock | 283,285 | ||||||||
Shares outstanding | 26,558 | ||||||||
Preferred stock shares authorized | 1,172,000 | 1,172,000 | |||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Converted shares | 33,322 | ||||||||
Series B Convertible Preferred Stock [Member] | July 2016 Offering [Member] | |||||||||
Converted shares | 253,587 | ||||||||
Received shares of common stock | 1,976 | ||||||||
Series A Warrants [Member] | |||||||||
Number of warrants to purchase common stock | 1,107 | ||||||||
Warrants exercise price | $ 8,750 | ||||||||
Series A Warrants [Member] | July 2016 Offering [Member] | |||||||||
Number of warrants to purchase common stock | 5 | ||||||||
Common Stock [Member] | |||||||||
Number of shares issued for exercise of warrants | 270,000 | ||||||||
Number of warrants to purchase common stock | 1 | ||||||||
Over allotment shares | 3,333,300 | ||||||||
Conversion of converted shares | 2,866,600 | ||||||||
Shares outstanding | 33,358,994 | 1,397,133 | 4,338,910 | 3,916,134 | 871,872 | 768,615 | |||
Converted shares | 372,173 | ||||||||
Preferred Stock Blank Check [Member] | |||||||||
Preferred stock shares authorized | 5,000,000 |
Equity - Schedule of Convertibl
Equity - Schedule of Convertible Preferred Shares (Details) | 6 Months Ended | |
Jun. 30, 2020shares | ||
Class of Stock [Line Items] | ||
Number of underlying Common Stock | 2,253,874 | |
Series B Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of Preferred Stock | 17,303 | |
Number of underlying Common Stock | 2,220,552 | [1] |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of Preferred Stock | 2,343 | |
Number of underlying Common Stock | 33,322 | |
[1] | Including the shares of common stock the holders of Series B Convertible Preferred Stock are entitled to receive as cumulative dividends at the rate per share of 15% per annum of the stated value for five years, payable in cash or common stock, at the Company's discretion, but excluding effect of future conversion price adjustment, if any. |
Equity - Schedule of Converti_2
Equity - Schedule of Convertible Preferred Shares (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2020 | |
Series B Convertible Preferred Stock [Member] | |
Cumulative dividend rate | 15.00% |
Equity - Schedule of Warrants O
Equity - Schedule of Warrants Outstanding Activity (Details) - $ / shares | Jun. 30, 2020 | Jun. 05, 2020 |
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 26,705,502 | |
Weighted average exercise price | $ 1.89 | |
Series A Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 1,107 | |
Weighted average exercise price | $ 8,750 | |
Series B Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 2,448 | |
Weighted average exercise price | $ 3,500 | |
Series D Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 806,698 | |
Weighted average exercise price | $ 15.19 | |
Series E Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 2,972,221 | |
Weighted average exercise price | $ 1.80 | |
Series F Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 22,688,900 | 1 |
Weighted average exercise price | $ 0.50 | |
April 2019 Underwriter Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 34,955 | |
Weighted average exercise price | $ 6.25 | |
September 2019 Underwriter Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 194,444 | |
Weighted average exercise price | $ 2.25 | |
Other Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of underlying Common stock | 4,729 | |
Weighted average exercise price | $ 587.33 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Number of antidilutive securities excluded from computation of earnings per share | 27,001,849 | 992,609 |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 234 | $ 173 |
Work in process | 410 | 81 |
Raw materials and supplies | 758 | 982 |
Total inventory | $ 1,402 | $ 1,236 |
Accounts Payable and Accruals_3
Accounts Payable and Accruals - Other - Schedule of Accounts Payable and Accruals - Other (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Employees and employee institutions | $ 811 | $ 1,238 |
Accrued vacation and recreation pay | 278 | 188 |
Accrued expenses | 1,262 | 604 |
Current Operating lease liabilities | 374 | 362 |
Other | 49 | 57 |
Accounts Payable and Accruals - Other | $ 2,774 | $ 2,449 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Narrative) € in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2019USD ($) | Jul. 31, 2019EUR (€) | Jun. 30, 2020 | |
Lease expiration date | Dec. 31, 2020 | ||
Lease, description | The Company's Israeli subsidiary has a lease agreement for a facility in Israel, which expires on December 31, 2020 with an option to extend the agreement for two additional years until December 31, 2022 under the terms stipulated in the agreement (the Option Period). | ||
Former Distributor [Member] | |||
Law suit seeking damages | $ | $ 2,000 | ||
Law suit seeking damages, description | In July 2019, a former distributor filed a suit seeking damages from the Company's subsidiary for pre-paid goods subject to the voluntary field action (from April 2014) amounting to €1,830,000 (which is approximately $2.0 million), or alternatively €1,024,000 (which is approximately $1.1 million). | In July 2019, a former distributor filed a suit seeking damages from the Company's subsidiary for pre-paid goods subject to the voluntary field action (from April 2014) amounting to €1,830,000 (which is approximately $2.0 million), or alternatively €1,024,000 (which is approximately $1.1 million). | |
Former Distributor [Member] | Alternatively [Member] | |||
Law suit seeking damages | $ | $ 1,100 | ||
Former Distributor [Member] | Euro [Member] | |||
Law suit seeking damages | € 1,830 | ||
Claim range amount up to | 1,830 | ||
Former Distributor [Member] | Euro [Member] | Alternatively [Member] | |||
Law suit seeking damages | € 1,024 |
Disaggregated Revenue and Ent_3
Disaggregated Revenue and Entity Wide Disclosures - Schedule of Revenues Attributed to Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | $ 313 | $ 1,354 | $ 1,347 | $ 1,769 |
Italy [Member] | ||||
Revenues | 53 | 260 | 247 | 339 |
Germany [Member] | ||||
Revenues | 89 | 196 | 259 | 324 |
Poland [Member] | ||||
Revenues | 187 | 121 | 187 | |
Other [Member] | ||||
Revenues | $ 171 | $ 711 | $ 720 | $ 919 |
Disaggregated Revenue and Ent_4
Disaggregated Revenue and Entity Wide Disclosures - Schedule of Revenues Attributed to Geographic Areas by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 313 | $ 1,354 | $ 1,347 | $ 1,769 |
CGuard [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 271 | 1,116 | 1,242 | 1,492 |
MGuard [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 42 | $ 238 | $ 105 | $ 277 |
Disaggregated Revenue and Ent_5
Disaggregated Revenue and Entity Wide Disclosures - Schedule of Revenues Attributed to Geographic Areas by Principal Customers (Details) - Sales [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Customer A [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenues per major customer | 26.00% | 12.00% | 18.00% | 16.00% |
Customer B [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenues per major customer | 17.00% | 12.00% | 6.00% | 12.00% |
Customer C [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenues per major customer | 0.00% | 14.00% | 9.00% | 11.00% |
Customer D [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenues per major customer | 0.00% | 7.00% | 12.00% | 7.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jul. 28, 2020 | Jun. 30, 2020 |
Exercise price per | $ 1.89 | |
Warrants to purchase | 26,705,502 | |
Increase in provision for general and administrative expenses | $ 400 | |
Subsequent Event [Member] | ||
Payments to prior underwriter | $ 400 | |
Exercise price per | $ 0.495 | |
Warrants to purchase | 274,029 | |
Weighted average exercise price | $ 7.32 | |
Subsequent Event [Member] | Maximum [Member] | ||
Exercise price per | 187.50 | |
Subsequent Event [Member] | Minimum [Member] | ||
Exercise price per | $ 2.25 |