Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity File Number | 001-37704 | |
Entity Registrant Name | DarioHealth Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-2973162 | |
Entity Address, Address Line One | 18 W. 18th St. | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 972 | |
Local Phone Number | 770-6377 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0001533998 | |
Current Fiscal Year End Date | --12-31 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | DRIO | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,979,129 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
INTERIM CONSOLIDATED BALANCE SH
INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 67,949 | $ 35,808 |
Short-term restricted bank deposits | 177 | 192 |
Trade receivables | 3,138 | 1,310 |
Inventories | 8,347 | 6,228 |
Other accounts receivable and prepaid expenses | 2,833 | 2,067 |
Total current assets | 82,444 | 45,605 |
NON-CURRENT ASSETS: | ||
Deposits | 9 | 20 |
Operating lease right of use assets | 212 | 287 |
Long-term assets | 71 | 57 |
Property and equipment, net | 773 | 702 |
Intangible assets, net | 12,190 | 12,460 |
Goodwill | 41,640 | 41,640 |
Total non-current assets | 54,895 | 55,166 |
Total assets | 137,339 | 100,771 |
CURRENT LIABILITIES: | ||
Trade payables | 3,280 | 5,109 |
Deferred revenues | 999 | 1,195 |
Operating lease liabilities | 137 | 266 |
Other accounts payable and accrued expenses | 6,806 | 7,806 |
Earn-out liability | 1,764 | 825 |
Total current liabilities | 12,986 | 15,201 |
NON-CURRENT LIABILITIES | ||
Operating lease liabilities | 52 | 21 |
Long-term loan | 23,061 | |
Warrant liability | 1,588 | |
Total non-current liabilities | 24,701 | 21 |
STOCKHOLDERS' EQUITY | ||
Common stock of $0.0001 par value - Authorized: 160,000,000 shares at June 30, 2022 (unaudited) and December 31, 2021; Issued and Outstanding: 22,860,044 and 16,573,420 shares at June 30, 2022 (unaudited) and December 31, 2021, respectively | 2 | 2 |
Preferred stock of $0.0001 par value - Authorized: 5,000,000 shares at June 30, 2022 (unaudited) and December 31, 2021; Issued and Outstanding: 10,797 and 11,927 shares at June 30, 2022 (unaudited) and December 31, 2021, respectively | ||
Additional paid-in capital | 356,492 | 307,561 |
Accumulated deficit | (256,842) | (222,014) |
Total stockholders' equity | 99,652 | 85,549 |
Total liabilities and stockholders' equity | $ 137,339 | $ 100,771 |
INTERIM CONSOLIDATED BALANCE _2
INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
INTERIM CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares, issued | 22,860,044 | 16,573,420 |
Common stock, shares, outstanding | 22,860,044 | 16,573,420 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 10,797 | 11,927 |
Preferred stock, shares outstanding | 10,797 | 11,927 |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Revenues | $ 6,183 | $ 5,261 | $ 14,242 | $ 8,856 |
Cost of revenues (excluding amortization shown separately below) | 3,951 | 3,033 | 7,093 | 5,172 |
Amortization of acquired intangible assets | 1,094 | 720 | 2,026 | 1,095 |
Gross profit | 1,138 | 1,508 | 5,123 | 2,589 |
Operating expenses: | ||||
Research and development | 4,137 | 3,742 | 10,064 | 6,397 |
Sales and marketing | 9,297 | 9,648 | 18,832 | 16,780 |
General and administrative | 5,059 | 6,121 | 9,454 | 11,742 |
Total operating expenses | 18,493 | 19,511 | 38,350 | 34,919 |
Operating loss | 17,355 | 18,003 | 33,227 | 32,330 |
Total financial (income) expenses, net | 672 | (238) | 716 | 401 |
Loss before taxes | 18,027 | 17,765 | 33,943 | 32,731 |
Income Tax | 1 | 1 | ||
Net loss | 18,028 | 17,765 | 33,944 | 32,731 |
Other comprehensive income (loss): | ||||
Deemed dividend | 433 | 488 | 884 | 1,032 |
Net loss attributable to shareholders | $ 18,461 | $ 18,253 | $ 34,828 | $ 33,763 |
Net loss per share: | ||||
Basic net loss per share | $ 0.74 | $ 0.99 | $ 1.43 | $ 1.85 |
Diluted net loss per share | $ 0.74 | $ 0.99 | $ 1.43 | $ 1.85 |
Weighted average number of Common Stock used in computing basic net loss per share | 22,426,019 | 15,691,359 | 21,925,089 | 15,460,758 |
Weighted average number of Common Stock used in computing diluted net loss per share | 22,426,019 | 15,691,359 | 21,925,089 | 15,460,758 |
INTERIM STATEMENTS OF STOCKHOLD
INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock Upright Technologies Ltd | Common Stock Physimax Technologies Ltd. | Common Stock | Preferred Stock [Member] | Additional Paid-in Capital [Member] Upright Technologies Ltd | Additional Paid-in Capital [Member] Physimax Technologies Ltd. | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Upright Technologies Ltd | Physimax Technologies Ltd. | Total |
Balance at Dec. 31, 2020 | $ 171,399,000 | $ (143,248,000) | $ 28,151,000 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 8,119,493 | 15,823 | |||||||||
Payment for executives and directors under Stock for Salary Program | 72,000 | 72,000 | |||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 5,579 | ||||||||||
Exercise of options | 201,000 | 201,000 | |||||||||
Exercise of options (In Shares) | 33,773 | ||||||||||
Exercise of placement agent warrants (in shares) | 92,575 | ||||||||||
Exercise of Warrants | 633,000 | 633,000 | |||||||||
Exercise of Warrants (in shares) | 219,760 | ||||||||||
Issuance of common stock to consultants and service provider | 1,484,000 | 1,484,000 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 102,667 | ||||||||||
Conversion of preferred stock to common stock (in shares) | 802,061 | (3,423) | |||||||||
Deemed dividend related to issuance of preferred stock | 544,000 | (544,000) | |||||||||
Issuance of warrants to service providers | 846,000 | 846,000 | |||||||||
Stock-based compensation | 2,036,000 | 2,036,000 | |||||||||
Stock-based compensation (in shares) | 1,056,643 | ||||||||||
Issuance of common stock, net of issuance cost | 64,877,000 | 64,877,000 | |||||||||
Issuance of common stock, net of issuance cost (in shares) | 3,278,688 | ||||||||||
Issuance of common stock upon acquisition | $ 28,933,000 | $ 28,933,000 | |||||||||
Issuance of common stock upon acquisition (in shares) | 1,687,612 | ||||||||||
Net loss | (14,966,000) | (14,966,000) | |||||||||
Balance at Mar. 31, 2021 | 271,025,000 | (158,758,000) | 112,267,000 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 15,398,851 | 12,400 | |||||||||
Balance at Dec. 31, 2020 | 171,399,000 | (143,248,000) | 28,151,000 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 8,119,493 | 15,823 | |||||||||
Net loss | (32,731,000) | ||||||||||
Balance at Jun. 30, 2021 | 295,124,000 | (177,011,000) | 118,113,000 | ||||||||
Balance (in shares) at Jun. 30, 2021 | 16,330,842 | 12,122 | |||||||||
Balance at Mar. 31, 2021 | 271,025,000 | (158,758,000) | 112,267,000 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 15,398,851 | 12,400 | |||||||||
Payment for executives and directors under Stock for Salary Program | 27,000 | 27,000 | |||||||||
Payment for executives and directors under Stock for Salary Program (in shares) | 1,754 | ||||||||||
Exercise of options | 55,000 | 55,000 | |||||||||
Exercise of options (In Shares) | 6,772 | ||||||||||
Exercise of placement agent warrants (in shares) | 18,486 | ||||||||||
Exercise of Warrants (in shares) | 232 | ||||||||||
Issuance of common stock to consultants and service provider | 889,000 | 889,000 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 72,754 | ||||||||||
Conversion of preferred stock to common stock (in shares) | 64,369 | (278) | |||||||||
Deemed dividend related to issuance of preferred stock | 488,000 | (488,000) | |||||||||
Issuance of warrants to service providers | 1,951,000 | 1,951,000 | |||||||||
Stock-based compensation | 2,595,000 | 2,595,000 | |||||||||
Stock-based compensation (in shares) | (500) | ||||||||||
Issuance of common stock upon acquisition | 18,094,000 | 18,094,000 | |||||||||
Issuance of common stock upon acquisition (in shares) | 768,124 | ||||||||||
Net loss | (17,765,000) | (17,765,000) | |||||||||
Balance at Jun. 30, 2021 | 295,124,000 | (177,011,000) | 118,113,000 | ||||||||
Balance (in shares) at Jun. 30, 2021 | 16,330,842 | 12,122 | |||||||||
Balance at Dec. 31, 2021 | $ 2,000 | 307,561,000 | (222,014,000) | 85,549,000 | |||||||
Balance (in shares) at Dec. 31, 2021 | 16,573,420 | 11,927 | |||||||||
Exercise of Warrants (in shares) | 81,221 | ||||||||||
Issuance of common stock to directors and employees | 161,000 | 161,000 | |||||||||
Issuance of common stock to directors and employees (in shares) | 24,191 | ||||||||||
Issuance of common stock to consultants and service provider | 113,000 | 113,000 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 4,983 | ||||||||||
Conversion of preferred stock to common stock (in shares) | 316,052 | (1,030) | |||||||||
Deemed dividend related to issuance of preferred stock | 451,000 | (451,000) | |||||||||
Issuance of warrants to service providers | 1,301,000 | 1,301,000 | |||||||||
Stock-based compensation | 3,768,000 | 3,768,000 | |||||||||
Stock-based compensation (in shares) | 139,982 | ||||||||||
Issuance of common stock, net of issuance cost (in shares) | 256,660 | ||||||||||
Issuance of common stock upon acquisition | $ 1,186,000 | $ 1,186,000 | |||||||||
Issuance of common stock upon acquisition (in shares) | 256,660 | ||||||||||
Issuance of common stock and pre-funded warrants, net of issuance cost | 38,023,000 | 38,023,000 | |||||||||
Issuance of common stock and pre-funded warrants, net of issuance cost (in shares) | 4,674,454 | ||||||||||
Net loss | (15,916,000) | (15,916,000) | |||||||||
Balance at Mar. 31, 2022 | $ 2,000 | 352,564,000 | (238,381,000) | 114,185,000 | |||||||
Balance (in shares) at Mar. 31, 2022 | 22,070,963 | 10,897 | |||||||||
Balance at Dec. 31, 2021 | $ 2,000 | 307,561,000 | (222,014,000) | 85,549,000 | |||||||
Balance (in shares) at Dec. 31, 2021 | 16,573,420 | 11,927 | |||||||||
Net loss | (33,944,000) | ||||||||||
Balance at Jun. 30, 2022 | $ 2,000 | 356,492,000 | (256,842,000) | 99,652,000 | |||||||
Balance (in shares) at Jun. 30, 2022 | 22,860,044 | 10,797 | |||||||||
Balance at Mar. 31, 2022 | $ 2,000 | 352,564,000 | (238,381,000) | 114,185,000 | |||||||
Balance (in shares) at Mar. 31, 2022 | 22,070,963 | 10,897 | |||||||||
Issuance of common stock to consultants and service provider | 74,000 | 74,000 | |||||||||
Issuance of common stock to consultants and service provider (in shares) | 7,977 | ||||||||||
Conversion of preferred stock to common stock | $ (100) | ||||||||||
Conversion of preferred stock to common stock (in shares) | 23,365 | ||||||||||
Deemed dividend related to issuance of preferred stock | 433,000 | (433,000) | |||||||||
Issuance of warrants to service providers | 557,000 | 557,000 | |||||||||
Stock-based compensation | 2,998,000 | 2,998,000 | |||||||||
Stock-based compensation (in shares) | 816,396 | ||||||||||
Net loss | (18,028,000) | (18,028,000) | |||||||||
Repurchase and retirement of common stock | (134,000) | (134,000) | |||||||||
Repurchase and retirement of common stock (in shares) | 58,657 | ||||||||||
Balance at Jun. 30, 2022 | $ 2,000 | $ 356,492,000 | $ (256,842,000) | $ 99,652,000 | |||||||
Balance (in shares) at Jun. 30, 2022 | 22,860,044 | 10,797 |
INTERIM CONSOLIDATED STATEMEN_2
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (33,944) | $ (32,731) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation, common stock, and payment in stock to directors, employees, consultants, and service providers | 8,972 | 9,900 |
Depreciation | 154 | 133 |
Change in operating lease right of use assets | 75 | 65 |
Amortization of acquired inventories step-up | 523 | |
Amortization of acquired intangible assets | 2,087 | 1,106 |
Increase in trade receivables | (1,828) | (452) |
Decrease (increase) in other accounts receivable, prepaid expense and long-term assets | (562) | 134 |
Increase in inventories | (2,119) | 41 |
Increase in trade payables | (1,838) | 54 |
Decrease in other accounts payable and accrued expenses | (1,107) | (1,472) |
Decrease in deferred revenues | (196) | (43) |
Change in operating lease liabilities | (98) | (96) |
Remeasurement of earn-out | 939 | |
Non-Cash financial expenses | 256 | |
Net cash used in operating activities | (29,209) | (22,838) |
Cash flows from investing activities: | ||
Investment In deposit | (1) | |
Purchase of property and equipment | (225) | (97) |
Intangible assets purchases incurred, Physimax Technologies LTD. | (115) | |
Net cash used in investing activities | (340) | (7,593) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and prefunded warrants (net of issuance costs) | 38,023 | 64,877 |
Proceeds from exercise of warrants | 633 | |
Proceeds from exercise of options | 256 | |
Proceeds from borrowings on credit agreement | 23,786 | |
Repurchase and retirement of common stock | (134) | |
Net cash provided by financing activities | 61,675 | 65,766 |
Increase in cash, cash equivalents and restricted cash and cash equivalents | 32,126 | 35,335 |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 35,948 | 28,725 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 68,074 | 64,060 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest on long-term loan | $ 181 | |
WayForward | ||
Cash flows from investing activities: | ||
Cash paid as part of acquisition | (5,023) | |
Upright Technologies Limited [Member] | ||
Cash flows from investing activities: | ||
Cash paid as part of acquisition | $ (2,472) |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2022 | |
GENERAL | |
GENERAL | NOTE 1: - GENERAL a. DarioHealth Corp. (the “Company” or “DarioHealth”) was incorporated in Delaware and commenced operations on August 11, 2011. DarioHealth is a Global Digital Therapeutics (DTx) company changing the way people with chronic conditions manage their health. By delivering personalized evidence-based interventions that are driven by precision data analytics, software, and personalized coaching, DarioHealth has developed an approach that empowers individuals to adjust their lifestyle in holistic way. DarioHealth’s cross-functional team operates at the intersection of life sciences, behavioral science, and software technology to deliver seamlessly integrated and highly engaging digital therapeutics interventions. Our diabetes solution, its user-centric approach is used by tens of thousands of customers around the globe. DarioHealth is rapidly expanding its solutions for additional chronic conditions such as hypertension and moving into new geographic markets. DarioHealth’s digital therapeutic platform has been designed with a ‘user-first’ strategy, focusing on the user’s needs first and foremost, and user experience and satisfaction. User satisfaction is constantly measured and drives, all company processes, including our technology design. The Company operates as one reporting unit and one operating segment. b. The Company has a wholly owned subsidiary, LabStyle Innovation Ltd. (“LabStyle”), which was incorporated and commenced operations on September 14, 2011 in Israel. Its principal business activity is to hold the Company’s intellectual property and to perform research and development, manufacturing, marketing and other business activities. c. Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents, short-term deposits, restricted deposits and trade receivables. For cash and cash equivalents, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying consolidated balance sheets exceed federally insured limits. The Company places its cash and cash equivalents and short-term deposits with financial institutions with high-quality credit ratings and has not experienced any losses in such accounts. For trade receivables, the Company is exposed to credit risk in the event of non-payment by customers to the extent of the amounts recorded on the accompanying consolidated balance sheets. As of June 30, 2022, the Company's major customer accounted for 63.7% of the Company's accounts receivable balance. For the three and six-months period ended June 30, 2022, the Company's major customer accounted for 32% and 42%, respectively, of the Company's revenue in the period. d. On January 26, 2021, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) pursuant to which the Company, through LabStyle , acquired all of the outstanding securities of Upright Technologies Ltd. and its wholly owned subsidiary Upright Technologies Inc. (“Upright”). Upright is a digital musculoskeletal (“MSK”) health company focused on preventing and treating the most common MSK conditions through behavioral science, biofeedback, coaching, and wearable tech. NOTE 1: - GENERAL (Cont.) e. On May 15, 2021, the Company entered into an agreement and plan of merger pursuant to which the Company, through its wholly owned subsidiary WF Merger Sub, Inc. (“Merger Sub”), merged with PsyInnovations Inc. (“WayForward”), pursuant to which the Merger Sub was the surviving company. WayForward is a mental health company who developed the WayForward behavioral digital health platform with artificial intelligence enabled screening to triage and navigate members to specific interventions, digital cognitive behavioral therapy, self-directed care, expert coaching and access to in-person and telehealth provider visits. f. During the six months ended June 30, 2022, the Company incurred operating losses and negative cash flows from operating activities amounting to $33,227 and $29,209 , respectively. On June 30, 2022, we had $67,949 in available cash and cash equivalent. Management believes that our cash on hand is sufficient to meet our obligations as they come due for at least a period of twelve months from the date of the issuance of these consolidated financial statements. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offering. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements as of June 30, 2022, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) Significant Accounting Policies a. The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 are applied consistently in these unaudited interim consolidated financial statements. b. Short-term restricted bank deposits: The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: June 30, June 30, 2022 2021 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 67,949 $ 63,865 Short-term restricted bank deposits, as reported on the balance sheets 125 195 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 68,074 $ 64,060 c. Business and Asset Acquisitions When the Company acquires a business, the purchase price is allocated to the tangible and identifiable intangible assets, net of liabilities assumed. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) d. Recently issued accounting pronouncements, not yet adopted: 1. In September 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for the fiscal years beginning after December 15, 2019, including the interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the SEC) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including the interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements. 2. In August 2020, the FASB issued ASU 2020-06 (“ASU 2020-06”), which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (a) convertible debt with a cash conversion feature and (b) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. ASU 2020-06 also requires that the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or share. This amendment removes current guidance that allows an entity to rebut this presumption if it has a history or policy of cash settlement. Furthermore, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. 3. In October 2021, the FASB issued ASU 2021-08, which requires companies to apply Accounting Standards Codification 606 (“ASC 606”) to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in Accounting Standards Codification 805 (“ASC 805”). requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. For the Company, the guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2021-08 on its consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 3: – ACQUISITIONS Technology Purchase of Physimax Technologies Ltd. On March 31, 2022 (the “Acquisition Date”), the Company completed the acquisition, through its subsidiary LabStyle, of a technology from Physimax Technologies Ltd (“Physimax Technology”). The Company considered this transaction as an asset acquisition The consideration transferred included the issuance of 256,660 shares of its common stock subjected to certain terms of lock-up periods In addition, the Company capitalized acquisition-related costs in an aggregate amount of $131. The acquisition-related costs include legal and accounting services. Purchase price allocation: Under asset acquisition accounting principles, the total purchase price was allocated to Physimax an Amortization period (Years) Technology $ 1,817 3 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2022 | |
INVENTORIES | |
INVENTORIES | NOTE 4: - INVENTORIES June 30, December 31, 2022 2021 Unaudited Raw materials $ 1,222 $ 714 Finished products 7,125 5,514 $ 8,347 $ 6,228 During the six-month period ended June 30, 2022, and the year ended December 31, 2021, total inventory write-downs expenses amounted to $22 and $73, respectively. |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2022 | |
REVENUES. | |
REVENUES | NOTE 5: - REVENUES The Company is operating a multi-condition healthcare business, empowering individuals to manage their chronic conditions and take steps to improve their overall health. The Company generates revenue directly from individuals through a la carte offering and membership plans. The Company also contracts with enterprise business market groups to provide digital therapeutics solutions for individuals to receive access to services through the Company’s commercial arrangements. On February 28, 2022, the Company entered into an exclusive preferred partner, co-promotion, development collaboration and license agreement for a term of five (5) years (the “Exclusive Agreement”). Pursuant to the Exclusive Agreement, the Company will provide a license to access and use certain Company data. In addition, the Company may provide development services for new products of the other party. The Company has determined that the other party is a customer. The aggregative consideration under the contract is up to $30 million over the initial term of the Exclusive Agreement, consisting of (i) an upfront payment, (ii) annual compensation for development costs per annual development plans to be agreed upon annually and (iii) certain contingent milestone payments upon meeting certain net sales and enrollment rate milestones at any time during the term of the Exclusive Agreement. During the second quarter of 2022, the parties joint steering committee approved the first-year development plan, pursuant to the terms of the Exclusive Agreement. The Company has concluded that the development plan includes a performance obligation to provide development services which is satisfied over time. The Company has also concluded that the measure of progress that depicts the Company's performance in transferring control of the services transferred to the customer is an input method, based on labor hours consumed. During the three months ended June 30, 2022, the Company has recognized revenues under the development plan of $1,975 with additional revenues of $2,025 expected The following tables represent the Company’s total revenues for the three and six months ended June 30, 2022, and 2021 disaggregated by revenue source: Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Unaudited Unaudited Commercial $ 2,847 $ 129 $ 7,396 $ 182 Consumers 3,336 5,132 6,846 8,674 $ 6,183 $ 5,261 $ 14,242 $ 8,856 The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations primarily related services have been performed. Advance payments are received at the beginning of the service period and the related deferred revenues are reclassified to revenue ratably over the service period. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. NOTE 5: - REVENUES (Cont.) The following table presents the significant changes in the deferred revenue balance during the six months ended June 30, 202 2 Balance, beginning of the period $ 1,195 New performance obligations 3,187 Reclassification to revenue as a result of satisfying performance obligations (3,383) Balance, end of the period $ 999 Because all performance obligations in the Company’s contracts with customers relate to contracts with a duration of less than one year, the Company has elected |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 6: - FAIR VALUE MEASUREMENTS Under U.S. GAAP, fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories: Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at measurement date. Level 2- Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The carrying amounts of cash and cash equivalents, short-term and restricted bank deposits, trade receivables, trade payables, other receivables and prepaid expenses and other payables and accrued expenses approximate their fair value due to the short-term maturity of such instruments. NOTE 6: - FAIR VALUE MEASUREMENTS (Cont.) The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: June 30, 2022 Unaudited Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Financial commitment asset (“FCA”) $ 607 $ — $ — $ 607 Total Financial Assets $ 607 $ — $ — $ 607 Financial Liabilities: Earn out liability $ 1,764 $ — $ — $ 1,764 Long Term Loan 23,061 — — 23,061 Warrant liability 1,588 — — 1,588 Total Financial Liabilities $ 26,413 $ — $ — $ 26,413 December 31, 2021 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Liabilities: Earn out liability $ 825 $ — $ — $ 825 Total Financial Liabilities $ 825 $ — $ — $ 825 FCA On June 9, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”), by and between the Company, as borrower, and OrbiMed Royalty and Credit Opportunities III, LP, as the lender (the “Lender”). The Credit Agreement provides for a five The FCA instrument was recognized in connection with the Delayed Draw Commitment Amount (Note 7). The fair value of the FCA is estimated by the Company at each reporting date based, in part, on the results of third-party valuations, which are prepared based on significant inputs that are generally determined based on relative value analyses. The FCA fair value was estimated using a discount rate of 15.6% which reflects the internal rate of return of the Loan at closing of the transactions contemplated by the Credit Agreement as of June 9, 2022 NOTE 6: - FAIR VALUE MEASUREMENTS (Cont.) Earn out Liability As part of the acquisition of Wayforward on June 7, 2021, the consideration transferred included earn-out payable in up to 237,076 restricted shares of Common Stock. The earn-out arrangement is not indexed to the Company's own stock, and was accounted as a liability On July 7, 2022, the Company entered into an Amendment to Agreement and Plan of Merger (the “Amendment”) with representatives of the former equity holders of PsyInnovations, Inc. Pursuant to the terms of the Amendment, the Company agreed to reduce the earn-out threshold of revenue derived from Wayforward products from $5 million to $3 million. In determining the earn-out fair value, the Company used the Monte-Carlo simulation valuation technique, in order to predict the probability of different outcomes that rely on repeated random variables. The significant inputs into the models were: June 30, December 31, 2022 2021 Expected Term (in years) 0.59 1.08 Expected Volatility 32.1% 32.1% Beta 45% 45% Debt Rate 3.18% 0.82% For the six months ended June 30, 2022, the Company recorded expenses from remeasurement of the earn-out in the amount of $939. Loan Facility The fair value of the Loan Facility is recognized in connection with the Company’s Credit Agreement with with respect to the Initial Commitment Amount only (Note 7). The fair value of the Loan Facility was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the Loan, which is reported within non-current liabilities (Maturity Date - June 9, 2027) on the consolidated balance sheets, is estimated by the Company at each reporting date based, in part, on the results of third-party valuations, which are prepared based on Significant inputs that are generally determined based on relative value analyses. The Loan incorporates comparisons to instruments with similar covenants, collateral, and risk profiles and was obtained using a discounted cash flow technique. On the date of Loan origination, or June 9, 2022, the discount rate was arrived at by calibrating the loan amount of $25 million with the fair value of the warrants of $1,930 and the loan terms interest rate of secured overnight financing rate (“SOFR”) + 9.5%. The implied internal rate of return of the loan was 15.6%. Due to the short time passed between the origination date and June 30, 2022, the fair value of the Loan as of June 30, 2022 was estimated using a discount rate of 15.6% which reflects the internal rate of return of the Loan at closing, as of June 9, 2022. The change in the fair value of the loan was recorded in earnings since the Company has concluded that no adjustment related to instrument specific credit risk was required. NOTE 6: - FAIR VALUE MEASUREMENTS (Cont.) Warrant Liability The fair value of the warrant liability is recognized in connection with the Company’s Loan agreement with the Lender and with respect to the Initial Commitment Amount only (Note 7). The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the warrant liability, which is reported within non-current liabilities on the consolidated balance sheets, is estimated by the Company at each reporting date based, in part, on the results of third-party valuations, which are prepared based on significant inputs that are generally determined based on relative value analyses. The warrant liability is measured based on the Monte-Carlo simulation valuation technique, in order to predict the probability of different outcomes that rely on repeated random variables. The fair value of the warrant liability was estimated using a Monte-Carlo simulation valuation technique, with the following significant unobservable inputs (Level 3): June 9, June 30, 2022 2022 Stock price $ 7.45 $ 6.14 Exercise price 6.62 6.62 Expected term (in years) 7.00 6.94 Volatility 148.8% 148.5% Dividend rate - - Risk-free interest rate 3.13% 3.16% The following tables present the summary of the changes in the fair value of our Level 3 financial instruments: Long-Term Loan Balance as of January 1, 2022 $ — Issuance of Loan 23,070 Change in fair value (9) Balance as of June 30, 2022 $ 23,061 Warrant Liability Balance as of January 1, 2022 $ — Issuance of warrant liability 1,930 Change in fair value (342) Balance as of June 30, 2022 $ 1,588 FCA Balance as of January 1, 2022 $ — FCA 607 Change in fair value — Balance as of June 30, 2022 $ 607 |
LONG TERM DEBT
LONG TERM DEBT | 6 Months Ended |
Jun. 30, 2022 | |
LONG TERM DEBT | |
LONG TERM DEBT | NOTE LONG TERM DEBT Loan Facility On June 9, 2022 the Company entered into the Credit Agreement with the Lender. The Credit Agreement provides for a five All obligations under the Credit Agreement are guaranteed by all of the Company’s wholly owned subsidiaries other than Dario Health Services Private Limited. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the Company's and each guarantor's assets by a Pledge and Security Agreement, dated June 9, 2022 (the “Pledge and Security Agreement”). If, until the maturity date of the Loan Facility, the Company’s net revenue does not equal or exceed the applicable amount for such period as set in the Credit Agreement, then the Company shall repay in equal monthly installments the outstanding principal amount of the Loan Facility, together with a repayment premium and other fees. The Company shall repay amounts outstanding under the Loan Facility in full immediately upon an acceleration as a result of an event of default as set forth in the Credit Agreement, together with a repayment premium and other fees. During the term of the Loan Facility, interest payable in cash by the Company shall accrue on any outstanding balance due under the Loan Facility at a rate per annum equal to the higher of (x) the adjusted SOFR rate (which is the forward-looking term rate for a one-month tenor based on the secured overnight financing rate administered by the CME Group Benchmark Administration Limited) and (y) 0.50% plus, in either case, 9.50%. During an event of default, any outstanding amount under the Loan Facility will bear interest at a rate of 5.00% in excess of the otherwise applicable rate of interest. The Credit Agreement contains customary events of default, including with respect to non-payment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty; failure to perform or observe covenants; bankruptcy and insolvency events; material monetary judgment defaults; impairment of any material definitive loan documentation; other material adverse effects; key person events and change of control. Each of the Credit Agreement and a Pledge and Security Agreement also contain a number of customary representations, warranties and covenants that, among other things, will limit or restrict the ability of the Company and its subsidiaries to (subject to certain qualifications and exceptions): create liens and encumbrances; incur additional indebtedness; merge, dissolve, liquidate or consolidate; make acquisitions, investments, advances or loans; dispose of or transfer assets; pay dividends or make other payments in respect of their capital stock; amend certain material documents; redeem or repurchase certain debt; engage in certain transactions with affiliates; and enter into certain restrictive agreements. In addition, the Company will be required to maintain at least $10 million of unrestricted cash and cash equivalents at all times. NOTE LONG TERM DEBT (Cont.) On the closing date of the Credit Agreement, and with respect to the Initial Commitment Amount only, the Company agreed to issue the Lender a warrant (the “Warrant”) to purchase up to 226,586 shares of the Company’s common stock, at an exercise price of $6.62 per share, which shall have a term of 7 years from the issuance date. The Warrant contains customary share adjustment provisions, as well as weighted average price protection in certain circumstances but in no event will the exercise price of the Warrant be adjusted to a price less than $4.00 per share. In the event the Company is eligible to draw the Delayed Draw Commitment Amount, the Company agreed to issue the Lender an additional warrant (the “Additional Warrant”), with a term of 7 years from the issuance date, to purchase up to 6% of the Delayed Draw Commitment Amount based on a 10 day volume weighted average price of the Company’s common stock (the “Volume Weighted Average Price”) with an exercise price equal to the Volume Weighted Average Price. The Company concluded that the Credit Agreement includes three legally detachable and separately exercisable freestanding financial instruments: the Initial Commitment Amount, the warrants, and the right to receive the Delayed Draw Commitment Amount, which we refer to as the "Financial Commitment Asset" or "FCA". The Company has concluded that the warrants are not indexed to the Company's own stock and should be recorded as a liability measured at fair value with changes in fair value recognized in earnings. The Company has also concluded that the FCA is not indexed to the Company's own stock and should be recorded as an asset, measured at fair value with changes in fair value recognized in earnings. The FCA is presented within other accounts receivable on the interim consolidated balance sheets. The Company elected to account for the Initial Commitment Amount under the fair value option in accordance with ASC 825, “Financial Instruments.” Under the fair value option, changes in fair value are recorded in earnings except for fair value adjustments related to instrument specific credit risk, which are recorded as other comprehensive income or loss. During the six-month period ended on June 30, 2022, the Company recognized $351 of remeasurement income related to the Initial Commitment Amount, which were included as part of financial expenses (income) in the Company's statements comprehensive loss. During the six-month period ended on June 30, 2022, the Company did not recognize any instrument specific credit risk fair value adjustment. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 8: - COMMITMENTS AND CONTINGENT LIABILITIES a. From time to time, the Company is involved in claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. b. Royalties: The company has a liability to pay future royalties to the Israeli Innovation Authority (the “IIA”) for participated in programs sponsored by , |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 9: - STOCKHOLDERS’ EQUITY a. On January 4, 2022, out of the pre-funded warrants that were issued in May 2019, 81,233 were exercised on a cashless basis into 81,221 shares of the Company’s common stock. As of June 30, 2022, the Company’s total outstanding prefunded warrants were exercisable into 1,769,794 shares of common stock. b. On February 28, 2022, the Company entered into securities purchase agreements with institutional accredited investors relating to an offering with respect to the sale of an aggregate of 4,674,454 shares of the Company’s common stock, and pre-funded warrants to purchase an aggregate of 667,559 shares of the Company’s common stock at an exercise price of $0.0001 per share, at a purchase price of $7.49 per share (or share equivalent). The aggregate gross proceeds were approximately $40,000 ( $38,023 , net of issuance expenses). c. During the six-month ended June 30, 2022, the Company’s Compensation Committee of the Board of Directors approved the grant of 24,191 shares of the Company’s common stock to employees of the Company, and the grant of 1,018,550 restricted shares of the Company’s common stock to employees and consultants. The shares vest over a period of three years commencing on the respective grant dates. The Compensation Committee also approved the grant of options to purchase up to 719,050 shares of the Company’s common stock to employees and a consultant of the Company, at exercise prices between $5.46 and $8.10 per share. The stock options vest over a three-year period commencing on the respective grant dates. The options have a ten-year term and were issued under the 2020 Equity Incentive Plan, as amended (the “2020 Plan”). d. In February 2021, the Board of Directors authorized the Company to issue warrants to purchase up to 400,000 , shares of Common Stock, to a certain consultant of the Company, at a purchase price of $25.00 . During the six-month ended June 30, 2022, the Company recorded compensation expense for this certain service provider in the amount of $863 . e. In July 2021, the Compensation Committee authorized the Company to issue warrants to purchase 30,000 shares of Common Stock, to certain consultants of the Company, with an exercise price of $23.30 per share, and warrants to purchase 83,948 shares of the Company’s common stock with an exercise price of $16.06 per share. Of these warrants, warrants to purchase 35,000 shares of the Company’s common stock shall vest over a 48-month period and warrants to purchase 48,948 shares of the Company’s common stock are subjected to certain performance terms. During the six-month ended June 30, 2022 the Company recorded compensation expense for this certain service provider in the amount of $22 . f. In May and June 2022, the Compensation Committee authorized the Company to grant warrants to purchase up to 70,000 , and 175,000 shares of the Company’s common stock which shall vest over 12 months and 24 months period, respectively, to certain consultants of the Company, at a purchase price of $6.45 and $7.20 , respectively. During the six-month ended June 30, 2022, the Company recorded compensation expense for those certain service providers in the amount of $53 . g. On June 8, 2022, the Compensation Committee authorized the Company to redeem 17,957 shares of restricted stock held by a certain officer, in compliance with Rule 16b-3 promulgated by the SEC, The redemption is part of previously granted 91,652 and 20,000 shares of restricted stock granted in January and July 2021, in exchange for the aggregate redemption price equal to the withholding tax obligation in the amount of $170 . h. During the six-month ended June 30, 2022 , certain series A Convertible Preferred Stockholders converted 1,130 shares of various classes of the Company’s A Convertible Preferred stock into 277,687 shares of Common Stock. NOTE 9: - STOCKHOLDERS' EQUITY (Cont.) i. During the six-month ended June 30, 2022, 61,730 shares of the Company’s common stock were issued as dividend to certain Series A Convertible Preferred stockholders upon conversion of such shares. j. Stock based compensation: On January 23, 2012, the Company’s Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) was adopted by the Board of Directors of the Company and approved by a majority of the Company’s stockholders, under which options to purchase shares of the Company’s common stock have been reserved. Under the 2012 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. The 2012 Plan has expired. On October 14, 2020, the Company’s stockholders approved the 2020 Plan and the immediate reservation of 900,000 shares under the 2020 Plan for the remainder of the 2020 fiscal year. Under the 2020 Plan, options to purchase shares of the Company’s common stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. In January 2022, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 1,339,624 shares, from 2,528,890 to 3,868,514. On April 23, 2022, the Company released 56,788 holdback shares of the Company’s common stock to certain employee of the Company. The holdback release was part of a separation agreement with the employee, pursuant to which the Company waived the lock-up period. NOTE 9: - STOCKHOLDERS' EQUITY (Cont.) Transactions related to the grant of options to employees, directors, and non-employees under the above plans during the six-months period ended June 30, 2022, were as follows: Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 1,878,168 18.13 6.96 3,861 Options granted 719,050 7.14 — — Options exercised — — — Options expired (78,692) 17.47 — — Options forfeited (209,098) 13.91 — — Options outstanding at end of period 2,309,428 15.12 7.39 253 Options vested and expected to vest at end of period 2,149,618 15.23 7.35 245 Exercisable at end of period 842,507 20.07 5.54 206 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last day of the first quarter of 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2022. This amount is impacted by the changes in the fair market value of the Common Stock. Transactions related to the grant of restricted shares to employees, directors, and non-employees under the above plans during the six-months period ended June 30, 2022, were as follows: Number of Restricted shares Restricted shares outstanding at beginning of period 1,094,627 Restricted shares granted 2,322,548 Restricted shares forfeited (62,172) Restricted shares outstanding at end of period 3,355,003 As of June 30, 2022, the total amount of unrecognized stock-based compensation expense was approximately $32,966 which will be recognized over a weighted average period of 1.3 years. NOTE 9: - STOCKHOLDERS' EQUITY (Cont.) The following table presents the assumptions used to estimate the fair values of the options granted to employees, directors, and non-employees in the period presented: Three months ended June 30, 2022 2021 Volatility 91.42 - 92.04 % 95.84 - 95.84 % Risk-free interest rate 2.89 - 3.00 % 0.01 - 0.01 % Dividend yield - - % - - % Expected life (years) 5.81 - 6.00 5.81 - 5.81 The total compensation cost related to all of the Company’s stock-based awards recognized during the six-month period ended June 30, 2022, and 2021 was comprised as follows: Six months ended June 30, 2022 2021 Unaudited Cost of revenues $ 48 $ 37 Research and development 2,048 1,064 Sales and marketing 3,132 2,204 General and administrative 3,744 6,595 Total stock-based compensation expenses $ 8,972 $ 9,900 |
FINANCIAL EXPENSES (INCOME), NE
FINANCIAL EXPENSES (INCOME), NET | 6 Months Ended |
Jun. 30, 2022 | |
FINANCIAL EXPENSES (INCOME), NET | |
FINANCIAL EXPENSES (INCOME), NET | NOTE 10: - FINANCIAL EXPENSES (INCOME), NET Six months ended June 30, 2022 2021 Unaudited Bank charges $ 45 $ 56 Foreign currency adjustments expenses, net 138 369 Interest income (21) (24) Loan Interest Expenses 181 — Revaluation of long-term loan (9) — Revaluation of warrant liability (342) — Debt issuance cost 724 — Total Financial expenses (income), net $ 716 $ 401 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER COMMON STOCK | 6 Months Ended |
Jun. 30, 2022 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | NOTE 11: - BASIC AND DILUTED NET LOSS PER COMMON STOCK Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding during the period, plus potential dilutive shares (deriving from options, RSUs, and convertible notes) considered outstanding during the period, in accordance with ASC 260-10, as determined under the if-converted method. The total number of potential shares of common stock related to the outstanding options, warrant and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 7,198,771 and 5,746,978 for the six months ended June 30, 2022, and 2021, respectively. The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share : Six months ended June 30, 2022 2021 Unaudited Net loss attributable to common stock shareholders used in computing basic net loss per share $ 31,267 $ 28,608 Weighted average number of common stock used in computing basic loss per share 21,925,089 15,460,758 Basic net loss per common stock $ 1.43 $ 1.85 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12: - SUBSEQUENT EVENTS a. On July 13, 2022, the Company’s Compensation Committee of the Board of Directors approved the grant of 131,000 restricted shares of the Company’s common stock to employees and consultants. The shares vest over a period of three years commencing on the respective grant dates. The Compensation Committee also approved the grant of options to purchase up to 94,000 shares of the Company’s common stock to employees and a consultant of the Company, at exercise prices between $6.12 and $6.24 per share. The options vest over a three-year period commencing on the respective grant dates and have a ten-year term. The restricted shares and the options were issued under the 2020 Plan. b. In July and August 2022, the Company issued a total of 5,622 restricted shares of the Company’s common stock to a certain service provider. These issuances were made under the compensation committee approval, dated April 2020. c. On August 4, 2022, the Company and a National Health Plan entered into that certain Amendment No. 1 to Master Service Agreement (the “Amendment”), amending that certain Master Service Agreement dated as of October 1, 2021, between the parties (the “MSA”). The MSA, as amended, provides a framework for the Company’s provision of services to the National Health Plan and its affiliates. Concurrently with the Amendment and pursuant to the MSA, on August 4, 2022, the Company and the National Health Plan entered into that certain Statement of Work No. 1 (the “SOW”), pursuant to which the Company will deliver and implement a customized, white-labeled instance of the Company’s web- and app-based digital behavioral health navigation platform. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements as of June 30, 2022, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and |
Use of estimates | Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. |
Short-term restricted bank deposits | b. Short-term restricted bank deposits: The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: June 30, June 30, 2022 2021 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 67,949 $ 63,865 Short-term restricted bank deposits, as reported on the balance sheets 125 195 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 68,074 $ 64,060 |
Business and Asset Acquisitions | c. Business and Asset Acquisitions When the Company acquires a business, the purchase price is allocated to the tangible and identifiable intangible assets, net of liabilities assumed. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related costs are capitalized as part of the asset or assets acquired. |
Recently issued accounting pronouncements, not yet adopted: | d. Recently issued accounting pronouncements, not yet adopted: 1. In September 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for the fiscal years beginning after December 15, 2019, including the interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the SEC) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including the interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements. 2. In August 2020, the FASB issued ASU 2020-06 (“ASU 2020-06”), which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (a) convertible debt with a cash conversion feature and (b) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. ASU 2020-06 also requires that the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or share. This amendment removes current guidance that allows an entity to rebut this presumption if it has a history or policy of cash settlement. Furthermore, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. 3. In October 2021, the FASB issued ASU 2021-08, which requires companies to apply Accounting Standards Codification 606 (“ASC 606”) to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in Accounting Standards Codification 805 (“ASC 805”). requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. For the Company, the guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2021-08 on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances | June 30, June 30, 2022 2021 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 67,949 $ 63,865 Short-term restricted bank deposits, as reported on the balance sheets 125 195 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 68,074 $ 64,060 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Physimax Technologies Ltd. | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to intangible assets acquired under Asset Acquisition agreement | Amortization period (Years) Technology $ 1,817 3 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INVENTORIES | |
Schedule of inventories | June 30, December 31, 2022 2021 Unaudited Raw materials $ 1,222 $ 714 Finished products 7,125 5,514 $ 8,347 $ 6,228 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
REVENUES. | |
Schedule of aggregate revenue | The following tables represent the Company’s total revenues for the three and six months ended June 30, 2022, and 2021 disaggregated by revenue source: Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Unaudited Unaudited Commercial $ 2,847 $ 129 $ 7,396 $ 182 Consumers 3,336 5,132 6,846 8,674 $ 6,183 $ 5,261 $ 14,242 $ 8,856 |
Schedule of significant changes in deferred revenue | Balance, beginning of the period $ 1,195 New performance obligations 3,187 Reclassification to revenue as a result of satisfying performance obligations (3,383) Balance, end of the period $ 999 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial instruments measured at fair value on a recurring basis | June 30, 2022 Unaudited Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Financial commitment asset (“FCA”) $ 607 $ — $ — $ 607 Total Financial Assets $ 607 $ — $ — $ 607 Financial Liabilities: Earn out liability $ 1,764 $ — $ — $ 1,764 Long Term Loan 23,061 — — 23,061 Warrant liability 1,588 — — 1,588 Total Financial Liabilities $ 26,413 $ — $ — $ 26,413 December 31, 2021 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Liabilities: Earn out liability $ 825 $ — $ — $ 825 Total Financial Liabilities $ 825 $ — $ — $ 825 |
Summary of change in fair value of liabilities | Long-Term Loan Balance as of January 1, 2022 $ — Issuance of Loan 23,070 Change in fair value (9) Balance as of June 30, 2022 $ 23,061 Warrant Liability Balance as of January 1, 2022 $ — Issuance of warrant liability 1,930 Change in fair value (342) Balance as of June 30, 2022 $ 1,588 FCA Balance as of January 1, 2022 $ — FCA 607 Change in fair value — Balance as of June 30, 2022 $ 607 |
Earn Out Liability [Member] | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | June 30, December 31, 2022 2021 Expected Term (in years) 0.59 1.08 Expected Volatility 32.1% 32.1% Beta 45% 45% Debt Rate 3.18% 0.82% |
Warrant Liability | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | June 9, June 30, 2022 2022 Stock price $ 7.45 $ 6.14 Exercise price 6.62 6.62 Expected term (in years) 7.00 6.94 Volatility 148.8% 148.5% Dividend rate - - Risk-free interest rate 3.13% 3.16% |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY | |
Schedule of Stock option activity | Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 1,878,168 18.13 6.96 3,861 Options granted 719,050 7.14 — — Options exercised — — — Options expired (78,692) 17.47 — — Options forfeited (209,098) 13.91 — — Options outstanding at end of period 2,309,428 15.12 7.39 253 Options vested and expected to vest at end of period 2,149,618 15.23 7.35 245 Exercisable at end of period 842,507 20.07 5.54 206 |
Schedule of Restricted Stock option activity | Transactions related to the grant of restricted shares to employees, directors, and non-employees under the above plans during the six-months period ended June 30, 2022, were as follows: Number of Restricted shares Restricted shares outstanding at beginning of period 1,094,627 Restricted shares granted 2,322,548 Restricted shares forfeited (62,172) Restricted shares outstanding at end of period 3,355,003 |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | Three months ended June 30, 2022 2021 Volatility 91.42 - 92.04 % 95.84 - 95.84 % Risk-free interest rate 2.89 - 3.00 % 0.01 - 0.01 % Dividend yield - - % - - % Expected life (years) 5.81 - 6.00 5.81 - 5.81 |
Schedule of Compensation cost | The total compensation cost related to all of the Company’s stock-based awards recognized during the six-month period ended June 30, 2022, and 2021 was comprised as follows: Six months ended June 30, 2022 2021 Unaudited Cost of revenues $ 48 $ 37 Research and development 2,048 1,064 Sales and marketing 3,132 2,204 General and administrative 3,744 6,595 Total stock-based compensation expenses $ 8,972 $ 9,900 |
FINANCIAL EXPENSES (INCOME), _2
FINANCIAL EXPENSES (INCOME), NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
FINANCIAL EXPENSES (INCOME), NET | |
Schedule of financial expenses (income), net | Six months ended June 30, 2022 2021 Unaudited Bank charges $ 45 $ 56 Foreign currency adjustments expenses, net 138 369 Interest income (21) (24) Loan Interest Expenses 181 — Revaluation of long-term loan (9) — Revaluation of warrant liability (342) — Debt issuance cost 724 — Total Financial expenses (income), net $ 716 $ 401 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER COMMON STOCK (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | |
Schedule of Companies Basic and Diluted Net Loss Per Ordinary Share | Six months ended June 30, 2022 2021 Unaudited Net loss attributable to common stock shareholders used in computing basic net loss per share $ 31,267 $ 28,608 Weighted average number of common stock used in computing basic loss per share 21,925,089 15,460,758 Basic net loss per common stock $ 1.43 $ 1.85 |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | |||||
Number of reporting units | item | 1 | ||||
Number of operating segment | segment | 1 | ||||
Operating Income (Loss) | $ 17,355 | $ 18,003 | $ 33,227 | $ 32,330 | |
Net Cash Provided by (Used in) Operating Activities | 29,209 | 22,838 | |||
Cash, and cash equivalents as reported on the balance sheets | $ 67,949 | $ 63,865 | $ 67,949 | $ 63,865 | $ 35,808 |
Revenue | Customer Concentration | Major customer | |||||
Class of Stock [Line Items] | |||||
Concentration Risk, Percentage | 32% | 42% | |||
Accounts Receivable | Customer Concentration | Major customer | |||||
Class of Stock [Line Items] | |||||
Concentration Risk, Percentage | 63.70% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash, and cash equivalents as reported on the balance sheets | $ 67,949 | $ 35,808 | $ 63,865 | |
Short-term restricted bank deposits, as reported on the balance sheets | 125 | 195 | ||
Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows | $ 68,074 | $ 35,948 | $ 64,060 | $ 28,725 |
ACQUISITIONS - Technology Purch
ACQUISITIONS - Technology Purchase of Physimax Technologies Ltd. (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Asset Acquisition [Line Items] | ||||
Intangible assets, net | $ 12,460 | $ 12,190 | ||
Physimax Technologies Ltd. | ||||
Asset Acquisition [Line Items] | ||||
Effective acquisition date | Mar. 31, 2022 | |||
Issuance of common stock for Asset acquisition | 256,660 | |||
Cash payment made | $ 500 | $ 400 | ||
Total consideration transferred | 1,686 | |||
Acquisition related costs | $ 131 | |||
Equity issued, fair value | $ 1,186 | |||
Physimax Technologies Ltd. | Technology | ||||
Asset Acquisition [Line Items] | ||||
Intangible assets, net | $ 1,817 | |||
Amortization period | 3 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
INVENTORIES | ||
Raw materials | $ 1,222 | $ 714 |
Finished products | 7,125 | 5,514 |
Inventory, Net | $ 8,347 | $ 6,228 |
INVENTORIES - Additional inform
INVENTORIES - Additional information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
INVENTORIES | ||
Inventory Write-down | $ 22 | $ 73 |
REVENUES - Total revenues (Deta
REVENUES - Total revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | $ 6,183 | $ 5,261 | $ 14,242 | $ 8,856 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||||
Remaining performance obligation period | 6 months | 6 months | ||
Development Services Per Exclusive Agreement | ||||
Revenues | $ 1,975 | |||
Development Services Per Exclusive Agreement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||||
Performance obligation | 2,025 | $ 2,025 | ||
Commercial | ||||
Revenues | 2,847 | 129 | 7,396 | 182 |
Consumers | ||||
Revenues | $ 3,336 | $ 5,132 | $ 6,846 | $ 8,674 |
REVENUES - Deferred revenue (De
REVENUES - Deferred revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Balance, beginning of the period | $ 1,195 | ||||
New performance obligations | $ 3,187 | 3,187 | |||
Reclassification to revenue as a result of satisfying performance obligations | (3,383) | ||||
Balance, end of the period | 999 | $ 999 | |||
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false] | true | ||||
Revenues | $ 6,183 | $ 5,261 | $ 14,242 | $ 8,856 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | |||||
Remaining performance obligation period | 6 months | 6 months | |||
Scenario, Plan [Member] | |||||
Revenues | $ 30,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | 6 Months Ended | ||||
Jul. 07, 2022 USD ($) | Jul. 06, 2022 USD ($) | Jun. 09, 2022 USD ($) | Jun. 07, 2021 shares | Jun. 30, 2022 USD ($) | |
Financial Liabilities: | |||||
Term of debt | 5 years | ||||
Loan Facility | $ 50,000 | ||||
Initial Commitment Amount | 25,000 | ||||
Amount available subject to certain revenue requirements | 25,000 | ||||
Fair value of warrants | $ 1,930 | ||||
Earn-out payable, shares | shares | 237,076 | ||||
Reduction in earnout threshold of revenue | $ 3,000 | $ 5,000 | |||
Remeasurement of earn-out | $ (939) | ||||
Senior Secured Credit Facility | |||||
Financial Liabilities: | |||||
Term of debt | 5 years | ||||
Loan Facility | $ 50,000 | ||||
Initial Commitment Amount | 25,000 | ||||
Amount available subject to certain revenue requirements | $ 25,000 | ||||
Commitment pee percentage | 50% | ||||
Commitment fee | $ 607 | ||||
SOFR | |||||
Financial Liabilities: | |||||
Variable interest rate (as a percent) | 9.50% | ||||
Discount rate | |||||
Financial Liabilities: | |||||
Loan commitment measurement input | 0.156 | ||||
Long term loan measurement input | 0.156 | ||||
Internal rate of return | |||||
Financial Liabilities: | |||||
Long term loan measurement input | 0.156 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
FAIR VALUE MEASUREMENTS | ||
Financial Assets | $ 607 | |
Financial Liabilities | 26,413 | $ 825 |
Earn out liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 1,764 | 825 |
Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 23,061 | |
Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 1,588 | |
Loan commitment | ||
FAIR VALUE MEASUREMENTS | ||
Financial Assets | 607 | |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Financial Assets | 607 | |
Financial Liabilities | 26,413 | 825 |
Level 3 | Earn out liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 1,764 | $ 825 |
Level 3 | Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 23,061 | |
Level 3 | Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 1,588 | |
Level 3 | Loan commitment | ||
FAIR VALUE MEASUREMENTS | ||
Financial Assets | $ 607 |
FAIR VALUE MEASUREMENTS - Signi
FAIR VALUE MEASUREMENTS - Significant unobservable inputs (Details) - Monte-Carlo simulation valuation technique - Level 3 | Jun. 30, 2022 Y $ / shares USD ($) | Jun. 09, 2022 $ / shares Y | Dec. 31, 2021 USD ($) Y |
Stock price | |||
FAIR VALUE MEASUREMENTS | |||
Warrant liability | $ / shares | 6.14 | 7.45 | |
Exercise price | |||
FAIR VALUE MEASUREMENTS | |||
Warrant liability | $ / shares | 6.62 | 6.62 | |
Expected Term (in years) | |||
FAIR VALUE MEASUREMENTS | |||
Earn out Liability | Y | 0.59 | 1.08 | |
Warrant liability | Y | 6.94 | 7 | |
Volatility | |||
FAIR VALUE MEASUREMENTS | |||
Earn out Liability | $ | 0.321 | 0.321 | |
Warrant liability | 1.485 | 1.488 | |
Risk-free interest rate | |||
FAIR VALUE MEASUREMENTS | |||
Warrant liability | 0.0316 | 0.0313 | |
Beta | |||
FAIR VALUE MEASUREMENTS | |||
Earn out Liability | 0.45 | 0.45 | |
Debt Rate | |||
FAIR VALUE MEASUREMENTS | |||
Earn out Liability | 0.0318 | 0.0082 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Loan commitment | |
Assets | |
FCA | $ 607 |
Ending Balance | 607 |
Warrant Liability | |
Liabilities | |
Issuance | 1,930 |
Change in fair value | (342) |
Ending Balance | 1,588 |
Long Term Loan | |
Liabilities | |
Issuance | 23,070 |
Change in fair value | (9) |
Ending Balance | $ 23,061 |
LONG TERM DEBT - Narratives (De
LONG TERM DEBT - Narratives (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 09, 2022 USD ($) item $ / shares shares | Jun. 30, 2022 USD ($) | |
LONG TERM DEBT | ||
Term of debt | 5 years | |
Loan Facility | $ 50,000 | |
Initial Commitment Amount | 25,000 | |
Amount available subject to certain revenue requirements | $ 25,000 | |
Warrant to purchase shares | shares | 226,586 | |
Warrants purchase price | $ / shares | $ 6.62 | |
Term of warrant | 7 years | |
Additional warrant outstanding term | 7 years | |
Delayed Draw Commitment Amount (as a percent) | 6% | |
Number of days volume weighted average price | item | 10 | |
Remeasurement income | $ 351 | |
Maximum | ||
LONG TERM DEBT | ||
Warrants purchase price | $ / shares | $ 4 | |
Senior Secured Credit Facility | ||
LONG TERM DEBT | ||
Term of debt | 5 years | |
Loan Facility | $ 50,000 | |
Initial Commitment Amount | 25,000 | |
Amount available subject to certain revenue requirements | $ 25,000 | |
Interest rate (as a percent) | 9.50% | |
Senior Secured Credit Facility | One Month TENOR | ||
LONG TERM DEBT | ||
Variable interest rate (as a percent) | 0.50% | |
Senior Secured Credit Facility | Minimum | ||
LONG TERM DEBT | ||
Interest rate (as a percent) | 5% | |
Unrestricted cash and cash equivalents to be maintained | $ 10,000 | |
Senior Secured Credit Facility | Maximum | ||
LONG TERM DEBT | ||
Amount available subject to certain revenue requirements | $ 25,000 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES - Additional information (Details) - Physimax Technologies Ltd. $ in Thousands | Jun. 30, 2022 USD ($) |
Operating Leased Assets [Line Items] | |
Percentage of royalties payable on sales of products and other revenues | 3% |
Maximum percentage of royalty payable on grants received | 100% |
Amount of royalty payable | $ 0 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Jun. 08, 2022 | Apr. 23, 2022 | Feb. 28, 2022 | Oct. 14, 2020 | Jan. 23, 2012 | Jun. 30, 2022 | May 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 09, 2022 | Jan. 31, 2022 | Jan. 04, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | |
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 719,050 | |||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Warrants purchase price | $ 6.62 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 633 | |||||||||||||||||||
Unrecognized compensation | $ 32,966 | $ 32,966 | $ 32,966 | |||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 18 days | |||||||||||||||||||
Exercise of options | $ 55 | $ 201 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants purchase price | $ 4 | |||||||||||||||||||
2012 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares exercised from each option grant | 1 | |||||||||||||||||||
2020 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares exercised from each option grant | 1 | |||||||||||||||||||
Shares reservation for future issuance | 900,000 | 3,868,514 | 2,528,890 | |||||||||||||||||
Increase in shares reservation for future issuance | 1,339,624 | |||||||||||||||||||
Series A Convertible Preferred stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares converted | 1,130 | |||||||||||||||||||
Common stock were issued as dividend | 61,730 | |||||||||||||||||||
Pre-funded warrants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock issued in exchange for warrants | 81,233 | |||||||||||||||||||
Warrants to purchase common stock | 81,221 | |||||||||||||||||||
Warrants outstanding | 1,769,794 | 1,769,794 | 1,769,794 | |||||||||||||||||
Common Stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,754 | 5,579 | ||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 23,365 | 316,052 | 64,369 | 802,061 | ||||||||||||||||
Exercise of options (In Shares) | 6,772 | 33,773 | ||||||||||||||||||
Common Stock | Series A Convertible Preferred stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 277,687 | |||||||||||||||||||
Stock options | 2020 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||
Private placement | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 4,674,454 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 7.49 | |||||||||||||||||||
Gross Proceeds From Private Placement | $ 40,000 | |||||||||||||||||||
Net proceeds from Private Placement, net of issuance expenses | $ 38,023 | |||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||||||||||||
Private placement | Pre-funded warrants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 667,559 | |||||||||||||||||||
Employees [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 56,788 | |||||||||||||||||||
Board Of Directors, Officers And Employees [Member] | 2020 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Expected life (years) | 10 years | |||||||||||||||||||
Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 400,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 25 | |||||||||||||||||||
Consultants | 2020 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 24,191 | 24,191 | 24,191 | |||||||||||||||||
Certain Officer [Member] | Restricted Stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Restricted shares redeemed (in shares) | 17,957 | |||||||||||||||||||
Withholding tax obligation | $ 170 | |||||||||||||||||||
Certain Officer [Member] | Restricted stock, one | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Restricted shares issued (in shares) | 91,652 | |||||||||||||||||||
Certain Officer [Member] | Restricted stock, two | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Restricted shares issued (in shares) | 20,000 | |||||||||||||||||||
Officers, employees and consultants | 2020 Plan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercise price of options, minimum | $ 5.46 | |||||||||||||||||||
Exercise price of options, maximum | $ 8.10 | |||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||
Restricted shares issued (in shares) | 1,018,550 | |||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 719,050 | 719,050 | 719,050 | |||||||||||||||||
Warrants exercise price of $25.00 | Certain service providers [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrant compensation expense for service provider | $ 863 | |||||||||||||||||||
Warrants exercise price of $23.30 and $16.06 | Certain service providers [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrant compensation expense for service provider | 22 | |||||||||||||||||||
Warrants exercise price of $23.30 | Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 30,000 | |||||||||||||||||||
Warrants purchase price | $ 23.30 | |||||||||||||||||||
Warrants exercise price of $16.06 | Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 83,948 | |||||||||||||||||||
Warrants purchase price | $ 16.06 | |||||||||||||||||||
Warrants 35,000 Grouping [Member] | Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 35,000 | |||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||
Warrants 48,948 Grouping [Member] | Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 48,948 | |||||||||||||||||||
Warrants exercise price of $6.45 and $7.20 | Certain service providers [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrant compensation expense for service provider | $ 53 | |||||||||||||||||||
Warrants exercise price of $6.45 | Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 70,000 | |||||||||||||||||||
Vesting period | 12 months | |||||||||||||||||||
Warrants purchase price | $ 6.45 | |||||||||||||||||||
Warrants exercise price of $7.20 | Consultants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 175,000 | 175,000 | 175,000 | |||||||||||||||||
Vesting period | 24 months | |||||||||||||||||||
Warrants purchase price | $ 7.20 | $ 7.20 | $ 7.20 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of period, Number of options | 1,878,168 | |
Options granted, Number of options | 719,050 | |
Options expired, Number of options | (78,692) | |
Options forfeited, Number of options | (209,098) | |
Options outstanding at end of period, Number of options | 2,309,428 | 1,878,168 |
Options vested and expected to vest at end of period, Number of options | 2,149,618 | |
Exercisable at end of period, Number of options | 842,507 | |
Options outstanding at beginning of period, Weighted average exercise price | $ 18.13 | |
Options granted, Weighted average exercise price | 7.14 | |
Options expired, Weighted average exercise price | 17.47 | |
Options forfeited, Weighted average exercise price | 13.91 | |
Options outstanding at end of period, Weighted average exercise price | 15.12 | $ 18.13 |
Options vested and expected to vest at end of period, Weighted average exercise price | 15.23 | |
Exercisable at end of period, Weighted average exercise price | $ 20.07 | |
Options outstanding at, Weighted Average remaining contractual life | 7 years 4 months 20 days | 6 years 11 months 15 days |
Options vested and expected to vest at end of period, Weighted Average remaining contractual life | 7 years 4 months 6 days | |
Exercisable at end of year, Weighted Average remaining contractual life | 5 years 6 months 14 days | |
Options outstanding at beginning of period, Aggregate Intrinsic value | $ 3,861 | |
Options outstanding at end of period, Aggregate Intrinsic value | 253 | $ 3,861 |
Options vested and expected to vest at end of period, Aggregate Intrinsic value | 245 | |
Exercisable at end of period, Aggregate Intrinsic value | $ 206 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted shares (Details) - Restricted Stock | 6 Months Ended |
Jun. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares outstanding at beginning of period | 1,094,627 |
Restricted shares granted | 2,322,548 |
Restricted shares forfeited | (62,172) |
Restricted shares outstanding at end of period | 3,355,003 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) - Employees, Directors And Non-Employee [Member] | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 91.42% | 95.84% |
Volatility, Maximum | 92.04% | 95.84% |
Risk-free interest rate, Minimum | 2.89% | 0.01% |
Risk-free interest rate, Maximum | 3% | 0.01% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 9 months 21 days | 5 years 9 months 21 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years | 5 years 9 months 21 days |
STOCKHOLDERS' EQUITY - Compensa
STOCKHOLDERS' EQUITY - Compensation cost (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 8,972 | $ 9,900 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 48 | 37 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 2,048 | 1,064 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 3,132 | 2,204 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 3,744 | $ 6,595 |
FINANCIAL EXPENSES (INCOME), _3
FINANCIAL EXPENSES (INCOME), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
FINANCIAL EXPENSES (INCOME), NET | ||||
Bank Charges | $ 45 | $ 56 | ||
Foreign currency adjustments expenses, net | 138 | 369 | ||
Interest income | (21) | (24) | ||
Loan Interest Expenses | 181 | |||
Debt issuance cost | 724 | |||
Revaluation of long-term loan | (9) | |||
Revaluation of warrant liability | (342) | |||
Total Financial expense (income), net | $ 672 | $ (238) | $ 716 | $ 401 |
BASIC AND DILUTED NET LOSS PE_3
BASIC AND DILUTED NET LOSS PER COMMON STOCK - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | ||||
Net loss attributable to common stock shareholders used in computing basic net loss per share | $ 31,267 | $ 28,608 | ||
Weighted average number of common stock used in computing basic loss per share | 22,426,019 | 15,691,359 | 21,925,089 | 15,460,758 |
Basic net loss per common stock | $ 0.74 | $ 0.99 | $ 1.43 | $ 1.85 |
Number of potential common shares | 7,198,771 | 5,746,978 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 2 Months Ended | 6 Months Ended | ||
Jul. 13, 2022 | Apr. 23, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Options granted, Number of options | 719,050 | |||
Options granted, Weighted average exercise price | $ 7.14 | |||
Employees | ||||
Subsequent Event [Line Items] | ||||
Options granted, Number of options | 56,788 | |||
Subsequent Event | Certain service providers [Member] | ||||
Subsequent Event [Line Items] | ||||
Restricted shares granted | $ 5,622 | |||
2020 Plan | Subsequent Event | Employees and consultants | ||||
Subsequent Event [Line Items] | ||||
Restricted shares granted | $ 131,000 | |||
Vesting period | 3 years | |||
Stock options | 2020 Plan | ||||
Subsequent Event [Line Items] | ||||
Vesting period | 3 years | |||
Stock options | 2020 Plan | Subsequent Event | Employees and consultants | ||||
Subsequent Event [Line Items] | ||||
Vesting period | 3 years | |||
Options granted, Number of options | 94,000 | |||
Term of option | 10 years | |||
Stock options | Minimum | 2020 Plan | Subsequent Event | Employees and consultants | ||||
Subsequent Event [Line Items] | ||||
Options granted, Weighted average exercise price | $ 6.12 | |||
Stock options | Maximum | 2020 Plan | Subsequent Event | Employees and consultants | ||||
Subsequent Event [Line Items] | ||||
Options granted, Weighted average exercise price | $ 6.24 |