Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 4 770-6377 | ||
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 Public Float | $ 131,540,173 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 25,871,889 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 1281 | ||
Auditor Name | KOST FORER GABBAY & KASIERER | ||
Auditor Location | Tel-Aviv, Israel |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 49,357 | $ 35,808 |
Short-term restricted bank deposits | 165 | 192 |
Trade receivables | 6,416 | 1,310 |
Inventories | 7,956 | 6,228 |
Other accounts receivable and prepaid expenses | 1,630 | 2,067 |
Total current assets | 65,524 | 45,605 |
NON-CURRENT ASSETS: | ||
Deposits | 6 | 20 |
Operating lease right of use assets | 1,206 | 287 |
Long-term assets | 111 | 57 |
Property and equipment, net | 788 | 702 |
Intangible assets, net | 9,916 | 12,460 |
Goodwill | 41,640 | 41,640 |
Total non-current assets | 53,667 | 55,166 |
Total assets | 119,191 | 100,771 |
CURRENT LIABILITIES: | ||
Trade payables | 2,322 | 5,109 |
Deferred revenues | 1,320 | 1,195 |
Operating lease liabilities | 293 | 266 |
Other accounts payable and accrued expenses | 6,592 | 7,806 |
Loan, current | 8,823 | 0 |
Total current liabilities | 19,350 | 14,376 |
NON-CURRENT LIABILITIES | ||
Operating lease liabilities | 827 | 21 |
Earn out liability | 0 | 825 |
Long-term loan | 18,105 | 0 |
Warrant liability | 910 | 0 |
Total non-current liabilities | 19,842 | 846 |
STOCKHOLDERS' EQUITY | ||
Common stock of $0.0001 par value - Authorized: 160,000,000 shares at December 31, 2022 and December 31, 2021; Issued and Outstanding: 25,724,470 and 16,573,420 shares at December 31, 2022 and December 31, 2021, respectively | 3 | 2 |
Preferred stock of $0.0001 par value - Authorized: 5,000,000 shares at December 31, 2022 and December 31, 2021; Issued and Outstanding: 3,567 and 11,927 shares at December 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 365,846 | 307,561 |
Accumulated deficit | (285,850) | (222,014) |
Total stockholders' equity | 79,999 | 85,549 |
Total liabilities and stockholders' equity | $ 119,191 | $ 100,771 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 25,724,470 | |
Common stock, shares, outstanding | 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 | 11,927 | |
Preferred stock, shares outstanding | 3,567 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 27,656 | $ 20,513 |
Total cost of revenues | 18,001 | 16,550 |
Gross profit | 9,655 | 3,963 |
Operating expenses: | ||
Research and development | 19,649 | 17,219 |
Sales and marketing | 30,323 | 39,706 |
General and administrative | 16,493 | 23,532 |
Total operating expenses | 66,465 | 80,457 |
Operating loss | 56,810 | 76,494 |
Total financial expenses, net | 5,379 | 235 |
Loss before taxes | 62,189 | 76,729 |
Income Tax | 4 | 32 |
Net loss | 62,193 | 76,761 |
Other comprehensive loss: | ||
Deemed dividend | 1,643 | 2,005 |
Net loss attributable to shareholders | $ 63,836 | $ 78,766 |
Net loss per share: | ||
Basic net loss per share | $ 2.54 | $ 4.07 |
Diluted net loss per share | $ 2.54 | $ 4.07 |
Weighted average number of Common Stock used in computing basic net loss per share | 23,635,038 | 16,591,718 |
Weighted average number of Common Stock used in computing diluted net loss per share | 23,635,038 | 16,591,718 |
Services | ||
Total revenues | $ 17,859 | $ 2,085 |
Total cost of revenues | 5,324 | 338 |
Hardware and consumable products | ||
Total revenues | 9,797 | 18,428 |
Total cost of revenues | 8,320 | 12,106 |
Amortization of acquired intangible assets | ||
Total cost of revenues | $ 4,357 | $ 4,106 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Total |
Balance at Dec. 31, 2020 | $ 171,399 | $ (143,248) | $ 28,151 | ||
Balance (in shares) at Dec. 31, 2020 | 8,119,493 | 15,823 | |||
Payment for executives and directors under Stock for Salary Program | 152 | 152 | |||
Payment for executives and directors under Stock for Salary Program (in shares) | 10,934 | ||||
Exercise of options | 256 | $ 256 | |||
Exercise of options (In Shares) | 40,545 | 40,545 | |||
Exercise of placement agent warrants (in shares) | 111,061 | ||||
Exercise of Warrants | 633 | $ 633 | |||
Exercise of Warrants (in shares) | 219,992 | ||||
Issuance of common stock to directors and employees | 303 | 303 | |||
Issuance of common stock to directors and employees (in shares) | 18,885 | ||||
Issuance of common stock to consultants and service provider | 4,626 | 4,626 | |||
Issuance of common stock to consultants and service provider (in shares) | 342,947 | ||||
Conversion of preferred stock to common stock (in shares) | 918,237 | (3,896) | |||
Deemed dividend related to issuance of preferred stock | 2,005 | (2,005) | |||
Issuance of warrants to service providers | 6,817 | 6,817 | |||
Stock-based compensation | 13,073 | 13,073 | |||
Stock-based compensation (in shares) | 1,094,627 | ||||
Issuance of common stock, net of issuance cost | $ 1 | 64,876 | 64,877 | ||
Issuance of common stock, net of issuance cost (in shares) | 3,278,688 | ||||
Issuance of common stock upon acquisition | $ 1 | 43,421 | 43,422 | ||
Issuance of common stock upon acquisition (in shares) | 2,418,011 | ||||
Net loss | (76,761) | (76,761) | |||
Balance at Dec. 31, 2021 | $ 2 | 307,561 | (222,014) | 85,549 | |
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 | 190 | 190 | |||
Issuance of common stock to directors and employees (in shares) | 29,755 | ||||
Issuance of common stock to consultants and service provider | 377 | 377 | |||
Issuance of common stock to consultants and service provider (in shares) | 62,926 | ||||
Conversion of preferred stock to common stock (in shares) | 2,778,450 | (8,360) | |||
Deemed dividend related to issuance of preferred stock | 1,643 | (1,643) | |||
Issuance of warrants to service providers | 3,105 | 3,105 | |||
Stock-based compensation | 13,303 | 13,303 | |||
Stock-based compensation (in shares) | 1,131,102 | ||||
Issuance of common stock, net of issuance cost | $ 1 | 38,287 | 38,288 | ||
Issuance of common stock, net of issuance cost (in shares) | 4,747,761 | ||||
Issuance of common stock upon acquisition | 1,186 | 1,186 | |||
Issuance of common stock upon acquisition (in shares) | 378,492 | ||||
Earnout resolution | 328 | 328 | |||
Net loss | (62,193) | (62,193) | |||
Repurchase and retirement of common stock | (134) | (134) | |||
Repurchase and retirement of common stock (in shares) | (58,657) | ||||
Balance at Dec. 31, 2022 | $ 3 | $ 365,846 | $ (285,850) | $ 79,999 | |
Balance (in shares) at Dec. 31, 2022 | 25,724,470 | 3,567 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (62,193) | $ (76,761) |
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 | 16,975 | 24,971 |
Depreciation | 356 | 282 |
Change in operating lease right of use assets | (919) | 211 |
Amortization of acquired intangible assets | 4,361 | 4,175 |
Increase in trade receivables | (5,106) | (351) |
Decrease (Increase) in other accounts receivable, prepaid expense and long-term assets | (3) | (16) |
Increase in inventories | (1,728) | (2,230) |
Increase (decrease) in trade payables | (2,787) | 1,080 |
Decrease in other accounts payable and accrued expenses | (1,314) | (865) |
Increase (decrease) in deferred revenues | 125 | (157) |
Change in operating lease liabilities | 833 | (245) |
Remeasurement of earn-out | (497) | (503) |
Non-Cash financial expenses | 4,052 | |
Net cash used in operating activities | (47,845) | (50,409) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (442) | (261) |
Investment in a loan | (400) | |
Purchase of intangible assets | (131) | |
Net cash used in investing activities | (573) | (8,134) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and prefunded warrants (net of issuance costs) | 38,288 | 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 | 61,940 | 65,766 |
Increase in cash, cash equivalents and restricted cash and cash equivalents | 13,522 | 7,223 |
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 | 49,470 | 35,948 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest on long-term loan | 1,876 | |
Non-cash activities: | ||
Right-of-use assets obtained in exchange for lease liabilities | 1,269 | |
Earn-out extinguishment as part of WayForward acquisition | $ 328 | |
WayForward | ||
Cash flows from investing activities: | ||
Cash paid as part of acquisition | (4,997) | |
Upright Technologies Limited [Member] | ||
Cash flows from investing activities: | ||
Cash paid as part of acquisition | $ (2,476) |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
GENERAL | |
GENERAL | NOTE 1:- GENERAL a. DarioHealth Corp. (the “Company”) was incorporated in Delaware and commenced operations on August 11, 2011. DarioHealth is a Global Digital Therapeutics (DTx) company delivering personalized evidence-based interventions that are driven by precision data analytics, software, and personalized coaching, DarioHealth has developed an approach with the intent to empower 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 has 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. 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. See note 4. d. On May 15, 2021, the Company entered into an agreement and plan of merger (the “Agreement and Plan of Merger”) pursuant to which the Company, through its fully owned subsidiary WF Merger Sub, Inc. (“Merger Sub”) merged with PsyInnovations Inc. (“WayForward”), pursuant to which the Merger Sub was the surviving company. PsyInnovations Inc. (dba WayForward) is a mental health company who develops the WayForward behavioral digital health platform with artificial intelligence (AI) enabled screening to triage and navigate members to specific interventions, digital cognitive behavioral therapy (CBT), self-directed care, expert coaching and access to in-person and telehealth provider visits. See note 4. e. Under Accounting Standard Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. NOTE 1:- GENERAL (Cont.) Evaluation of Substantial Doubt Raised In performing the first step of the evaluation, the Company concluded that the following conditions raised substantial doubt about its ability to continue as a going concern: - History of net losses of $62,193 and $76,761 for the years ended December 31, 2022, and 2021, respectively. - Net operating cash outflow of $47,845 and $50,409 in 2022 and 2021, respectively. - Significant cash payments for interest on our Loan Facility (as hereinafter defined) of $1,876 in 2022 and significant cash payments for interest and principal of $8,823 expected in 2023. - A requirement that the Company maintain a minimum of $10,000 in liquidity, at all times, to not be in default of the Loan Facility. If the Company will be in default of the Loan Facility, the lender could require the immediate payment of all the outstanding loan amount. Consideration of Management’s Plans In performing the second step of this assessment, the Company is required to evaluate whether it is probable that the Company’s plans will be effectively implemented within one year after the financial statements are issued and whether it is probable those plans will alleviate the substantial doubt raised about the Company’s ability to continue as a going concern. As of December 31, 2022, the Company had $49,357 in available cash and cash equivalents. The Company has approved a plan, to improve its available cash balances, liquidity and cash flows generated from operations. The Company is prepared to implement the following actions as required by business and market conditions : reducing non-essential expenses to conserve cash and improve its liquidity position, deferral and reprioritization of certain research and development programs that would involve reduced program spend and total compensation reductions for senior executives to strengthen liquidity and to preserve key research and development, commercial and functional roles. Management Assessment of Ability to Continue as a Going Concern The Company has a history of operating losses and negative cash flows from operations. However, despite these conditions, the Company believes management’s plans, as described more fully above, will provide sufficient liquidity to meet its financial obligations and maintain levels of liquidity as specifically required under the Loan Facility. Therefore, management concluded these plans alleviate the substantial doubt that was raised about the Company’s ability to continue as a going concern for at least twelve months from the date that the consolidated financial statements were issued. NOTE 1:- GENERAL (Cont.) Future Plans and Considerations Although not considered for purposes of the Company’s assessment of whether substantial doubt was alleviated, the Company has plans to improve operating cash flows by entering into strategic partnerships with other companies that can provide access to additional customers and new markets. The Company may also seek to raise additional funds through the issuance of debt and/or equity securities or otherwise. The Company’s plans are subject to inherent risks and uncertainties. Accordingly, there can be no assurance that the Company’s plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. Until such time, if ever, that the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financings, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or debt securities, the ownership interest of its stockholders will be diluted. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. f. In December 2015, the United States Food and Drug Administration granted LabStyle 510(k) clearance for the Dario Blood Glucose Monitoring System, including its components, the Dario Blood Glucose Meter, Dario Blood Glucose Test Strips, Dario Glucose Control Solutions and the Dario app on the Apple iOS 6.1 platform and higher. g. On March 4, 2016, the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock were approved for listing on the Nasdaq Capital Market under the symbols “DRIO” and “DRIOW,” respectively. Our listed warrants expired in March 2021 and ceased trading on the Nasdaq Capital Market as a result. h. The Company has been carefully monitoring the COVID-19 pandemic and its impact on its business. In that regard, the Company has continued to sell its Dario TM Blood Sugar Monitor and has not experienced disruptions in its supply chains. With respect to the Company’s DTx platform, it has observed that some of its business-to-business prospective partners have been addressing their business needs as a result of the COVID-19 pandemic, which has resulted in a slowdown of negotiations and discussions with some of these potential partners. In addition, the Company has also seen an increase in interest from other business-to-business prospective partners in its DTx platform, as certain parties are seeking tele-health products. While the Company is not able at this time to estimate future impacts of the COVID-19 pandemic on its financial and operational results, such impacts could be material. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”). a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting policies and estimates are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements including other accounts receivable and prepaid expenses and other accounts payable and accrued expenses, and the reported amounts of revenue, cost of revenues and operational expenses during the reporting period. Actual results could differ from those estimates. b. Financial statements in U.S. dollars (“$,” “dollar” or “dollars”): The functional currency of the Company and its subsidiaries is the U.S dollar. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of LabStyle and Upright expenses is denominated in New Israeli Shekels c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. d. Segment information: Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company defines the term “chief operating decision maker” to be its Chief Executive Officer. The Company’s Chief Executive Officer reviews the financial information presented on consolidated e. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) f. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 0.61% and 0.01% as of December 31, 2022 and 2021, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2022, and 2021, the Company had a short-term restricted bank deposit which are used as collateral for rent in the amount of $113 and $127, respectively. As of December 31, 2022, and 2021, the Company had short-term restricted bank deposits which are used as collateral for credit payments in amounts of $52 and $65, respectively. 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: December 31, 2022 2021 Cash, and cash equivalents as reported on the balance sheets $ 49,357 $ 35,808 Short-term restricted bank deposits, as reported on the balance sheets $ 113 $ 140 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 49,470 $ 35,948 g. Inventories: Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues and ramp up of manufacturing when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2022, and 2021 amounted to $88 and $73, respectively. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) h. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or i. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2022, and 2021, no impairment was recorded. j. Revenue recognition The Company recognizes revenue in accordance with ASC 606, revenue from contracts with customers, when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. Consumers revenue The Company considers customer and distributers purchase orders to be the contracts with a customer. For each contract, the Company considers the promise to transfer tangible products and\or services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments to determine the net consideration to which the Company expects to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. The revenues from fixed-price services are recognized ratably over the contract period and the costs associated with these contracts are recognized as incurred. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Commercial revenue The Company provide a mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Including live clinical coaching, content, automated journeys, hardware, and lifestyle Coaching, currently supporting diabetes, prediabetes and obesity, hypertension, behavioral health (BH) and musculoskeletal health (MSK). At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. These solutions integrate access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and is considered a single continuous service comprised of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). These services are consumed as they are received, and the Company recognizes revenue each month using the variable consideration allocation. Revenue is recognized either on a per engaged member per month (PEMPM) or a per employee per month (PEPM) basis. Contracts typically have a duration of more than one year. Certain of the Company’s contracts include client performance guarantees and a portion of the fees in those contracts are subject to performance-based metrics such as clinical outcomes or minimum member utilization rate. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Refund to a customer that results from performance levels that were not met by the end of the measurement period The Company has also entered into contracts (Note 6) with a preferred partner and a health plan provider in which the Company provides data license, development and implementation services. k. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, hosting services, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of costs to fulfill a contract and inventory write-downs. l. Concentrations of credit risk: For trade receivables, the Company performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined with respect to those specific amounts that the Company has determined to be doubtful of collection. 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 December 31, 2022, the Company's major customer accounted for 80.9% of the Company's accounts receivable balance. The Company's major customer accounted for 39.8%, for the year ended December 31, 2022, of the Company's revenue in the relevant period. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) m. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of December 31, 2022, and 2021 a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was recorded. n. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. o. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) p. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment, and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The Company's Loan Facility, warrants liability and earn-out liability were measured at fair value using Level 3 unobservable inputs (see note 4b) until the resolution NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) q. Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. r. Basic and diluted net loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Convertible Preferred shares to be participating securities as the holders of the Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Convertible Preferred shares into shares of Common Stock. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive. The total number of potential common shares 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 5,744,428 and 6,812,285 for the year ended December 31, 2022 and 2021, respectively. s. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2022 and 2021 amounted to $1,136 and $870, respectively. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The Company has a 401(k) defined contribution plan covering certain employees in the U.S. All eligible employees may elect to contribute up to 92%, but generally not greater than $21 per year (for certain employees over 50 years of age the maximum contribution is $27 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. t. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2022 and 2021, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. u. Leases: Lessee accounting: The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of the lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. See also Note 9. v. Business combination and asset acquisitions: The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired brand from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The Company accounts for a transaction as an asset 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 direct costs are capitalized as part of the asset or assets acquired. w. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other" ("ASC 350"), goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit would exceed its estimated fair value, the Company would have recognized an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which was adopted as of January 1, 2020. For the years ended December 31, 2022 and 2021, no impairment of goodwill has been recorded. x. Recently issued accounting pronouncements, not yet adopted: 1. In September 2016, the Financial Accounting Standards Board (the "FASB") issued ASU 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 fiscal years beginning after December 15, 2019, including 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 U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company does not expect this standard to have a material effect on its consolidated financial statements. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) 2. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) 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 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 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 15 December 2022 and interim periods within those fiscal years. The Company does not expect this standard to have a material effect on its consolidated financial statements. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2022 2021 Prepaid expenses $ 908 $ 1,591 Costs to fulfill a contract 483 — Government authorities 239 76 Loan receivables — 400 $ 1,630 $ 2,067 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 4:- ACQUISITIONS 2022 Acquisition 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 valued at $1,186, a cash payment of $500, of which $400 was paid during the fourth quarter of 2021, and the remaining during the second quarter of 2022, The total consideration transferred in the acquisition of Physimax Technology was $1,686. In addition, the Company incurred acquisition-related costs in an amount of $131. NOTE 4:- ACQUISITIONS (Cont.) Purchase allocation: Under asset acquisition accounting principles, the total purchase price was allocated to Physimax Technology as set forth below. Amortization period (Years) Technology $ 1,817 3 Prior Year Acquisitions Acquisition of Upright On February The consideration Goodwill is primarily attributable to expected synergies arising from technology integration and expanded product availability to the Company’s existing and new customers. Goodwill is not deductible for income tax purpose. In addition, the Company incurred acquisition-related costs in a total amount of $378. Acquisition-related costs include legal and accounting services which were included in general and administrative expenses in the Consolidated Statements of Comprehensive loss. Purchase price allocation: Under accounting principles, the total purchase price was allocated to Upright’s net tangible and intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimate of fair values at the date of acquisition as follows: Amortization period (Years) Tangible assets acquired (including cash of $544) $ 1,405 Inventory 2,845 Liabilities assumed (6,001) Net liabilities assumed (1,751) Technology 9,599 4 Goodwill 25,730 Infinite Total purchase price $ 33,578 NOTE 4:- ACQUISITIONS (Cont.) Acquisition of WayForward On June 7, 2021, the Company through the Merger Sub, completed the acquisition of WayForward through the merger of WayForward into Merger Sub, which changed its name to PsyInnovations, Inc. The acquisition was accounted for as a business combination. The consideration transferred included The fair value, as of the closing date, of the earn-out consideration was $1,328 and was included as part of the consideration transferred. Since the earn-out arrangement is not indexed to the Company's own stock, the earn-out arrangement was accounted for as a liability, subsequently measured at fair value through earnings until resolution. Goodwill is primarily attributable to expected synergies arising from technology integration and expanded product availability to the Company’s existing and new customers. Goodwill is not deductible for income tax purpose. As of December 31, 2022, the earnout conditions have been satisfied. Pursuant to the settlement agreement, the Company remeasured the earn-out liability measured at fair value through earnings until the resolution date. The Company is to issue 76,856 shares of Common Stock with a fair value of $328 as of December 31, 2022. For the year ended December 31, 2022, the Company recorded remeasurement income in the amount of $497. In addition, the Company incurred acquisition-related costs in a total amount of $502 acquisition-related costs which include legal and accounting acquisition-related costs include legal and accounting services which were included in general and administrative expenses in the Consolidated Statements of Comprehensive loss. Purchase price : Under combination accounting principles, the total purchase price was allocated to WayForward’s net tangible and intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The allocation Amortization period (years) Tangible assets acquired (including cash of $139) $ 349 Liabilities assumed (1,076) Net liabilities assumed (727) Technology 5,520 4 Brand 376 3 Goodwill 15,910 Infinite Total purchase price $ 21,079 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
INVENTORIES | |
INVENTORIES | NOTE 5:- INVENTORIES Inventory consists of the following: December 31, 2022 2021 Raw materials $ 1,346 $ 714 Finished products 6,610 5,514 $ 7,956 $ 6,228 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2022 | |
REVENUES. | |
REVENUES | NOTE 6: - The Company is operating Agreement with Preferred Partner On February 28, 2022, the The aggregate consideration under the contract is up to $30 million over the initial term of the Exclusive Agreement, consisting of (i) an upfront payment, (ii) payments for development services per development plan 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. Since the contract consideration includes variable consideration, as of December 31, 2022, the Company excluded the variable payments from the transaction price since it is not probable that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty associated with the variable consideration is resolved. During 2022, the first development plan was approved and completed. The Company concluded that the first development plan should be accounted for as a separate contract. As such, for the year ended December 31, 2022, the Company recognized $4,000 revenues for the completion of the first development plan. On December 13, 2022, the second development plan was approved. The Company concluded that the second development plan should be accounted for as a separate contract which includes development services performance obligations, satisfied over time, based on labor hours. As such, for the year ended December 31, 2022, the Company recognized $1,506 revenues with respect to the second development plan, with additional revenues from the second development plan of $2,494 expected . NOTE 6: - REVENUES (Cont.) Agreement with National Health Plan On October 1, 2021, the Company entered into a Master Service Agreement (“MSA”) and into a SOW ("October SOW") with a national health plan (“Health Plan”). Pursuant to the October SOW, the Company will provide the Health Plan access to web and app-based platform, for behavioral health. The Company has concluded that the Contract contained a single performance obligation – to provide access to the Company's platform. The consideration in the Contract was based entirely on customer usage. On The Company concluded (i) Digital Behavioral Health Navigation Platform Implementation. This performance obligation includes configuration and implementation of the platform. (ii) Enhancements to the Digital Behavioral Health Navigation Platform. This performance obligation includes adding additional features and capabilities to the Platform. The August SOW includes As of December 31, 2022, the Company has recognized revenues of $1,778 with additional revenues of $872 expected Revenue Source: The following tables represent the Company total revenues for the year ended December 31, 2022 and 2021 disaggregated by revenue source: December 31, 2022 2021 Commercial $ 16,377 $ 851 Consumers 11,279 19,662 $ 27,656 $ 20,513 NOTE 6: - Deferred Revenue The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers prior to the satisfaction of the Company's performance obligations. 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. The following table presents the significant changes in the deferred revenue balance during the year ended December 31, 2022: Balance, beginning of the period $ 1,195 New performance obligations 27,781 Reclassification to revenue as a result of satisfying performance obligations (27,656) Balance, end of the period $ 1,320 Costs to fulfill a contract The Company defer costs incurred to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy our performance obligation under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed as we satisfy our performance obligations and recorded in cost of revenue. Costs to fulfill a contract are recorded to other accounts receivable and prepaid expenses and long term assets. Costs to fulfill a contract consist of (1) deferred hardware cost incurred in connection with delivery of services that are deferred. (2) deferred costs incurred, related to future performance obligations which are capitalized. Costs to fulfill a contract as of December 31, 2022, consisted of the following: December 31, 2022 Costs to fulfill a contract, current $ 483 Costs to fulfill a contract, noncurrent 41 Total Costs to fulfill a contract $ 524 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 7:- FAIR VALUE MEASUREMENTS 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. 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: Year ended December 31, 2022 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Liabilities: Long Term Loan 26,928 — — 26,928 Warrant liability 910 — — 910 Total Financial Liabilities $ 27,838 $ — $ — $ 27,838 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-year senior secured credit facility in an aggregate principal amount of up to $50 million (the “Loan Facility” or “Loan”), of which $25 million was made available on the Closing Date (the “Initial Commitment Amount” or "First Tranche") and up to $25 million may be made available on or prior to June 30, 2023, subject to certain revenue requirements (the “Delayed Draw Commitment Amount” or “Second Tranche”). On June 9, 2022, the Company closed on the Initial Commitment Amount, less certain fees and expenses payable to or on behalf of the Lender. The FCA instrument was recognized in connection with the Delayed Draw Commitment Amount (Note 8). The fair value of the FCA is estimated by the Company at each reporting date, 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 As of December 31, 2022, the Company will not be eligible to the Delayed Draw Commitment Amount. Based on that, the fair value of the FCA was de-recognized. NOTE 7:- FAIR VALUE MEASUREMENTS (Cont.) Loan Facility The fair value of the Loan Facility is recognized in connection with the Company’s Credit Agreement with respect to the Initial Commitment Amount only (Note 8). 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 and current liabilities (Maturity Date - June 9, 2027) on the consolidated balance sheets, is estimated by the Company at each reporting date 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 $910 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%. The fair value of the Loan, as of December 31, 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. 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 8). 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 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, December 31, 2022 2022 Stock price $ 7.45 $ 4.28 Exercise price 6.62 6.62 Expected term (in years) 7.00 6.44 Volatility 148.8% 148.1% Dividend rate - - Risk-free interest rate 3.13% 4.05% NOTE 7:- FAIR VALUE MEASUREMENTS (Cont.) The following tables present the summary of the changes in the fair value of our Level 3 financial instruments: Year ended December 31, 2022 Long-Term Loan Warrant Liability FCA Balance as of January 1, 2022 $ — $ — $ — Issuance 23,070 1,930 — Initial measurement of the FCA — — 607 Change in fair value 3,858 (1,020) (607) Balance as of December 31, 2022 $ 26,928 $ 910 $ 0 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 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. 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. As of December 31, 2022, the earnout conditions have been satisfied. As a result, the Company will issue 76,856 shares of Common Stock with fair value of $328. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
LONG TERM DEBT | |
LONG TERM DEBT | NOTE 8:- DEBT Loan Facility On June 9, 2022 the Company entered into the Credit Agreement with the Lender. The Credit Agreement provides for a five-year senior secured credit facility in an aggregate principal amount of up to $50 million, of which $25 million, representing the Initial Commitment Amount, was made available on the closing date and up to $25 million, representing the Delayed Draw Commitment Amount, may be made available on or prior to June 30, 2023, subject to certain revenue requirements. On June 9, 2022, the Company closed on the Initial Commitment Amount, less certain fees and expenses payable to or on behalf of the Lender. 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”). The Credit Agreement contains a revenue covenant effective to the maturity date, of which if 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. 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. NOTE 8: - DEBT (Cont.) 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. 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. 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. NOTE 8: - DEBT (Cont.) During the year ended December 31, 2022, the Company recognized $2,838 of remeasurement expenses related to the Initial Commitment Amount, which were included as part of financial expenses (income) in the Company's statements comprehensive loss. During the year ended December 31, 2022, the Company did not recognize any instrument specific credit risk fair value adjustment. Pursuant to the terms of the Credit Agreement the Company started repayment of the outstanding principal amount of the initial commitment Amount of $25 million issued as part of the Loan Facility, together with a repayment premium and other fees in monthly installments of up to $518 beginning as of January 31, 2023, and continuing through the maturity date, or June 9, 2027. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | NOTE 9:- LEASES The Company has entered into various non-cancelable operating lease agreements for certain of its offices and car leases. The Company's leases have original lease periods expiring between 2021 and 2023. Many leases include one or more options to renew. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants, the Company elected the practical expedient for short term leases. The components of lease costs, lease term and discount rate are as follows: Twelve Months Ended December 31, 2022 Lease cost Operating lease cost $ 333 Short term lease cost 314 Variable lease cost 15 Total lease cost $ 662 Weighted Average Remaining Lease Term Operating leases 4.62 years Weighted Average Discount Rate Operating leases 6.26 % NOTE 9:- LEASES The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2022: Operating Leases 2023 $ 303 2024 287 2025 250 2026 230 2027 231 Total undiscounted cash flows 1,301 Less imputed interest (181) Present value of lease liabilities $ 1,120 Supplemental cash flow information related to leases are as follows: Year ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 333 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 150 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | NOTE 10:- PROPERTY AND EQUIPMENT, NET Composition of assets, grouped by major classification, is as follows: December 31, 2022 2021 Cost: Computers and peripheral equipment $ 944 $ 805 Office furniture and equipment 154 161 Production lines 988 812 Leasehold improvement 141 150 2,227 1,928 Accumulated depreciation: Computers and peripheral equipment 534 460 Office furniture and equipment 60 57 Production lines 773 647 Leasehold improvement 72 62 1,439 1,226 Property and equipment, net $ 788 $ 702 Depreciation expenses for the year ended December 31, 2022 and 2021 amounted to $356 and $282, respectively. During the year ended , the Company recorded a decrease of computers equipment amounted to $143 . |
OTHER INTANGIBLE ASSETS, Net
OTHER INTANGIBLE ASSETS, Net | 12 Months Ended |
Dec. 31, 2022 | |
OTHER INTANGIBLE ASSETS, Net | |
OTHER INTANGIBLE ASSETS, Net | NOTE 11:- OTHER INTANGIBLE ASSETS , a. Definite-lived other intangible assets: Year ended Weighted December 31, Average 2022 2021 Remaining Life Original amounts: Technology $ 16,936 $ 15,119 2.2 Brand 376 376 1.4 17,312 15,495 Accumulated amortization: Technology 7,199 2,964 Brand 197 71 7,396 3,035 Other intangible assets, net $ 9,916 $ 12,460 b. Amortization expense amounted to $4,361 and $3,035 for the year ended December 31, 2022 and 2021, respectively. c. Estimated amortization expense: For the year ended December 31, 2023 $ 4,512 2024 4,452 2025 952 $ 9,916 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL. | |
GOODWILL | NOTE 12:- GOODWILL Following the Company's acquisitions in 2021 as described in Note 4, the changes in the carrying amount of goodwill for the year ended December 31, 2022 and 2021 are as follows: December 31, 2022 As of December 31, 2020 $ — Additions 41,640 As of December 31, 2021 41,640 Additions — As of December 31, 2022 $ 41,640 |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 13:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 2021 Employees and payroll accruals $ 4,407 $ 3,408 Accrued expenses 2,185 4,398 $ 6,592 $ 7,806 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 14:- COMMITMENTS AND CONTINGENT LIABILITIES 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. Royalties The company has a liability to pay future royalties to the Israeli Innovation Authority (the “IIA”) for participated in programs sponsored by , During the Year ended the company recorded IIA royalties related to the acquisition of Physimax Technology in amount of $120. |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
LONG-LIVED ASSETS | |
LONG-LIVED ASSETS | NOTE 15:- LONG-LIVED ASSETS As of December 31, 2022, substantially all of the Company long live assets are located in Israel. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2022 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 16:- TAXES ON INCOME The Company and its subsidiaries are separately taxed under the domestic tax laws of the country of incorporation of each entity. Tax Reform On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was signed into law. The TCJA makes broad and complex changes to the Internal Revenue Code of 1986 (the “Code”) that may impact the Company’s provision for income taxes. The changes include, but are not limited to: ● Decreasing the corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017 (“Rate Reduction”); ● The Deemed Repatriation Transition Tax; and ● Taxation of Global Intangible Low-Taxed Income (“GILTI”) earned by foreign subsidiaries beginning after December 31, 2017. The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. NOTE 16:- TAXES ON INCOME (Cont.) Net Operating Losses- Before the TCJA, taxable losses generated in the U.S. were able to be carried back for two years or carried forward for 20 years to offset prior/future year taxable income. TCJA changes the rule, and allows losses generated after 2017 (i.e. starting in 2018) to be carried forward indefinitely, but only to offset 80% of future year income. Carryback losses are no longer allowed. In response to the COVID-19 pandemic, the U.S. passed the Coronavirus Aid, Relief, and Economic Security Act (CARES) in March 2020. The CARES Act changed the treatment of net operating losses (“NOLS”) generated in tax years 2018, 2019 and 2020. Losses generated in these years are able to be carried backward for 5 years, and carried forward indefinitely, without the 80% limitation. Tax rates applicable to Labstyle and Upright: The Corporate tax rate in Israel in 2021 and 2022 was 23%. Net operating loss carryforward: Labstyle has accumulated net operating losses for Israeli income tax purposes as of December 31, 2022, in the amount of approximately $150,228. The net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2022, the Company and WayForward had a U.S. federal net operating loss carryforward of approximately $45,427 and $8,084, of which $7,120 and $371, respectively, were generated from tax years 2011-2017 and can be carried forward and offset against taxable income and that expires during the years 2031 to 2037. Under Sections 382 and 383 of the IRC, utilization of the U.S. loss carryforward may be subject to substantial annual limitation due to the “change in ownership” provisions of the Code and similar state provisions. The annual limitations may result in the expiration of losses before utilization. Since the Company has not yet utilized the losses to offset income, no study has been performed to assess the potential limitations, but when relevant, a study will be performed. The remaining NOLs of the Company and WayForward are approximately $38,307 and $7,713, were generated in years 2018-2022, and are subject to the TCJA, which modified the rules regarding utilization of NOLs. NOLs generated after December 31, 2017, can only be used to offset 80% of taxable income with an indefinite carryforward period for unused carryforwards (i.e., they should not expire). Utilization of the federal and state net operating losses and credits may be subject to a substantial annual limitation due to an additional ownership change. The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event, the Company has a change of ownership, utilization of the carryforwards could be restricted. As discussed above, under the CARES Act, the losses from 2018-2022 are excluded from the limitation and can be carried forward indefinitely to offset 100% of future net income. NOTE 16:- TAXES ON INCOME (Cont.) Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss and capital losses carry forward $ 45,790 $ 39,328 Temporary differences - Research and development expenses 4,058 2,654 Temporary differences - Accrued employees costs 366 320 Temporary differences - Stock-based compensation 3,734 1,426 Temporary differences - Credit Facility 723 — Temporary differences - Intangible Assets 65 — Temporary differences - Lease 253 — Deferred tax assets: 54,989 43,728 Less: Valuation allowance (52,504) (41,520) Deferred tax assets 2,485 2,208 Deferred tax liability: Temporary differences - Intangible Assets (2,208) (2,208) Temporary differences - Lease (277) — Deferred tax liability (2,485) (2,208) Net deferred tax asset $ — $ — The deferred tax balances included in the consolidated financial statements as of December 31, 2022, are calculated according to the tax rates that were in effect as of the reporting date and do not take into account the potential effects of the changes in the tax rate. The net change in the total valuation allowance for the year ended December 31, 2022, was an increase of $10,984 NOTE 16:- TAXES ON INCOME (Cont.) a. Loss before taxes on income consists of the following: Year ended December 31, 2022 2021 Domestic $ 22,902 $ 21,065 Foreign 39,287 55,664 $ 62,189 $ 76,729 b. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 17:- STOCKHOLDERS’ EQUITY a. The holders of Common Stock have the right to one vote for each share of Common Stock held of record by such holder with respect to all matters on which holders of Common Stock are entitled to vote, to receive dividends as they may be declared at the discretion of the Company’s Board of Directors and to participate in the balance of the Company’s assets remaining after liquidation, dissolution or winding up, ratably in proportion to the number of shares of Common Stock held by them after giving effect to any rights of holders of preferred stock. Except for contractual rights of certain investors, the holders of Common Stock have no pre-emptive or similar rights and are not subject to redemption rights and carry no subscription or conversion rights. b. On April 3, 2015, the Company’s Board of Directors approved stock for salary program pursuant to which the Company will issue compensation shares of restricted Common Stock (“Compensation Shares”) to directors, officers, and employees of the Company as consideration for a reduction in or waiver of cash salary, bonus or fees owed to such individuals. The waiver of cash salary will be done upon the average closing price of the Common Stock for the 30 trading days prior to the date the Compensation Shares are granted or as otherwise defined by the Compensation Committee of the Board of Directors. In April 2020, the Compensation Committee of the Board of Directors approved a monthly grant of shares of the Company’s Common Stock equal to $18.00 of restricted shares to certain service providers per month, to be granted monthly during the period that the certain consulting agreement remains in effect. During the years ended December 31, 2022 and 2021, a total of 32,926 and 16,126 restricted unregistered shares of Common Stock, respectively, were issued to certain service providers under this approval. During the year ended December 31, 2022 In April 2020, the Audit and Compensation Committee of the Board of Directors approved monthly grants of 1,500 shares of the Company’s Common Stock, of which 639 shares were issued to a board member under the 2012 Plan, and 861 restricted shares to certain service providers to be granted monthly during the 12-month period that the certain consulting agreement with said service providers is in effect. During the year ended December 31, 2021, a total of 4,500 shares of Common Stock were issued under the said approval of which 1,857 shares were issued to a board member and 2,643 shares were issued to certain service providers under the 2012 and 2020 Plans. The Company recorded compensation expense for service providers in the amount of $21. During the year ended December 31, 2021, the Company’s Compensation Committee of the Board of Directors approved an aggregate of 10,934 shares of Common Stock to certain officers and employees of the Company as consideration for a reduction in, or waiver, of cash salary, or fees owed to such individuals and the grant of 5,000 restricted shares of Common Stock to employee. 14,180 shares were issued under the Company’s 2012 Plan and 1,754 shares were issued under the 2020 Plan. During the year ended December 31, 2021, the Board of Directors approved the grant of an aggregate of 18,885 shares of Common Stock, to officers, employees, and consultants of Upright . During the year ended December 31, 2021, the Board of Directors approved the grant of 319,914 NOTE 17:- STOCKHOLDERS’ EQUITY (Cont.) During the year ended December 31, 2021, the Company’s Compensation Committee approved the grant of an aggregate of 1,102,243 restricted shares of Common Stock, subject to time vesting to directors, officers, employees and consultants of the Company. The time vesting restricted shares vest over a period of three years commencing on the respective grant dates. The shares were issued under the 2020 Plan. 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. 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. On December 15, 2022, the Compensation Committee authorized the Company to issue 65,000 shares of which 35,000 shell vest over a three-year period, to certain consultants of the Company. As such, during the year ended December 31, 2022 the Company recorded compensation expense for service providers in the amount of $106. During the year ended December 31, 2022, the Company’s Compensation Committee of the Board of Directors approved the grant of 29,755 shares of the Company’s common stock to employees of the Company, and the grant of 1,233,050 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. c. 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 . As such, during the year ended December 31, 2022 and 2021 the Company recorded compensation a warrant expense for service providers in the amount of $863 and $5,700 , respectively. In April 2021, the Compensation Committee authorized the Company to issue warrants to purchase 30,000 shares of Common Stock, to a certain consultant of the Company, with an exercise price of $30.00 per share, and warrants to purchase 12,500 shares of Common Stock with an exercise price of $18.57 per share. As such, during the year ended December 31, 2021, the Company recorded a warrant compensation expense for service providers in the amount of $387. 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 Common Stock with an exercise price of $16.06 per share. Of these warrants, warrants to purchase 35,000 shares of Common Stock shall vest over a 48-month period and warrants to purchase 48,948 shares of Common Stock are subjected to certain performance terms. As of December 31, 2021, the terms of 3,000 performance-based warrants were met. As such, during the year ended December 31, 2022 In September 2021, the Compensation Committee authorized the Company to issue warrants to purchase 25,000 shares of Common Stock, to certain consultant of the Company, with an exercise price of $13.88 per share. As such, during the year ended December 31, 2021, the Company recorded a warrant compensation expense for service providers in the amount of $194. NOTE 17:- STOCKHOLDERS’ EQUITY (Cont.) In October and December 2021, the Compensation Committee authorized the Company to issue 8,000 shares which shell vest over a six-month period, and warrants to purchase up to 40,000, and 208,000 On January 4, 2022, out of the pre-funded warrants that were issued in May 2019 private placement, 81,233 were exercised on a cashless basis into 81,221 shares of the Company’s common stock. As of December 31, 2022, the Company’s total outstanding prefunded warrants were exercisable into 1,769,794 shares of common stock. 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 year ended December 31, 2022, the Company recorded a warrant compensation expense for service providers in the amount of $375. In December 2022, the Compensation Committee authorized the Company to issue warrants to purchase up to 500,000, shares of Common Stock, to a certain consultant of the Company, at a purchase price of $5.00. As such, during the year ended December 31, 2022 the Company recorded compensation a warrant expense for service providers in the amount of $29. d. In November and December, 2019, the Company entered into subscription agreements (the “Series A, A-1, A-2, A-3 and A-4 Subscription Agreement”) for a sale of an aggregate of 21,375 shares of newly designated Series A, A-1, A-2, A-3 and A-4 Preferred Stock (the “Series A Preferred Stock”), at a purchase price of $1,000 per share (the “Stated Value”), for aggregate gross proceeds, of approximately $21,375 ( $18,689 net of issuance expenses). The initial conversion price for the Series A, A-1, A-2, A-3 and A-4 Preferred Stock was $4.05 , $4.05 , $4.28 , $4.98 and $5.90 , respectively, subject to adjustment in the event of stock splits, stock dividends, and similar transactions). As such, the Company recorded a deemed dividend during 2019 in the amount of $2,860 for the benefit created to the series A-2, A-3 and A-4 holders. The holders of series A Preferred Stock (excluding Series A-1 Preferred Stock, which do not possess any voting rights) shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, Holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class. Upon any liquidation, dissolution or winding-up of the Company, after the satisfaction in full of the debts of the Company and payment of the liquidation preference to the Senior Securities, holders of Series A Preferred Stock shall be entitled to be paid, on a pari passu basis with the payment of any liquidation preference afforded to holders of any Parity Securities, the remaining assets of the Company available for distribution to its stockholders. For these purposes, (i) “Parity Securities” means the Common Stock, Series A Preferred Stock and any other class or series of capital stock of the Company hereinafter created that expressly ranks pari passu with the Series A Preferred Stock; and (ii) “Senior Securities” shall mean any class or series of capital stock of the Company hereafter created which expressly ranks senior to the Parity Securities. Each share of Series A Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations as set forth in the Series A Certificate of Designation into such number of shares of Company’s Common Stock equal to the number of Series A Preferred Shares to be converted, multiplied by the Stated Value, divided by the conversion price in effect at the time of the conversion. NOTE 17:- STOCKHOLDERS’ EQUITY (Cont.) The Series A Preferred Stock was to automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the earliest to occur of (i) upon the approval of the holders at least 50.1% of the outstanding shares of Series A Preferred with respect to the Series A Preferred Stock; or (ii) the 36-month anniversary of each of the Series A Effective Date. The holders of Series A Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such holder on the 12-month anniversary of the Series A Effective Date, (ii) a number of shares of Common Stock equal to fifteen percent (15%) of the number of shares of Common Stock issuable upon conversion of the Series A Preferred then held by such holder on the 24-month anniversary of the Series A Effective Date, and (iii) a number of shares of Common Stock equal to twenty percent (20%) of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock then held by such holder on the 36-month anniversary of the Series A Effective Date. During the year ended December 31, 2022 and 2021, the Company accounted for the dividend as a deemed dividend in a total amount of $1,580 and 2,005, respectively. Pursuant to the Placement Agency Agreement (the “Placement Agency Agreement”) executed by and between the Company and the registered broker dealer retained to act as the Company’s exclusive placement agent (the “Placement Agent”) for the offering of the Series A Preferred Stock, the Company paid the Placement Agent an aggregate cash fee of $1,788, non-accountable expense allowance of $641 and was required to issue to the Placement Agent or its designees warrants to purchase 719,243 shares of Common Stock at an exercise price ranging from $4.05 to $5.90 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period of five years from the date of the final closing of the Series A Preferred Stock Offering. As of December 31, 2022, out of the Placement Agent Warrants that were issued in December 2019 and July 2020, 451,226 were exercised into 333,077 shares of Common Stock. On September 20, 2022, the Board of Directors authorized the Company to enter into an exchange agreement with a certain preferred stockholder to exchange 885 shares of the Company’s Series A-1 Preferred Stock for 308,711 shares of the Company’s common stock. During the nine months ended 30, 2022, the investor exchanged those certain shares. The Company has accounted for the exchange as a modification and recorded the increase in fair value as a deemed dividend in the amount of $62. During the year ended December 31, 2022 and 2021, a total of 1,130 and 3,896 of certain Series A Convertible Preferred Stock, were converted into 339,417 and 918,237 shares of Common Stock, respectively, including issuance of dividend shares. In November and December 2022, 6,345 Series A Preferred Stock automatically converted into 2,130,322 shares of Common Stock after completing 36-month anniversary of each the Series A Preferred Stock. The conversion was including accumulative dividends payable available upon conversion of each Series A Preferred Stock. e. On February 1, 2021, the Company entered into securities purchase agreements with institutional accredited investors relating to an offering with respect to the sale of an aggregate of 3,278,688 shares of Common Stock, at a purchase price of $21.35 per share. The aggregate gross proceeds were approximately $70,000 ( $64,877 , net of issuance expenses). f. During the year ended December 31, 2021, options were exercised into 40,545 shares of Common Stock, with aggregate gross proceeds of approximately $256 . NOTE 17:- STOCKHOLDERS’ EQUITY (Cont.) g. 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). h. On October 22, 2021, the Company entered into an At-The-Market Equity Offering Sales Agreement (the “ATM”), allowing the Company to sell its common stock for aggregate sales proceeds of up to $50,000 from time to time and at various prices, subject to the conditions and limitations set forth in the sales agreement. If shares of the Company’s common stock are sold, there is a three percent fee paid to the sales agent. For the year ended December 31, 2022, the Company received net proceeds of $ 260 from the sale of 73,037 shares of the Company’s common stock. As of December 31, 2022, there were $49,600 remaining funds available under the ATM. i. The table below summarizes the outstanding warrants as of December 31, 202 2 : Warrants outstanding as of Exercise December 31, 2022 price $ Expiration date Consultants 400,000 25.00 February 16, 2024 Consultants 10,000 7.50 April 6, 2024 Consultants 12,500 18.57 April 13, 2024 Consultants 10,000 8.00 June 17, 2024 Consultants 10,000 9.00 September 9, 2024 Consultants 20,000 10.00 November 9, 2024 Consultants 35,000 16.06 December 1, 2024 Consultants 3,000 16.06 December 1, 2024 Placement Agent Warrants A-1 December 2019 233,347 4.05 December 19, 2024 Placement Agent Warrants A-2 December 2019 25,034 4.28 December 19, 2024 Placement Agent Warrants A-3 December 2019 47,527 4.98 December 19, 2024 Placement Agent Warrants A-4 December 2019 5,839 5.90 December 19, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 30,000 30.00 April 1, 2025 Consultants 30,000 23.30 July 1, 2025 Agent warrants B-1 July 31 2020 150,070 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 2,393 7.94 July 31, 2025 Consultants 25,000 13.88 September 26, 2025 Consultants 40,000 25.10 October 1, 2025 Consultants 8,000 13.60 December 31, 2025 Consultants 70,000 6.45 May 19, 2026 Consultants 100,000 13.60 December 31, 2026 Consultants 100,000 13.60 December 31, 2026 Consultants 43,750 7.20 June 8, 2027 Lender of loan facility 226,586 6.62 June 9, 2029 Consultants 13,750 12.00 August 1, 2029 Total outstanding 1,711,796 NOTE 17:- STOCKHOLDERS’ EQUITY (Cont.) During the year ended December 31, 2022 and 2021, certain Company warrant holders have exercised and exchanged Company warrants as detailed here below: During the year ended December 31, 2021, certain Company warrants holders have exercised warrants into 219,992 shares for total proceeds of $633. j. Stock-based compensation: On January 23, 2012, the Company’s 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 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. On February 5, 2020, the Company’s stockholders approved an amendment to the 2012 Plan to increase the number of shares authorized for issuance under the 2012 Plan by 1,350,000 shares, from 618,650 to 1,968,650. On October 14, 2020, the Company’s stockholders approved the 2020 Equity incentive Plan (the “2020 Plan”) and the immediate reservation of 900,000 shares under this Plan for the remainder of the 2020 fiscal year. Under the 2020 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. During 2021 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. k. The following shares, restricted shares and, options were issued under the 2012 Plan during 2021 and 2022: In May 2021, the Compensation Committee of the Board of Directors approved an inducement grant of a non-qualified performance-based In July 2021, the Compensation Committee of the Board of Directors approved the grant of a non-qualified stock option award to purchase 20,000 shares of the Company’s Common Stock outside of the Company’s existing equity incentive plans, pursuant to Nasdaq Listing Rule 5635(c)(4), in connection with the employment of its Special Vice President of Market Access. On November 9, 2021, the Compensation Committee of the Board of Directors approved the grant of a non-qualified stock option award to purchase 140,000 shares of the Company’s Common Stock outside of the Company’s existing equity incentive plans, pursuant to Nasdaq Listing Rule 5635(c)(4), in connection with the employment of a Chief Commercial Officer. NOTE 17:- STOCKHOLDERS’ EQUITY (Cont.) Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 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 1,009,550 6.50 — — Options exercised — — — Options expired (225,568) 18.25 — — Options forfeited (537,848) 15.05 — — Options outstanding at end of period 2,124,302 13.38 6.98 121 Options vested and expected to vest at end of period 1,989,466 13.57 6.93 121 Exercisable at end of period 995,513 17.77 5.19 121 Weighted average grant date fair value of options granted during the year ended December 31, 2022 and 2021 is $4.43 and $13.59, respectively. NOTE 17:- STOCKHOLDERS’ EQUITY (Cont.) 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 fiscal 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 December 31, 2022. This amount is impacted by the changes in the fair market value of the Common Stock Transactions related to restricted shares granted\forfeited during the year ended December 31, 2022 were as follows Number of Restricted shares Restricted shares outstanding at beginning of period 1,094,627 Restricted shares granted 1,233,050 Restricted shares forfeited (119,905) Restricted shares outstanding at end of period 2,207,772 The following table presents the assumptions used to estimate the fair values of the options granted to employees, non-employees and directors in the period presented: Year ended December 31, 2022 2021 Volatility 91.11-92.60 % 93.34-111.82 % Risk-free interest rate 1.89-3.62 % 0.11-1.37 % Dividend yield 0 % 0 % Expected life (years) 5.81-6.00 2.09-5.86 As of December 31, 2022, the total unrecognized estimated compensation cost related to non-vested stock options and restricted shares granted prior to that date was $19,651, which is expected to be recognized over a weighted average period of approximately 1.11 year. The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2022 and 2021 were comprised as follows: Year ended December 31, 2022 2021 Cost of revenues $ 66 $ 97 Research and development 3,608 3,872 Sales and marketing 6,042 6,039 General and administrative 7,259 14,963 Total stock-based compensation expenses $ 16,975 $ 24,971 |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 12 Months Ended |
Dec. 31, 2022 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 18:- SELECTED STATEMENTS OF OPERATIONS DATA Financial losses, net: Year ended December 31, 2022 2021 Bank charges $ 83 $ 84 Foreign currency adjustments expenses, net (243) 195 Interest income (506) (44) Loan Interest Expenses 1,876 — Remeasurement of long-term loan 3,858 — Remeasurement of warrant liability (1,020) — Debt issuance cost 724 — Remeasurement of FCA 607 — Total Financial expenses, net $ 5,379 $ 235 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | NOTE 19: - BASIC AND DILUTED NET LOSS PER COMMON STOCK We compute net loss per share of common stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. The following table sets forth the computation of the Company’s basic and diluted net loss per common stock : Year ended December 31, 2022 2021 Net loss attributable to common stock shareholders used in computing basic net loss per share $ 59,957 $ 67,521 Weighted average number of common stock used in computing basic loss per share 23,635,038 16,591,718 Basic net loss per common stock $ 2.54 $ 4.07 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting policies and estimates are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements including other accounts receivable and prepaid expenses and other accounts payable and accrued expenses, and the reported amounts of revenue, cost of revenues and operational expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars ("$", "dollar" or "dollars") | b. Financial statements in U.S. dollars (“$,” “dollar” or “dollars”): The functional currency of the Company and its subsidiaries is the U.S dollar. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of LabStyle and Upright expenses is denominated in New Israeli Shekels |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. |
Segment information | d. Segment information: Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company defines the term “chief operating decision maker” to be its Chief Executive Officer. The Company’s Chief Executive Officer reviews the financial information presented on consolidated |
Cash and cash equivalents | e. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. |
Short-term restricted bank deposits | f. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 0.61% and 0.01% as of December 31, 2022 and 2021, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2022, and 2021, the Company had a short-term restricted bank deposit which are used as collateral for rent in the amount of $113 and $127, respectively. As of December 31, 2022, and 2021, the Company had short-term restricted bank deposits which are used as collateral for credit payments in amounts of $52 and $65, respectively. 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: December 31, 2022 2021 Cash, and cash equivalents as reported on the balance sheets $ 49,357 $ 35,808 Short-term restricted bank deposits, as reported on the balance sheets $ 113 $ 140 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 49,470 $ 35,948 |
Inventories | g. Inventories: Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues and ramp up of manufacturing when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2022, and 2021 amounted to $88 and $73, respectively. |
Property and equipment | h. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
Impairment of long-lived assets | i. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2022, and 2021, no impairment was recorded. |
Revenue recognition | The Company recognizes revenue in accordance with ASC 606, revenue from contracts with customers, when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. Consumers revenue The Company considers customer and distributers purchase orders to be the contracts with a customer. For each contract, the Company considers the promise to transfer tangible products and\or services, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments to determine the net consideration to which the Company expects to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. The revenues from fixed-price services are recognized ratably over the contract period and the costs associated with these contracts are recognized as incurred. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Commercial revenue The Company provide a mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Including live clinical coaching, content, automated journeys, hardware, and lifestyle Coaching, currently supporting diabetes, prediabetes and obesity, hypertension, behavioral health (BH) and musculoskeletal health (MSK). At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. These solutions integrate access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution. The promises to transfer these goods and services are not separately identifiable and is considered a single continuous service comprised of a series of distinct services that are substantially the same and have the same pattern of transfer (i.e., distinct days of service). These services are consumed as they are received, and the Company recognizes revenue each month using the variable consideration allocation. Revenue is recognized either on a per engaged member per month (PEMPM) or a per employee per month (PEPM) basis. Contracts typically have a duration of more than one year. Certain of the Company’s contracts include client performance guarantees and a portion of the fees in those contracts are subject to performance-based metrics such as clinical outcomes or minimum member utilization rate. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Refund to a customer that results from performance levels that were not met by the end of the measurement period The Company has also entered into contracts (Note 6) with a preferred partner and a health plan provider in which the Company provides data license, development and implementation services. |
Cost of revenues | k. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, hosting services, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of costs to fulfill a contract and inventory write-downs. |
Concentrations of credit risk | l. Concentrations of credit risk: For trade receivables, the Company performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined with respect to those specific amounts that the Company has determined to be doubtful of collection. 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 December 31, 2022, the Company's major customer accounted for 80.9% of the Company's accounts receivable balance. The Company's major customer accounted for 39.8%, for the year ended December 31, 2022, of the Company's revenue in the relevant period. |
Income taxes | m. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of December 31, 2022, and 2021 a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was recorded. |
Research and development costs | n. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. |
Accounting for stock-based compensation | o. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Fair value of financial instruments | p. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment, and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The Company's Loan Facility, warrants liability and earn-out liability were measured at fair value using Level 3 unobservable inputs (see note 4b) until the resolution |
Warrants | q. Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. |
Basic and diluted net loss per share | r. Basic and diluted net loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Convertible Preferred shares to be participating securities as the holders of the Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Convertible Preferred shares into shares of Common Stock. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive. The total number of potential common shares 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 5,744,428 and 6,812,285 for the year ended December 31, 2022 and 2021, respectively. |
Severance pay | s. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2022 and 2021 amounted to $1,136 and $870, respectively. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) The Company has a 401(k) defined contribution plan covering certain employees in the U.S. All eligible employees may elect to contribute up to 92%, but generally not greater than $21 per year (for certain employees over 50 years of age the maximum contribution is $27 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. |
Legal and other contingencies | t. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2022 and 2021, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Leases | u. Leases: Lessee accounting: The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of the lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. See also Note 9. |
Business and Asset Acquisitions | v. Business combination and asset acquisitions: The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired brand from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The Company accounts for a transaction as an asset 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 direct costs are capitalized as part of the asset or assets acquired. |
Goodwill | w. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other" ("ASC 350"), goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit would exceed its estimated fair value, the Company would have recognized an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which was adopted as of January 1, 2020. For the years ended December 31, 2022 and 2021, no impairment of goodwill has been recorded. |
Recently issued accounting pronouncements, not yet adopted: | x. Recently issued accounting pronouncements, not yet adopted: 1. In September 2016, the Financial Accounting Standards Board (the "FASB") issued ASU 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 fiscal years beginning after December 15, 2019, including 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 U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company does not expect this standard to have a material effect on its consolidated financial statements. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) 2. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) 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 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 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 15 December 2022 and interim periods within those fiscal years. The Company does not expect this standard to have a material effect on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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 | 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: December 31, 2022 2021 Cash, and cash equivalents as reported on the balance sheets $ 49,357 $ 35,808 Short-term restricted bank deposits, as reported on the balance sheets $ 113 $ 140 Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows $ 49,470 $ 35,948 |
Schedule of annual rates of depreciation of Property and equipment | % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
Schedule of other accounts receivable and prepaid expenses | December 31, 2022 2021 Prepaid expenses $ 908 $ 1,591 Costs to fulfill a contract 483 — Government authorities 239 76 Loan receivables — 400 $ 1,630 $ 2,067 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Physimax Technologies Ltd. | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | Amortization period (Years) Technology $ 1,817 3 |
Upright Technologies Limited [Member] | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | Amortization period (Years) Tangible assets acquired (including cash of $544) $ 1,405 Inventory 2,845 Liabilities assumed (6,001) Net liabilities assumed (1,751) Technology 9,599 4 Goodwill 25,730 Infinite Total purchase price $ 33,578 |
WayForward | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | Amortization period (years) Tangible assets acquired (including cash of $139) $ 349 Liabilities assumed (1,076) Net liabilities assumed (727) Technology 5,520 4 Brand 376 3 Goodwill 15,910 Infinite Total purchase price $ 21,079 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INVENTORIES | |
Schedule of inventories | December 31, 2022 2021 Raw materials $ 1,346 $ 714 Finished products 6,610 5,514 $ 7,956 $ 6,228 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUES. | |
Schedule of aggregate revenue | December 31, 2022 2021 Commercial $ 16,377 $ 851 Consumers 11,279 19,662 $ 27,656 $ 20,513 |
Schedule of significant changes in deferred revenue | The following table presents the significant changes in the deferred revenue balance during the year ended December 31, 2022: Balance, beginning of the period $ 1,195 New performance obligations 27,781 Reclassification to revenue as a result of satisfying performance obligations (27,656) Balance, end of the period $ 1,320 |
Schedule of deferred costs | December 31, 2022 Costs to fulfill a contract, current $ 483 Costs to fulfill a contract, noncurrent 41 Total Costs to fulfill a contract $ 524 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial instruments measured at fair value on a recurring basis | Year ended December 31, 2022 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Liabilities: Long Term Loan 26,928 — — 26,928 Warrant liability 910 — — 910 Total Financial Liabilities $ 27,838 $ — $ — $ 27,838 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 | Year ended December 31, 2022 Long-Term Loan Warrant Liability FCA Balance as of January 1, 2022 $ — $ — $ — Issuance 23,070 1,930 — Initial measurement of the FCA — — 607 Change in fair value 3,858 (1,020) (607) Balance as of December 31, 2022 $ 26,928 $ 910 $ 0 |
Warrant Liability | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | June 9, December 31, 2022 2022 Stock price $ 7.45 $ 4.28 Exercise price 6.62 6.62 Expected term (in years) 7.00 6.44 Volatility 148.8% 148.1% Dividend rate - - Risk-free interest rate 3.13% 4.05% |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of lease costs lease term and discount rate | The components of lease costs, lease term and discount rate are as follows: Twelve Months Ended December 31, 2022 Lease cost Operating lease cost $ 333 Short term lease cost 314 Variable lease cost 15 Total lease cost $ 662 Weighted Average Remaining Lease Term Operating leases 4.62 years Weighted Average Discount Rate Operating leases 6.26 % |
Schedule of maturities of lease liabilities | The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2022: Operating Leases 2023 $ 303 2024 287 2025 250 2026 230 2027 231 Total undiscounted cash flows 1,301 Less imputed interest (181) Present value of lease liabilities $ 1,120 |
Schedule of supplemental cash flow information | Supplemental cash flow information related to leases are as follows: Year ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 333 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 150 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property, Plant and Equipment | Composition of assets, grouped by major classification, is as follows: December 31, 2022 2021 Cost: Computers and peripheral equipment $ 944 $ 805 Office furniture and equipment 154 161 Production lines 988 812 Leasehold improvement 141 150 2,227 1,928 Accumulated depreciation: Computers and peripheral equipment 534 460 Office furniture and equipment 60 57 Production lines 773 647 Leasehold improvement 72 62 1,439 1,226 Property and equipment, net $ 788 $ 702 |
OTHER INTANGIBLE ASSETS, Net (T
OTHER INTANGIBLE ASSETS, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER INTANGIBLE ASSETS, Net | |
Schedule of definite-lived other intangible assets | a. Definite-lived other intangible assets: Year ended Weighted December 31, Average 2022 2021 Remaining Life Original amounts: Technology $ 16,936 $ 15,119 2.2 Brand 376 376 1.4 17,312 15,495 Accumulated amortization: Technology 7,199 2,964 Brand 197 71 7,396 3,035 Other intangible assets, net $ 9,916 $ 12,460 b. Amortization expense amounted to $4,361 and $3,035 for the year ended December 31, 2022 and 2021, respectively. c. Estimated amortization expense: For the year ended December 31, 2023 $ 4,512 2024 4,452 2025 952 $ 9,916 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL. | |
Schedule of changes in the carrying amount of goodwill | December 31, 2022 As of December 31, 2020 $ — Additions 41,640 As of December 31, 2021 41,640 Additions — As of December 31, 2022 $ 41,640 |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of other accounts payable and accrued expenses | December 31, 2022 2021 Employees and payroll accruals $ 4,407 $ 3,408 Accrued expenses 2,185 4,398 $ 6,592 $ 7,806 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
TAXES ON INCOME | |
Schedule of significant components of the company's deferred tax assets | December 31, 2022 2021 Deferred tax assets: Net operating loss and capital losses carry forward $ 45,790 $ 39,328 Temporary differences - Research and development expenses 4,058 2,654 Temporary differences - Accrued employees costs 366 320 Temporary differences - Stock-based compensation 3,734 1,426 Temporary differences - Credit Facility 723 — Temporary differences - Intangible Assets 65 — Temporary differences - Lease 253 — Deferred tax assets: 54,989 43,728 Less: Valuation allowance (52,504) (41,520) Deferred tax assets 2,485 2,208 Deferred tax liability: Temporary differences - Intangible Assets (2,208) (2,208) Temporary differences - Lease (277) — Deferred tax liability (2,485) (2,208) Net deferred tax asset $ — $ — |
Schedule of loss before taxes on income | Year ended December 31, 2022 2021 Domestic $ 22,902 $ 21,065 Foreign 39,287 55,664 $ 62,189 $ 76,729 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
Schedule of Stockholders' Equity, outstanding Warrants | Warrants outstanding as of Exercise December 31, 2022 price $ Expiration date Consultants 400,000 25.00 February 16, 2024 Consultants 10,000 7.50 April 6, 2024 Consultants 12,500 18.57 April 13, 2024 Consultants 10,000 8.00 June 17, 2024 Consultants 10,000 9.00 September 9, 2024 Consultants 20,000 10.00 November 9, 2024 Consultants 35,000 16.06 December 1, 2024 Consultants 3,000 16.06 December 1, 2024 Placement Agent Warrants A-1 December 2019 233,347 4.05 December 19, 2024 Placement Agent Warrants A-2 December 2019 25,034 4.28 December 19, 2024 Placement Agent Warrants A-3 December 2019 47,527 4.98 December 19, 2024 Placement Agent Warrants A-4 December 2019 5,839 5.90 December 19, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 30,000 30.00 April 1, 2025 Consultants 30,000 23.30 July 1, 2025 Agent warrants B-1 July 31 2020 150,070 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 2,393 7.94 July 31, 2025 Consultants 25,000 13.88 September 26, 2025 Consultants 40,000 25.10 October 1, 2025 Consultants 8,000 13.60 December 31, 2025 Consultants 70,000 6.45 May 19, 2026 Consultants 100,000 13.60 December 31, 2026 Consultants 100,000 13.60 December 31, 2026 Consultants 43,750 7.20 June 8, 2027 Lender of loan facility 226,586 6.62 June 9, 2029 Consultants 13,750 12.00 August 1, 2029 Total outstanding 1,711,796 |
Schedule of Stock option activity | Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 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 1,009,550 6.50 — — Options exercised — — — Options expired (225,568) 18.25 — — Options forfeited (537,848) 15.05 — — Options outstanding at end of period 2,124,302 13.38 6.98 121 Options vested and expected to vest at end of period 1,989,466 13.57 6.93 121 Exercisable at end of period 995,513 17.77 5.19 121 |
Schedule of Restricted Stock option activity | Transactions related to restricted shares granted\forfeited during the year ended December 31, 2022 were as follows Number of Restricted shares Restricted shares outstanding at beginning of period 1,094,627 Restricted shares granted 1,233,050 Restricted shares forfeited (119,905) Restricted shares outstanding at end of period 2,207,772 |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | The following table presents the assumptions used to estimate the fair values of the options granted to employees, non-employees and directors in the period presented: Year ended December 31, 2022 2021 Volatility 91.11-92.60 % 93.34-111.82 % Risk-free interest rate 1.89-3.62 % 0.11-1.37 % Dividend yield 0 % 0 % Expected life (years) 5.81-6.00 2.09-5.86 |
Schedule of Compensation cost | The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2022 and 2021 were comprised as follows: Year ended December 31, 2022 2021 Cost of revenues $ 66 $ 97 Research and development 3,608 3,872 Sales and marketing 6,042 6,039 General and administrative 7,259 14,963 Total stock-based compensation expenses $ 16,975 $ 24,971 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
Schedule of financial expenses (income), net | Financial losses, net: Year ended December 31, 2022 2021 Bank charges $ 83 $ 84 Foreign currency adjustments expenses, net (243) 195 Interest income (506) (44) Loan Interest Expenses 1,876 — Remeasurement of long-term loan 3,858 — Remeasurement of warrant liability (1,020) — Debt issuance cost 724 — Remeasurement of FCA 607 — Total Financial expenses, net $ 5,379 $ 235 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | |
Schedule of Companies Basic and Diluted Net Loss Per Ordinary Share | Year ended December 31, 2022 2021 Net loss attributable to common stock shareholders used in computing basic net loss per share $ 59,957 $ 67,521 Weighted average number of common stock used in computing basic loss per share 23,635,038 16,591,718 Basic net loss per common stock $ 2.54 $ 4.07 |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) segment item | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | ||
Number of reporting units | item | 1 | |
Number of reporting segments | segment | 1 | |
Operating Income (Loss) | $ 56,810 | $ 76,494 |
Net Cash Provided by (Used in) Operating Activities | 47,845 | 50,409 |
Cash, and cash equivalents as reported on the balance sheets | 49,357 | 35,808 |
Cash paid during the period for interest on long-term loan | 1,876 | |
Loan, current | 8,823 | 0 |
Liquidity amount threshold to avoid default on debt | 10,000 | |
Net loss | $ 62,193 | $ 76,761 |
Accounts Receivable | Customer Concentration | Major customer one | ||
Class of Stock [Line Items] | ||
Concentration Risk, Percentage | 80.90% |
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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
SIGNIFICANT ACCOUNTING POLICIES | |||
Cash, and cash equivalents as reported on the balance sheets | $ 49,357 | $ 35,808 | |
Short-term restricted bank deposits, as reported on the balance sheets | 113 | 140 | |
Cash, restricted cash, cash equivalents and restricted cash and cash equivalents as reported in the statements of cash flows | $ 49,470 | $ 35,948 | $ 28,725 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Summary of annual rates of depreciation of Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computers and Peripheral Equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15% |
Computers and Peripheral Equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 33% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 6% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15% |
Production Lines [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 14% |
Production Lines [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 20% |
Leasehold Improvement [Member] | |
Rate Of Depreciation [Line Items] | |
Annual Depreciation Description | Over the shorter of the lease term oruseful economic life |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Short Term Restricted Bank Deposits, Collateral For Rent | $ 113,000 | $ 127,000 |
Short Term Restricted Bank Deposits, Collateral For Credit Payment | 52,000 | 65,000 |
Inventory Write-down | 88,000 | 73,000 |
Asset Impairment Charges | $ 0 | $ 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,744,428 | 6,812,285 |
Percentage Of Monthly Deposits Behalf Of Insurance Companies | 8.33% | |
Severance Costs | $ 1,136,000 | $ 870,000 |
Liability for unrecognized tax benefits | 0 | 0 |
Maximum amount the employee over the 50 years of age may contribute to plan | 27,000 | |
Goodwill, Impairment Loss | $ 0 | $ 0 |
Accounts Receivable | Customer Concentration | Major customer one | ||
Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 80.90% | |
Revenue Benchmark [Member] | Customer Concentration | Major customer one | ||
Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 39.80% | |
Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Defined contribution plan, employee contribution percentage | 92% | |
Defined contribution plan, maximum annual contributions per employee, amount | $ 21,000 | |
Bank Time Deposits [Member] | ||
Accounting Policies [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.61% | 0.01% |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | ||
Prepaid expenses | $ 908 | $ 1,591 |
Costs to fulfill a contract | 483 | 0 |
Government authorities | 239 | 76 |
Loan receivables | 400 | |
Prepaid Expense and Other Assets, Current | $ 1,630 | $ 2,067 |
ACQUISITIONS - Technology Purch
ACQUISITIONS - Technology Purchase of Physimax Technologies Ltd. (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | ||||
Intangible assets, net | $ 12,460 | $ 9,916 | ||
Technology | ||||
Asset Acquisition [Line Items] | ||||
Amortization period | 2 years 2 months 12 days | |||
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 |
ACQUISITIONS - Upright (Narrati
ACQUISITIONS - Upright (Narrative) (Details) - Upright Technologies Limited [Member] $ in Thousands | Feb. 01, 2021 USD ($) shares |
Shares agreed to be issued by the company | shares | 1,649,887 |
Outstanding debt | $ 3,020 |
Liabilities assumed for consideration for business combination | 1,500 |
Value of shares agreed to be issued | 712 |
Consideration | 33,578 |
Acquisition related costs | $ 378 |
ACQUISITIONS - WayForward (Narr
ACQUISITIONS - WayForward (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Earn-out payable, shares | 237,076 | ||
WayForward | |||
Shares agreed to be issued by the company | 889,956 | ||
Cash consideration | $ 5,387 | ||
Earn-out payable, shares | 76,856 | ||
Consideration | $ 21,079 | ||
Earn-out payable | $ 1,328 | ||
Revaluation income | $ 497 | ||
Held back in consideration, shares | 121,832 | ||
Acquisition related costs | $ 502 | ||
WayForward | Earn Out Conditions Satisfied [Member] | |||
Shares agreed to be issued by the company | 76,856 | ||
Value of shares agreed to be issued | $ 328 |
ACQUISITIONS (Allocation of the
ACQUISITIONS (Allocation of the purchase price to assets and liabilities acquired) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 07, 2021 | Feb. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Technology | $ 1,817 | ||||
Goodwill | $ 41,640 | $ 41,640 | $ 0 | ||
Technology | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 2 years 2 months 12 days | ||||
Upright Technologies Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Tangible assets acquired | 1,405 | ||||
Inventory | 2,845 | ||||
Liabilities assumed | (6,001) | ||||
Net liabilities assumed | (1,751) | ||||
Technology | 9,599 | ||||
Goodwill | 25,730 | ||||
Total purchase price | $ 33,578 | ||||
Amortization period | 4 years | ||||
Cash acquired | $ 544 | ||||
Upright Technologies Limited [Member] | Technology | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 3 years | ||||
WayForward | |||||
Business Acquisition [Line Items] | |||||
Tangible assets acquired | $ 349 | ||||
Liabilities assumed | (1,076) | ||||
Net liabilities assumed | (727) | ||||
Technology | 5,520 | ||||
Brand | 376 | ||||
Goodwill | 15,910 | ||||
Total purchase price | $ 21,079 | ||||
Cash acquired | $ 139 | ||||
WayForward | Technology | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 4 years | ||||
WayForward | Brand | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 3 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
INVENTORIES | ||
Raw materials | $ 1,346 | $ 714 |
Finished products | 6,610 | 5,514 |
Inventory, Net | $ 7,956 | $ 6,228 |
REVENUES - Total revenues (Deta
REVENUES - Total revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 13, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | |
Revenues | $ 27,656 | $ 20,513 | |||
Aggregative consideration | $ 2,650 | ||||
Scenario, Plan [Member] | |||||
Revenues | $ 30,000 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-06-30 | |||||
Remaining performance obligation period | 6 months | ||||
Services | |||||
Revenues | $ 17,859 | 2,085 | |||
Development Services Per Exclusive Agreement Year One [Member] | |||||
Revenues | 4,000 | ||||
Development Services Per Exclusive Agreement Year Two [Member] | |||||
Revenues | $ 1,506 | ||||
Development Services Per Exclusive Agreement Year Two [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-06-30 | |||||
Performance obligation | 2,494 | ||||
National Health Plan Statement of Work Agreement [Member] | |||||
Revenues | 1,778 | ||||
National Health Plan Statement of Work Agreement [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-06-30 | |||||
Performance obligation | $ 872 | ||||
Remaining performance obligation period | 6 months | ||||
Commercial | |||||
Revenues | $ 16,377 | 851 | |||
Consumers | |||||
Revenues | $ 11,279 | $ 19,662 |
REVENUES - Deferred revenue (De
REVENUES - Deferred revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Balance, beginning of the period | $ 1,195 |
New performance obligations | 27,781 |
Reclassification to revenue as a result of satisfying performance obligations | (27,656) |
Balance, end of the period | $ 1,320 |
REVENUE - Deferred Costs (Detai
REVENUE - Deferred Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
REVENUES. | ||
Costs to fulfill a contract, current | $ 483 | $ 0 |
Costs to fulfill a contract, noncurrent | 41 | |
Total Costs to fulfill a contract | $ 524 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | 12 Months Ended | ||||
Jul. 07, 2022 USD ($) | Jul. 06, 2022 USD ($) | Jun. 09, 2022 USD ($) | Jun. 07, 2021 shares | Dec. 31, 2022 USD ($) shares | |
Financial Liabilities: | |||||
Term of debt | 5 years | ||||
Loan Facility | $ 50,000 | ||||
Initial Commitment Amount | 25,000 | $ 25,000 | |||
Amount available subject to certain revenue requirements | 25,000 | ||||
Fair value of warrants | $ 910 | ||||
Earn-out payable, shares | shares | 237,076 | ||||
Reduction in earnout threshold of revenue | $ 3,000 | $ 5,000 | |||
Contingent equity interest issued or issuable | shares | 76,856 | ||||
Common stock with fair value | $ 328 | ||||
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% | ||||
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) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 27,838 | |
Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 26,928 | |
Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 910 | |
Recurring | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 825 | |
Recurring | Earn out liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 825 | |
Recurring | Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 27,838 | 825 |
Recurring | Level 3 | Earn out liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 825 | |
Recurring | Level 3 | Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 26,928 | |
Recurring | Level 3 | Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 910 |
FAIR VALUE MEASUREMENTS - Signi
FAIR VALUE MEASUREMENTS - Significant unobservable inputs (Details) - Monte-Carlo simulation valuation technique - Level 3 | Dec. 31, 2022 $ / shares Y | Jun. 09, 2022 $ / shares Y |
Stock price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 4.28 | 7.45 |
Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 6.62 | 6.62 |
Expected Term (in years) | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | Y | 6.44 | 7 |
Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 1.481 | 1.488 |
Risk-free interest rate | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 0.0405 | 0.0313 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Loan commitment | |
Assets | |
Initial measurement of the FCA | $ 607 |
Change in fair value | (607) |
Ending Balance | 0 |
Warrant Liability | |
Liabilities | |
Issuance | 1,930 |
Change in fair value | (1,020) |
Ending Balance | 910 |
Long Term Loan | Loan commitment | |
Liabilities | |
Issuance | 23,070 |
Change in fair value | 3,858 |
Ending Balance | $ 26,928 |
DEBT - Narratives (Details)
DEBT - Narratives (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2023 USD ($) | Jun. 09, 2022 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) | |
LONG TERM DEBT | |||
Term of debt | 5 years | ||
Loan Facility | $ 50,000 | ||
Initial Commitment Amount | 25,000 | $ 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 Expenses | $ 2,838 | ||
Monthly installments | $ 518 | ||
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 |
LEASES - Lease costs, lease ter
LEASES - Lease costs, lease term and discount rate (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lease cost | |
Operating lease cost | $ 333 |
Short term lease cost | 314 |
Variable lease cost | 15 |
Total lease cost | $ 662 |
Weighted Average Remaining Lease Term | |
Operating leases | 4 years 7 months 13 days |
Weighted Average Discount Rate | |
Operating leases | 6.26% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
LEASES | |
2023 | $ 303 |
2024 | 287 |
2025 | 250 |
2026 | 230 |
2027 | 231 |
Total undiscounted cash flows | 1,301 |
Less imputed interest | (181) |
Present value of lease liabilities | $ 1,120 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 333 |
Lease liabilities arising from obtaining right-of-use assets: | |
Operating leases | 1,269 |
Lease liabilities arising from obtaining right-of-use assets, operating leases | $ 150 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 2,227 | $ 1,928 |
Accumulated depreciation | 1,439 | 1,226 |
Property and equipment, net | 788 | 702 |
Computers and Peripheral Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 944 | 805 |
Accumulated depreciation | 534 | 460 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 154 | 161 |
Accumulated depreciation | 60 | 57 |
Production Lines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 988 | 812 |
Accumulated depreciation | 773 | 647 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 141 | 150 |
Accumulated depreciation | $ 72 | $ 62 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET | ||
Depreciation | $ 356 | $ 282 |
Decrease in computer equipment | $ 143 |
OTHER INTANGIBLE ASSETS, Net -
OTHER INTANGIBLE ASSETS, Net - Definite-lived other intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Original amounts: | ||
Original amounts: | $ 17,312 | $ 15,495 |
Accumulated amortization | 7,396 | 3,035 |
Other intangible assets, net | 9,916 | 12,460 |
Amortization expense | 4,361 | 4,175 |
Amortization of intangible assets excluding inventory set up | 3,035 | |
Technology | ||
Original amounts: | ||
Original amounts: | 16,936 | 15,119 |
Accumulated amortization | $ 7,199 | 2,964 |
Amortization period | 2 years 2 months 12 days | |
Trademarks | ||
Original amounts: | ||
Original amounts: | $ 376 | 376 |
Accumulated amortization | $ 197 | $ 71 |
Amortization period | 1 year 4 months 24 days |
OTHER INTANGIBLE ASSETS, Net _2
OTHER INTANGIBLE ASSETS, Net - Estimated amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER INTANGIBLE ASSETS, Net | ||
2023 | $ 4,512 | |
2024 | 4,452 | |
2025 | 952 | |
Other intangible assets, net | $ 9,916 | $ 12,460 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Changes in the carrying amount of goodwill | |
Goodwill, Beginning Balance | $ 0 |
Acquisitions | 41,640 |
Goodwill, Ending Balance | $ 41,640 |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Employees and payroll accruals | $ 4,407 | $ 3,408 |
Accrued expenses | 2,185 | 4,398 |
Other Accounts Payable and Accrued Expenses | $ 6,592 | $ 7,806 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES - Additional information (Details) - Physimax Technologies Ltd. $ in Thousands | Dec. 31, 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 | $ 120 |
TAXES ON INCOME - Deferred tax
TAXES ON INCOME - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss and capital losses carry forward | $ 45,790 | $ 39,328 |
Temporary differences - Research and development expenses | 4,058 | 2,654 |
Temporary differences - Accrued employees costs | 366 | 320 |
Temporary differences - Stock-based compensation | 3,734 | 1,426 |
Temporary differences - Credit Facility | 723 | |
Temporary differences - Intangible Assets | 65 | |
Temporary differences - Lease | 253 | |
Deferred tax assets | 54,989 | 43,728 |
Less: Valuation allowance | (52,504) | (41,520) |
Net deferred tax asset | 2,485 | 2,208 |
Deferred tax liability: | ||
Temporary differences - Intangible Assets | (2,208) | (2,208) |
Temporary differences - Lease | (277) | |
Deferred tax liability | (2,485) | (2,208) |
Net deferred tax asset | $ 0 | $ 0 |
TAXES ON INCOME - Loss before t
TAXES ON INCOME - Loss before taxes on income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
TAXES ON INCOME | ||
Domestic | $ 22,902 | $ 21,065 |
Foreign | 39,287 | 55,664 |
Loss before taxes | $ 62,189 | $ 76,729 |
TAXES ON INCOME - Additional in
TAXES ON INCOME - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Line Items] | ||
Income tax rate | 35% | |
Corporate tax rate | 23% | 23% |
Operating losses subject to expiration | $ 45,427 | |
Operating losses not subject to expiration | 7,120 | |
Remaining net operating losses | $ 38,307 | |
Percentage of income to be offset by net operating loss carry forwards | 80% | |
Percentage of future net income that can be offset by the NOLs that were generated in years 2018-2020 | 100% | |
Valuation allowance | $ 10,984 | |
Labstyle | ||
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | 150,228 | |
Wayforward | ||
Valuation Allowance [Line Items] | ||
Operating losses subject to expiration | 8,084 | |
Operating losses not subject to expiration | 371 | |
Remaining net operating losses | $ 7,713 | |
Scenario, Plan [Member] | ||
Valuation Allowance [Line Items] | ||
Income tax rate | 21% | |
Maximum [Member] | ||
Valuation Allowance [Line Items] | ||
Operating loss carry forwards expiration period | 2037 | |
Minimum [Member] | ||
Valuation Allowance [Line Items] | ||
Operating loss carry forwards expiration period | 2031 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 15, 2022 | Sep. 20, 2022 | Jun. 08, 2022 | Apr. 23, 2022 | Feb. 28, 2022 | Jan. 04, 2022 | Nov. 09, 2021 | Jul. 21, 2021 | Feb. 01, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 09, 2022 | Jan. 31, 2022 | Oct. 14, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Oct. 14, 2020 | Feb. 05, 2020 | Mar. 04, 2016 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 3,000 | 3,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.43 | $ 13.59 | ||||||||||||||||||||||||||||||
Options granted, Number of options | 1,009,550 | |||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 2,528,890 | |||||||||||||||||||||||||||||||
Compensation expenses | $ 16,975,000 | $ 24,971,000 | ||||||||||||||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 21,375 | |||||||||||||||||||||||||||||||
Gross Proceeds from Issuance of Preferred Stock and Preference Stock | $ 21,375,000 | |||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 18,689,000 | |||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ 62,000 | $ 2,860,000 | ||||||||||||||||||||||||||||||
Restricted shares issued | $ 18 | |||||||||||||||||||||||||||||||
Warrants purchase price | $ 6.62 | |||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 633,000 | |||||||||||||||||||||||||||||||
Warrant to purchase shares | 226,586 | |||||||||||||||||||||||||||||||
Unrecognized compensation | $ 19,651,000 | $ 19,651,000 | $ 19,651,000 | |||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 9 days | |||||||||||||||||||||||||||||||
Exercise of options | $ 256,000 | |||||||||||||||||||||||||||||||
Exercise of options (In Shares) | 40,545 | |||||||||||||||||||||||||||||||
Warrants outstanding | 1,711,796 | 1,711,796 | 1,711,796 | |||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Options granted, Number of options | 4,500 | |||||||||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 1,500 | |||||||||||||||||||||||||||||||
2012 Plan Amendment [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 14,180 | |||||||||||||||||||||||||||||||
2020 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,754 | |||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 3,868,514 | 3,868,514 | 3,868,514 | 3,868,514 | 3,868,514 | 2,528,890 | 1,350,000 | |||||||||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 15,000 | 1,339,624 | ||||||||||||||||||||||||||||||
Shares reservation for future issuance | 2,528,890 | 2,528,890 | 900,000 | 900,000 | ||||||||||||||||||||||||||||
Increase in shares reservation for future issuance | 1,628,890 | 1,628,890 | ||||||||||||||||||||||||||||||
2020 Plan | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 618,650 | |||||||||||||||||||||||||||||||
2020 Plan | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 1,968,650 | |||||||||||||||||||||||||||||||
Shares of Common Stock Equal to 10 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 12 months | |||||||||||||||||||||||||||||||
Holder Percentage of Owning, Number of Shares of Common Stock Outstanding | 10% | |||||||||||||||||||||||||||||||
Shares of Common Stock Equal to 15 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 24 months | |||||||||||||||||||||||||||||||
Holder Percentage of Owning, Number of Shares of Common Stock Outstanding | 15% | |||||||||||||||||||||||||||||||
Shares of Common Stock Equal to 20 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | |||||||||||||||||||||||||||||||
Holder Percentage of Owning, Number of Shares of Common Stock Outstanding | 20% | |||||||||||||||||||||||||||||||
Series A Convertible Preferred stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock convertible shares issued | 1,130 | 3,896 | 1,130 | 1,130 | 3,896 | |||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | |||||||||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ 1,580,000 | $ 2,005,000 | ||||||||||||||||||||||||||||||
Beneficial Ownership Approval Percentage, Conversion of Preferred Stock | 50.10% | |||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 339,417 | 918,237 | 339,417 | 339,417 | 918,237 | |||||||||||||||||||||||||||
Series A Convertible Preferred stock | Shares of Common Stock Equal to 10 Percent of Stock Issuable on Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | |||||||||||||||||||||||||||||||
Convertible Preferred Stock, Series A | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock convertible shares issued | 6,345 | 6,345 | 6,345 | |||||||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | |||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,130,322 | 2,130,322 | 2,130,322 | |||||||||||||||||||||||||||||
Series A One Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ 4.05 | |||||||||||||||||||||||||||||||
Series A Two Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.28 | |||||||||||||||||||||||||||||||
Series A Three Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 4.98 | |||||||||||||||||||||||||||||||
Series A Four Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | 5.90 | |||||||||||||||||||||||||||||||
Series A2, A3 and A4 Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | |||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 60,000 | 10,934 | ||||||||||||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 308,711 | (2,778,450) | (918,237) | |||||||||||||||||||||||||||||
Exercise of options (In Shares) | 40,545 | |||||||||||||||||||||||||||||||
Common Stock | Series A Convertible Preferred stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted | 333,077 | |||||||||||||||||||||||||||||||
Placement Agent Warrants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase shares | 719,243 | |||||||||||||||||||||||||||||||
Non Accountable Expense Allowance | $ 641,000 | |||||||||||||||||||||||||||||||
Class of Warrants or Rights Exercisable Term | 5 years | |||||||||||||||||||||||||||||||
Placement Agent Warrants | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants purchase price | $ 4.05 | |||||||||||||||||||||||||||||||
Placement Agent Warrants | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants purchase price | $ 5.90 | |||||||||||||||||||||||||||||||
Placement Agent Warrants | Series A Convertible Preferred stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Placement Agent Fee | $ 1,788,000 | |||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 885 | 8,360 | 3,896 | |||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Exercise of options | $ 633,000 | |||||||||||||||||||||||||||||||
Exercise of options (In Shares) | 219,992 | |||||||||||||||||||||||||||||||
Restricted Stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||||||||||
Granted shares | 1,233,050 | |||||||||||||||||||||||||||||||
Stock options | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period Shares Non Qualified Stock Option Gross | 140,000 | 20,000 | ||||||||||||||||||||||||||||||
Private placement | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Options granted, Number of options | 3,278,688 | |||||||||||||||||||||||||||||||
Number of shares converted | 451,226 | |||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 21.35 | |||||||||||||||||||||||||||||||
Gross Proceeds From Private Placement | $ 70,000,000 | |||||||||||||||||||||||||||||||
Net proceeds from Private Placement, net of issuance expenses | $ 64,877,000 | |||||||||||||||||||||||||||||||
At The Market Equity Offering | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Consideration received on transaction | $ 73,037 | |||||||||||||||||||||||||||||||
Percentage of fees paid to sales agent | 3% | |||||||||||||||||||||||||||||||
Remaining funds available | $ 49,600,000 | $ 49,600,000 | $ 49,600,000 | |||||||||||||||||||||||||||||
Number of shares issued | $ 50,000,000 | |||||||||||||||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 260,000 | |||||||||||||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Options granted, Number of options | 56,788 | |||||||||||||||||||||||||||||||
Board Of Director And Officers [Member] | 2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 10,934 | |||||||||||||||||||||||||||||||
Employees [Member] | 2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 5,000 | 5,000 | ||||||||||||||||||||||||||||||
Employees [Member] | Restricted Stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Granted shares | 29,755 | |||||||||||||||||||||||||||||||
Board member [Member] | 2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Options granted, Number of options | 1,857 | |||||||||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 639 | |||||||||||||||||||||||||||||||
Consultants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 25,000 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Warrants purchase price | $ 13.88 | |||||||||||||||||||||||||||||||
Consultants | 2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 861 | |||||||||||||||||||||||||||||||
Consultants | Restricted Stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||||||||||
Shares of vested | 35,000 | |||||||||||||||||||||||||||||||
Compensation expenses | $ 106,000 | |||||||||||||||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 65,000 | |||||||||||||||||||||||||||||||
Consultants | Unregistered Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 319,914 | |||||||||||||||||||||||||||||||
Consultants | Unregistered Common Stock [Member] | 2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 7,500 | |||||||||||||||||||||||||||||||
Certain service providers [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Compensation expenses | $ 172,000 | $ 159,000 | ||||||||||||||||||||||||||||||
Certain service providers [Member] | 2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Options granted, Number of options | 2,643 | |||||||||||||||||||||||||||||||
Certain service providers [Member] | Unregistered Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Restricted shares issued (in shares) | 32,926 | 16,126 | ||||||||||||||||||||||||||||||
Certain Officer [Member] | Restricted Stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Restricted shares redeemed (in shares) | 17,957 | |||||||||||||||||||||||||||||||
Withholding tax obligation | $ 170,000 | $ 170,000 | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Employee Consultant [Member] | Restricted Stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Granted shares | 1,233,050 | |||||||||||||||||||||||||||||||
Officers, employees and consultants | 2020 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 18,885 | |||||||||||||||||||||||||||||||
Board of directors, officers, employees and consultants | 2020 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Share-based Compensation, Gross | 1,102,243 | |||||||||||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||||||||||
Service providers | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant compensation expense for service provider | $ 194,000 | |||||||||||||||||||||||||||||||
Service providers | 2012 Plan | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Compensation expenses | 21,000 | |||||||||||||||||||||||||||||||
Service providers | 2020 Plan | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Restricted shares issued | $ 18,000 | |||||||||||||||||||||||||||||||
Warrants exercise price of $25.00 | Service providers | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant compensation expense for service provider | $ 863,000 | 5,700,000 | ||||||||||||||||||||||||||||||
Warrants Exercise Price $18.57 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 12,500 | |||||||||||||||||||||||||||||||
Warrants purchase price | $ 18.57 | |||||||||||||||||||||||||||||||
Warrants Exercise Price $30.00 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 30,000 | |||||||||||||||||||||||||||||||
Warrants purchase price | $ 30 | |||||||||||||||||||||||||||||||
Warrants exercise price of $18.57 and $30.00 [Member] | Service providers | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant compensation expense for service provider | 387,000 | |||||||||||||||||||||||||||||||
Warrants exercise price of $23.30 and $16.06 | Certain service providers [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant compensation expense for service provider | 131,000 | 312,000 | ||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||||||||||||||
Warrants 35,000 Grouping [Member] | Consultants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 35,000 | |||||||||||||||||||||||||||||||
Warrants 48,948 Grouping [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 48,948 | |||||||||||||||||||||||||||||||
Warrants exercise price of $25.10 and $13.60 | Service providers | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant compensation expense for service provider | 1,806,000 | $ 214,000 | ||||||||||||||||||||||||||||||
Warrants exercise price of $13.60 | Consultants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 208,000 | 208,000 | ||||||||||||||||||||||||||||||
Warrants purchase price | $ 13.60 | $ 13.60 | ||||||||||||||||||||||||||||||
Warrants 8,000 Grouping [Member] | Consultants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 8,000 | 8,000 | 8,000 | |||||||||||||||||||||||||||||
Vesting period | 6 months | 6 months | ||||||||||||||||||||||||||||||
Warrants exercise price of $25.10 | Consultants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 40,000 | |||||||||||||||||||||||||||||||
Warrants purchase price | $ 25.10 | |||||||||||||||||||||||||||||||
Warrants exercise price of $6.45 and $7.20 | Service providers | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant compensation expense for service provider | $ 375,000 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Vesting period | 24 months | |||||||||||||||||||||||||||||||
Warrants purchase price | $ 7.20 | |||||||||||||||||||||||||||||||
Pre-funded warrants | Private placement | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants exercised | 81,233 | |||||||||||||||||||||||||||||||
Number of shares issued during period upon exercise of warrants | 81,221 | |||||||||||||||||||||||||||||||
Warrants exercisable | 1,769,794 | |||||||||||||||||||||||||||||||
Pre-funded warrants | Securities Purchase Agreements [Member] | Institutional Accredited Investors | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 667,559 | |||||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock, Preferred Stock and warrants, net of issuance cost | $ 40,000,000 | |||||||||||||||||||||||||||||||
Consideration received on transaction | $ 38,023,000 | |||||||||||||||||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 4,674,454 | |||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 7.49 | |||||||||||||||||||||||||||||||
Warrants purchase price | $ 0.0001 | |||||||||||||||||||||||||||||||
Common stock warrants | Consultants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant expenses | $ 29,000 | |||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 5 | $ 5 | $ 5 | |||||||||||||||||||||||||||||
Common stock warrants | Consultants | Consultants | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 500,000 | 500,000 | 500,000 |
STOCKHOLDERS' EQUITY - Outstand
STOCKHOLDERS' EQUITY - Outstanding warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Jun. 09, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 1,711,796 | |
Exercise price | $ 6.62 | |
Consultants, warrants expiry in February 2024 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 400,000 | |
Exercise price | $ 25 | |
Expiration date | Feb. 16, 2024 | |
Consultants, warrants expiry in April 6, 2024 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 10,000 | |
Exercise price | $ 7.50 | |
Expiration date | Apr. 06, 2024 | |
Consultants, warrants expiry in April 13, 2024 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 12,500 | |
Exercise price | $ 18.57 | |
Expiration date | Apr. 13, 2024 | |
Consultants, warrants expiry in June 2024 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 10,000 | |
Exercise price | $ 8 | |
Expiration date | Jun. 17, 2024 | |
Consultants, warrants expiry in September 2024 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 10,000 | |
Exercise price | $ 9 | |
Expiration date | Sep. 09, 2024 | |
Consultants, warrants expiry in November 2024 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 20,000 | |
Exercise price | $ 10 | |
Expiration date | Nov. 09, 2024 | |
Consultants, warrants expiry in December 1, 2024 With Exercise Price $16.06. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 35,000 | |
Exercise price | $ 16.06 | |
Expiration date | Dec. 01, 2024 | |
Consultants, warrants expiry in December 1, 2024 With Exercise Price $16.06 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 3,000 | |
Exercise price | $ 16.06 | |
Expiration date | Dec. 01, 2024 | |
Placement Agent Warrants A-1 December 2019 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 233,347 | |
Exercise price | $ 4.05 | |
Expiration date | Dec. 19, 2024 | |
Placement Agent Warrants A-2 December 2019 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 25,034 | |
Exercise price | $ 4.28 | |
Expiration date | Dec. 19, 2024 | |
Placement Agent Warrants A-3 December 2019 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 47,527 | |
Exercise price | $ 4.98 | |
Expiration date | Dec. 19, 2024 | |
Placement Agent Warrants A-4 December 2019 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 5,839 | |
Exercise price | $ 5.90 | |
Expiration date | Dec. 19, 2024 | |
Consultants, warrants expiry in February 2025 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 60,000 | |
Exercise price | $ 6.39 | |
Expiration date | Feb. 12, 2025 | |
Consultants, warrants expiry in April 1, 2025 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 30,000 | |
Exercise price | $ 30 | |
Expiration date | Apr. 01, 2025 | |
Consultants, warrants expiry in July 1, 2025 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 30,000 | |
Exercise price | $ 23.30 | |
Expiration date | Jul. 01, 2025 | |
Agent warrants B-1 July 31 2020, with exercise price $7.47 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 150,070 | |
Exercise price | $ 7.47 | |
Expiration date | Jul. 31, 2025 | |
Agent warrants B-1 July 31 2020, with exercise price $7.94 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 2,393 | |
Exercise price | $ 7.94 | |
Expiration date | Jul. 31, 2025 | |
Consultants, warrants expiry in September 26, 2025 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 25,000 | |
Exercise price | $ 13.88 | |
Expiration date | Sep. 26, 2025 | |
Consultants, warrants expiry in October 1, 2025 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 40,000 | |
Exercise price | $ 25.10 | |
Expiration date | Oct. 01, 2025 | |
Consultants, warrants expiry in December 31, 2025 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 8,000 | |
Exercise price | $ 13.60 | |
Expiration date | Dec. 31, 2025 | |
Consultants, warrants expiry in May 19, 2026 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 70,000 | |
Exercise price | $ 6.45 | |
Expiration date | May 19, 2026 | |
Consultants, warrants expiry in December 31, 2026 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 100,000 | |
Exercise price | $ 13.60 | |
Expiration date | Dec. 31, 2026 | |
Consultants, warrants expiry in December 31, 2026 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 100,000 | |
Exercise price | $ 13.60 | |
Expiration date | Dec. 31, 2026 | |
Consultants, warrants expiry in June 8, 2027 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 43,750 | |
Exercise price | $ 7.20 | |
Expiration date | Jun. 08, 2027 | |
Consultants, warrants expiry in June 9, 2029 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 226,586 | |
Exercise price | $ 6.62 | |
Expiration date | Jun. 09, 2029 | |
Consultants, warrants expiry in August 2029 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding as of December | 13,750 | |
Exercise price | $ 12 | |
Expiration date | Aug. 01, 2029 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of period, Number of options | 1,878,168 | |
Options granted, Number of options | 1,009,550 | |
Options exercised, Number of options | (40,545) | |
Options expired, Number of options | (225,568) | |
Options forfeited, Number of options | (537,848) | |
Options outstanding at end of period, Number of options | 2,124,302 | 1,878,168 |
Options vested and expected to vest at end of period, Number of options | 1,989,466 | |
Exercisable at end of period, Number of options | 995,513 | |
Options outstanding at beginning of period, Weighted average exercise price | $ 18.13 | |
Options granted, Weighted average exercise price | 6.50 | |
Options exercised, Weighted average exercise price | 0 | |
Options expired, Weighted average exercise price | 18.25 | |
Options forfeited, Weighted average exercise price | 15.05 | |
Options outstanding at end of period, Weighted average exercise price | 13.38 | $ 18.13 |
Options vested and expected to vest at end of period, Weighted average exercise price | 13.57 | |
Exercisable at end of period, Weighted average exercise price | $ 17.77 | |
Options outstanding at, Weighted Average remaining contractual life | 6 years 11 months 23 days | 6 years 11 months 15 days |
Options vested and expected to vest at end of period, Weighted Average remaining contractual life | 6 years 11 months 4 days | |
Exercisable at end of year, Weighted Average remaining contractual life | 5 years 2 months 8 days | |
Options outstanding at beginning of period, Aggregate Intrinsic value | $ 3,861 | |
Options outstanding at end of period, Aggregate Intrinsic value | 121 | $ 3,861 |
Options vested and expected to vest at end of period, Aggregate Intrinsic value | 121 | |
Exercisable at end of period, Aggregate Intrinsic value | $ 121 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted shares (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 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 | 1,233,050 |
Restricted shares forfeited | (119,905) |
Restricted shares outstanding at end of period | 2,207,772 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) - Employee And Director [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 91.11% | 93.34% |
Volatility, Maximum | 92.60% | 111.82% |
Risk-free interest rate, Minimum | 1.89% | 0.11% |
Risk-free interest rate, Maximum | 3.62% | 1.37% |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 9 months 21 days | 2 years 1 month 2 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years | 5 years 10 months 9 days |
STOCKHOLDERS' EQUITY - Compensa
STOCKHOLDERS' EQUITY - Compensation cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 16,975 | $ 24,971 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 66 | 97 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 3,608 | 3,872 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 6,042 | 6,039 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 7,259 | $ 14,963 |
SELECTED STATEMENTS OF OPERAT_3
SELECTED STATEMENTS OF OPERATIONS DATA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SELECTED STATEMENTS OF OPERATIONS DATA | ||
Bank charges | $ 83 | $ 84 |
Foreign currency adjustments (income) expenses, net | (243) | 195 |
Interest income | (506) | (44) |
Loan Interest Expenses | 1,876 | |
Remeasurement of long-term loan | 3,858 | |
Remeasurement of warrant liability | (1,020) | |
Debt issuance cost | 724 | |
Remeasurement of FCA | (607) | 0 |
Total financial expenses, net | $ 5,379 | $ 235 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | ||
Net loss attributable to common stock shareholders used in computing basic net loss per share | $ 59,957 | $ 67,521 |
Weighted average number of common stock used in computing basic loss per share | 23,635,038 | 16,591,718 |
Basic net loss per stock | $ 2.54 | $ 4.07 |
Number of potential common shares | 5,744,428 | 6,812,285 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 15, 2022 | Feb. 01, 2021 | Feb. 28, 2023 | Jan. 31, 2023 | May 31, 2021 | Apr. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 09, 2022 | Jan. 31, 2022 | Sep. 30, 2021 | Feb. 28, 2021 | Oct. 14, 2020 | Feb. 05, 2020 | Mar. 04, 2016 | |
Warrants to purchase common stock | 3,000 | ||||||||||||||||
Restricted shares granted | $ 18 | ||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 2,528,890 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Issuance of common stock upon acquisition | $ 1,186,000 | $ 43,422,000 | |||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 21,375 | ||||||||||||||||
Exercise price | $ 6.62 | ||||||||||||||||
Options granted, Number of options | 1,009,550 | ||||||||||||||||
Options granted, Weighted average exercise price | $ 6.50 | ||||||||||||||||
Restricted Stock | |||||||||||||||||
Vesting period | 3 years | ||||||||||||||||
Restricted shares granted | 1,233,050 | ||||||||||||||||
Series A Convertible Preferred stock | |||||||||||||||||
Number of common shares issued upon conversion | 339,417 | 918,237 | |||||||||||||||
Private placement | |||||||||||||||||
Purchase price per share | $ 21.35 | ||||||||||||||||
Aggregate gross proceeds | $ 70,000,000 | ||||||||||||||||
Net proceeds | $ 64,877,000 | ||||||||||||||||
Number of shares converted | 451,226 | ||||||||||||||||
Options granted, Number of options | 3,278,688 | ||||||||||||||||
Consultants | |||||||||||||||||
Warrants to purchase common stock | 25,000 | ||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 400,000 | ||||||||||||||||
Exercise price | $ 13.88 | ||||||||||||||||
Consultants | Restricted Stock | |||||||||||||||||
Vesting period | 3 years | ||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 65,000 | ||||||||||||||||
Previous Issued Warrants to Consultants [Member] | |||||||||||||||||
Number of warrants issued | 350,000 | ||||||||||||||||
Previous Issued Warrants to Consultants [Member] | Minimum [Member] | |||||||||||||||||
Exercise price | $ 7.50 | ||||||||||||||||
Previous Issued Warrants to Consultants [Member] | Maximum [Member] | |||||||||||||||||
Exercise price | $ 30 | ||||||||||||||||
Employees [Member] | Restricted Stock | |||||||||||||||||
Restricted shares granted | 29,755 | ||||||||||||||||
2012 Plan | |||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 1,500 | ||||||||||||||||
Options granted, Number of options | 4,500 | ||||||||||||||||
2012 Plan | Consultants | |||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 861 | ||||||||||||||||
2012 Plan | Employees [Member] | |||||||||||||||||
Monthly grants of Common Stock and restricted shares approved | 5,000 | ||||||||||||||||
2020 Plan | |||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 15,000 | 1,339,624 | |||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 3,868,514 | 3,868,514 | 2,528,890 | 1,350,000 | |||||||||||||
2020 Plan | Minimum [Member] | |||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 618,650 | ||||||||||||||||
2020 Plan | Maximum [Member] | |||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 1,968,650 | ||||||||||||||||
2020 Plan | Service providers | Maximum [Member] | |||||||||||||||||
Restricted shares granted | $ 18,000 | ||||||||||||||||
2020 Plan | Employees [Member] | Performance Shares [Member] | |||||||||||||||||
Term of the awards | 10 years | ||||||||||||||||
Subsequent Event | Consultants | |||||||||||||||||
Number of warrants issued | 280,000 | ||||||||||||||||
Exercise price | $ 5.20 | ||||||||||||||||
Subsequent Event | Previous Issued Warrants to Consultants [Member] | |||||||||||||||||
Exercise price | $ 5.20 | ||||||||||||||||
Subsequent Event | Senior Vice President of Growth [Member] | Non-qualified Stock Option [Member] | |||||||||||||||||
Options granted, Number of options | 100,000 | ||||||||||||||||
Subsequent Event | Senior Vice President of Growth [Member] | Non-qualified Performance Stock Option [Member] | |||||||||||||||||
Options granted, Number of options | 100,000 | ||||||||||||||||
Subsequent Event | Employees And Consultants [Member] | Restricted Stock | |||||||||||||||||
Restricted shares granted | 105,000 | ||||||||||||||||
Subsequent Event | Employees And Consultants [Member] | Stock options | |||||||||||||||||
Options granted, Number of options | 50,000 | ||||||||||||||||
Subsequent Event | 2020 Plan | |||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 1,994,346 | ||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 5,862,860 | ||||||||||||||||
Subsequent Event | 2020 Plan | Service providers | |||||||||||||||||
Restricted shares issued (in shares) | 7,030 | ||||||||||||||||
Subsequent Event | 2020 Plan | Employees [Member] | Performance Shares [Member] | |||||||||||||||||
Vesting period | 3 years | ||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 75,000 | ||||||||||||||||
Options granted, Number of options | 100,000 | ||||||||||||||||
Options granted, Weighted average exercise price | $ 4.48 |