Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity File Number | 001-37704 | |
Entity Registrant Name | DarioHealth Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-2973162 | |
Entity Address, Address Line One | 18 W. 18th St. | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 972 | |
Local Phone Number | 770-6377 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0001533998 | |
Current Fiscal Year End Date | --12-31 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | DRIO | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,229,544 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
INTERIM CONSOLIDATED BALANCE SH
INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 52,602 | $ 49,357 |
Short-term restricted bank deposits | 393 | 165 |
Trade receivables | 4,821 | 6,416 |
Inventories | 5,914 | 7,956 |
Other accounts receivable and prepaid expenses | 2,047 | 1,630 |
Total current assets | 65,777 | 65,524 |
NON-CURRENT ASSETS: | ||
Deposits | 6 | 6 |
Operating lease right of use assets | 1,071 | 1,206 |
Long-term assets | 170 | 111 |
Property and equipment, net | 817 | 788 |
Intangible assets, net | 7,678 | 9,916 |
Goodwill | 41,640 | 41,640 |
Total non-current assets | 51,382 | 53,667 |
Total assets | 117,159 | 119,191 |
CURRENT LIABILITIES: | ||
Trade payables | 1,451 | 2,322 |
Deferred revenues | 789 | 1,320 |
Operating lease liabilities | 145 | 293 |
Other accounts payable and accrued expenses | 5,691 | 6,592 |
Loan, current | 8,823 | |
Total current liabilities | 8,076 | 19,350 |
NON-CURRENT LIABILITIES | ||
Operating lease liabilities | 885 | 827 |
Long-term loan | 29,094 | 18,105 |
Warrant liability | 664 | 910 |
Other long-term liabilities | 36 | |
Total non-current liabilities | 30,679 | 19,842 |
STOCKHOLDERS' EQUITY | ||
Common stock of $0.0001 par value - authorized: 160,000,000 shares; issued and outstanding: 26,784,674 and 25,724,470 shares on June 30, 2023 and December 31, 2022, respectively | 3 | 3 |
Preferred stock of $0.0001 par value - authorized: 5,000,000 shares; issued and outstanding: 18,959 and 3,567 shares on June 30, 2023 and December 31, 2022, respectively | ||
Additional paid-in capital | 395,352 | 365,846 |
Accumulated deficit | (316,951) | (285,850) |
Total stockholders' equity | 78,404 | 79,999 |
Total liabilities and stockholders' equity | $ 117,159 | $ 119,191 |
INTERIM CONSOLIDATED BALANCE _2
INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
INTERIM CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares, issued | 26,784,674 | 25,724,470 |
Common stock, shares, outstanding | 26,784,674 | 25,724,470 |
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 | 18,959 | 3,567 |
Preferred stock, shares outstanding | 18,959 | 3,567 |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenues | $ 6,152 | $ 6,183 | $ 13,218 | $ 14,242 |
Total cost of revenues | 4,078 | 5,045 | 7,976 | 9,119 |
Gross profit | 2,074 | 1,138 | 5,242 | 5,123 |
Operating expenses: | ||||
Research and development | 5,222 | 4,137 | 10,387 | 10,064 |
Sales and marketing | 6,460 | 9,297 | 12,800 | 18,832 |
General and administrative | 4,412 | 5,059 | 8,483 | 9,454 |
Total operating expenses | 16,094 | 18,493 | 31,670 | 38,350 |
Operating loss | 14,020 | 17,355 | 26,428 | 33,227 |
Total financial expenses, net | 2,565 | 672 | 2,982 | 716 |
Loss before taxes | 16,585 | 18,027 | 29,410 | 33,943 |
Income Tax | 1 | 1 | ||
Net loss | 16,585 | 18,028 | 29,410 | 33,944 |
Other comprehensive loss: | ||||
Deemed dividend | 1,691 | 433 | 1,691 | 884 |
Net loss attributable to shareholders | $ 18,276 | $ 18,461 | $ 31,101 | $ 34,828 |
Net loss per share: | ||||
Basic net loss per share of common stock | $ 0.58 | $ 0.74 | $ 1.03 | $ 1.43 |
Diluted net loss per share of common stock | $ 0.58 | $ 0.74 | $ 1.03 | $ 1.43 |
Weighted average number of Common Stock used in computing basic net loss per share | 28,186,345 | 22,426,019 | 27,879,881 | 21,925,089 |
Weighted average number of Common Stock used in computing diluted net loss per share | 28,186,345 | 22,426,019 | 27,879,881 | 21,925,089 |
Services | ||||
Total revenues | $ 4,149 | $ 3,265 | $ 9,406 | $ 8,249 |
Total cost of revenues | 1,625 | 1,259 | 3,102 | 1,711 |
Hardware and consumable products | ||||
Total revenues | 2,003 | 2,918 | 3,812 | 5,993 |
Total cost of revenues | 1,359 | 2,692 | 2,699 | 5,382 |
Amortization of acquired intangible assets | ||||
Total cost of revenues | $ 1,094 | $ 1,094 | $ 2,175 | $ 2,026 |
INTERIM STATEMENTS OF STOCKHOLD
INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Total |
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 | ||||
Conversion of preferred stock to common stock (in shares) | 339,417 | (1,130) | |||
Deemed dividend related to issuance of preferred stock | 884 | (884) | |||
Issuance of warrants to service providers | 1,858 | 1,858 | |||
Stock-based compensation | 7,114 | 7,114 | |||
Stock-based compensation (in shares) | 993,529 | ||||
Issuance of common stock and pre-funded warrants, net of issuance cost | 38,023 | 38,023 | |||
Issuance of common stock and pre-funded warrants, net of issuance cost (in shares) | 4,674,454 | ||||
Issuance of Common Stock, net of issuance cost upon Acquisition of Physimax Technologies Ltd. | 1,186 | 1,186 | |||
Issuance of Common Stock, net of issuance cost upon Acquisition of Physimax Technologies Ltd. (in shares) | 256,660 | ||||
Repurchase and retirement of common stock | (134) | (134) | |||
Repurchase and retirement of common stock (in shares) | (58,657) | ||||
Net loss | (33,944) | (33,944) | |||
Balance at Jun. 30, 2022 | $ 2 | 356,492 | (256,842) | 99,652 | |
Balance (in shares) at Jun. 30, 2022 | 22,860,044 | 10,797 | |||
Balance at Dec. 31, 2021 | $ 2 | 307,561 | (222,014) | 85,549 | |
Balance (in shares) at Dec. 31, 2021 | 16,573,420 | 11,927 | |||
Balance at Dec. 31, 2022 | $ 3 | 365,846 | (285,850) | 79,999 | |
Balance (in shares) at Dec. 31, 2022 | 25,724,470 | 3,567 | |||
Balance at Mar. 31, 2022 | $ 2 | 352,564 | (238,381) | 114,185 | |
Balance (in shares) at Mar. 31, 2022 | 22,070,963 | 10,897 | |||
Conversion of preferred stock to common stock (in shares) | 23,365 | (100) | |||
Deemed dividend related to issuance of preferred stock | 433 | (433) | |||
Issuance of warrants to service providers | 557 | 557 | |||
Stock-based compensation | 3,072 | 3,072 | |||
Stock-based compensation (in shares) | 824,373 | ||||
Repurchase and retirement of common stock | (134) | (134) | |||
Repurchase and retirement of common stock (in shares) | (58,657) | ||||
Net loss | (18,028) | (18,028) | |||
Balance at Jun. 30, 2022 | $ 2 | 356,492 | (256,842) | 99,652 | |
Balance (in shares) at Jun. 30, 2022 | 22,860,044 | 10,797 | |||
Balance at Dec. 31, 2022 | $ 3 | 365,846 | (285,850) | $ 79,999 | |
Balance (in shares) at Dec. 31, 2022 | 25,724,470 | 3,567 | |||
Exercise of options (In Shares) | 4,800 | 4,800 | |||
Extinguishment of preferred stock in connection with preferred stock modification | 984 | (984) | |||
Conversion of preferred stock to common stock (in shares) | 3,582 | (10) | |||
Deemed dividend related to issuance of preferred stock | 707 | (707) | |||
Issuance of warrants to service providers | 1,225 | $ 1,225 | |||
Issuance of warrants related to loan agreement, net of issuance cost | 1,389 | 1,389 | |||
Stock-based compensation | (8,923) | (8,923) | |||
Stock-based compensation (in shares) | 619,442 | ||||
Issuance of Common Stock and Preferred Stock, net of issuance cost | 16,278 | 16,278 | |||
Issuance of Common Stock and Preferred Stock, net of issuance cost (in shares) | 355,743 | 15,402 | |||
Release of common stock related to earnout consideration (in shares) | 76,637 | ||||
Net loss | (29,410) | (29,410) | |||
Balance at Jun. 30, 2023 | $ 3 | 395,352 | (316,951) | 78,404 | |
Balance (in shares) at Jun. 30, 2023 | 26,784,674 | 18,959 | |||
Balance at Mar. 31, 2023 | $ 3 | 370,702 | (298,675) | 72,030 | |
Balance (in shares) at Mar. 31, 2023 | 25,875,295 | 3,557 | |||
Exercise of options (In Shares) | 4,800 | ||||
Extinguishment of preferred stock in connection with preferred stock modification | 984 | (984) | |||
Deemed dividend related to issuance of preferred stock | 707 | (707) | |||
Issuance of warrants to service providers | 595 | 595 | |||
Issuance of warrants related to loan agreement, net of issuance cost | 1,389 | 1,389 | |||
Stock-based compensation | 4,697 | 4,697 | |||
Stock-based compensation (in shares) | 472,199 | ||||
Issuance of Common Stock and Preferred Stock, net of issuance cost | 16,278 | 16,278 | |||
Issuance of Common Stock and Preferred Stock, net of issuance cost (in shares) | 355,743 | 15,402 | |||
Release of common stock related to earnout consideration (in shares) | 76,637 | ||||
Net loss | (16,585) | (16,585) | |||
Balance at Jun. 30, 2023 | $ 3 | $ 395,352 | $ (316,951) | $ 78,404 | |
Balance (in shares) at Jun. 30, 2023 | 26,784,674 | 18,959 |
INTERIM CONSOLIDATED STATEMEN_2
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (29,410) | $ (33,944) |
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 | 10,148 | 8,972 |
Depreciation | 191 | 154 |
Change in operating lease right of use assets | 135 | 75 |
Amortization of acquired intangible assets | 2,238 | 2,087 |
Decrease (increase) in trade receivables | 1,595 | (1,828) |
Increase in other accounts receivable, prepaid expense and long-term assets | (476) | (562) |
Decrease (increase) in inventories | 2,042 | (2,119) |
Decrease in trade payables | (871) | (1,838) |
Decrease in other accounts payable and accrued expenses | (865) | (1,107) |
Decrease in deferred revenues | (531) | (196) |
Change in operating lease liabilities | (90) | (98) |
Remeasurement of earn-out | 939 | |
Non cash financial expenses | 1,501 | 256 |
Net cash used in operating activities | (14,393) | (29,209) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (220) | (225) |
Purchase of short-term investments | (4,996) | |
Proceeds from redemption of short-term investments | 5,033 | |
Net cash used in investing activities | (183) | (340) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and prefunded warrants, net of issuance costs | 1,410 | 38,023 |
Proceeds from issuance of Preferred Stock, net of issuance costs | 14,868 | |
Proceeds from borrowings on credit agreement | 29,604 | 23,786 |
Repayment of long-term loan | (27,833) | |
Repurchase and retirement of common stock | (134) | |
Net cash provided by financing activities | 18,049 | 61,675 |
Increase in cash, cash equivalents and restricted cash and cash equivalents | 3,473 | 32,126 |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 49,470 | 35,948 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 52,943 | 68,074 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest on long-term loan | 2,044 | 181 |
Non-cash activities: | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 14 | 58 |
Upright Technologies Limited [Member] | ||
Cash flows from investing activities: | ||
Cash paid as part of Upright Technologies Ltd. acquisition | $ (115) |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2023 | |
GENERAL | |
GENERAL | NOTE 1: - GENERAL a. DarioHealth Corp. (the “Company” or “DarioHealth”) was incorporated in the State of 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 platform and suite of solutions deliver personalized and dynamic interventions driven by data analytics and one-on-one coaching for diabetes, hypertension, weight management, musculoskeletal pain, and behavioral health. 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. Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents, short-term deposits, restricted deposits, and trade receivables. For cash and cash equivalents, the Company is exposed to credit risks in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying consolidated balance sheets exceed federally insured limits. The Company places its cash and cash equivalents and short-term deposits with financial institutions with high-quality credit ratings and has not experienced any losses in such accounts. For trade receivables, the Company is exposed to credit risk in the event of non-payment by customers to the extent of the amounts recorded on the accompanying consolidated balance sheets. As of June 30, 2023, the Company's major customer accounted for 68.8% of the Company's accounts receivable balance. For the three and six-month period ended June 30, 2023, the Company's major customer accounted for 37.8% and 40.2%, respectively, of the Company's revenue in the period. d. During the six months ended June 30, 2023, the Company incurred operating losses and negative cash flows from operating activities amounting to $26,428 and $14,393 , respectively. On June 30, 2023, the Company had $52,602 in available cash and cash equivalents. Management believes that the Company’s cash on hand is sufficient to meet its obligations as they come due for at least a period of twelve months from the date of the issuance of these interim condensed consolidated financial statements. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offerings. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements as of June 30, 2023, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. Significant Accounting Policies a. The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 are applied consistently in these unaudited interim consolidated financial statements, except as noted in Note 1 (d). b. Short-term restricted bank deposits: The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents, and short-term restricted bank deposits balances reported in the statements of cash flows: June 30, June 30, 2023 2022 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 52,602 $ 67,949 Short-term restricted bank deposits 341 125 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 52,943 $ 68,074 NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) c. 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. The Company applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing component. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. The Company uses judgment in determining the SSP for its hardware and services. To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, the Company may use alternative methods to estimate the standalone selling price, such as cost plus margin approach. Consumers revenue The Company considers customer and distributor purchase orders to be 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. 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 . Commercial revenue The Company provides a mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Such programs include 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 exception. 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. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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 rates. 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. Refunds to a customer that results from performance levels that were not met by the end of the measurement period are adjusted to the transaction price, and therefore estimated at the outset of the arrangement. The Company has also entered into contracts (Note 4) with a preferred partner and a health plan provider in which the Company provides data license, development and implementation services. d. Recently Adopted Accounting Pronouncements (i) In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses, with an effective date for the first quarter of fiscal year 2020. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the SEC) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. The Company adopted the standard effective as of January 1, 2023, and the adoption of this standard did not have an impact on the Company's consolidated financial statements. (ii) In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” The new standard reduces the number of accounting models in ASC 470-20 that require separate accounting for non-bifurcated embedded conversion features. As a result, convertible instruments will no longer be subject to the cash conversion features model or to the beneficial conversion features model and be accounted for as a single unit of account as long as no other features require bifurcation and recognition as derivatives, The Company adopted ASU 2020-06, effective January 1, 2023, using the modified retrospective method. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. The adoption of this standard did not have a material impact on the Company's interim condensed consolidated financial statements. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2023 | |
INVENTORIES | |
INVENTORIES | NOTE 3: - INVENTORIES June 30, December 31, 2023 2022 Unaudited Raw materials $ 1,151 $ 1,346 Finished products 4,763 6,610 $ 5,914 $ 7,956 During the six- month |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2023 | |
REVENUES. | |
REVENUES | NOTE 4: - REVENUES The Company is operating a multi-condition healthcare business, empowering individuals to manage their chronic conditions and take steps to improve their overall health. The Company generates revenue directly from individuals through a la carte offering and membership plans. The Company also contracts with enterprise business market groups to provide digital therapeutics solutions for individuals to receive access to services through the Company’s commercial arrangements. Agreement Preferred Partner On February 28, 2022, the Company entered into an exclusive preferred partner, co-promotion, development and license agreement for a term of five (5) years (the “Exclusive Agreement”). Pursuant to the Exclusive Agreement, the Company will provide a license to access and use certain Company data. In addition, the Company may provide development services for new products of the other party. The 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 June 30, 2023, 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. In 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 in revenues for the completion of the first development plan. On December 13, 2022, the second development plan was approved by the parties. 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 in revenues, and for the six months ended June 30, 2023, the Company recognized $2,494 in revenues for the completion of the second development plan. NOTE 4: - REVENUES (Cont.) On June 15, 2023, the third development plan (initiated in April 2023), was approved by the parties. The Company concluded that the third 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 three months ended June 30, 2023, the Company recognized $1,316 in revenues, with additional revenues from the third development plan of $1,684 expected Agreement with National Health Plan On October 1, 2021, the Company entered into a Master Service Agreement (the “MSA”) and into a statement of work (“SOW”, and such SOW, the “October SOW”) with a national health plan (“Health Plan”). Pursuant to the October SOW, the Company will provide the Health Plan access to the Company’s 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 that the August SOW should be accounted for as a separate contract. The Company has concluded that the August SOW contained two performance obligations as follows: (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 a fixed consideration in the amount of $2,650. The Company allocated the consideration between the two performance obligations based on standalone selling prices. The Company determined the standalone selling prices based on the expected cost plus a margin approach. On February 21, 2023, the Company entered into a change order with the Health Plan according to which the Company will provide additional implementation services and shall develop additional features to be included in the platform. The change order includes a fixed consideration in the amount of $90. For the year ended December 31, 2022, the Company recognized revenues of $1,778. For the three and six months ended June 30, 2023, the Company recognized $255 and $962 in revenues, respectively. NOTE 4: - REVENUES (Cont.) Revenue Source: The following tables represent the Company’s total revenues for the three and six months ended June 30, 2023, and 2022 disaggregated by revenue source: Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Unaudited Unaudited Commercial $ 3,915 $ 2,847 $ 8,865 $ 7,396 Consumers 2,237 3,336 4,353 6,846 $ 6,152 $ 6,183 $ 13,218 $ 14,242 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 the reporting period. The following table presents the significant changes in the deferred revenue balance during the six months ended June 30, 2023: Balance, beginning of the period $ 1,320 New performance obligations 13,218 Reclassification to revenue as a result of satisfying performance obligations (13,749) Balance, end of the period $ 789 Costs to Fulfill a Contract The Company defers incurred to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed as the Company satisfies its performance obligations and recorded into cost of revenue. Costs to fulfill a are recorded in other accounts receivable and prepaid expenses and long-term assets. Costs to fulfill a contract consist of (1) deferred consumer hardware costs incurred in connection with the delivery of services that are deferred, and (2) deferred costs incurred, related to future performance obligations which are capitalized. NOTE 4: - REVENUES (Cont.) Costs to fulfill a contract as of June 30, 2023, and December 31, 2022, consisted of the following: June 30, December 31, 2023 2022 Unaudited Costs to fulfill a contract, current $ 236 $ 483 Costs to fulfill a contract, noncurrent 76 41 Total costs to fulfill a contract $ 312 $ 524 Costs to fulfill a contract were as follows: Costs to fulfill a contract Beginning balance as of December 31, 2022 $ 524 Additions 325 Cost of revenue recognized (537) Ending balance as of June 30, 2023 312 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 5: - FAIR VALUE MEASUREMENTS Under U.S. GAAP, fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories: Level 1 - 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. NOTE 5: - FAIR VALUE MEASUREMENTS (Cont.) 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 Avenue Loan Facility (as defined herein), and warrant liability were measured at fair value using Level 3 unobservable inputs until the payoff date of May 1, 2023. Subsequently, a new loan agreement (Note 6) was obtained, and both the new loan and the warrant liability were measured at fair value. The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: June 30, 2023 Unaudited Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Long term loan 29,094 — — 29,094 Warrant liability 664 — — 664 Total financial liabilities $ 29,758 $ — $ — $ 29,758 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 Loan Facilities 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 “Orbimed Lender”). The Credit Agreement provides for a five-year senior secured credit facility in an aggregate principal amount of up to $50,000 (the “Orbimed Loan”), of which $25,000 was made available on the closing date (the “Initial Commitment Amount” or "First Tranche") and up to $25,000 was available on or prior to June 30, 2023, subject to certain revenue requirements (the “Delayed Draw Commitment Amount” or “Second Tranche”). The Delayed Draw Commitment Amount did not materialize due to the repayment of the loan. On June 9, 2022, the Company closed on the Initial Commitment Amount, less certain fees and expenses payable to or on behalf of the Orbimed Lender. NOTE 5: - FAIR VALUE MEASUREMENTS (Cont.) On May 1, 2023, the Company entered into a Loan and Security Agreement, and Supplement thereto (the “LSA”), by and between the Company and its subsidiary PsyInnovations Inc. (“PsyInnovations”), collectively as the borrowers (the “Borrowers”) and Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., collectively as the lenders (the “Avenue Lenders”) (Note 6). Upon the initial closing of the LSA, the Company repaid the Orbimed Loan to the Orbimed Lender. The LSA provides for a four-year The fair value of the Avenue Loan Facility is recognized in connection with the Company’s Credit Agreement with respect to the Initial Commitment Amount only (Note 6). The fair value of the Avenue 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 Avenue Loan Facility, which is reported within non-current liabilities (Maturity Date - May 1, 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 Facility 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 Facility origination, or May 1, 2023, the discount rate was arrived at by calibrating the loan amount of $30 million with the fair value of the warrants of $1,413 and the loan terms interest rate equal to the greater of (i) the sum of four and one-half percent (4.50%) plus the Prime Rate, and (ii) twelve and one-half percent ( 12.50% ). The implied internal rate of return of the loan was 19% . Loan Facility Loan Facility The change in the fair value of the loan was recorded in earnings since the Company 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 Credit Agreement with the Orbimed Lender and with respect to the Initial Commitment Amount only (Note 6). 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. NOTE 5: - FAIR VALUE MEASUREMENTS (Cont.) 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 30, December 31, 2023 2022 Stock price $ 4.01 $ 4.28 Exercise price 5.90 6.62 Expected term (in years) 5.94 6.44 Volatility 89.3% 148.1% Dividend rate - - Risk-free interest rate 4.08% 4.05% The following tables present summary of the changes in the fair value of our Level 3 financial instruments: Six months ended June 30, 2023 Long-Term Loan Warrant Liability Balance as of January 1, 2023 $ 26,928 $ 910 Issuance 28,587 — Principal repayments on long-term loan (27,833) — Change in fair value 1,412 (246) Balance as of June 30, 2023 $ 29,094 $ 664 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2023 | |
LONG TERM DEBT | |
LONG TERM DEBT | NOTE 6: - DEBT Loan Facility On May 1, 2023, the Company refinanced its existing $25,000 credit facility with a new $30,000 credit facility in the LSA by and between Borrowers and the Lenders. The LSA provides for a four-year secured credit facility in an aggregate principal amount of up to $40,000 , of which $30,000 was made available on the closing date and up to $10,000 may be made available on the later of July 1, 2023 or the date the Lenders approve the issuance of the Discretionary Tranche. On May 1, 2023, the Borrowers closed on the Initial Tranche, less certain fees and expenses payable to or on behalf of the Lenders. During the term of the Avenue Loan Facility, interest payable in cash by the Borrowers shall accrue on any outstanding balance due under the Avenue Loan Facility at a rate per annum equal to the higher of (x) the sum of four one-half percent ( 4.50% ) plus the prime rate as published in the Wall Street Journal and (y) twelve and one-half percent ( 12.50% ). During an event of default, any outstanding amount under the Avenue Loan Facility will bear interest at a rate of 5.00% in excess of the otherwise applicable rate of interest. The Borrowers will pay certain fees with respect to the Avenue Loan Facility, including an upfront commitment fee, an administration fee, and a prepayment premium, as well as certain other fees and expenses of the Avenue Lenders. The Avenue Lenders have the right, at any time while the Avenue Loan Facility is outstanding, to convert an amount of up to $2,000 of the principal amount of the outstanding Loan Facility into Borrower’s unrestricted shares of the Company’s common stock at a price per share equal to 120% of the then effective exercise price of the Avenue Warrant. The Company elected to account for the Loan Facility under the fair value option in accordance with ASC 825, “Financial Instruments.” Under the fair value option, changes in fair value are recorded in earnings except for fair value adjustments related to instrument specific credit risk, which are recorded as other comprehensive income or loss. During the six months ended June 30, 2023, the Company recognized $320 of remeasurement expenses related to the Initial Commitment Amount, which was included as part of financial expenses in the Company's statements comprehensive loss. During the three- and six-months periods ended June 30, 2023, the Company did not recognize any instrument specific credit risk fair value adjustment. Warrant Liability On June 9, 2022 (the closing date of the Orbimed Loan), the Company agreed to issue Orbimed a warrant (the “Orbimed Warrant”) to purchase up to 226,586 shares of the Company’s common stock, at an exercise price of $ 6.62 per share, which shall have a term of 7 years from the issuance date. The Orbimed Warrant contains customary share adjustment provisions, as well as weighted average price protection in certain circumstances but in no event will the exercise price of the Warrant be adjusted to a price less than $4.00 per share. 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. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7: - 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 participation in programs sponsored by , |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 8: - INTANGIBLE ASSETS a. Finite-lived other intangible assets: June 30, December 31, Weighted 2023 2022 Average Unaudited Remaining Life Original amounts: Technology $ 16,936 $ 16,936 1.7 Brand 376 376 1.9 17,312 17,312 Accumulated amortization: Technology 9,375 7,199 Brand 259 197 9,634 7,396 Other intangible assets, net $ 7,678 $ 9,916 b. Amortization expenses for the six-month period ended June 30, 2023 and for the year ended December 31, 2022 amounted to c. Estimated amortization expense: For the year ended December 31, Remainder of 2023 $ 2,274 2024 4,452 2025 952 $ 7,678 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 9: - STOCKHOLDERS’ EQUITY a. In April 2020, the Compensation Committee of the Board of Directors (the “Compensation Committee”) 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 six-month period ended June 30, 2023 a total of 24,027 restricted unregistered shares of common stock were issued to certain service providers under this approval. During the six-month period ended June 30, 2023, the Company recorded compensation expenses for service providers in the amount of $87 . b. 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 which warrants to purchase 87,500 have expired) of the Company’s common stock which shall vest over 12 months and 24-month periods, respectively, to certain consultants of the Company, with an exercise price of $6.45 and $7.20 , respectively. During the six-month period ending June 30, 2023, the Company recorded a warrant compensation expense for service providers in the amount of $264 . c. 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 which shall vest over a 12-month period, with an exercise price of $5.00 . During the six-month period ending June 30, 2023, the Company recorded a warrant compensation expense for the service provider in the amount of $352 . d. During the six-month period ended June 30, 2023, the Company’s Compensation Committee approved the grant of 630,600 restricted shares of the Company’s common stock to employees and consultants of which 490,600 are under the 2020 Plan. Out of the restricted shares granted, 125,000 restricted shares will vest immediately, 30,000 restricted shares will vest over a period of six months , and the remaining 475,600 restricted shares will vest over a period between two to three years commencing on the respective grant dates. The Compensation Committee also approved the grant of options to purchase up to 776,600 shares of common stock for employees and consultants of the Company, at exercise prices between $3.92 and $4.48 per share. 676,600 of the stock options vests over a three-year period commencing on the respective grant dates, and 100,000 options are performance based. The options have a ten-year term and were issued under the 2020 Plan. e. During the six-month period ended June 30, 2023 , certain Series A Convertible Preferred stockholders converted 10 shares of various classes of the Company’s Series A Convertible Preferred Stock into 3,582 shares of common stock. f. In January and March 2023, the Compensation Committee approved the grant of a non-qualified stock option awards to purchase 200,000 shares of the Company’s common stock, as well as an additional non-qualified performance-based stock option award to purchase an additional 180,000 shares of the Company’s common stock outside of the Company’s 2020 Plan, pursuant to Nasdaq Listing Rule 5635(c)(4), in connection with the employment of its Senior Vice President of Growth’ and its Chief Product Officer. g. In January 2023, the Compensation Committee approved the grant of warrants to purchase up to 280,000 shares of common stock, with an exercise price of $5.20 , per share to certain consultants. The warrants are exercisable into common stock on or before December 31, 2026. During the six months ended June 30, 2023, the Company recorded compensation expense for those certain service providers in the amount of $310 . NOTE 9: - STOCKHOLDERS' EQUITY (Cont.) h. In January 2023, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 350,000 shares of common stock issued to certain consultants in the past at exercise prices between $7.50 to $30.00 per share, to an exercise price of $5.20 per share, subject to the performance of additional services. The Company has accounted for the change as a modification and recorded the increase in fair value as compensation expense for those certain service providers in the amount of $228 . i. In January and April 2023, the Board of Directors approved to accelerate the unvested portion of 42,500 restricted shares of the Company’s common stock to a certain employee of the Company. The share acceleration was part of a separation agreement with the employee. The Company has accounted for the acceleration as a type-3 modification and recorded compensation expenses in the amount of $153 . j. In April 2023, the Company issued 76,637 shares of common stock to settle an earn-out in connection with the acquisition of WayForward. k. 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 ( 3% ) fee paid to the sales agent. For the six months ended June 30, 2023, the Company received net proceeds of $1,410 from the sale of 355,743 shares of the Company’s common stock. As of June 30, 2023, there were $48,181 remaining funds available under the ATM. l. On May 1, 2023, the Company entered into securities purchase agreements with accredited investors relating to an offering and the sale of an aggregate of 6,200 shares of newly designated Series B Preferred Stock (the “Series B Preferred Stock”), an aggregate of 7,946 shares of Series B-1 Preferred Stock (the “Series B-1 Preferred Stock”), and an aggregate of 150 shares of Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”) at a purchase price of $1,000 for each share of Preferred Stock. Certain of our executive officers and directors purchased shares of Series B-2 Preferred Stock in the offering. On May 5, 2023, the Company entered into purchase agreements with accredited investors, relating to the offering of 1,106 shares of newly designated Series B-3 Preferred Stock (the “Series B-3 Preferred Stock” and, collectively with the Series B Preferred Stock, the Series B-1 Preferred Stock, and the Series B-2 Preferred Stock, the “Preferred Stock”), at a purchase price of $1,000 for each share of Preferred Stock. The initial conversion price for the Series B, B-1, B-2, and B-3 Preferred Stock was $3.334 , $3.334 , $3.370 and $3.392 , respectively, subject to adjustment in the event of stock splits, stock dividends, and similar transactions. As a result of the sale of the Preferred Stock, the aggregate gross proceeds to the Company from the offering were approximately $15,400 ( $14,807 net of issuance expenses). The Series B Preferred Stock and Series B-3 Preferred Stock will vote together with the common stock as a single class on an as-converted basis on any matter presented to the shareholders of the Company. The Series B-1 Preferred Stock and Series B-2 Preferred Stock do not possess any voting rights with respect to such matters. 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 (as defined herein), holders of 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 (as defined herein), the remaining assets of the Company available for distribution to its stockholders. For these purposes, (i) “Parity Securities” means the common stock, Series B Preferred Stock, Series B-1 Preferred Stock, the Series B-2 Preferred Stock, the Series B-3 Preferred Stock and any other class or series of capital stock of the Company hereinafter created that expressly ranks pari passu with the Series B Preferred Stock, Series B-1 Preferred Stock, the Series B-2 Preferred Stock and/or the Series B-3 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. NOTE 9: - STOCKHOLDERS' EQUITY (Cont.) The Preferred Stock will automatically convert into shares of common stock, subject to certain beneficial ownership limitations, including a non-waivable 19.99% ownership blocker, on the 15-month anniversary of the issuance date. The holders of Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of common stock equal to five percent (5.0%) of the number of shares of common stock issuable upon conversion of the Preferred Stock then held by such holder for each full quarter anniversary of holding for a total of four (4) quarters from the closing date, and (ii) 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 Preferred Stock then held by such holder on the fifth full quarter from the closing. The Series B-2 Preferred Stock dividend is the subject to receipt of the approval of the Company’s shareholders. The Preferred Stock has been accounted for as equity instruments. m. On May 1, 2023, the Company entered into agreements with certain holders of 3,557 of the Company’s Series A-1 Preferred stock pursuant to a subscription agreement dated November 27, 2019, which are convertible to 1,273,498 shares of common stock. In consideration for deferring the conversion of the Series A-1 Convertible Preferred Stock, the Company agreed to issue additional shares of common stock upon the deferred conversion of the Series A-1 Convertible Preferred Stock as follows: 63,676 shares, in the aggregate, if not converted for at least one quarter, 127,350 shares, in the aggregate, if not converted for at least two quarters, 191,026 shares, in the aggregate, if not converted for at least three quarters, 254,700 shares if not converted for at least four quarters and 382,050 shares, in the aggregate, if not converted for at least five quarters. The Company has concluded that the Series A-1 preferred shares modification should be accounted as an extinguishment transaction and recorded the increase in fair value as a deemed dividend in the amount of $984. n. During the six months ended June 30, 2023, the Company accounted for the dividend shares of common stock upon the deferred conversion of the Series A-1 Convertible Preferred Stock and the dividend shares earned by Series B Preferred Stock as a deemed dividend in a total amount of $707 . o. On May 1, 2023, the Company repaid its existing $25,000 credit facility to the Orbimed Lender with a new $30,000 credit facility in the LSA, by and between the Company and the Avenue Lenders. On the closing date, and with respect to the Initial Tranche only, the Company agreed to issue each Avenue Lender the Avenue Warrant to purchase up to 292,442 shares of the Company’s common stock, at an exercise price of $3.334 per share, which shall have a term of five years from the issuance date. The Company accounted the Avenue Warrants as equity instruments and recorded it in fair value as of May 1, 2023, using the relative fair value method in the amount of $1,389 . p. Stock plans: On January 23, 2012, the Company’s Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) was adopted by the Board of Directors of the Company and approved by a majority of the Company’s stockholders, under which options to purchase shares of the Company’s common stock have been reserved. Under the 2012 Plan, options to purchase shares of common stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of common stock. The 2012 Plan has expired. On October 14, 2020, the Company’s stockholders approved the 2020 Equity incentive Plan (the “2020 Plan”). 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. NOTE 9: - STOCKHOLDERS' EQUITY (Cont.) In January 2023, 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 1,994,346 shares, from 3,868,514 to 5,862,860. Transactions related to the grant of options to employees, directors, and non-employees under the above plans and non-plan options during the six-months period ended June Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 2,124,302 13.38 6.98 121 Options granted 1,156,600 4.37 — — Options exercised (4,800) — Options expired (164,982) 27.96 — — Options forfeited (173,825) 8.31 — — Options outstanding at end of period 2,937,295 9.33 7.68 155 Options vested and expected to vest at end of period 2,384,548 9.74 7.55 140 Exercisable at end of period 1,156,150 14.42 5.27 92 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last day of the second quarter of 2023 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June Transactions related to the grant of restricted shares to employees, directors, and non-employees under the above plans during the three-month period ended June 30, 2023, (unaudited) were as follows: Number of Restricted shares Restricted shares outstanding at beginning of period 2,207,772 Restricted shares granted 525,600 Restricted shares forfeited (70,185) Restricted shares outstanding at end of period 2,663,187 As of June 30, 2023, the total amount of unrecognized stock-based compensation expense was approximately $17,166 which will be recognized over a weighted average period of 1.05 years. NOTE 9: - STOCKHOLDERS' EQUITY (Cont.) The following table presents the assumptions used to estimate the fair values of the options granted to employees, directors, and non-employees in the period presented: Six months ended June 30, 2023 2022 Unaudited Volatility 92.05-92.62 % 91.42-92.04 % Risk-free interest rate 3.45-4.13 % 2.89-3.00 % Dividend yield 0 % 0 % Expected life (years) 5.81-5.88 5.81-6.00 The total compensation cost related to all of the Company’s stock-based awards recognized during the six-month period ended June 30, 2023, and 2022 was comprised as follows: Six months ended June 30, 2023 2022 Unaudited Cost of revenues $ 44 $ 48 Research and development 2,488 2,048 Sales and marketing 3,670 3,132 General and administrative 3,946 3,744 Total stock-based compensation expenses $ 10,148 $ 8,972 |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 6 Months Ended |
Jun. 30, 2023 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 10: - SELECTED STATEMENTS OF OPERATIONS DATA Financial expenses, net: Six months ended June 30, 2023 2022 Unaudited Bank charges $ 65 $ 45 Foreign currency adjustments expenses, net 105 138 Interest income (864) (21) Revaluation of short-term investments (37) — Remeasurement of long-term loan 3,456 172 Remeasurement of warrant liability (246) (342) Debt issuance cost 503 724 Total Financial expenses, net $ 2,982 $ 716 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER COMMON STOCK | 6 Months Ended |
Jun. 30, 2023 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | NOTE 11: - BASIC AND DILUTED NET LOSS PER COMMON STOCK 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 total number of potential shares of common stock related to the outstanding options, warrants and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 12,195,745 and 7,198,771 for the six months ended June 30, 2023, and 2022, respectively. The following table sets forth the computation of the Company’s basic and diluted net loss per common stock : Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Unaudited Unaudited Net loss attributable to common stock shareholders used in computing basic net loss per share $ 16,338 $ 16,607 $ 28,849 $ 31,267 Weighted average number of common stock used in computing basic loss per share 28,186,345 22,426,019 27,879,881 21,925,089 Basic net loss per common stock $ 0.58 $ 0.74 $ 1.03 $ 1.43 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12: - SUBSEQUENT EVENTS a. On July 25, 2023, the Company’s Compensation Committee approved the grant of 296,500 restricted shares of the Company’s common stock to employees and consultants of the Company of which 46,500 are under the 2020 Plan . Out of the restricted shares granted, 100,000 restricted shares will vest immediately, and 196,500 restricted shares will vest over a period between three to four years commencing on the respective grant dates. The Compensation Committee also approved grant warrants to purchase up to 40,000 , shares of the Company’s common stock which shall vest over three years to certain consultants of the Company, with an exercise price of $3.46 , and the grant of options to purchase up to 57,300 shares of common stock to employees, at exercise prices between $3.69 and $3.97 per share. The stock options vest over a three-year period commencing on the respective grant dates. The options have a ten-year term and were issued under the 2020 Plan. b. On July 11, 2023, out of the pre-funded warrants that were issued in July 2020 and February 2022, 86,985 were exercised on a cashless basis into 86,983 shares of common stock. c. In July 2023, the Company entered into an amended and restated strategic agreement with Sanofi. In this amendment, the parties adjusted certain pre agreed economic parameters, including revenue share adjustments and to allow the acceleration of certain development milestones agreed upon in the initial agreement . |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements as of June 30, 2023, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and |
Use of estimates | Use of Estimates Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. |
Short-term restricted bank deposits | b. Short-term restricted bank deposits: The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents, and short-term restricted bank deposits balances reported in the statements of cash flows: June 30, June 30, 2023 2022 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 52,602 $ 67,949 Short-term restricted bank deposits 341 125 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 52,943 $ 68,074 |
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. The Company applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing component. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. The Company uses judgment in determining the SSP for its hardware and services. To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, the Company may use alternative methods to estimate the standalone selling price, such as cost plus margin approach. Consumers revenue The Company considers customer and distributor purchase orders to be 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. 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 . Commercial revenue The Company provides a mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Such programs include 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 exception. 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. NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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 rates. 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. Refunds to a customer that results from performance levels that were not met by the end of the measurement period are adjusted to the transaction price, and therefore estimated at the outset of the arrangement. The Company has also entered into contracts (Note 4) with a preferred partner and a health plan provider in which the Company provides data license, development and implementation services. |
Recently issued accounting pronouncements, not yet adopted: | d. Recently Adopted Accounting Pronouncements (i) In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses, with an effective date for the first quarter of fiscal year 2020. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the SEC) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. The Company adopted the standard effective as of January 1, 2023, and the adoption of this standard did not have an impact on the Company's consolidated financial statements. (ii) In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” The new standard reduces the number of accounting models in ASC 470-20 that require separate accounting for non-bifurcated embedded conversion features. As a result, convertible instruments will no longer be subject to the cash conversion features model or to the beneficial conversion features model and be accounted for as a single unit of account as long as no other features require bifurcation and recognition as derivatives, The Company adopted ASU 2020-06, effective January 1, 2023, using the modified retrospective method. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. The adoption of this standard did not have a material impact on the Company's interim condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances | June 30, June 30, 2023 2022 Unaudited Unaudited Cash, and cash equivalents as reported on the balance sheets $ 52,602 $ 67,949 Short-term restricted bank deposits 341 125 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 52,943 $ 68,074 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
INVENTORIES | |
Schedule of inventories | June 30, December 31, 2023 2022 Unaudited Raw materials $ 1,151 $ 1,346 Finished products 4,763 6,610 $ 5,914 $ 7,956 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
REVENUES. | |
Schedule of aggregate revenue | Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Unaudited Unaudited Commercial $ 3,915 $ 2,847 $ 8,865 $ 7,396 Consumers 2,237 3,336 4,353 6,846 $ 6,152 $ 6,183 $ 13,218 $ 14,242 |
Schedule of significant changes in deferred revenue | Balance, beginning of the period $ 1,320 New performance obligations 13,218 Reclassification to revenue as a result of satisfying performance obligations (13,749) Balance, end of the period $ 789 |
Schedule of deferred costs | Costs to fulfill a contract as of June 30, 2023, and December 31, 2022, consisted of the following: June 30, December 31, 2023 2022 Unaudited Costs to fulfill a contract, current $ 236 $ 483 Costs to fulfill a contract, noncurrent 76 41 Total costs to fulfill a contract $ 312 $ 524 Costs to fulfill a contract were as follows: Costs to fulfill a contract Beginning balance as of December 31, 2022 $ 524 Additions 325 Cost of revenue recognized (537) Ending balance as of June 30, 2023 312 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | June 30, 2023 Unaudited Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Long term loan 29,094 — — 29,094 Warrant liability 664 — — 664 Total financial liabilities $ 29,758 $ — $ — $ 29,758 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 |
Summary of change in fair value of liabilities | Six months ended June 30, 2023 Long-Term Loan Warrant Liability Balance as of January 1, 2023 $ 26,928 $ 910 Issuance 28,587 — Principal repayments on long-term loan (27,833) — Change in fair value 1,412 (246) Balance as of June 30, 2023 $ 29,094 $ 664 |
Warrant Liability | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | June 30, December 31, 2023 2022 Stock price $ 4.01 $ 4.28 Exercise price 5.90 6.62 Expected term (in years) 5.94 6.44 Volatility 89.3% 148.1% Dividend rate - - Risk-free interest rate 4.08% 4.05% |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
INTANGIBLE ASSETS [Abstract] | |
Schedule of estimated amortization expense | a. Finite-lived other intangible assets: June 30, December 31, Weighted 2023 2022 Average Unaudited Remaining Life Original amounts: Technology $ 16,936 $ 16,936 1.7 Brand 376 376 1.9 17,312 17,312 Accumulated amortization: Technology 9,375 7,199 Brand 259 197 9,634 7,396 Other intangible assets, net $ 7,678 $ 9,916 b. Amortization expenses for the six-month period ended June 30, 2023 and for the year ended December 31, 2022 amounted to c. Estimated amortization expense: For the year ended December 31, Remainder of 2023 $ 2,274 2024 4,452 2025 952 $ 7,678 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
STOCKHOLDERS' EQUITY | |
Schedule of Stock option activity | Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 2,124,302 13.38 6.98 121 Options granted 1,156,600 4.37 — — Options exercised (4,800) — Options expired (164,982) 27.96 — — Options forfeited (173,825) 8.31 — — Options outstanding at end of period 2,937,295 9.33 7.68 155 Options vested and expected to vest at end of period 2,384,548 9.74 7.55 140 Exercisable at end of period 1,156,150 14.42 5.27 92 |
Schedule of Restricted Stock option activity | Number of Restricted shares Restricted shares outstanding at beginning of period 2,207,772 Restricted shares granted 525,600 Restricted shares forfeited (70,185) Restricted shares outstanding at end of period 2,663,187 |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | Six months ended June 30, 2023 2022 Unaudited Volatility 92.05-92.62 % 91.42-92.04 % Risk-free interest rate 3.45-4.13 % 2.89-3.00 % Dividend yield 0 % 0 % Expected life (years) 5.81-5.88 5.81-6.00 |
Schedule of Compensation cost | Six months ended June 30, 2023 2022 Unaudited Cost of revenues $ 44 $ 48 Research and development 2,488 2,048 Sales and marketing 3,670 3,132 General and administrative 3,946 3,744 Total stock-based compensation expenses $ 10,148 $ 8,972 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
Schedule of financial expenses (income), net | Six months ended June 30, 2023 2022 Unaudited Bank charges $ 65 $ 45 Foreign currency adjustments expenses, net 105 138 Interest income (864) (21) Revaluation of short-term investments (37) — Remeasurement of long-term loan 3,456 172 Remeasurement of warrant liability (246) (342) Debt issuance cost 503 724 Total Financial expenses, net $ 2,982 $ 716 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER COMMON STOCK (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | |
Schedule of Companies Basic and Diluted Net Loss Per Ordinary Share | Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 Unaudited Unaudited Net loss attributable to common stock shareholders used in computing basic net loss per share $ 16,338 $ 16,607 $ 28,849 $ 31,267 Weighted average number of common stock used in computing basic loss per share 28,186,345 22,426,019 27,879,881 21,925,089 Basic net loss per common stock $ 0.58 $ 0.74 $ 1.03 $ 1.43 |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Class of Stock [Line Items] | |||||
Number of reporting units | segment | 1 | ||||
Number of operating segment | segment | 1 | ||||
Operating Income (Loss) | $ 14,020 | $ 17,355 | $ 26,428 | $ 33,227 | |
Net Cash Provided by (Used in) Operating Activities | 14,393 | 29,209 | |||
Cash, and cash equivalents as reported on the balance sheets | 52,602 | $ 67,949 | 52,602 | $ 67,949 | $ 49,357 |
Cash and cash equivalents and marketable securities | $ 52,602 | $ 52,602 | |||
Revenue | Customer Concentration | Major customer one | |||||
Class of Stock [Line Items] | |||||
Concentration Risk, Percentage | 37.80% | 40.20% | |||
Accounts Receivable | Customer Concentration | Major customer one | |||||
Class of Stock [Line Items] | |||||
Concentration Risk, Percentage | 68.80% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash, and cash equivalents as reported on the balance sheets | $ 52,602 | $ 49,357 | $ 67,949 | |
Short-term restricted bank deposits, as reported on the balance sheets | 341 | 125 | ||
Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows | $ 52,943 | $ 49,470 | $ 68,074 | $ 35,948 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
INVENTORIES | ||
Raw materials | $ 1,151 | $ 1,346 |
Finished products | 4,763 | 6,610 |
Inventory, Net | $ 5,914 | $ 7,956 |
INVENTORIES - Additional inform
INVENTORIES - Additional information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
INVENTORIES | ||
Inventory Write-down | $ 51 | $ 88 |
REVENUES - Total revenues (Deta
REVENUES - Total revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 21, 2023 | Aug. 31, 2022 | |
Revenues | $ 6,152 | $ 6,183 | $ 13,218 | $ 14,242 | ||||
Fixed consideration | $ 90 | $ 2,650 | ||||||
Scenario, Plan [Member] | ||||||||
Revenues | $ 30,000 | |||||||
Services | ||||||||
Revenues | 4,149 | 3,265 | 9,406 | 8,249 | ||||
Development Services Per Exclusive Agreement Year One [Member] | ||||||||
Revenues | $ 4,000 | |||||||
Development Services Per Exclusive Agreement Year Two [Member] | ||||||||
Revenues | 2,494 | 1,506 | ||||||
Development Services Per Exclusive Agreement Year Three [Member] | ||||||||
Revenues | 1,316 | |||||||
Development Services Per Exclusive Agreement Year Three [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-06-30 | ||||||||
Performance obligation | $ 1,684 | $ 1,684 | ||||||
Remaining performance obligation period | 12 months | 12 months | ||||||
National Health Plan Statement of Work Agreement [Member] | ||||||||
Revenues | $ 255 | $ 962 | $ 1,778 | |||||
Commercial | ||||||||
Revenues | 3,915 | 2,847 | 8,865 | 7,396 | ||||
Consumers | ||||||||
Revenues | $ 2,237 | $ 3,336 | $ 4,353 | $ 6,846 |
REVENUES - Deferred revenue (De
REVENUES - Deferred revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Balance, beginning of the period | $ 1,320 |
New performance obligations | 13,218 |
Reclassification to revenue as a result of satisfying performance obligations | (13,749) |
Balance, end of the period | $ 789 |
REVENUES - Deferred Costs (Deta
REVENUES - Deferred Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
REVENUES. | ||
Costs to fulfill a contract, current | $ 236 | $ 483 |
Costs to fulfill a contract, noncurrent | 76 | 41 |
Total Costs to fulfill a contract | $ 312 | $ 524 |
REVENUES - Deferred Costs Activ
REVENUES - Deferred Costs Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
REVENUES. | |
Beginning balance | $ 524 |
Additions | 325 |
Cost of revenue recognized | (537) |
Ending balance | $ 312 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | May 01, 2023 USD ($) | Jun. 30, 2023 | Jun. 09, 2022 USD ($) |
Financial Liabilities: | |||
Loan Facility | $ 50,000 | ||
Amount available subject to certain revenue requirements | 25,000 | ||
Discretionary Tranche | $ 10,000 | ||
Fair value of warrants | 1,413 | ||
Initial Commitment Amount | $ 30,000 | $ 25,000 | |
Senior Secured Credit Facility | |||
Financial Liabilities: | |||
Term of debt | 4 years | ||
Loan Facility | $ 30,000 | ||
Loan and Security Agreement | |||
Financial Liabilities: | |||
Term of debt | 4 years | ||
Loan Facility | $ 40,000 | ||
Initial Commitment Amount | $ 30,000 | ||
Prime Rate | |||
Financial Liabilities: | |||
Spread on variable rate | (4.50%) | ||
Minimum interest rate | 12.50% | ||
Discount rate | |||
Financial Liabilities: | |||
Long term loan measurement input | 19 | ||
Internal rate of return | Prime Rate | |||
Financial Liabilities: | |||
Long term loan measurement input | 19 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 29,758 | $ 27,838 |
Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 29,094 | 26,928 |
Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 664 | 910 |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 29,758 | 27,838 |
Level 3 | Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 29,094 | 26,928 |
Level 3 | Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 664 | $ 910 |
FAIR VALUE MEASUREMENTS - Signi
FAIR VALUE MEASUREMENTS - Significant unobservable inputs (Details) - Monte-Carlo simulation valuation technique - Level 3 | Jun. 30, 2023 $ / shares Y | Dec. 31, 2022 $ / shares Y |
Stock price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 4.01 | 4.28 |
Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 5.90 | 6.62 |
Expected Term (in years) | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | Y | 5.94 | 6.44 |
Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 0.893 | 1.481 |
Risk-free interest rate | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 0.0408 | 0.0405 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Liabilities | |
Principal payments on long-term loan | $ (27,833) |
Warrant Liability | |
Liabilities | |
Beginning Balance | 910 |
Change in fair value | (246) |
Ending Balance | 664 |
Long Term Loan | |
Liabilities | |
Beginning Balance | 26,928 |
Issuance | 28,587 |
Principal payments on long-term loan | (27,833) |
Change in fair value | 1,412 |
Ending Balance | $ 29,094 |
DEBT - Narratives (Details)
DEBT - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
May 01, 2023 | Jun. 30, 2023 | Jun. 09, 2022 | |
LONG TERM DEBT | |||
Loan Facility | $ 50,000 | ||
Initial Commitment Amount | $ 30,000 | 25,000 | |
Amount available subject to certain revenue requirements | $ 25,000 | ||
Remeasurement income | $ 320 | ||
Credit Facility | |||
LONG TERM DEBT | |||
Loan Facility | $ 25,000 | ||
Senior Secured Credit Facility | |||
LONG TERM DEBT | |||
Term of debt | 4 years | ||
Loan Facility | $ 30,000 | ||
Discretionary amount | $ 10,000 | ||
Percentage considered for calculation of interest rate | 4.50% | ||
Maximum amount of amount convertible in to common stock | $ 2,000 | ||
Fixed percentage considered for calculation of interest rate | 12.50% | ||
Loan facility, interest rate | 5% | ||
Conversion price per share on percentage of effective exercise price of warrant | 120% | ||
Warrant to purchase shares | 292,442 | 226,586 | |
Warrants purchase price | $ 3.334 | $ 6.62 | |
Term of warrant | 5 years | 7 years | |
Senior Secured Credit Facility | Maximum | |||
LONG TERM DEBT | |||
Loan Facility | $ 40,000 | ||
Warrants purchase price | $ 4 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES - Additional information (Details) - Physimax Technologies Ltd. | Jun. 30, 2023 USD ($) |
Operating Leased Assets [Line Items] | |
Percentage of royalties payable on sales of products and other revenues | 3% |
Maximum percentage of royalty payable on grants received | 100% |
Amount of royalty payable | $ 0 |
INTANGIBLE ASSETS - Definite-li
INTANGIBLE ASSETS - Definite-lived other intangible assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Original amounts: | ||
Original amounts: | $ 17,312 | $ 17,312 |
Accumulated amortization | 9,634 | 7,396 |
Other intangible assets, net | 7,678 | 9,916 |
Amortization expense | 2,238 | 4,361 |
Technology | ||
Original amounts: | ||
Original amounts: | 16,936 | 16,936 |
Accumulated amortization | $ 9,375 | 7,199 |
Amortization period | 1 year 8 months 12 days | |
Trademarks | ||
Original amounts: | ||
Original amounts: | $ 376 | 376 |
Accumulated amortization | $ 259 | $ 197 |
Amortization period | 1 year 10 months 24 days |
INTANGIBLE ASSETS - Estimated a
INTANGIBLE ASSETS - Estimated amortization expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
INTANGIBLE ASSETS [Abstract] | ||
Remainder of 2023 | $ 2,274 | |
2024 | 4,452 | |
2025 | 952 | |
Other intangible assets, net | $ 7,678 | $ 9,916 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 21 Months Ended | |||||||||||
May 05, 2023 USD ($) item $ / shares shares | May 01, 2023 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) shares | Mar. 31, 2023 shares | Jan. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | May 31, 2022 $ / shares shares | Oct. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 09, 2022 USD ($) $ / shares shares | Apr. 30, 2020 $ / shares | |
Class of Stock [Line Items] | ||||||||||||||||
Options granted, Number of options | 1,156,600 | |||||||||||||||
Compensation expenses | $ | $ 10,148,000 | $ 8,972,000 | ||||||||||||||
Number of shares issued | $ | $ 16,278,000 | 16,278,000 | ||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 14,868,000 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ | $ 984,000 | $ 707,000 | ||||||||||||||
Unrecognized compensation | $ | $ 17,166,000 | $ 17,166,000 | $ 17,166,000 | |||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 18 days | |||||||||||||||
Exercise of options (In Shares) | 4,800 | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Issuance of warrants related to loan agreement, net of issuance cost | $ | $ 1,389,000 | $ 1,389,000 | ||||||||||||||
Loan Facility | $ | $ 50,000,000 | |||||||||||||||
Credit Facility | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Loan Facility | $ | $ 25,000,000 | |||||||||||||||
Senior Secured Credit Facility | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants purchase price | $ / shares | $ 3.334 | $ 6.62 | ||||||||||||||
Warrant to purchase shares | 292,442 | 226,586 | ||||||||||||||
Loan Facility | $ | $ 30,000,000 | |||||||||||||||
Term of warrant | 5 years | 7 years | ||||||||||||||
WayForward | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Earn-out payable, shares | 76,637 | |||||||||||||||
Maximum [Member] | Senior Secured Credit Facility | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants purchase price | $ / shares | $ 4 | |||||||||||||||
Loan Facility | $ | $ 40,000,000 | |||||||||||||||
2020 Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Options granted, Number of options | 776,600 | |||||||||||||||
Exercise price of options, minimum | $ / shares | $ 3.92 | |||||||||||||||
Exercise price of options, maximum | $ / shares | $ 4.48 | |||||||||||||||
Vesting period | 3 years | |||||||||||||||
Expected life (years) | 10 years | |||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 5,862,860 | 3,868,514 | ||||||||||||||
Shares of vested | 676,600 | |||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 1,994,346 | |||||||||||||||
Convertible Preferred Stock, Series A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares converted | 10 | |||||||||||||||
Series A-1 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares converted | 1,273,498 | |||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 3,557 | |||||||||||||||
Series A-1 Preferred Stock | Issuance of additional shares if not converted at least one quarter | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | 63,676 | |||||||||||||||
Series A-1 Preferred Stock | Issuance of additional shares if not converted at least two quarters | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | 127,350 | |||||||||||||||
Series A-1 Preferred Stock | Issuance of additional shares if not converted at least three quarters | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | 191,026 | |||||||||||||||
Series A-1 Preferred Stock | Issuance of additional shares if not converted at least four quarters | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | 254,700 | |||||||||||||||
Series A-1 Preferred Stock | Issuance of additional shares if not converted at least five quarters | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | 382,050 | |||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 3.334 | |||||||||||||||
Series B-1 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 3.334 | |||||||||||||||
Series B-2 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 3.370 | |||||||||||||||
Series B-3 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 3.392 | |||||||||||||||
Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | (23,365) | (3,582) | (339,417) | |||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 355,743 | 355,743 | ||||||||||||||
Exercise of options (In Shares) | 4,800 | 4,800 | ||||||||||||||
Common Stock | Convertible Preferred Stock, Series A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | 3,582 | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued upon conversion of preferred stock | 100 | 10 | 1,130 | |||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 15,402 | 15,402 | ||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | $ | $ 16,278,000 | $ 16,278,000 | ||||||||||||||
Extinguishment transaction and recorded the increase in fair value as a deemed dividend | $ | 984,000 | 984,000 | ||||||||||||||
Issuance of warrants related to loan agreement, net of issuance cost | $ | $ 1,389,000 | $ 1,389,000 | $ 1,389,000 | |||||||||||||
Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Granted shares, other than options | 525,600 | |||||||||||||||
Performance-based stock options | 2020 Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Options granted, Number of options | 100,000 | |||||||||||||||
At The Market Equity Offering | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Consideration received on transaction | $ | $ 1,410,000 | |||||||||||||||
Percentage of fees paid to sales agent | 3% | |||||||||||||||
Remaining funds available | $ | $ 48,181,000 | $ 48,181,000 | $ 48,181,000 | |||||||||||||
Number of shares issued | $ | $ 50,000,000 | |||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 355,743 | |||||||||||||||
Securities Purchase Agreements | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Percentage of non-waivable ownership blocker for conversion | 19.99% | |||||||||||||||
Number of month anniversary of the issuance date for conversion | item | 15 | |||||||||||||||
Percentage of number of common stock issuable upon conversion for each quarter of holding for dividend payable | 5% | |||||||||||||||
Number of quarters considered for dividend payable | item | 4 | |||||||||||||||
Percentage of number of common stock issuable upon conversion on the fifth quarter for dividend payable | 10% | |||||||||||||||
Securities Purchase Agreements | Series B Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 6,200 | |||||||||||||||
Securities Purchase Agreements | Series B-1 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 7,946 | |||||||||||||||
Securities Purchase Agreements | Series B-2 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 150 | |||||||||||||||
Securities Purchase Agreements | Series B-3 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Issuance of Common stock in warrant exchange agreement (In Shares) | 1,106 | |||||||||||||||
Securities Purchase Agreements | Series B, B-1, B-2 Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | $ | $ 15,400,000 | |||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 14,807,000 | |||||||||||||||
Purchase price | $ / shares | $ 1,000 | $ 1,000 | ||||||||||||||
Consultants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 280,000 | 175,000 | 70,000 | 175,000 | 175,000 | |||||||||||
Warrants purchase price | $ / shares | $ 5.20 | $ 7.20 | $ 6.45 | $ 7.20 | $ 7.20 | |||||||||||
Warrants expired | 87,500 | 87,500 | ||||||||||||||
Consultants | Granted in 2022 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrant compensation expense | $ | 264,000 | |||||||||||||||
Consultants | Granted in January 2023 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrant compensation expense | $ | $ 310,000 | |||||||||||||||
Consultants | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Vesting period | 12 months | |||||||||||||||
Consultants | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Vesting period | 24 months | |||||||||||||||
Certain service providers [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 350,000 | |||||||||||||||
Certain service providers [Member] | Prior Period [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrant compensation expense | $ | $ 228,000 | |||||||||||||||
Warrants purchase price | $ / shares | $ 5.20 | |||||||||||||||
Certain service providers [Member] | Minimum [Member] | Prior Period [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants purchase price | $ / shares | $ 7.50 | |||||||||||||||
Certain service providers [Member] | Maximum [Member] | Prior Period [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants purchase price | $ / shares | $ 30 | |||||||||||||||
Certain service providers [Member] | Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 18 | |||||||||||||||
Certain service providers [Member] | Unregistered Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Compensation expenses | $ | 87,000 | |||||||||||||||
Restricted shares issued | $ | $ 24,027 | |||||||||||||||
Consultant and Employee [Member] | Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Granted shares, other than options | 630,600 | |||||||||||||||
Consultant and Employee [Member] | Restricted Stock | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares of vested | 125,000 | |||||||||||||||
Consultant and Employee [Member] | Restricted Stock | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Vesting period | 6 months | |||||||||||||||
Shares of vested | 30,000 | |||||||||||||||
Consultant and Employee [Member] | Restricted Stock | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares of vested | 475,600 | |||||||||||||||
Consultant and Employee [Member] | Restricted Stock | Minimum [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Vesting period | 2 years | |||||||||||||||
Consultant and Employee [Member] | Restricted Stock | Maximum [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Vesting period | 3 years | |||||||||||||||
Consultant and Employee [Member] | Restricted Stock | 2020 Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Granted shares, other than options | 490,600 | |||||||||||||||
Senior Vice President of Growth [Member] | Stock options | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period Shares Non Qualified Stock Option Gross | 200,000 | 200,000 | ||||||||||||||
Senior Vice President of Growth [Member] | Performance-based stock options | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period Shares Non Qualified Performance Based Stock Option Gross | 180,000 | 180,000 | ||||||||||||||
Certain Employee [Member] | Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Compensation expenses | $ | $ 153,000 | $ 153,000 | ||||||||||||||
Shares accelerated for vesting | 42,500 | 42,500 | ||||||||||||||
Common stock warrants | Consultants | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 500,000 | |||||||||||||||
Warrant compensation expense | $ | $ 352,000 | |||||||||||||||
Warrants purchase price | $ / shares | $ 5 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of period, Number of options | 2,124,302 | |
Options granted, Number of options | 1,156,600 | |
Options exercised, Number of options | (4,800) | |
Options expired, Number of options | (164,982) | |
Options forfeited, Number of options | (173,825) | |
Options outstanding at end of period, Number of options | 2,937,295 | 2,124,302 |
Options vested and expected to vest at end of period, Number of options | 2,384,548 | |
Exercisable at end of period, Number of options | 1,156,150 | |
Options outstanding at beginning of period, Weighted average exercise price | $ / shares | $ 13.38 | |
Options granted, Weighted average exercise price | $ / shares | 4.37 | |
Options expired, Weighted average exercise price | $ / shares | 27.96 | |
Options forfeited, Weighted average exercise price | $ / shares | 8.31 | |
Options outstanding at end of period, Weighted average exercise price | $ / shares | 9.33 | $ 13.38 |
Options vested and expected to vest at end of period, Weighted average exercise price | $ / shares | 9.74 | |
Exercisable at end of period, Weighted average exercise price | $ / shares | $ 14.42 | |
Options outstanding at, Weighted Average remaining contractual life | 7 years 8 months 4 days | 6 years 11 months 23 days |
Options vested and expected to vest at end of period, Weighted Average remaining contractual life | 7 years 6 months 18 days | |
Exercisable at end of year, Weighted Average remaining contractual life | 5 years 3 months 7 days | |
Options outstanding at beginning of period, Aggregate Intrinsic value | $ | $ 121 | |
Options outstanding at end of period, Aggregate Intrinsic value | $ | 155 | $ 121 |
Options vested and expected to vest at end of period, Aggregate Intrinsic value | $ | 140 | |
Exercisable at end of period, Aggregate Intrinsic value | $ | $ 92 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted shares (Details) - Restricted Stock | 3 Months Ended |
Jun. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares outstanding at beginning of period | 2,207,772 |
Restricted shares granted | 525,600 |
Restricted shares forfeited | (70,185) |
Restricted shares outstanding at end of period | 2,663,187 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) - Employees, Directors And Non-Employee [Member] | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 92.05% | 91.42% |
Volatility, Maximum | 92.62% | 92.04% |
Risk-free interest rate, Minimum | 3.45% | |
Risk-free interest rate, Maximum | 4.13% | |
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 | 5 years 9 months 21 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years 10 months 17 days | 6 years |
STOCKHOLDERS' EQUITY - Compensa
STOCKHOLDERS' EQUITY - Compensation cost (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 10,148 | $ 8,972 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 44 | 48 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 2,488 | 2,048 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 3,670 | 3,132 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 3,946 | $ 3,744 |
SELECTED STATEMENTS OF OPERAT_3
SELECTED STATEMENTS OF OPERATIONS DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
SELECTED STATEMENTS OF OPERATIONS DATA | ||||
Bank charges | $ 65 | $ 45 | ||
Foreign currency adjustments expenses, net | 105 | 138 | ||
Interest income | (864) | (21) | ||
Revaluation of short-term investments | (37) | |||
Remeasurement of long-term loan | (3,456) | (172) | ||
Remeasurement of warrant liability | 246 | 342 | ||
Debt issuance cost | $ 503 | $ 724 | 503 | 724 |
Total financial expenses, net | $ 2,565 | $ 672 | $ 2,982 | $ 716 |
BASIC AND DILUTED NET LOSS PE_3
BASIC AND DILUTED NET LOSS PER COMMON STOCK - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
BASIC AND DILUTED NET LOSS PER COMMON STOCK | ||||
Net loss attributable to common stock shareholders used in computing basic net loss per share | $ 16,338 | $ 16,607 | $ 28,849 | $ 31,267 |
Weighted average number of common stock used in computing basic loss per share | 28,186,345 | 22,426,019 | 27,879,881 | 21,925,089 |
Basic net loss per stock | $ 0.58 | $ 0.74 | $ 1.03 | $ 1.43 |
Number of potential common shares | 12,195,745 | 7,198,771 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jul. 25, 2023 | Jul. 11, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||
Options granted, Number of options | 1,156,600 | |||
Exercise price of option | $ 4.37 | |||
2020 Plan | ||||
Subsequent Event [Line Items] | ||||
Vesting period | 3 years | |||
Exercise price of options, minimum | $ 3.92 | |||
Exercise price of options, maximum | $ 4.48 | |||
Options granted, Number of options | 776,600 | |||
Number of awards vested | 676,600 | |||
Term of the awards | 10 years | |||
Restricted stock | ||||
Subsequent Event [Line Items] | ||||
Granted shares, other than options | 525,600 | |||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Number of warrants exercised | 86,985 | |||
Number of shares issued upon exercise of warrants | 86,983 | |||
Exercise price of options, minimum | $ 3.69 | |||
Exercise price of options, maximum | $ 3.97 | |||
Subsequent event | Restricted stock | ||||
Subsequent Event [Line Items] | ||||
Granted shares, other than options | 296,500 | |||
Subsequent event | Restricted stock | Shares that will vest immediately | ||||
Subsequent Event [Line Items] | ||||
Number of awards vested | 100,000 | |||
Subsequent event | Restricted stock | Shares that will vest over a period of three to four | ||||
Subsequent Event [Line Items] | ||||
Number of awards vested | 196,500 | |||
Subsequent event | Restricted stock | Shares that will vest over a period of three to four | Minimum | ||||
Subsequent Event [Line Items] | ||||
Vesting period | 3 years | |||
Subsequent event | Restricted stock | Shares that will vest over a period of three to four | Maximum | ||||
Subsequent Event [Line Items] | ||||
Vesting period | 4 years | |||
Subsequent event | Restricted stock | 2020 Plan | ||||
Subsequent Event [Line Items] | ||||
Granted shares, other than options | 46,500 | |||
Subsequent event | Warrants | ||||
Subsequent Event [Line Items] | ||||
Vesting period | 3 years | |||
Exercise price of warrant | $ 3.46 | |||
Warrants to purchase common stock | 40,000 | |||
Subsequent event | Stock option | ||||
Subsequent Event [Line Items] | ||||
Vesting period | 3 years | |||
Options granted, Number of options | 57,300 | |||
Term of the awards | 10 years |