Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 22, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-37704 | ||
Entity Registrant Name | DARIOHEALTH CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-2973162 | ||
Entity Address, Address Line One | 322 W. 57th St. | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10011 | ||
City Area Code | 972 | ||
Local Phone Number | 4 770-6377 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Central Index Key | 0001533998 | ||
Current Fiscal Year End Date | --12-31 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | DRIO | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 98,193,532 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 29,442,532 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 1281 | ||
Auditor Name | KOST FORER GABBAY & KASIERER | ||
Auditor Location | Tel-Aviv, Israel | ||
Document Financial Statement Error Correction [Flag] | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 36,797 | $ 49,357 |
Short-term restricted bank deposits | 292 | 165 |
Trade receivables , net | 3,155 | 6,416 |
Inventories | 5,062 | 7,956 |
Other accounts receivable and prepaid expenses | 2,024 | 1,630 |
Total current assets | 47,330 | 65,524 |
NON-CURRENT ASSETS: | ||
Deposits | 6 | 6 |
Operating lease right of use assets | 967 | 1,206 |
Long-term assets | 143 | 111 |
Property and equipment, net | 899 | 788 |
Intangible assets, net | 5,404 | 9,916 |
Goodwill | 41,640 | 41,640 |
Total non-current assets | 49,059 | 53,667 |
Total assets | 96,389 | 119,191 |
CURRENT LIABILITIES: | ||
Trade payables | 1,131 | 2,322 |
Deferred revenues | 997 | 1,320 |
Operating lease liabilities | 111 | 293 |
Other accounts payable and accrued expenses | 6,300 | 6,592 |
Current maturity of long term loan | 3,954 | 8,823 |
Total current liabilities | 12,493 | 19,350 |
NON-CURRENT LIABILITIES | ||
Operating lease liabilities | 885 | 827 |
Long-term loan | 24,591 | 18,105 |
Warrant liability | 240 | 910 |
Other long-term liabilities | 36 | 0 |
Total non-current liabilities | 25,752 | 19,842 |
STOCKHOLDERS' EQUITY | ||
Common stock of $0.0001 par value - authorized: 160,000,000 shares; issued and outstanding: 27,191,849 and 25,724,470 shares on December 31, 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 December 31, 2023 and December 31, 2022, respectively | ||
Additional paid-in capital | 407,502 | 365,846 |
Accumulated deficit | (349,361) | (285,850) |
Total stockholders' equity | 58,144 | 79,999 |
Total liabilities and stockholders' equity | $ 96,389 | $ 119,191 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 27,191,849 | 25,724,470 |
Common stock, shares, outstanding | 27,191,849 | 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 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenues | $ 20,352 | $ 27,656 |
Total cost of revenues | 14,368 | 18,001 |
Gross profit | 5,984 | 9,655 |
Operating expenses: | ||
Research and development | 20,248 | 19,649 |
Sales and marketing | 23,785 | 30,323 |
General and administrative | 18,140 | 16,493 |
Total operating expenses | 62,173 | 66,465 |
Operating loss | 56,189 | 56,810 |
Total financial expenses, net | 3,174 | 5,379 |
Loss before taxes | 59,363 | 62,189 |
Income Tax | 64 | 4 |
Net loss | 59,427 | 62,193 |
Other comprehensive loss: | ||
Deemed dividend | 4,084 | 1,643 |
Net loss attributable to shareholders | $ 63,511 | $ 63,836 |
Net loss per share: | ||
Basic net loss per share of common stock | $ 1.93 | $ 2.54 |
Diluted net loss per share of common stock | $ 1.93 | $ 2.54 |
Weighted average number of Common Stock used in computing basic net loss per share | 28,371,979 | 23,635,038 |
Weighted average number of Common Stock used in computing diluted net loss per share | 28,371,979 | 23,635,038 |
Services | ||
Total revenues | $ 13,084 | $ 17,859 |
Total cost of revenues | 4,679 | 5,324 |
Consumer hardware | ||
Total revenues | 7,268 | 9,797 |
Total cost of revenues | 5,303 | 8,320 |
Amortization of acquired intangible assets | ||
Total cost of revenues | $ 4,386 | $ 4,357 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Preferred Stock | 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 | ||||
Issuance of common stock to consultants and service provider | 377 | 377 | |||
Issuance of common stock to consultants and service provider (in shares) | 62,926 | ||||
Issuance of common stock to directors and employees | 190 | 190 | |||
Issuance of common stock to directors and employees (in shares) | 29,755 | ||||
Deemed dividend related to issuance of preferred stock | 1,643 | (1,643) | |||
Conversion of preferred stock to common stock (in shares) | 2,778,450 | (8,360) | |||
Issuance of warrants to service providers | 3,105 | 3,105 | |||
Issuance of common stock, net of issuance cost | $ 1 | 38,287 | 38,288 | ||
Issuance of common stock, net of issuance cost (in shares) | 4,747,761 | ||||
Earnout resolution | 328 | 328 | |||
Issuance of Common Stock, net of issuance cost upon Acquisitions | 1,186 | 1,186 | |||
Issuance of Common Stock, net of issuance cost upon Acquisitions (in shares) | 378,492 | ||||
Repurchase and retirement of common stock | (134) | (134) | |||
Repurchase and retirement of common stock (in shares) | (58,657) | ||||
Stock-based compensation | 13,303 | 13,303 | |||
Stock-based compensation (in shares) | 1,131,102 | ||||
Net Income (Loss) | (62,193) | (62,193) | |||
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 | 6,821 | |||
Exercise of warrants (in shares) | 86,983 | ||||
Extinguishment of preferred stock in connection with preferred stock modification | 984 | (984) | |||
Deemed dividend related to issuance of preferred stock | 3,100 | (3,100) | |||
Conversion of preferred stock to common stock (in shares) | 3,582 | (10) | |||
Issuance of warrants to service providers | 3,516 | $ 3,516 | |||
Issuance of warrants related to loan agreement, net of issuance cost | 1,389 | 1,389 | |||
Common stock related to earnout consideration (in shares) | 76,637 | ||||
Issuance of common stock, net of issuance cost | 16,482 | 16,482 | |||
Issuance of common stock, net of issuance cost (in shares) | 408,043 | 15,402 | |||
Stock-based compensation | 16,185 | 16,185 | |||
Stock-based compensation (in shares) | 887,334 | ||||
Net Income (Loss) | (59,427) | (59,427) | |||
Balance at Dec. 31, 2023 | $ 3 | $ 407,502 | $ (349,361) | $ 58,144 | |
Balance (in shares) at Dec. 31, 2023 | 27,191,849 | 18,959 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (59,427) | $ (62,193) |
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 | 19,701 | 16,975 |
Depreciation | 473 | 356 |
Change in operating lease right of use assets | 239 | (919) |
Amortization of acquired intangible assets | 4,512 | 4,361 |
Decrease (increase) in trade receivables | 3,261 | (5,106) |
Increase in other accounts receivable, prepaid expense and long-term assets | (426) | (3) |
Decrease (increase) in inventories | 2,894 | (1,728) |
Decrease in trade payables | (1,191) | (2,787) |
Decrease in other accounts payable and accrued expenses | (256) | (1,314) |
Increase (Decrease) in deferred revenues | (323) | 125 |
Change in operating lease liabilities | (124) | 833 |
Remeasurement of earn-out | (497) | |
Non cash financial expenses | 528 | 4,052 |
Other | (240) | |
Net cash used in operating activities | (30,379) | (47,845) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (584) | (442) |
Purchase of short-term investments | (4,996) | |
Proceeds from redemption of short-term investments | 5,033 | |
Purchase of intangible assets | (131) | |
Net cash used in investing activities | (547) | (573) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and prefunded warrants, net of issuance costs | 1,614 | 38,288 |
Proceeds from issuance of preferred stock, net of issuance costs | 14,868 | |
Proceeds from borrowings on Loan 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 | 18,253 | 61,940 |
Increase in cash, cash equivalents and restricted cash and cash equivalents | (12,673) | 13,522 |
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 | 36,797 | 49,470 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest on long-term loan | 4,031 | 1,876 |
Non-cash activities: | ||
New right-of-use assets obtained in exchange for operating lease obligations | $ 136 | 1,269 |
Earn-out extinguishment as part of WayForward acquisition | $ 328 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 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. DarioHealth’s digital therapeutic platform has been designed with a ‘user-first’ strategy, focusing on the user’s needs first and foremost, and user experience and satisfaction. User satisfaction is constantly measured and drives, all company processes, including our technology design. The Company has one reporting unit and one operating segment. b. The Company has a wholly owned subsidiary, LabStyle Innovation Ltd. (“LabStyle”), which was incorporated and commenced operations on September 14, 2011, in Israel. Its principal business activity is to hold the Company’s intellectual property and to perform research and development, manufacturing, marketing, and other business activities. c. The Company has incurred net losses since its inception. As of December 31, 2023, The Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $349,361 as of December 31, 2023. For the year ended December 31, 2023, the Company used approximately $30,379 of cash in operations. Management believes the Company has sufficient funds to support its operation for at least a period of twelve months from the date of the issuance of these consolidated financial statements. The Company expect to incur future net losses and our transition to profitability is dependent upon, among other things, the successful development and commercialization of the Company’s products and the achievement of a level of revenues adequate to support the cost structure. Until the Company achieves profitability or generates positive cash flows, it will continue to be dependent on raising additional funds. The Company intends to fund its future operations through cash on hand, additional private and/or public offerings of debt or equity securities or a combination of the foregoing. 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. d. The Company’s Common Stock is listed on the Nasdaq Capital Market under the symbol “DRIO”. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”). a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements including other accounts receivable and prepaid expenses and other accounts payable and accrued expenses, and the reported amounts of revenue, cost of revenues and operational expenses during the reporting period. Actual results could differ from those estimates. b. Financial statements in U.S. dollars (“$,” “dollar” or “dollars”): The functional currency of the Company and its subsidiaries is the U.S dollar. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of LabStyle expenses is denominated in New Israeli Shekels c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. d. Segment information: Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company defines the term “chief operating decision maker” to be its Chief Executive Officer. The Company’s Chief Executive Officer reviews the financial information presented on consolidated e. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) f. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 5.2% and 0.61% as of December 31, 2023 and 2022, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2023, and 2022, the Company had a short-term restricted bank deposit which are used as collateral for rent and gratuity in the amount of $229 and $113, respectively. As of December 31, 2023, and 2022, the Company had short-term restricted bank deposits which are used as collateral for credit payments in amounts of $63 and $52, respectively. The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2023 2022 Cash, and cash equivalents as reported on the balance sheets $ 36,797 $ 49,357 Short-term restricted bank deposits $ — $ 113 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 36,797 $ 49,470 g. Trade receivables, net: The Company records trade receivables for amounts invoiced and yet unbilled invoices. The Company’s expected loss allowance methodology for trade receivables is based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses on the Company's Consolidated Statements of Comprehensive Loss. As of December 31, 2023, and 2022, credit loss allowance was immaterial. h. Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2023, and 2022 amounted to $121 and $88, respectively. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) i. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or j. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the years ended December 31, 2023, and 2022, no impairment was recorded. k. 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. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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 – B2B2C The Company provides mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Such programs include among others, 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. 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 result 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. Commercial revenue - Strategic partnerships The Company has also entered into contracts (Note 6 l. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, hosting services, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of costs to fulfill a contract and inventory write-downs. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) m. Concentrations of credit risk: 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 December 31, 2023, the Company's major customer accounted for 66.5% of the Company's accounts receivable balance. For the year ended December 31, 2023 and December 31, 2022, the Company's major customer accounted for 29.9% and 39.8%, respectively, of the Company's revenue in the period. n. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was recorded. o. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) p. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. q. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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 unobservable in the market, the determination of fair value requires more judgment, and the fair value are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The Company's Loan Facility, and warrants liability were measured at fair value using Level 3 unobservable inputs (see note 8). r. Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. s. Basic and diluted net loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company's Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Common Stock, based on the conversion ratio, assuming conversion of all Convertible Preferred shares into shares of Common Stock. The Company’s basic net loss per share is calculated by dividing net loss attributable to common and preferred stockholders by the weighted-average number of shares, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) t. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2023 and 2022 amounted to $947 and $1,136, respectively. The Company has a 401(k) defined contribution plan covering certain employees in the U.S. All eligible employees may elect to contribute up to $22.5 per year (for certain employees over 50 years of age the maximum contribution is $30 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. u. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2023, and 2022, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. v. Leases: Lessee accounting: The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of the lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. See also Note 9. w. Business combination and asset acquisitions: The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related direct costs are capitalized as part of the asset or assets acquired. x. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other" ("ASC 350"), goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit would exceed its estimated fair value, the Company would have recognized an impairment of goodwill for the amount of this excess. For the years ended December 31, 2023 and 2022, no impairment of goodwill has been recorded. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) y. 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 timelier 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- Securities and Exchange Commission (“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 material 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)” (“ASC470-20”). 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 consolidated financial statements. (iii) In October 2021, the FASB issued ASU 2021-08, which requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805. requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. For the Company, the guidance is effective for fiscal years beginning after 15 December 2022 and interim periods within those fiscal years. The Company completed its evaluation of ASU 2021-08, which we adopted on January 1, 2023. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements and related disclosures. z. Recently issued accounting pronouncements, not yet adopted: (i) In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact on its financial statement disclosures. (ii) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance will be effective for the Company for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2023 2022 Prepaid expenses $ 1,536 $ 908 Costs to fulfill a contract 238 483 Government authorities 250 239 $ 2,024 $ 1,630 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 4:- ACQUISITIONS Technology Purchase of Physimax Technologies Ltd. On March 31, 2022 (the “Acquisition Date”), the Company completed the acquisition, through its subsidiary LabStyle, of a technology from Physimax Technologies Ltd (“Physimax Technology”). The Company considered this transaction as an asset acquisition The consideration transferred included the issuance of 256,660 shares of its common stock subjected to certain terms of lock-up periods valued at $1,186, a cash payment of $500, of which $400 was paid during the fourth quarter of 2021, and the remaining during the second quarter of 2022, The total consideration transferred in the acquisition of Physimax Technology was $1,686. In addition, the Company incurred acquisition-related costs in an amount of $131. NOTE 4:- ACQUISITIONS (Cont.) Purchase allocation: Under asset acquisition accounting principles, the total purchase price was allocated to Physimax Technology as set forth below. Amortization period (Years) Technology $ 1,817 3 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
INVENTORIES | |
INVENTORIES | NOTE 5:- INVENTORIES Inventory consists of the following: December 31, 2023 2022 Raw materials $ 1,015 $ 1,346 Finished products 4,047 6,610 $ 5,062 $ 7,956 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
REVENUE | |
REVENUE | NOTE 6: - 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 with 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. NOTE 6: - REVENUES (Cont.) Since the contract consideration includes variable consideration, as of December 31, 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 year ended December 31, 2023, the Company recognized $2,494 in revenues for the completion of the second development plan . 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 , based on labor hours. The Company determined that this method under ASC 606 best measures progress towards satisfying the performance obligation and faithfully depicts the transfer of goods and services. For the year ended December 31, 2023, the Company recognized $2,098 in revenues, with additional revenues from the third development plan of $ 602 expected to be recognized by the end of June 2024. In July 2023, the Company entered into an amended and restated strategic agreement with the preferred partner. Pursuant to the amendment, the parties adjusted certain pre-agreed economic parameters, including revenue share adjustments and to allow to expedite certain development milestones agreed upon in the parties’ initial agreement. Agreement with National Health Plan On October 1, 2021, the Company entered into a Master Service Agreement (“MSA”) and into a SOW ("October SOW") with a national health plan (“Health Plan”). Pursuant to the October SOW, the Company will provide the Health Plan access to web and app-based platform, for behavioral health. The Company has concluded that the Contract contained a single performance obligation – to provide access to the Company's platform. The consideration in the Contract was based entirely on customer usage. On The Company concluded (i) Digital Behavioral Health Navigation Platform Implementation. This performance obligation includes configuration and implementation of the platform. (ii) Enhancements to the Digital Behavioral Health Navigation Platform. This performance obligation includes adding additional features and capabilities to the Platform. NOTE 6: - The August SOW includes 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 years ended December 31, 2023, and December 31, 2022 the Company recognized revenues of $962 and $1,778 respectively for the completion of the August SOW. Revenue Source: The following tables represent the Company total revenues for the year ended December 31, 202 3 2 December 31, 2023 2022 Commercial - Business-to-Business-to-Consumer (“B2B2C”) $ 5,005 $ 3,593 Commercial - Strategic partnerships 7,054 12,784 Consumers 8,293 11,279 $ 20,352 $ 27,656 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 company expects all remaining performance obligations to be satisfied in less than a year. The following table presents the significant changes in the deferred revenue balance during the year ended December 31, 202 3 Balance, beginning of the period $ 1,320 New performance obligations 5,353 Reclassification to revenue as a result of satisfying performance obligations (5,676) Balance, end of the period $ 997 Costs to fulfill a contract The Company defers costs 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 contract are recorded in other accounts receivable and prepaid expenses and long-term assets. NOTE 6: - 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. Costs to fulfill a contract as of December 31, 202 3 December 31, December 31, 2023 2022 Costs to fulfill a contract, current $ 238 $ 483 Costs to fulfill a contract, noncurrent 59 41 Total costs to fulfill a contract $ 297 $ 524 Costs to fulfill a contract were as follows: Costs to fulfill a contract Beginning balance as of December 31, 2022 $ 524 Additions 474 Cost of revenue recognized (701) Ending balance as of December 31, 2023 297 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
DEBT | |
DEBT | NOTE 7:- 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 Avenue 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 Avenue 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 Avenue 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. On the closing date, and with respect to the Initial Tranche only, the Company agreed to issue for each Avenue Lender a warrant (the “Warrant”) to purchase up to 292,442 shares of the Company’s common stock, at an exercise price of $3.334 per share (also see note 20f), which shall have a term of five years from the issuance date. The Warrant contains customary share adjustment provisions, as well as adjustments to the number of shares issuable upon exercise of the Warrant and the exercise price in the event of a bona fide equity raise prior to September 30, 2023, at a price less than the then current exercise price. As of December 31, 2023, the customary share adjustment provisions and adjustments related to a bona fide equity raise prior to September 30, 2023, remain unchanged. 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 Avenue 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(Also see note 20f). 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 concluded that Avenue Loan and the Avenue Warrants are freestanding financial instruments since these instruments are legally detachable and separately exercisable. The Company has concluded that the warrants meet all the conditions to be classified as equity pursuant to ASC 480 and ASC 815-40. In addition, the Company elected to account for the Avenue Loan 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. As such, the proceeds were first allocated to the Loan at fair value in the amount of $28,215 and the remaining amount of $1,389 was allocated to the warrants. During the year ended December 31, 2023 and 2022, the Company recognized $187 of remeasurement income related to the Initial Commitment Amount, which was included as part of financial expenses in the Company's statements comprehensive loss. During the year ended December 31, 2023, the Company did not recognize any instrument specific credit risk fair value adjustment. NOTE 7: - DEBT (Cont.) 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 $ 5.79 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8:- FAIR VALUE MEASUREMENTS 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 7) 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: December 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Current maturity of long term loan $ 3,954 $ — $ — $ 3,954 Long term loan 24,591 — — 24,591 Warrant liability 240 — — 240 Total financial liabilities $ 28,785 $ — $ — $ 28,785 December 31, 2022 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Current maturity of long term loan 8,823 — — 8,823 Long term loan 18,105 — — 18,105 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”) and up to $25,000 was available on or prior to June 30, 2023, subject to certain revenue requirements (the “Delayed Draw Commitment Amount”). 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. The company did not draw the Delayed Draw Commitment Amount. NOTE 8:- 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 secured credit facility in an aggregate principal amount of up to $40,000 (the “Avenue Loan Facility”), of which $30,000 was made available on the closing date (the “Initial Tranche”) and up to $10,000 (the “Discretionary Tranche”) may be made available on the later of July 1, 2023, or the date the Avenue 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 Avenue Lenders The fair value of the Avenue Loan Facility is recognized in connection with the Company’s LSA with respect to the Initial Commitment Amount only (Note 7). 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 Avenue 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 Avenue 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%). 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 fair value of the Avenue Loan Facility, as of December 31, 2023, was estimated using a discount rate of 19% which reflects the internal rate of return of the Avenue Loan Facility at closing, as of May 1, 2023. For the year ended December 31, 2023, the change in the fair value of the loan was recorded in earnings since the Company concluded that those were not 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 8). The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the warrant liability, which is reported within non-current liabilities on the consolidated balance sheets, is estimated by the Company based on the Monte-Carlo simulation valuation technique, in order to predict the probability of different outcomes that rely on repeated random variables. The fair value of the warrant liability was estimated using a Monte-Carlo simulation valuation technique, with the following significant unobservable inputs (Level 3): December 31, December 31, 2023 2022 Stock price $ 1.72 $ 7.45 Exercise price 5.79 6.62 Expected term (in years) 5.44 7.00 Volatility 96.8% 148.8% Dividend rate — — Risk-free interest rate 3.88% 3.13% NOTE 8:- FAIR VALUE MEASUREMENTS (Cont The following tables present the summary of the changes in the fair value of our Level 3 financial instruments: December 31, 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 863 (670) Balance as of December 31, 2023 $ 28,545 $ 240 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | NOTE 9:- LEASES The Company has entered into various non-cancelable operating lease agreements for certain of its offices and car leases. The Company's leases have original lease periods expiring between 2024 and 2028. Many leases include one or more options to renew. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants, the Company elected to not recognize a lease liability and a ROU asset for lease with a term of twelve months or less. The components of lease costs, lease term and discount rate are as follows: Year ended December 31, 2023 Operating lease cost $ 392 Short term lease cost 278 Variable lease cost 10 Total lease cost $ 680 Weighted Average Remaining Lease Term Operating leases 4.37 years Weighted Average Discount Rate Operating leases 9.38 % NOTE 9:- LEASES The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023: Operating Leases 2024 $ 124 2025 305 2026 279 2027 279 2028 284 Total undiscounted cash flows 1,271 Less imputed interest (275) Present value of lease liabilities $ 996 Supplemental cash flow information related to leases are as follows: Year ended December 31, 2023 Cash payments related to operating lease $ 328 New right-of-use assets obtained in exchange for operating lease obligations $ 136 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | NOTE 10:- PROPERTY AND EQUIPMENT, NET Composition of assets, grouped by major classification, is as follows: December 31, 2023 2022 Cost: Computers and peripheral equipment $ 937 $ 944 Office furniture and equipment 137 154 Production lines 988 988 Leasehold improvement 326 141 2,388 2,227 Accumulated depreciation: Computers and peripheral equipment 542 534 Office furniture and equipment 43 60 Production lines 874 773 Leasehold improvement 30 72 1,489 1,439 Property and equipment, net $ 899 $ 788 NOTE 10:- PROPERTY AND EQUIPMENT, NET Depreciation expenses for the year ended December 31, 2023 and 2022 amounted to $392 and $356, respectively. During 2023 the Company recorded a reduction of $81 to the cost and accumulated depreciation of fully depreciated computers equipment no longer in use. |
OTHER INTANGIBLE ASSETS, NET
OTHER INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
OTHER INTANGIBLE ASSETS, NET [Abstract] | |
OTHER INTANGIBLE ASSETS, NET | NOTE 11:- OTHER INTANGIBLE ASSETS , a. Finite-lived other intangible assets: Weighted December 31, December 31, Average 2023 2022 Remaining Life Original amounts: Technology $ 16,936 $ 16,936 1.2 Brand 376 376 0.4 17,312 17,312 Accumulated amortization: Technology 11,586 7,199 Brand 322 197 11,908 7,396 Other intangible assets, net $ 5,404 $ 9,916 b. Amortization expenses for the years ended December 31, 2023 and December 31, 2022 amounted to $4,512 and $4,361, respectively. c. Estimated amortization expense: For the year ended December 31, 2024 4,452 2025 952 $ 5,404 |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 12:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2023 2022 Employees and payroll accruals $ 4,073 $ 4,407 Accrued expenses 2,227 2,185 $ 6,300 $ 6,592 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 13:- COMMITMENTS AND CONTINGENT LIABILITIES From time to time, the Company is involved in claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Royalties The company has a liability to pay future royalties to the Israeli Innovation Authority (the “IIA”) for participated in programs sponsored by , In connection with specific research and development activities, Physimax, prior to its acquisition by the Company, received $1,011 of participation payments from the IIA. The Company’s total commitment for royalties payable with respect to future sales, based on IIA participations received, net of royalties accrued or paid, totaled $932 as of December 31, 2023. During the Year ended December 31,2023 and December 31, 2022 the company recorded IIA royalties related to the acquisition of Physimax Technology in amount of $1 and $120, respectively. |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
LONG-LIVED ASSETS | |
LONG-LIVED ASSETS | NOTE 14:- LONG-LIVED ASSETS As of December 31, 2023, substantially all of the Company long live assets are located in Israel. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 15:- TAXES ON INCOME The Company and its subsidiaries are separately taxed under the domestic tax laws of the country of incorporation of each entity. Tax Reform On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was signed into law. The TCJA makes broad and complex changes to the Internal Revenue Code of 1986 (the “Code”) that may impact the Company’s provision for income taxes. The changes include, but are not limited to: ● Decreasing the corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017 (“Rate Reduction”); ● The Deemed Repatriation Transition Tax; and ● Taxation of Global Intangible Low-Taxed Income (“GILTI”) earned by foreign subsidiaries beginning after December 31, 2017. The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Net Operating Losses- Before the TCJA, taxable losses generated in the U.S. were able to be carried back for two years or carried forward for 20 years to offset prior/future year taxable income. TCJA changes the rule, and allows losses generated after 2017 (i.e. starting in 2018) to be carried forward indefinitely, but only to offset 80% of future year income. Carryback losses are no longer allowed. NOTE 15:- TAXES ON INCOME (Cont.) In response to the COVID-19 pandemic, the U.S. passed the Coronavirus Aid, Relief, and Economic Security Act (CARES) in March 2020. The CARES Act changed the treatment of net operating losses (“NOLS”) generated in tax years 2018, 2019 and 2020. Losses generated in these years are able to be carried backward for 5 years, and carried forward indefinitely, without the 80% limitation. Tax rates applicable to Labstyle and Upright: The Corporate tax rate in Israel in 2022 and 2023 was 23%. Net operating loss carryforward: Labstyle has accumulated net operating losses for Israeli income tax purposes as of December 31, 2023, in the amount of approximately $189,653. The net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2023, the Company and WayForward had a U.S. federal net operating loss carryforward of approximately $36,786 and $8,084, of which $7,120 and $371, respectively, were generated from tax years 2011-2017 and can be carried forward and offset against taxable income and that expires during the years 2031 to 2037. Under Sections 382 and 383 of the IRC, utilization of the U.S. loss carryforward may be subject to substantial annual limitation due to the “change in ownership” provisions of the Code and similar state provisions. The annual limitations may result in the expiration of losses before utilization. Since the Company has not yet utilized the losses to offset income, no study has been performed to assess the potential limitations, but when relevant, a study will be performed. The remaining NOLs of the Company and WayForward are approximately $29,666 and $7,713, were generated in years 2018-2022, and are subject to the TCJA, which modified the rules regarding utilization of NOLs. NOLs generated after December 31, 2017, can only be used to offset 80% of taxable income with an indefinite carryforward period for unused carryforwards (i.e., they should not expire). Utilization of the federal and state net operating losses and credits may be subject to a substantial annual limitation due to an additional ownership change. The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event, the Company has a change of ownership, utilization of the carryforwards could be restricted. As discussed above, under the CARES Act, the losses from 2018-2023 are excluded from the limitation and can be carried forward indefinitely to offset 100% of future net income. NOTE 15:- TAXES ON INCOME (Cont.) Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2023 2022 Deferred tax assets: Net operating loss and capital losses carry forward $ 51,533 $ 45,790 Temporary differences - Research and development expenses 3,815 4,058 Temporary differences - Accrued employees costs 370 366 Temporary differences - Stock-based compensation 4,328 3,734 Temporary differences - Credit Facility — 723 Temporary differences - Loan 306 — Temporary differences - Intangible Assets 152 65 Temporary differences - Lease Liability 229 253 Deferred tax assets: 60,733 54,989 Less: Valuation allowance (58,303) (52,504) Deferred tax assets 2,430 2,485 Deferred tax liability: Temporary differences - Intangible Assets (2,208) (2,208) Temporary differences - Lease Right of Use Assets (222) (277) Deferred tax liability (2,430) (2,485) Net deferred tax asset $ — $ — The deferred tax balances included in the consolidated financial statements as of December 31, 2023, are calculated according to the tax rates that were in effect as of the reporting date and do not take into account the potential effects of the changes in the tax rate. The net change in the total valuation allowance for the year ended December 31, 2023, was an increase of $ 5,798 NOTE 15:- TAXES ON INCOME (Cont.) a. Loss before taxes on income consists of the following: Year ended December 31, 2023 2022 Domestic $ 23,477 $ 22,902 Foreign 35,886 39,287 $ 59,363 $ 62,189 b. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 16:- STOCKHOLDERS’ EQUITY a. The holders of Common Stock have the right to one vote for each share of Common Stock held of record by such holder with respect to all matters on which holders of Common Stock are entitled to vote, to receive dividends as they may be declared at the discretion of the Company’s Board of Directors and to participate in the balance of the Company’s assets remaining after liquidation, dissolution or winding up, ratably in proportion to the number of shares of Common Stock held by them after giving effect to any rights of holders of preferred stock. Except for contractual rights of certain investors, the holders of Common Stock have no pre-emptive or similar rights and are not subject to redemption rights and carry no subscription or conversion rights. b. On January 4, 2022, out of the pre-funded warrants that were issued in May 2019 private placement, 81,233 were exercised on a cashless basis into 81,221 shares of the Company’s common stock. As of December 31, 2022, the Company’s total outstanding prefunded warrants were exercisable into 1,769,794 shares of common stock. 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. I n April 2023, the Company issued 76,637 shares of common stock to settle an earn-out payment owed in connection with the acquisition of PsyInnovations, Inc. (dba wayForward). d. In November and December, 2019, the Company entered into subscription agreements (the “Series A, A-1, A-2, A-3 and A-4 Subscription Agreement”) for a sale of an aggregate of 21,375 shares of newly designated Series A, A-1, A-2, A-3 and A-4 Preferred Stock (the “Series A Preferred Stock”), at a purchase price of $1,000 per share (the “Stated Value”), for aggregate gross proceeds, of approximately $21,375 ( $18,689 net of issuance expenses). The initial conversion price for the Series A, A-1, A-2, A-3 and A-4 Preferred Stock was $4.05 , $4.05 , $4.28 , $4.98 and $5.90 , respectively, subject to adjustment in the event of stock splits, stock dividends, and similar transactions). As such, the Company recorded a deemed dividend during 2019 in the amount of $2,860 for the benefit created to the series A-2, A-3 and A-4 holders. NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.) The Series A Preferred Stock automatically converted into shares of Common Stock, on the 36-month anniversary of the Series A Effective Date. During the year ended December 31, 2022, the Company accounted for the dividend as a deemed dividend in a total amount of $1,580. Pursuant to the Placement Agency Agreement (the “Placement Agency Agreement”) executed by and between the Company and the registered broker dealer retained to act as the Company’s exclusive placement agent (the “Placement Agent”) for the offering of the Series A Preferred Stock, the Company paid the Placement Agent an aggregate cash fee of $1,788, non-accountable expense allowance of $641 and was required to issue to the Placement Agent or its designees warrants to purchase 719,243 shares of Common Stock at an exercise price ranging from $4.05 to $5.90 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period of five years from the date of the final closing of the Series A Preferred Stock Offering. As of December 31, 2023, out of the Placement Agent Warrants that were issued in December 2019 and July 2020, 451,226 were exercised into 333,077 shares of Common Stock. On September 20, 2022, the Board of Directors authorized the Company to enter into an exchange agreement with a certain preferred stockholder to exchange 885 shares of the Company’s Series A-1 Preferred Stock for 308,711 shares of the Company’s common stock. During the year ended 31, 2022, the investor exchanged those certain shares. The Company has accounted for the exchange as a modification and recorded the increase in fair value as a deemed dividend in the amount of $62. During the year ended December 31, 2022 a total of 1,130 of certain Series A Convertible Preferred Stock, were converted into 339,417 shares of Common Stock, including issuance of dividend shares. In November, to December 2022 and January 2023, 6,355 Series A Preferred Stock automatically converted into 2,133,904 shares of Common Stock after completing 36-month anniversary of each the Series A Preferred Stock. The conversion included accumulative dividends payable available upon conversion of each Series A Preferred Stock. 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, in the aggregate, if not converted for at least four quarters and 382,050 shares, in the aggregate, if not converted for at least five quarters. NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.) The Company has concluded that the Series A-1 preferred shares modification should be accounted for as an extinguishment transaction and recorded the increase in fair value as a deemed dividend in the amount of $984. During the year ended December 31, 2023, the Company accounted for the dividend shares of common stock upon the deferred conversion of the Series A-1 Convertible Preferred Stock as a deemed dividend in a total amount of $618. e. During the year ended December 31, 2023, options were exercised into 4,800 shares of Common Stock. f. 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. During the year ended December 31, 2023 and 2022, the Company received net proceeds of $1,614 and $260 from the sale of 408,043 and 73,037 shares of the Company’s common stock, respectively. As of December 31, 2023, there were $47,971 remaining funds available under the ATM. g. On February 28, 2022, the Company entered into securities purchase agreements with institutional accredited investors relating to an offering with respect to the sale of an aggregate of 4,674,454 shares of the Company’s common stock, and pre-funded warrants to purchase an aggregate of 667,559 shares of the Company’s common stock at an exercise price of $0.0001 per share, at a purchase price of $7.49 per share (or share equivalent). The aggregate gross proceeds were approximately $40,000 ( $38,023 , net of issuance expenses). h. On 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 offerings were approximately $15,402 ($ 14,868 net of issuance expenses). The Preferred Stock will automatically convert into shares of common stock, 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 subject to receipt of the approval of the Company’s shareholders. The Preferred Stock has been accounted for as an equity instrument. During the year ended December 31, 2023, the Company accounted for the dividend shares of common stock upon the dividend shares earned by Series B Preferred Stock as a deemed dividend in a total amount of $2,482. NOTE 16:- STOCKHOLDERS’ EQUITY (Cont. i. Stock-based compensation: On January 23, 2012, the Company’s 2012 Plan was adopted by the Board of Directors of the Company and approved by a majority of the Company’s stockholders, under which options to purchase shares of Common Stock have been reserved. Under the 2012 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. On February 5, 2020, the Company’s stockholders approved an amendment to the 2012 Plan to increase the number of shares authorized for issuance under the 2012 Plan by 1,350,000 shares, from 618,650 to 1,968,650. On October 14, 2020, the Company’s stockholders approved the 2020 Equity incentive Plan (the “2020 Plan”) and the immediate reservation of 900,000 shares under this Plan for the remainder of the 2020 fiscal year. Under the 2020 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. During 2021 In January 2022, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 1,339,624 shares, from 2,528,890 to 3,868,514. 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. 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. (See also note 20f ( NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.) In December 2021, the Compensation Committee authorized the Company to issue warrants to purchase up to 8,000 In May 2022 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 shares have expired) of the Company’s common stock which shall vest over 12 months and 24-month In December 2022, the Compensation Committee authorized the Company to issue warrants to purchase up to 500,000, shares of Common Stock, to a certain consultant of the Company, at a purchase price of $5.00. 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 year ended December 31, 2023, the Company recorded compensation expenses for certain consultants in the amount of $650. 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 consultants in the amount of $960. On July 25, 2023, the Compensation Committee approved the grant of warrants to purchase up to 40,000 shares of common stock, with an exercise price of $3.46, per share to a certain consultant, the stock options vests over a three-year NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.) The table below summarizes the outstanding warrants as of December 31, 2023: Warrants outstanding as of Exercise December 31, 2023 price $ Expiration date Consultants 400,000 25.00 February 16, 2024 Consultants 10,000 5.20 April 6, 2024 Consultants 12,500 18.57 April 13, 2024 Consultants 10,000 5.20 June 17, 2024 Consultants 10,000 5.20 September 9, 2024 Consultants 20,000 5.20 November 9, 2024 Consultants 35,000 16.06 December 1, 2024 Consultants 3,000 16.06 December 1, 2024 Agent warrants A-1 December 2019 233,347 4.05 December 19, 2024 Agent warrants A-2 December 2019 25,034 4.28 December 19, 2024 Agent warrants A-3 December 2019 47,527 4.98 December 19, 2024 Agent warrants A-4 December 2019 5,839 5.90 December 19, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 30,000 5.20 April 1, 2025 Consultants 87,500 7.20 June 8, 2025 Consultants 30,000 5.20 July 1, 2025 Agent warrants B-1 July 31 2020 150,070 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 2,393 7.94 July 31, 2025 Consultants 25,000 13.88 September 26, 2025 Consultants 40,000 5.20 October 1, 2025 Consultants 500,000 1.08 December 16, 2025 Consultants 100,000 5.20 December 31, 2025 Consultants 8,000 13.60 December 31, 2025 Consultants 70,000 6.45 May 19, 2026 Consultants 250,000 5.20 December 31, 2026 Consultants 40,000 3.46 December 31, 2026 Consultants 100,000 5.20 December 31, 2026 Consultants 30,000 5.20 December 31, 2026 Lender of loan facility 292,442 3.33 May 1, 2028 Lender of loan facility 292,442 3.33 May 1, 2028 Lender of loan facility 226,586 5.79 June 9, 2029 Consultants 13,750 12.00 August 1, 2029 Total outstanding 3,160,430 NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.) In On April 23, 2022, the Company released 56,788 holdback shares of the Company’s common stock to a certain employee of the Company. The holdback release was part of a separation agreement with the employee, pursuant to which the Company waived the lock-up period. On June 8, 2022, the Compensation Committee authorized the Company to redeem 17,957 shares of restricted stock held by a certain officer, in compliance with Rule 16b-3 promulgated by the SEC, the redemption is part of previously granted 91,652 and 20,000 shares of restricted stock granted in January and July 2021, in exchange for the aggregate redemption price equal to the withholding tax obligation in the amount of $170. On December 15, 2022, the Compensation Committee authorized the Company to issue 30,000 shares, to a certain consultant of the Company. As such, during the year ended December 31, 2022 the Company recorded compensation expense for service providers in the amount of $106. During the year ended December 31, 2022, the Company’s Compensation Committee of the Board of Directors approved the grant of 29,755 shares of the Company’s common stock to employees of the Company, and the grant of 1,268,050 restricted shares of the Company’s common stock to employees and consultants. The shares vest over a period of three years commencing on the respective grant dates. The Compensation Committee also approved the grant of options to purchase up to 1,009,550 shares of the Company’s common stock to employees and a consultant of the Company, at exercise prices between $4.30 and $8.10 per share. The stock options vest over a three-year ten-year In January 2023 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. In January 2023 and April 2023, the Board of Directors approved the acceleration of 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. During the year ended December 31, 2023, the Company’s Compensation Committee approved the grant of 927,100 restricted shares of the Company’s common stock to employees and consultants of which 537,100 are under the Company’s 2020 Equity Incentive Plan, as amended (“2020 Plan”). Out of the restricted shares granted, 235,000 restricted shares will vest immediately, 30,000 restricted shares will vest over a period of six months, and the remaining 662,100 restricted shares will vest over a period between two three-year ten-year NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.) Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 2023 were as follows: Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 2,124,302 13.38 6.98 121 Options granted 1,213,900 4.33 — — Options exercised (6,821) — — — Options expired (221,313) 30.51 — — Options forfeited (559,239) 5.86 — — Options outstanding at end of period 2,550,829 9.27 7.02 36 Options vested and expected to vest at end of period 2,089,935 9.61 6.88 36 Exercisable at end of period 1,326,486 12.45 5.39 36 Weighted average grant date fair value of options granted during the year ended December 31, 2023 and 2022 is $2.14 and $4.43, respectively. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last day of fiscal 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 December 31, 2023. This amount is impacted by the changes in the fair market value of the Common Stock Transactions related to restricted shares granted\forfeited during the year ended December 31, 2023 were as follows Number of Restricted shares Restricted shares outstanding at beginning of the period 2,207,772 Restricted shares granted 572,100 Restricted shares forfeited (143,946) Restricted shares outstanding at end of period 2,635,926 NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.) The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The assumptions used are determined as follows: Volatility. The expected volatility was derived from the historical volatilities of the Company’s stock price over a period equivalent to the expected term of the stock option grants. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero. The following table presents the assumptions used to estimate the fair values of the options granted to employees, non-employees and directors in the period presented: Year ended December 31, 2023 2022 Volatility 90.90-92.62 % 91.11-92.60 % Risk-free interest rate 3.45-4.13 % 1.89-3.62 % Dividend yield 0 % 0 % Expected life (years) 5.81-5.88 5.81-6.00 As of December 31, 2023, the total unrecognized estimated compensation cost related to non-vested stock options and restricted shares granted prior to that date was $9,407, which is expected to be recognized over a weighted average period of approximately 0.82 year. The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2023 and 2022 were comprised as follows: Year ended December 31, 2023 2022 Cost of revenues $ 327 $ 66 Research and development 3,803 3,608 Sales and marketing 6,468 6,042 General and administrative 9,103 7,259 Total stock-based compensation expenses $ 19,701 $ 16,975 |
SELECTED STATEMENTS OF OPERATIO
SELECTED STATEMENTS OF OPERATIONS DATA | 12 Months Ended |
Dec. 31, 2023 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 17:- SELECTED STATEMENTS OF OPERATIONS DATA Financial losses, net: Year ended December 31, 2023 2022 Bank charges $ 112 $ 83 Foreign currency adjustments expenses, net 210 (243) Interest income (1,868) (506) Revaluation of short-term investments (37) — Loan Interest Expenses — 1,876 Remeasurement of long-term loan 4,894 3,858 Remeasurement of warrant liability (670) (1,020) Debt issuance cost 533 724 Remeasurement of financial commitment asset — 607 Total Financial expenses, net $ 3,174 $ 5,379 |
BASIC AND DILUTED NET EARNINGS
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | NOTE 18: - BASIC AND DILUTED NET LOSS PER COMMON STOCK We compute net loss per share of common and preferred stock using the two-class method. Basic and diluted net earnings or loss per share is computed using the weighted-average number of shares outstanding during the period. This calculation includes the total weighted average number of the common stock, which includes prefunded warrants. The total number of potential common shares related to the outstanding options, warrant and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 12,188,189 and 5,744,428 for the year ended December 31, 2023 and 2022, respectively. The following table sets forth the computation of the Company’s basic net loss per common and preferred stock: Year ended December 31, 2023 Common Stock Preferred A-1 Preferred B Preferred B-1 Preferred B-2 Preferred B-3 Basic and diluted loss per share Numerator: Allocation of undistributed loss $ 54,860,245 $ 2,528,086 $ 2,476,171 $ 3,173,493 $ 59,308 $ 413,441 Denominator: Number of shares used in per share computation 28,371,979 3,557 4,094 5,247 99 697 Basic earnings (loss) per share amounts: Distributed earnings - deemed dividends — 450.47 244.63 244.63 242.18 248.52 Undistributed loss - allocated (1.93) (710.74) (604.87) (604.87) (598.83) (593.23) Basic and diluted loss per share $ (1.93) $ (260.26) $ (360.24) $ (360.24) $ (356.64) $ (344.71) Year ended December 31, 2022 Common Stock Basic and diluted loss per share Numerator: Allocation of undistributed loss $ 59,957,966 Denominator: Number of shares used in per share computation 23,635,038 Basic loss per share amounts: Distributed earnings - deemed dividends — Undistributed loss - allocated (2.54) Basic and diluted loss per share $ (2.54) For the year ended December 31, 2022 the A A-1 A-2 A-3 A-4 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 19:- SUBSEQUENT EVENTS a. In January 2024, 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 2,493,764 shares, from 5,862,860 to 8,356,624 . b. In January and March 2024, the Compensation Committee of the Board of Directors approved the grant of 1,941,500 restricted shares subject to time vesting to directors, officers and employees of the Company and approved the grant of 1,100,400 options to purchase Common Stock, and 320,000 performance-based options to purchase Common Stock to officers, employees and consultants of the Company, at exercise prices between $1.68 and $2.14 per share. The time vesting restricted shares and stock options vest over various periods between two to three years commencing on the respective grant dates. The options have a ten-year term. The restricted shares and the options were issued under the 2020 Plan. c. On January 30, 2024, out of the pre-funded warrants that were issued in July 2020, 400,017 were exercised on a cashless basis into 400,000 shares of common stock. d. On February 15, 2024 (the “Closing Date”), The Company, TWILL Merger Sub, Inc. (“Merger Sub”), Twill, Inc. (“Twill”) and Bilal Khan, solely in his capacity as the representatives of Twill’s stockholders and other equity holders, entered into an Agreement and Plan of Merger (the “Merger Agreement”), Pursuant to the provisions of the Merger Agreement, on the Closing Date, (i) Merger Sub was merged with and into Twill (the “Merger”), the separate corporate existence of Merger Sub ceased and Twill continued as the surviving company and a wholly owned subsidiary of the Company, (ii) the Company paid to Twill’s debt holders and equity holders aggregate consideration (“Merger Consideration”) of (A) $10.0 million in cash, (B) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 10,000,400 shares (the “Warrant Shares”) of Company common stock, par value $0.0001 per share (the “Common Stock”), issuable to a trust (the “Trust”) formed for the benefit of certain equity and debt holders of Twill, issuable in 4 equal tranches, (C) stock options to purchase up to 2,963,459 shares of Common Stock issued to employees of Twill as an inducement to their employment with the Company, issued outside of the Company’s equity compensation plans, pursuant to Nasdaq Rule 5635(c)(4), with an exercise price of $2.55 per share, and (D) a combination of warrants and restricted stock units (“RSUs”) to acquire up to 1,766,508 shares of Common Stock issued to certain outgoing board members, consultants and outgoing officers of Twill (all of such RSUs and warrants being subject to the approval of the Company’s stockholders, pursuant to Nasdaq Rule 5635), and (iii) the parties to the Merger Agreement consummated the transactions contemplated thereby. The Merger Agreement contains various customary representations, warranties and covenants. As a result of the Merger, Twill will operate as a wholly owned subsidiary of the Company. In addition, the Company executed certain consulting agreements (the “Consulting Agreements”) with Ofer Leidner and Bilal Khan, each former officers of Twill. Pursuant to the terms of the Consulting Agreements, the Company agreed to retain their services. Leidner and Khan for a period of at least 14 months and 6 months respectively, in exchange for monthly consulting fees of $35,416 and $35,417, respectively. In addition, the Company agreed to issue to Mr. Leidner warrants to purchase up to 1,032,946 shares of Common Stock, of which 717,946 are subject to time vesting and 315,000 are subject to certain performance-based metrics, and to issue to Mr. Khan 350,000 fully vested RSUs which shall be vest subject to stockholder approval. NOTE 19:- SUBSEQUENT EVENTS e. On February 15, 2024, the Company entered into securities purchase agreements (each, a “Series C Purchase Agreement”) with accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of (i) 17,307 shares of newly designated Series C Preferred Stock (the “Series C Preferred Stock”), and (ii) 4,000 shares of Series C-1 Preferred Stock (the “Series C-1 Preferred Stock”), at a purchase price of $1,000 for each share of Preferred Stock. In addition, on February 16, 2024, the Company entered into Series C Purchase Agreements with accredited investors relating to the Offering and the sale of an aggregate of 1,115 shares of Series C-2 Preferred Stock (the “Series C-2 Preferred Stock” and together with the Series C Preferred Stock and the Series C-1 Preferred Stock, the “Preferred Stock”), at a purchase price of $1,000 for each share of Preferred Stock. The Series C and C-1 Preferred Stock are convertible into Common Stock at $2.02 per Common Stock. The Series C-2 Preferred Stock is convertible into Common Stock at $2.14 per Common Stock. As a result of the sale of the Preferred Stock, the aggregate gross proceeds to the Company from the Offering are approximately $22,422 thousands. The closing of the Series C Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock occurred on February 21, 2024. f. On February 15, 2024, the Company and its subsidiaries, PsyInnovations, Inc. and LabStyle Innovation Ltd., entered into the First Amendment to Loan and Security Agreement and Supplement (the “Avenue Amendment”) with Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., as lenders. Pursuant to the Avenue Amendment, the parties agreed to include the Merger Sub and Twill as parties to the Company’s existing loan facility with the lenders. In addition, the Avenue Amendment provides (i) that the Company will seek stockholder approval to reprice the warrants issued to the lenders on May 1, 2023 to permit an amendment to the exercise price of such warrants to the “minimum price” as defined by Nasdaq rules as of the closing of the Twill Agreement and (ii) permit the lenders, subject to Nasdaq rules, to convert up to two million of the principal amount of its loan to the Company at a conversion price of $4.0001 per share. - - - - - - - - - - - - - - - |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | a. Use of estimates: The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements including other accounts receivable and prepaid expenses and other accounts payable and accrued expenses, and the reported amounts of revenue, cost of revenues and operational expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars ("$", "dollar" or "dollars") | b. Financial statements in U.S. dollars (“$,” “dollar” or “dollars”): The functional currency of the Company and its subsidiaries is the U.S dollar. The Company’s revenues and financing activities are incurred in U.S. dollars. Although a portion of LabStyle expenses is denominated in New Israeli Shekels |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated upon consolidation. |
Segment information | d. Segment information: Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company defines the term “chief operating decision maker” to be its Chief Executive Officer. The Company’s Chief Executive Officer reviews the financial information presented on consolidated |
Cash and cash equivalents | e. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. |
Short-term restricted bank deposits | f. Short-term restricted bank deposits: Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guaranties issued to the landlords of the Company’s offices and credit card payments. The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 5.2% and 0.61% as of December 31, 2023 and 2022, respectively. The short-term restricted bank deposits are presented at their cost, including accrued interest. As of December 31, 2023, and 2022, the Company had a short-term restricted bank deposit which are used as collateral for rent and gratuity in the amount of $229 and $113, respectively. As of December 31, 2023, and 2022, the Company had short-term restricted bank deposits which are used as collateral for credit payments in amounts of $63 and $52, respectively. The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2023 2022 Cash, and cash equivalents as reported on the balance sheets $ 36,797 $ 49,357 Short-term restricted bank deposits $ — $ 113 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 36,797 $ 49,470 |
Trade receivables, net: | g. Trade receivables, net: The Company records trade receivables for amounts invoiced and yet unbilled invoices. The Company’s expected loss allowance methodology for trade receivables is based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses on the Company's Consolidated Statements of Comprehensive Loss. As of December 31, 2023, and 2022, credit loss allowance was immaterial. |
Inventories | h. Inventories are stated at the lower of cost or net realized value. Cost is determined on a first in first out (“FIFO”) basis. Inventory write-downs are provided to cover technological obsolescence, excess inventories and discontinued products. Inventory write-downs represent the difference between the cost of the inventory and net realizable value. Inventory write-downs are charged to the cost of revenues when a new lower cost basis is established. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. Total write-downs during the years ended December 31, 2023, and 2022 amounted to $121 and $88, respectively. |
Property and equipment | i. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
Impairment of long-lived assets | j. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the years ended December 31, 2023, and 2022, no impairment was recorded. |
Revenue recognition | k. 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. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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 – B2B2C The Company provides mobile and web-based digital therapeutics health management programs to employers and health plans for their employees or covered individuals. Such programs include among others, 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. 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 result 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. Commercial revenue - Strategic partnerships The Company has also entered into contracts (Note 6 |
Cost of revenues | l. Cost of revenues: Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, hosting services, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of costs to fulfill a contract and inventory write-downs. |
Concentrations of credit risk | m. Concentrations of credit risk: 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 December 31, 2023, the Company's major customer accounted for 66.5% of the Company's accounts receivable balance. For the year ended December 31, 2023 and December 31, 2022, the Company's major customer accounted for 29.9% and 39.8%, respectively, of the Company's revenue in the period. |
Income taxes | n. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This guidance prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was recorded. |
Research and development costs | o. Research and development costs: Research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. |
Accounting for stock-based compensation | p. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Fair value of financial instruments | q. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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 unobservable in the market, the determination of fair value requires more judgment, and the fair value are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The Company's Loan Facility, and warrants liability were measured at fair value using Level 3 unobservable inputs (see note 8). |
Warrants | r. Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. |
Basic and diluted net loss per share | s. Basic and diluted net loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company's Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Common Stock, based on the conversion ratio, assuming conversion of all Convertible Preferred shares into shares of Common Stock. The Company’s basic net loss per share is calculated by dividing net loss attributable to common and preferred stockholders by the weighted-average number of shares, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive. |
Severance pay | t. Severance pay: Since inception date, all Ltd. employees who are entitled to receive severance pay in accordance with the applicable law in Israel, have been included under section 14 of the Israeli Severance Compensation Law (“Section 14”). Under this section, they are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made by the employer on their behalf with insurance companies. Payments in accordance with Section 14 release Ltd. from any future severance payments in respect of those employees. Payments under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance pay expense for the year ended December 31, 2023 and 2022 amounted to $947 and $1,136, respectively. The Company has a 401(k) defined contribution plan covering certain employees in the U.S. All eligible employees may elect to contribute up to $22.5 per year (for certain employees over 50 years of age the maximum contribution is $30 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. |
Legal and other contingencies | u. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2023, and 2022, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Leases | v. Leases: Lessee accounting: The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability or right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The ROU assets are reviewed for impairment. The lease liability is initially measured at lease commencement date based on the discounted present value of the lease payments over the lease term. The implicit rate within the operating leases is generally not determinable; therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.) Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option. See also Note 9. |
Business combination and asset acquisitions | w. Business combination and asset acquisitions: The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related direct costs are capitalized as part of the asset or assets acquired. |
Goodwill | x. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other" ("ASC 350"), goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit would exceed its estimated fair value, the Company would have recognized an impairment of goodwill for the amount of this excess. For the years ended December 31, 2023 and 2022, no impairment of goodwill has been recorded. |
Recently Adopted Accounting Pronouncements & Recently issued accounting pronouncements, not yet adopted | y. 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 timelier 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- Securities and Exchange Commission (“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 material 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)” (“ASC470-20”). 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 consolidated financial statements. (iii) In October 2021, the FASB issued ASU 2021-08, which requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805. requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. For the Company, the guidance is effective for fiscal years beginning after 15 December 2022 and interim periods within those fiscal years. The Company completed its evaluation of ASU 2021-08, which we adopted on January 1, 2023. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements and related disclosures. z. Recently issued accounting pronouncements, not yet adopted: (i) In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact on its financial statement disclosures. (ii) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance will be effective for the Company for annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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 | The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows: December 31, 2023 2022 Cash, and cash equivalents as reported on the balance sheets $ 36,797 $ 49,357 Short-term restricted bank deposits $ — $ 113 Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows $ 36,797 $ 49,470 |
Schedule of annual rates of depreciation of Property and equipment | % Computers, and peripheral equipment 15-33 Office furniture and equipment 6-15 Production lines 14-20 Leasehold improvements Over the shorter of the lease term or |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
Schedule of other accounts receivable and prepaid expenses | December 31, 2023 2022 Prepaid expenses $ 1,536 $ 908 Costs to fulfill a contract 238 483 Government authorities 250 239 $ 2,024 $ 1,630 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Physimax Technologies Ltd. | |
Business Acquisition [Line Items] | |
Allocation of the purchase price to assets and liabilities acquired | Amortization period (Years) Technology $ 1,817 3 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INVENTORIES | |
Schedule of inventories | December 31, 2023 2022 Raw materials $ 1,015 $ 1,346 Finished products 4,047 6,610 $ 5,062 $ 7,956 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
REVENUE | |
Schedule of aggregate revenue | December 31, 2023 2022 Commercial - Business-to-Business-to-Consumer (“B2B2C”) $ 5,005 $ 3,593 Commercial - Strategic partnerships 7,054 12,784 Consumers 8,293 11,279 $ 20,352 $ 27,656 |
Schedule of significant changes in deferred revenue | The following table presents the significant changes in the deferred revenue balance during the year ended December 31, 202 3 Balance, beginning of the period $ 1,320 New performance obligations 5,353 Reclassification to revenue as a result of satisfying performance obligations (5,676) Balance, end of the period $ 997 |
Schedule of deferred costs | December 31, December 31, 2023 2022 Costs to fulfill a contract, current $ 238 $ 483 Costs to fulfill a contract, noncurrent 59 41 Total costs to fulfill a contract $ 297 $ 524 Costs to fulfill a contract were as follows: Costs to fulfill a contract Beginning balance as of December 31, 2022 $ 524 Additions 474 Cost of revenue recognized (701) Ending balance as of December 31, 2023 297 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of financial instruments measured at fair value on a recurring basis | December 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Current maturity of long term loan $ 3,954 $ — $ — $ 3,954 Long term loan 24,591 — — 24,591 Warrant liability 240 — — 240 Total financial liabilities $ 28,785 $ — $ — $ 28,785 December 31, 2022 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial liabilities: Current maturity of long term loan 8,823 — — 8,823 Long term loan 18,105 — — 18,105 Warrant liability $ 910 — — 910 Total financial liabilities $ 27,838 $ — $ — $ 27,838 |
Summary of change in fair value of liabilities | December 31, 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 863 (670) Balance as of December 31, 2023 $ 28,545 $ 240 |
Warrant Liability | |
FAIR VALUE MEASUREMENTS | |
Schedule of significant unobservable inputs | December 31, December 31, 2023 2022 Stock price $ 1.72 $ 7.45 Exercise price 5.79 6.62 Expected term (in years) 5.44 7.00 Volatility 96.8% 148.8% Dividend rate — — Risk-free interest rate 3.88% 3.13% NOTE 8:- FAIR VALUE MEASUREMENTS (Cont |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Schedule of lease costs lease term and discount rate | The components of lease costs, lease term and discount rate are as follows: Year ended December 31, 2023 Operating lease cost $ 392 Short term lease cost 278 Variable lease cost 10 Total lease cost $ 680 Weighted Average Remaining Lease Term Operating leases 4.37 years Weighted Average Discount Rate Operating leases 9.38 % |
Schedule of maturities of lease liabilities | The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023: Operating Leases 2024 $ 124 2025 305 2026 279 2027 279 2028 284 Total undiscounted cash flows 1,271 Less imputed interest (275) Present value of lease liabilities $ 996 |
Schedule of supplemental cash flow information | Supplemental cash flow information related to leases are as follows: Year ended December 31, 2023 Cash payments related to operating lease $ 328 New right-of-use assets obtained in exchange for operating lease obligations $ 136 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property, Plant and Equipment | Composition of assets, grouped by major classification, is as follows: December 31, 2023 2022 Cost: Computers and peripheral equipment $ 937 $ 944 Office furniture and equipment 137 154 Production lines 988 988 Leasehold improvement 326 141 2,388 2,227 Accumulated depreciation: Computers and peripheral equipment 542 534 Office furniture and equipment 43 60 Production lines 874 773 Leasehold improvement 30 72 1,489 1,439 Property and equipment, net $ 899 $ 788 |
OTHER INTANGIBLE ASSETS, NET (T
OTHER INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
OTHER INTANGIBLE ASSETS, NET [Abstract] | |
Schedule of definite-lived other intangible assets | a. Finite-lived other intangible assets: Weighted December 31, December 31, Average 2023 2022 Remaining Life Original amounts: Technology $ 16,936 $ 16,936 1.2 Brand 376 376 0.4 17,312 17,312 Accumulated amortization: Technology 11,586 7,199 Brand 322 197 11,908 7,396 Other intangible assets, net $ 5,404 $ 9,916 b. Amortization expenses for the years ended December 31, 2023 and December 31, 2022 amounted to $4,512 and $4,361, respectively. c. Estimated amortization expense: For the year ended December 31, 2024 4,452 2025 952 $ 5,404 |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of other accounts payable and accrued expenses | December 31, 2023 2022 Employees and payroll accruals $ 4,073 $ 4,407 Accrued expenses 2,227 2,185 $ 6,300 $ 6,592 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
TAXES ON INCOME | |
Schedule of significant components of the company's deferred tax assets | December 31, 2023 2022 Deferred tax assets: Net operating loss and capital losses carry forward $ 51,533 $ 45,790 Temporary differences - Research and development expenses 3,815 4,058 Temporary differences - Accrued employees costs 370 366 Temporary differences - Stock-based compensation 4,328 3,734 Temporary differences - Credit Facility — 723 Temporary differences - Loan 306 — Temporary differences - Intangible Assets 152 65 Temporary differences - Lease Liability 229 253 Deferred tax assets: 60,733 54,989 Less: Valuation allowance (58,303) (52,504) Deferred tax assets 2,430 2,485 Deferred tax liability: Temporary differences - Intangible Assets (2,208) (2,208) Temporary differences - Lease Right of Use Assets (222) (277) Deferred tax liability (2,430) (2,485) Net deferred tax asset $ — $ — |
Schedule of loss before taxes on income | Year ended December 31, 2023 2022 Domestic $ 23,477 $ 22,902 Foreign 35,886 39,287 $ 59,363 $ 62,189 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' EQUITY | |
Schedule of Stockholders' Equity, outstanding Warrants | Warrants outstanding as of Exercise December 31, 2023 price $ Expiration date Consultants 400,000 25.00 February 16, 2024 Consultants 10,000 5.20 April 6, 2024 Consultants 12,500 18.57 April 13, 2024 Consultants 10,000 5.20 June 17, 2024 Consultants 10,000 5.20 September 9, 2024 Consultants 20,000 5.20 November 9, 2024 Consultants 35,000 16.06 December 1, 2024 Consultants 3,000 16.06 December 1, 2024 Agent warrants A-1 December 2019 233,347 4.05 December 19, 2024 Agent warrants A-2 December 2019 25,034 4.28 December 19, 2024 Agent warrants A-3 December 2019 47,527 4.98 December 19, 2024 Agent warrants A-4 December 2019 5,839 5.90 December 19, 2024 Consultants 60,000 6.39 February 12, 2025 Consultants 30,000 5.20 April 1, 2025 Consultants 87,500 7.20 June 8, 2025 Consultants 30,000 5.20 July 1, 2025 Agent warrants B-1 July 31 2020 150,070 7.47 July 31, 2025 Agent warrants B-1 July 31 2020 2,393 7.94 July 31, 2025 Consultants 25,000 13.88 September 26, 2025 Consultants 40,000 5.20 October 1, 2025 Consultants 500,000 1.08 December 16, 2025 Consultants 100,000 5.20 December 31, 2025 Consultants 8,000 13.60 December 31, 2025 Consultants 70,000 6.45 May 19, 2026 Consultants 250,000 5.20 December 31, 2026 Consultants 40,000 3.46 December 31, 2026 Consultants 100,000 5.20 December 31, 2026 Consultants 30,000 5.20 December 31, 2026 Lender of loan facility 292,442 3.33 May 1, 2028 Lender of loan facility 292,442 3.33 May 1, 2028 Lender of loan facility 226,586 5.79 June 9, 2029 Consultants 13,750 12.00 August 1, 2029 Total outstanding 3,160,430 |
Schedule of Stock option activity | Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 2023 were as follows: Weighted Weighted average average remaining Aggregate exercise contractual Intrinsic Number of price life value options $ Years $ Options outstanding at beginning of period 2,124,302 13.38 6.98 121 Options granted 1,213,900 4.33 — — Options exercised (6,821) — — — Options expired (221,313) 30.51 — — Options forfeited (559,239) 5.86 — — Options outstanding at end of period 2,550,829 9.27 7.02 36 Options vested and expected to vest at end of period 2,089,935 9.61 6.88 36 Exercisable at end of period 1,326,486 12.45 5.39 36 |
Schedule of Restricted Stock option activity | Transactions related to restricted shares granted\forfeited during the year ended December 31, 2023 were as follows Number of Restricted shares Restricted shares outstanding at beginning of the period 2,207,772 Restricted shares granted 572,100 Restricted shares forfeited (143,946) Restricted shares outstanding at end of period 2,635,926 |
Schedule of assumptions used to estimate the fair values of the options granted to employees, directors and non-employees | Year ended December 31, 2023 2022 Volatility 90.90-92.62 % 91.11-92.60 % Risk-free interest rate 3.45-4.13 % 1.89-3.62 % Dividend yield 0 % 0 % Expected life (years) 5.81-5.88 5.81-6.00 |
Schedule of Compensation cost | The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2023 and 2022 were comprised as follows: Year ended December 31, 2023 2022 Cost of revenues $ 327 $ 66 Research and development 3,803 3,608 Sales and marketing 6,468 6,042 General and administrative 9,103 7,259 Total stock-based compensation expenses $ 19,701 $ 16,975 |
SELECTED STATEMENTS OF OPERAT_2
SELECTED STATEMENTS OF OPERATIONS DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SELECTED STATEMENTS OF OPERATIONS DATA | |
Schedule of financial expenses (income), net | Financial losses, net: Year ended December 31, 2023 2022 Bank charges $ 112 $ 83 Foreign currency adjustments expenses, net 210 (243) Interest income (1,868) (506) Revaluation of short-term investments (37) — Loan Interest Expenses — 1,876 Remeasurement of long-term loan 4,894 3,858 Remeasurement of warrant liability (670) (1,020) Debt issuance cost 533 724 Remeasurement of financial commitment asset — 607 Total Financial expenses, net $ 3,174 $ 5,379 |
BASIC AND DILUTED NET EARNING_2
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | |
Schedule of Company's basic net loss per common and preferred stock | Year ended December 31, 2023 Common Stock Preferred A-1 Preferred B Preferred B-1 Preferred B-2 Preferred B-3 Basic and diluted loss per share Numerator: Allocation of undistributed loss $ 54,860,245 $ 2,528,086 $ 2,476,171 $ 3,173,493 $ 59,308 $ 413,441 Denominator: Number of shares used in per share computation 28,371,979 3,557 4,094 5,247 99 697 Basic earnings (loss) per share amounts: Distributed earnings - deemed dividends — 450.47 244.63 244.63 242.18 248.52 Undistributed loss - allocated (1.93) (710.74) (604.87) (604.87) (598.83) (593.23) Basic and diluted loss per share $ (1.93) $ (260.26) $ (360.24) $ (360.24) $ (356.64) $ (344.71) Year ended December 31, 2022 Common Stock Basic and diluted loss per share Numerator: Allocation of undistributed loss $ 59,957,966 Denominator: Number of shares used in per share computation 23,635,038 Basic loss per share amounts: Distributed earnings - deemed dividends — Undistributed loss - allocated (2.54) Basic and diluted loss per share $ (2.54) |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment item | Dec. 31, 2022 USD ($) | |
GENERAL | ||
Number of reporting units | item | 1 | |
Number of reporting segments | segment | 1 | |
Accumulated deficit | $ (349,361) | $ (285,850) |
Cash used in operations | $ (30,379) | $ (47,845) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
SIGNIFICANT ACCOUNTING POLICIES | |||
Cash, and cash equivalents as reported on the balance sheets | $ 36,797 | $ 49,357 | |
Short-term restricted bank deposits, as reported on the balance sheets | 113 | ||
Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows | $ 36,797 | $ 49,470 | $ 35,948 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Summary of annual rates of depreciation of Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Computers and Peripheral Equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15% |
Computers and Peripheral Equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 33% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 6% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 15% |
Production Lines [Member] | Minimum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 14% |
Production Lines [Member] | Maximum [Member] | |
Rate Of Depreciation [Line Items] | |
Rate Of Annual Depreciation | 20% |
Leasehold Improvement [Member] | |
Rate Of Depreciation [Line Items] | |
Annual Depreciation Description | Over the shorter of the lease term oruseful economic life |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | ||
Short-term restricted bank deposit, used as collateral for rent and gratuity | $ 229,000 | $ 113,000 |
Short-term restricted bank deposits used as collateral for credit payments | 63,000 | 52,000 |
Inventory write-down | 121,000 | 88,000 |
Asset Impairment Charges | $ 0 | 0 |
Percentage Of Monthly Deposits Behalf Of Insurance Companies | 8.33% | |
Severance Costs | $ 947,000 | 1,136,000 |
Liability for unrecognized tax benefits | 0 | 0 |
Maximum amount the employee over the 50 years of age may contribute to plan | 30,000 | |
Impairment of goodwill | $ 0 | $ 0 |
Accounts Receivable | Customer Concentration | Major customer one | ||
Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 66.50% | |
Revenue Benchmark [Member] | Customer Concentration | Major customer one | ||
Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 29.90% | 39.80% |
Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Defined contribution plan, maximum annual contributions per employee, amount | $ 22,500 | |
Bank Time Deposits [Member] | ||
Accounting Policies [Line Items] | ||
Interest rate (as a percent) | 5.20% | 0.61% |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | ||
Prepaid expenses | $ 1,536 | $ 908 |
Costs to fulfill a contract | 238 | 483 |
Government authorities | 250 | 239 |
Prepaid Expense and Other Assets, Current | $ 2,024 | $ 1,630 |
ACQUISITIONS - Technology Purch
ACQUISITIONS - Technology Purchase of Physimax Technologies Ltd. (Narrative) (Details) - Physimax Technologies Ltd. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Asset Acquisition [Line Items] | ||
Effective acquisition date | Mar. 31, 2022 | |
Issuance of common stock for Asset acquisition | 256,660 | |
Equity issued, fair value | $ 1,186 | |
Cash payment made | 500 | $ 400 |
Total consideration transferred | 1,686 | |
Acquisition related costs | $ 131 |
ACQUISITIONS - Physimax Technol
ACQUISITIONS - Physimax Technologies Ltd. (Purchase price of allocation) (Details) - Physimax Technologies Ltd. $ in Thousands | Dec. 31, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Technology | $ 1,817 |
Amortization period | 3 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
INVENTORIES | ||
Raw materials | $ 1,015 | $ 1,346 |
Finished products | 4,047 | 6,610 |
Inventory, Net | $ 5,062 | $ 7,956 |
REVENUE - Total revenues (Detai
REVENUE - Total revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 15, 2023 | Feb. 21, 2023 | Aug. 31, 2022 | |
Revenues | $ 20,352 | $ 27,656 | |||||
Fixed consideration | $ 90 | $ 2,650 | |||||
Scenario, Plan [Member] | |||||||
Revenues | $ 30,000 | ||||||
Services | |||||||
Revenues | 13,084 | 17,859 | |||||
Development Services Per Exclusive Agreement Year One [Member] | |||||||
Revenues | 4,000 | ||||||
Development Services Per Exclusive Agreement Year Two [Member] | |||||||
Revenues | $ 1,506 | 2,494 | |||||
Development Services Per Exclusive Agreement Year Three [Member] | |||||||
Revenues | 2,098 | ||||||
Performance obligation | 602 | ||||||
Development Services Per Exclusive Agreement Year Three [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-06-30 | |||||||
Remaining performance obligation period | 6 months | ||||||
National Health Plan Statement of Work Agreement [Member] | |||||||
Revenues | 962 | 1,778 | |||||
Commercial - Business-to-Business-to-Consumer ("B2B2C") | |||||||
Revenues | 5,005 | 3,593 | |||||
Commercial - Strategic partnerships | |||||||
Revenues | 7,054 | 12,784 | |||||
Consumers | |||||||
Revenues | $ 8,293 | $ 11,279 |
REVENUE - Deferred revenue (Det
REVENUE - Deferred revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Balance, beginning of the period | $ 1,320 |
New performance obligations | 5,353 |
Reclassification to revenue as a result of satisfying performance obligations | (5,676) |
Balance, end of the period | $ 997 |
REVENUE - Deferred Costs (Detai
REVENUE - Deferred Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
REVENUE | ||
Costs to fulfill a contract, current | $ 238 | $ 483 |
Costs to fulfill a contract, noncurrent | 59 | 41 |
Total costs to fulfill a contract | $ 297 | $ 524 |
REVENUE - Deferred Costs Activi
REVENUE - Deferred Costs Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
REVENUE | |
Beginning balance | $ 524 |
Additions | 474 |
Cost of revenue recognized | (701) |
Ending balance | $ 297 |
DEBT - Narratives (Details)
DEBT - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
May 01, 2023 | Jun. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
LONG TERM DEBT | ||||
Term of debt | 5 years | |||
Loan Facility | $ 50,000 | |||
Initial Commitment Amount | $ 30,000 | 25,000 | ||
Amount available subject to certain revenue requirements | $ 25,000 | |||
Proceeds allocated to loan | $ 28,215 | |||
Proceeds allocated to warrants | 1,389 | |||
Remeasurement income | $ 187 | $ 187 | ||
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 | $ 5.79 | ||
Term of warrant | 5 years | 7 years | ||
Senior Secured Credit Facility | Maximum | ||||
LONG TERM DEBT | ||||
Loan Facility | $ 40,000 | |||
Warrants purchase price | $ 4 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | May 01, 2023 USD ($) | Jun. 09, 2022 USD ($) | Dec. 31, 2023 |
Financial Liabilities: | |||
Term of debt | 5 years | ||
Loan Facility | $ 50,000 | ||
Amount available subject to certain revenue requirements | 25,000 | ||
Discretionary Tranche | $ 10,000 | ||
Fair value of warrants | 1,413 | ||
Long term loan measurement input | 0.19 | ||
Initial Commitment Amount | $ 30,000 | $ 25,000 | |
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% |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 28,785 | $ 27,838 |
Current maturity of long term loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 3,954 | 8,823 |
Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 24,591 | 18,105 |
Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 240 | 910 |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 28,785 | 27,838 |
Level 3 | Current maturity of long term loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 3,954 | 8,823 |
Level 3 | Long Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | 24,591 | 18,105 |
Level 3 | Warrant liability | ||
FAIR VALUE MEASUREMENTS | ||
Financial Liabilities | $ 240 | $ 910 |
FAIR VALUE MEASUREMENTS - Signi
FAIR VALUE MEASUREMENTS - Significant unobservable inputs (Details) - Monte-Carlo simulation valuation technique - Level 3 | Dec. 31, 2023 $ / shares Y | Dec. 31, 2022 $ / shares Y |
Stock price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 1.72 | 7.45 |
Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 5.79 | 6.62 |
Expected Term (in years) | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | Y | 5.44 | 7 |
Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 0.968 | 1.488 |
Risk-free interest rate | ||
FAIR VALUE MEASUREMENTS | ||
Warrant liability | 0.0388 | 0.0313 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Liabilities | |
Principal repayments on long-term loan | $ (27,833) |
Warrant Liability | |
Liabilities | |
Beginning Balance | 910 |
Change in fair value | (670) |
Ending Balance | 240 |
Long Term Loan | Loan commitment | |
Liabilities | |
Beginning Balance | 26,928 |
Issuance | 28,587 |
Principal repayments on long-term loan | (27,833) |
Change in fair value | 863 |
Ending Balance | $ 28,545 |
LEASES - Lease costs, lease ter
LEASES - Lease costs, lease term and discount rate (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lease cost | |
Operating lease cost | $ 392 |
Short term lease cost | 278 |
Variable lease cost | 10 |
Total lease cost | $ 680 |
Weighted Average Remaining Lease Term | |
Operating leases | 4 years 4 months 13 days |
Weighted Average Discount Rate | |
Operating leases | 9.38% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
LEASES | |
2024 | $ 124 |
2025 | 305 |
2026 | 279 |
2027 | 279 |
2028 | 284 |
Total undiscounted cash flows | 1,271 |
Less imputed interest | (275) |
Present value of lease liabilities | $ 996 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Cash payments related to operating lease | $ 328 | |
Lease liabilities arising from obtaining right-of-use assets: | ||
Operating leases | $ 136 | $ 1,269 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 2,388 | $ 2,227 |
Accumulated depreciation | 1,489 | 1,439 |
Property and equipment, net | 899 | 788 |
Computers and peripheral equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 937 | 944 |
Accumulated depreciation | 542 | 534 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 137 | 154 |
Accumulated depreciation | 43 | 60 |
Production Lines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 988 | 988 |
Accumulated depreciation | 874 | 773 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 326 | 141 |
Accumulated depreciation | $ 30 | $ 72 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 473 | $ 356 |
Computers equipment | ||
Property, Plant and Equipment [Line Items] | ||
Reduction in cost of computer | 81 | |
Not Including Fully Depreciated Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 392 |
OTHER INTANGIBLE ASSETS, NET -
OTHER INTANGIBLE ASSETS, NET - Definite-lived other intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Original amounts: | ||
Original amounts: | $ 17,312 | $ 17,312 |
Accumulated amortization | 11,908 | 7,396 |
Other intangible assets, net | 5,404 | 9,916 |
Amortization expense | 4,512 | 4,361 |
Technology | ||
Original amounts: | ||
Original amounts: | 16,936 | 16,936 |
Accumulated amortization | $ 11,586 | 7,199 |
Amortization period | 1 year 2 months 12 days | |
Trademarks | ||
Original amounts: | ||
Original amounts: | $ 376 | 376 |
Accumulated amortization | $ 322 | $ 197 |
Amortization period | 4 months 24 days |
OTHER INTANGIBLE ASSETS, NET _2
OTHER INTANGIBLE ASSETS, NET - Estimated amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
OTHER INTANGIBLE ASSETS, NET [Abstract] | ||
2024 | $ 4,452 | |
2025 | 952 | |
Other intangible assets, net | $ 5,404 | $ 9,916 |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Employees and payroll accruals | $ 4,073 | $ 4,407 |
Accrued expenses | 2,227 | 2,185 |
Other Accounts Payable and Accrued Expenses | $ 6,300 | $ 6,592 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - Physimax Technologies Ltd. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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% | |
Israeli Innovation Authority (IIA) | ||
Operating Leased Assets [Line Items] | ||
Participation grant payment received | $ 1,011 | |
Royalties payable, net of royalties paid or accrued | 932 | |
Royalty expenses recorded | $ 1 | $ 120 |
TAXES ON INCOME - Deferred tax
TAXES ON INCOME - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss and capital losses carry forward | $ 51,533 | $ 45,790 |
Temporary differences - Research and development expenses | 3,815 | 4,058 |
Temporary differences - Accrued employees costs | 370 | 366 |
Temporary differences - Stock-based compensation | 4,328 | 3,734 |
Temporary differences - Credit Facility | 723 | |
Temporary differences - Loan | 306 | |
Temporary differences - Intangible Assets | 152 | 65 |
Temporary differences - Lease | 229 | 253 |
Deferred tax assets | 60,733 | 54,989 |
Less: Valuation allowance | (58,303) | (52,504) |
Net deferred tax asset | 2,430 | 2,485 |
Deferred tax liability: | ||
Temporary differences - Intangible Assets | (2,208) | (2,208) |
Temporary differences - Lease | (222) | (277) |
Deferred tax liability | (2,430) | (2,485) |
Net deferred tax asset | $ 0 | $ 0 |
TAXES ON INCOME - Loss before t
TAXES ON INCOME - Loss before taxes on income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
TAXES ON INCOME | ||
Domestic | $ 23,477 | $ 22,902 |
Foreign | 35,886 | 39,287 |
Loss before taxes | $ 59,363 | $ 62,189 |
TAXES ON INCOME - Additional in
TAXES ON INCOME - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation Allowance [Line Items] | ||
Income tax rate | 35% | |
Corporate tax rate | 23% | 23% |
Operating losses subject to expiration | $ 36,786 | |
Operating losses not subject to expiration | 7,120 | |
Remaining net operating losses | $ 29,666 | |
Percentage of income to be offset by net operating loss carry forwards | 80% | |
Percentage of future net income that can be offset by the NOLs that were generated in years 2018-2020 | 100% | |
Valuation allowance | $ 5,798 | |
Labstyle | ||
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | 189,653 | |
Wayforward | ||
Valuation Allowance [Line Items] | ||
Operating losses subject to expiration | 8,084 | |
Operating losses not subject to expiration | 371 | |
Remaining net operating losses | $ 7,713 | |
Scenario, Plan [Member] | ||
Valuation Allowance [Line Items] | ||
Income tax rate | 21% | |
Maximum [Member] | ||
Valuation Allowance [Line Items] | ||
Operating loss carry forwards expiration period | 2037 | |
Minimum [Member] | ||
Valuation Allowance [Line Items] | ||
Operating loss carry forwards expiration period | 2031 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Jul. 25, 2023 $ / shares shares | Jul. 11, 2023 shares | May 05, 2023 USD ($) item $ / shares shares | May 01, 2023 USD ($) $ / shares shares | Dec. 15, 2022 shares | Jun. 08, 2022 shares | Feb. 28, 2022 USD ($) $ / shares shares | Jan. 04, 2022 shares | Oct. 22, 2021 USD ($) | Apr. 30, 2023 shares | Jan. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 30, 2022 shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 $ / shares shares | May 31, 2022 $ / shares shares | Apr. 30, 2022 shares | Jul. 31, 2021 USD ($) shares | Jan. 31, 2021 shares | Dec. 31, 2019 USD ($) $ / shares shares | Mar. 31, 2023 shares | Jun. 30, 2022 $ / shares shares | Apr. 30, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2023 $ / shares | May 31, 2023 $ / shares | Jun. 09, 2022 USD ($) $ / shares shares | Jan. 31, 2022 shares | Dec. 31, 2021 $ / shares shares | Oct. 14, 2021 shares | Dec. 31, 2020 shares | Oct. 14, 2020 shares | Apr. 30, 2020 $ / shares | Feb. 05, 2020 shares | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2.14 | $ 4.43 | |||||||||||||||||||||||||||||||||
Options granted, Number of options | 1,213,900 | ||||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 2,528,890 | ||||||||||||||||||||||||||||||||||
Compensation expenses | $ | $ 19,701,000 | $ 16,975,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 21,375 | ||||||||||||||||||||||||||||||||||
Gross Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 21,375,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | 18,689,000 | 14,868,000 | |||||||||||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ | $ 984,000 | $ 62,000 | $ 2,860,000 | ||||||||||||||||||||||||||||||||
Conversion of Preferred Stock Share Holding Period | 36 months | 36 months | 36 months | ||||||||||||||||||||||||||||||||
Unrecognized compensation | $ | $ 9,407,000 | ||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Non vested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 9 months 25 days | ||||||||||||||||||||||||||||||||||
Warrants outstanding | 3,160,430 | ||||||||||||||||||||||||||||||||||
Issuance of warrants related to loan agreement, net of issuance cost | $ | $ 1,389,000 | ||||||||||||||||||||||||||||||||||
Loan Facility | $ | $ 50,000,000 | ||||||||||||||||||||||||||||||||||
Credit Facility | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Repayment of credit facility | $ | 25,000,000 | ||||||||||||||||||||||||||||||||||
Loan Facility | $ | $ 25,000,000 | ||||||||||||||||||||||||||||||||||
Senior Secured Credit Facility | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 3.334 | $ 5.79 | |||||||||||||||||||||||||||||||||
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 | 833,900 | ||||||||||||||||||||||||||||||||||
Exercise price of options, minimum | $ / shares | $ 3.69 | ||||||||||||||||||||||||||||||||||
Exercise price of options, maximum | $ / shares | $ 4.48 | ||||||||||||||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 5,862,860 | 3,868,514 | 5,862,860 | 3,868,514 | 2,528,890 | 1,350,000 | |||||||||||||||||||||||||||||
Shares of vested | 528,900 | ||||||||||||||||||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 1,994,346 | 1,339,624 | |||||||||||||||||||||||||||||||||
Shares reservation for future issuance | 2,528,890 | 2,528,890 | 900,000 | 900,000 | |||||||||||||||||||||||||||||||
Increase in shares reservation for future issuance | 1,628,890 | 1,628,890 | |||||||||||||||||||||||||||||||||
2020 Plan | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 618,650 | ||||||||||||||||||||||||||||||||||
2020 Plan | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 1,968,650 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred stock convertible shares issued | 1,130 | 1,130 | |||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 4.05 | ||||||||||||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ | $ 1,580,000 | ||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 339,417 | 339,417 | |||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Series A | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred stock convertible shares issued | 6,355 | 6,355 | 6,355 | 6,355 | |||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,133,904 | 2,133,904 | 2,133,904 | 2,133,904 | |||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 4.05 | ||||||||||||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ | $ 618,000 | ||||||||||||||||||||||||||||||||||
Series A-1 Preferred Stock | Issuance of additional shares if not converted at least one quarter | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares converted | 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 A Two Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 4.28 | ||||||||||||||||||||||||||||||||||
Series A Three Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 4.98 | ||||||||||||||||||||||||||||||||||
Series A Four Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 5.90 | ||||||||||||||||||||||||||||||||||
Series A2, A3 and A4 Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Purchase price | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 3.334 | ||||||||||||||||||||||||||||||||||
Deemed Dividend on Convertible Preferred Stock | $ | $ 2,482,000 | ||||||||||||||||||||||||||||||||||
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 | 308,711 | (3,582) | (2,778,450) | ||||||||||||||||||||||||||||||||
Common Stock | Series A Preferred Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares converted | 333,077 | ||||||||||||||||||||||||||||||||||
Placement Agent Warrants | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 719,243 | ||||||||||||||||||||||||||||||||||
Non Accountable Expense Allowance | $ | $ 641,000 | ||||||||||||||||||||||||||||||||||
Class of Warrants or Rights Exercisable Term | 5 years | ||||||||||||||||||||||||||||||||||
Placement Agent Warrants | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 4.05 | ||||||||||||||||||||||||||||||||||
Placement Agent Warrants | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 5.90 | ||||||||||||||||||||||||||||||||||
Placement Agent Warrants | Series A Preferred Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Placement Agent Fee | $ | $ 1,788,000 | ||||||||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 885 | 10 | 8,360 | ||||||||||||||||||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Extinguishment transaction and recorded the increase in fair value as a deemed dividend | $ | $ 984,000 | ||||||||||||||||||||||||||||||||||
Issuance of warrants related to loan agreement, net of issuance cost | $ | $ 1,389,000 | $ 1,389,000 | |||||||||||||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||||||||||||||
Granted shares, other than options | 572,100 | ||||||||||||||||||||||||||||||||||
Performance-based stock options | 2020 Plan | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Options granted, Number of options | 305,000 | ||||||||||||||||||||||||||||||||||
Term of option | 10 years | ||||||||||||||||||||||||||||||||||
Private placement | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares converted | 451,226 | ||||||||||||||||||||||||||||||||||
At The Market Equity Offering | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Consideration received on transaction | $ | $ 408,043 | $ 73,037 | |||||||||||||||||||||||||||||||||
Percentage of fees paid to sales agent | 3% | ||||||||||||||||||||||||||||||||||
Remaining funds available | $ | $ 47,971,000 | ||||||||||||||||||||||||||||||||||
Number of shares issued | $ | $ 50,000,000 | ||||||||||||||||||||||||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 1,614,000 | 260,000 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreements | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||
Purchase price | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||||||||
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 | $ | $ 15,402,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 14,868,000 | ||||||||||||||||||||||||||||||||||
Purchase price | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Options granted, Number of options | 56,788 | ||||||||||||||||||||||||||||||||||
Employees [Member] | Restricted Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Granted shares, other than options | 29,755 | ||||||||||||||||||||||||||||||||||
Employees [Member] | Employee Stock Option [Member] | 2020 Plan | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Options granted, Number of options | 1,009,550 | ||||||||||||||||||||||||||||||||||
Exercise price of options, minimum | $ / shares | $ 4.30 | ||||||||||||||||||||||||||||||||||
Exercise price of options, maximum | $ / shares | $ 8.10 | ||||||||||||||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||||||||||||||
Term of option | 10 years | ||||||||||||||||||||||||||||||||||
Consultants | Restricted Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Compensation expenses | $ | $ 106,000 | ||||||||||||||||||||||||||||||||||
Number of additional shares authorized under share-based payment arrangement | 30,000 | ||||||||||||||||||||||||||||||||||
Certain service providers [Member] | Unregistered Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Compensation expenses | $ | $ 181,000 | 172,000 | |||||||||||||||||||||||||||||||||
Restricted shares issued | $ | $ 69,180 | $ 32,926 | |||||||||||||||||||||||||||||||||
Shares Issued Price Per Share | $ / shares | $ 18 | ||||||||||||||||||||||||||||||||||
Certain Officer [Member] | Restricted Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Restricted shares redeemed (in shares) | 17,957 | ||||||||||||||||||||||||||||||||||
Withholding tax obligation | $ | $ 170,000 | ||||||||||||||||||||||||||||||||||
Certain Officer [Member] | Restricted stock, one | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Restricted shares issued (in shares) | 91,652 | ||||||||||||||||||||||||||||||||||
Certain Officer [Member] | Restricted stock, two | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Restricted shares issued (in shares) | 20,000 | ||||||||||||||||||||||||||||||||||
Employee Consultant [Member] | Restricted Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Granted shares, other than options | 1,268,050 | ||||||||||||||||||||||||||||||||||
Consultant and Employee [Member] | Restricted Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Granted shares, other than options | 927,100 | ||||||||||||||||||||||||||||||||||
Consultant and Employee [Member] | Restricted Stock | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Shares of vested | 235,000 | ||||||||||||||||||||||||||||||||||
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 | 662,100 | ||||||||||||||||||||||||||||||||||
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 | 4 years | ||||||||||||||||||||||||||||||||||
Consultant and Employee [Member] | Restricted Stock | 2020 Plan | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Granted shares, other than options | 537,100 | ||||||||||||||||||||||||||||||||||
Senior Vice President of Growth [Member] | Non-qualified Stock Option [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Options granted, Number of options | 200,000 | ||||||||||||||||||||||||||||||||||
Senior Vice President of Growth [Member] | Non-qualified Performance Stock Option [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Options granted, Number of options | 180,000 | ||||||||||||||||||||||||||||||||||
Certain Employee [Member] | Restricted Stock | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Compensation expenses | $ | $ 153,000 | ||||||||||||||||||||||||||||||||||
Shares accelerated for vesting | 42,500 | ||||||||||||||||||||||||||||||||||
Warrant exercise price of $5.20 per share | Consultants | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 280,000 | ||||||||||||||||||||||||||||||||||
Warrant compensation expense | $ | $ 650,000 | ||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 5.20 | ||||||||||||||||||||||||||||||||||
Warrants Exercise Price $13.60 | Service providers | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 8,000 | ||||||||||||||||||||||||||||||||||
Warrant compensation expense | $ | 28,000 | $ 29,000 | |||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 13.60 | ||||||||||||||||||||||||||||||||||
Pre-funded warrants | Private placement | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Number of shares issued during period upon exercise of warrants | 86,983 | 81,221 | |||||||||||||||||||||||||||||||||
Warrants exercisable | 86,985 | 81,233 | 1,769,794 | ||||||||||||||||||||||||||||||||
Pre-funded warrants | Securities Purchase Agreements | Institutional Accredited Investors | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 667,559 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock, Preferred Stock and warrants, net of issuance cost | $ | $ 40,000,000 | ||||||||||||||||||||||||||||||||||
Consideration received on transaction | $ | $ 38,023,000 | ||||||||||||||||||||||||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 4,674,454 | ||||||||||||||||||||||||||||||||||
Shares Issued Price Per Share | $ / shares | $ 7.49 | ||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Common stock warrants | Consultants | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 40,000 | 500,000 | 175,000 | 70,000 | 175,000 | 500,000 | |||||||||||||||||||||||||||||
Warrant compensation expense | $ | $ 960,000 | 29,000 | |||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 3.46 | $ 5 | $ 7.20 | $ 6.45 | $ 7.20 | $ 5 | $ 1.08 | ||||||||||||||||||||||||||||
Vesting period of warrants | 3 years | ||||||||||||||||||||||||||||||||||
Warrants expired | 87,500 | ||||||||||||||||||||||||||||||||||
Common stock warrants | Consultants | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Vesting period | 12 months | ||||||||||||||||||||||||||||||||||
Common stock warrants | Consultants | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Vesting period | 24 months | ||||||||||||||||||||||||||||||||||
Common stock warrants | Certain consultants | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrant compensation expense | $ | 1,502,000 | $ 29,000 | |||||||||||||||||||||||||||||||||
Common stock warrants | Certain service providers [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 350,000 | ||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 5.20 | ||||||||||||||||||||||||||||||||||
Common stock warrants | Certain service providers [Member] | Minimum [Member] | Prior Period [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | 7.50 | ||||||||||||||||||||||||||||||||||
Common stock warrants | Certain service providers [Member] | Maximum [Member] | Prior Period [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants purchase price | $ / shares | $ 30 | ||||||||||||||||||||||||||||||||||
Common stock warrants | Service providers | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Warrant compensation expense | $ | $ 263,000 | $ 375,000 |
STOCKHOLDERS' EQUITY - Outstand
STOCKHOLDERS' EQUITY - Outstanding warrants (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 3,160,430 |
Consultants, warrants expiry in February 2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 400,000 |
Exercise price of warrant | $ / shares | $ 25 |
Expiration date | Feb. 16, 2024 |
Consultants, warrants expiry in April 6, 2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 10,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Apr. 06, 2024 |
Consultants, warrants expiry in April 13, 2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 12,500 |
Exercise price of warrant | $ / shares | $ 18.57 |
Expiration date | Apr. 13, 2024 |
Consultants, warrants expiry in June 2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 10,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Jun. 17, 2024 |
Consultants, warrants expiry in September 2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 10,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Sep. 09, 2024 |
Consultants, warrants expiry in November 2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 20,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Nov. 09, 2024 |
Consultants, warrants expiry in December 1, 2024 With Exercise Price $16.06. | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 35,000 |
Exercise price of warrant | $ / shares | $ 16.06 |
Expiration date | Dec. 01, 2024 |
Consultants, warrants expiry in December 1, 2024 With Exercise Price $16.06 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 3,000 |
Exercise price of warrant | $ / shares | $ 16.06 |
Expiration date | Dec. 01, 2024 |
Placement Agent Warrants A-1 December 2019 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 233,347 |
Exercise price of warrant | $ / shares | $ 4.05 |
Expiration date | Dec. 19, 2024 |
Placement Agent Warrants A-2 December 2019 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 25,034 |
Exercise price of warrant | $ / shares | $ 4.28 |
Expiration date | Dec. 19, 2024 |
Placement Agent Warrants A-3 December 2019 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 47,527 |
Exercise price of warrant | $ / shares | $ 4.98 |
Expiration date | Dec. 19, 2024 |
Placement Agent Warrants A-4 December 2019 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 5,839 |
Exercise price of warrant | $ / shares | $ 5.90 |
Expiration date | Dec. 19, 2024 |
Consultants, warrants expiry in February 2025 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 60,000 |
Exercise price of warrant | $ / shares | $ 6.39 |
Expiration date | Feb. 12, 2025 |
Consultants, warrants expiry in April 1, 2025 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 30,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Apr. 01, 2025 |
Consultants, warrants expiry in June 8, 2025 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 87,500 |
Exercise price of warrant | $ / shares | $ 7.20 |
Expiration date | Jun. 08, 2025 |
Consultants, warrants expiry in July 1, 2025 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 30,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Jul. 01, 2025 |
Agent warrants B-1 July 31 2020, with exercise price $7.47 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 150,070 |
Exercise price of warrant | $ / shares | $ 7.47 |
Expiration date | Jul. 31, 2025 |
Agent warrants B-1 July 31 2020, with exercise price $7.94 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 2,393 |
Exercise price of warrant | $ / shares | $ 7.94 |
Expiration date | Jul. 31, 2025 |
Consultants, warrants expiry in September 26, 2025 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 25,000 |
Exercise price of warrant | $ / shares | $ 13.88 |
Expiration date | Sep. 26, 2025 |
Consultants, warrants expiry in October 1, 2025 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 40,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Oct. 01, 2025 |
Consultants, warrants expiry in December 16, 2025 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 500,000 |
Exercise price of warrant | $ / shares | $ 1.08 |
Expiration date | Dec. 16, 2025 |
Consultants, warrants expiry in December 31, 2025, One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 100,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Dec. 31, 2025 |
Consultants, warrants expiry in December 31, 2025, Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 8,000 |
Exercise price of warrant | $ / shares | $ 13.60 |
Expiration date | Dec. 31, 2025 |
Consultants, warrants expiry in May 19, 2026 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 70,000 |
Exercise price of warrant | $ / shares | $ 6.45 |
Expiration date | May 19, 2026 |
Consultants, warrants expiry in December 31, 2026, One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 250,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Dec. 31, 2026 |
Consultants, warrants expiry in December 31, 2026, Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 40,000 |
Exercise price of warrant | $ / shares | $ 3.46 |
Expiration date | Dec. 31, 2026 |
Consultants, warrants expiry in December 31, 2026, Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 100,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Dec. 31, 2026 |
Consultants, warrants expiry in December 31, 2026, Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 30,000 |
Exercise price of warrant | $ / shares | $ 5.20 |
Expiration date | Dec. 31, 2026 |
Lender of loan facility, warrants expiry in May 1, 2028, One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 292,442 |
Exercise price of warrant | $ / shares | $ 3.33 |
Expiration date | May 01, 2028 |
Lender of loan facility, warrants expiry in May 1, 2028, Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 292,442 |
Exercise price of warrant | $ / shares | $ 3.33 |
Expiration date | May 01, 2028 |
Lender of loan facility, warrants expiry in June 9, 2029 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 226,586 |
Exercise price of warrant | $ / shares | $ 5.79 |
Expiration date | Jun. 09, 2029 |
Consultants, warrants expiry in August 2029 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding as of December | 13,750 |
Exercise price of warrant | $ / shares | $ 12 |
Expiration date | Aug. 01, 2029 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | ||
Options outstanding at beginning of period, Number of options | 2,124,302 | |
Options granted, Number of options | 1,213,900 | |
Options exercised, Number of options | (6,821) | |
Options expired, Number of options | (221,313) | |
Options forfeited, Number of options | (559,239) | |
Options outstanding at end of period, Number of options | 2,550,829 | 2,124,302 |
Options vested and expected to vest at end of period, Number of options | 2,089,935 | |
Exercisable at end of period, Number of options | 1,326,486 | |
Options outstanding at beginning of period, Weighted average exercise price | $ 13.38 | |
Options granted, Weighted average exercise price | 4.33 | |
Options exercised, Weighted average exercise price | 0 | |
Options expired, Weighted average exercise price | 30.51 | |
Options forfeited, Weighted average exercise price | 5.86 | |
Options outstanding at end of period, Weighted average exercise price | 9.27 | $ 13.38 |
Options vested and expected to vest at end of period, Weighted average exercise price | 9.61 | |
Exercisable at end of period, Weighted average exercise price | $ 12.45 | |
Options outstanding at, Weighted Average remaining contractual life | 7 years 7 days | 6 years 11 months 23 days |
Options vested and expected to vest at end of period, Weighted Average remaining contractual life | 6 years 10 months 17 days | |
Exercisable at end of year, Weighted Average remaining contractual life | 5 years 4 months 20 days | |
Options outstanding at beginning of period, Aggregate Intrinsic value | $ 121 | |
Options outstanding at end of period, Aggregate Intrinsic value | 36 | $ 121 |
Options vested and expected to vest at end of period, Aggregate Intrinsic value | 36 | |
Exercisable at end of period, Aggregate Intrinsic value | $ 36 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted shares (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted shares outstanding at beginning of year (audited) | 2,207,772 |
Restricted shares granted | 572,100 |
Restricted shares forfeited | (143,946) |
Restricted shares outstanding at end of period | 2,635,926 |
STOCKHOLDERS' EQUITY - Assumpti
STOCKHOLDERS' EQUITY - Assumptions Used to estimate fair value (Details) - Employee And Director [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility, Minimum | 90.90% | 91.11% |
Volatility, Maximum | 92.62% | 92.60% |
Risk-free interest rate, Minimum | 3.45% | 1.89% |
Risk-free interest rate, Maximum | 4.13% | 3.62% |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 19,701 | $ 16,975 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 327 | 66 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 3,803 | 3,608 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | 6,468 | 6,042 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expenses | $ 9,103 | $ 7,259 |
SELECTED STATEMENTS OF OPERAT_3
SELECTED STATEMENTS OF OPERATIONS DATA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SELECTED STATEMENTS OF OPERATIONS DATA | ||
Bank charges | $ 112 | $ 83 |
Foreign currency adjustments expenses, net | 210 | (243) |
Interest income | (1,868) | (506) |
Revaluation of short-term investments | (37) | |
Loan Interest Expenses | 1,876 | |
Remeasurement of long-term loan | 4,894 | 3,858 |
Remeasurement of warrant liability | (670) | (1,020) |
Debt issuance cost | 533 | 724 |
Remeasurement of financial commitment asset | 0 | (607) |
Total financial expenses, net | $ 3,174 | $ 5,379 |
BASIC AND DILUTED NET EARNING_3
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK | ||
Number of potential common shares | 12,188,189 | 5,744,428 |
BASIC AND DILUTED NET EARNING_4
BASIC AND DILUTED NET EARNINGS (LOSS) PER COMMON AND PREFERRED STOCK - Company's basic net loss per common and preferred stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Denominator: | ||
Number of shares used in per share computation | 28,371,979 | 23,635,038 |
Basic loss per share amounts: | ||
Basic losses per share | $ 1.93 | $ 2.54 |
Diluted loss per share | $ 1.93 | 2.54 |
Preferred Stock | Preferred A | ||
Basic loss per share amounts: | ||
Basic losses per share | (590.97) | |
Diluted loss per share | (590.97) | |
Preferred Stock | Preferred A-1 | ||
Numerator: | ||
Allocation of undistributed loss | $ 2,528,086 | |
Denominator: | ||
Number of shares used in per share computation | 3,557,000 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 450.47 | |
Undistributed loss - allocated | (710.74) | |
Basic losses per share | (260.26) | (599.21) |
Diluted loss per share | $ (260.26) | (599.21) |
Preferred Stock | Preferred A-2 | ||
Basic loss per share amounts: | ||
Basic losses per share | (524.32) | |
Diluted loss per share | (524.32) | |
Preferred Stock | Preferred A-3 | ||
Basic loss per share amounts: | ||
Basic losses per share | (381.15) | |
Diluted loss per share | (381.15) | |
Preferred Stock | Preferred A-4 | ||
Basic loss per share amounts: | ||
Basic losses per share | (286.94) | |
Diluted loss per share | $ (286.94) | |
Preferred Stock | Preferred B | ||
Numerator: | ||
Allocation of undistributed loss | $ 2,476,171 | |
Denominator: | ||
Number of shares used in per share computation | 4,094,000 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 244.63 | |
Undistributed loss - allocated | (604.87) | |
Basic losses per share | (360.24) | |
Diluted loss per share | $ (360.24) | |
Preferred Stock | Preferred B-1 | ||
Numerator: | ||
Allocation of undistributed loss | $ 3,173,493 | |
Denominator: | ||
Number of shares used in per share computation | 5,247,000 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 244.63 | |
Undistributed loss - allocated | (604.87) | |
Basic losses per share | (360.24) | |
Diluted loss per share | $ (360.24) | |
Preferred Stock | Preferred B-2 | ||
Numerator: | ||
Allocation of undistributed loss | $ 59,308 | |
Denominator: | ||
Number of shares used in per share computation | 99,000 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 242.18 | |
Undistributed loss - allocated | (598.83) | |
Basic losses per share | (356.64) | |
Diluted loss per share | $ (356.64) | |
Preferred Stock | Preferred B-3 | ||
Numerator: | ||
Allocation of undistributed loss | $ 413,441 | |
Denominator: | ||
Number of shares used in per share computation | 697,000 | |
Basic loss per share amounts: | ||
Distributed earnings - deemed dividends | $ 248.52 | |
Undistributed loss - allocated | (593.23) | |
Basic losses per share | (344.71) | |
Diluted loss per share | $ (344.71) | |
Common Stock | ||
Numerator: | ||
Allocation of undistributed loss | $ 54,860,245 | $ 59,957,966 |
Denominator: | ||
Number of shares used in per share computation | 28,371,979,000 | 23,635,038,000 |
Basic loss per share amounts: | ||
Undistributed loss - allocated | $ (1.93) | $ (2.54) |
Basic losses per share | (1.93) | (2.54) |
Diluted loss per share | $ (1.93) | $ (2.54) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 15, 2024 USD ($) $ / shares shares | May 05, 2023 USD ($) item $ / shares shares | May 01, 2023 USD ($) shares | Jan. 31, 2024 shares | Jan. 31, 2023 shares | Dec. 31, 2019 $ / shares shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | May 31, 2023 $ / shares | Jan. 31, 2022 shares | Oct. 14, 2020 shares | Feb. 05, 2020 shares | |
Subsequent Event [Line Items] | |||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 2,528,890 | ||||||||||||
Options granted, Number of options | 1,213,900 | ||||||||||||
Options granted, Weighted average exercise price | $ / shares | $ 4.33 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 21,375 | ||||||||||||
Series A Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 4.05 | ||||||||||||
Series A-1 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 3,557 | ||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 4.05 | ||||||||||||
Series B Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 3.334 | ||||||||||||
Series B-1 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 3.334 | ||||||||||||
Series B-2 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 3.370 | ||||||||||||
Series B-3 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 3.392 | ||||||||||||
Senior Secured Credit Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Maximum amount of amount convertible in to common stock | $ | $ 2,000,000 | ||||||||||||
Securities Purchase Agreements | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
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 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 6,200 | ||||||||||||
Securities Purchase Agreements | Series B-1 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 7,946 | ||||||||||||
Securities Purchase Agreements | Series B-2 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 150 | ||||||||||||
Purchase price | $ / shares | $ 1,000 | ||||||||||||
Securities Purchase Agreements | Series B-3 Preferred Stock | |||||||||||||
Subsequent Event [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 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Purchase price | $ / shares | $ 1,000 | ||||||||||||
Gross proceeds | $ | $ 15,402,000 | ||||||||||||
2020 Plan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of additional shares authorized under share-based payment arrangement | 1,994,346 | 1,339,624 | |||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 5,862,860 | 5,862,860 | 3,868,514 | 2,528,890 | 1,350,000 | ||||||||
Options granted, Number of options | 833,900 | ||||||||||||
Exercise price of options, minimum | $ / shares | $ 3.69 | ||||||||||||
Exercise price of options, maximum | $ / shares | $ 4.48 | ||||||||||||
Vesting period | 3 years | ||||||||||||
2020 Plan | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 618,650 | ||||||||||||
2020 Plan | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 1,968,650 | ||||||||||||
Restricted Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Restricted shares granted | 572,100 | ||||||||||||
Vesting period | 3 years | ||||||||||||
Restricted Stock | Employees of Twill | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Restricted shares granted | 29,755 | ||||||||||||
Performance-based stock options | 2020 Plan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Options granted, Number of options | 305,000 | ||||||||||||
Employee Stock Option [Member] | 2020 Plan | Employees of Twill | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Options granted, Number of options | 1,009,550 | ||||||||||||
Exercise price of options, minimum | $ / shares | $ 4.30 | ||||||||||||
Exercise price of options, maximum | $ / shares | $ 8.10 | ||||||||||||
Vesting period | 3 years | ||||||||||||
Subsequent Event | Avenue Amendment | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Maximum amount of amount convertible in to common stock | $ | $ 2,000,000 | ||||||||||||
Conversion price per share | $ / shares | $ 4.0001 | ||||||||||||
Subsequent Event | Series C Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Purchase price | $ / shares | $ 1,000 | ||||||||||||
Gross proceeds | $ | $ 22,422,000 | ||||||||||||
Subsequent Event | Series C Purchase Agreement | Series C Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 17,307 | ||||||||||||
Subsequent Event | Series C Purchase Agreement | Series C-1 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 4,000 | ||||||||||||
Subsequent Event | Series C Purchase Agreement | Series C-2 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock in warrant exchange agreement (In Shares) | 1,115 | ||||||||||||
Purchase price | $ / shares | $ 1,000 | ||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | 2.14 | ||||||||||||
Subsequent Event | Series C Purchase Agreement | Series C and C-1 Preferred Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible Preferred Stock, Conversion Price | $ / shares | $ 2.02 | ||||||||||||
Subsequent Event | 2020 Plan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of additional shares authorized under share-based payment arrangement | 2,493,764 | ||||||||||||
Number of shares authorized to be issued under share-based payment arrangement | 8,356,624 | ||||||||||||
Exercise price of options, minimum | $ / shares | $ 1.68 | ||||||||||||
Subsequent Event | 2020 Plan | Officers, employees and consultants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Options granted, Number of options | 1,100,400 | ||||||||||||
Exercise price of options, maximum | $ / shares | $ 2.14 | ||||||||||||
Subsequent Event | Restricted Stock | 2020 Plan | Directors, Officers and Employees [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Restricted shares granted | 1,941,500 | ||||||||||||
Subsequent Event | Performance-based stock options | 2020 Plan | Officers, employees and consultants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Options granted, Number of options | 320,000 | ||||||||||||
Subsequent Event | Time vesting restricted shares and stock options | 2020 Plan | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Vesting period | 2 years | ||||||||||||
Subsequent Event | Time vesting restricted shares and stock options | 2020 Plan | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Vesting period | 3 years | ||||||||||||
Subsequent Event | Employee Stock Option [Member] | 2020 Plan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Expected life (years) | 10 years | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Cash consideration | $ | $ 10,000,000 | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Leidner | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants to purchase common stock | 1,032,946 | ||||||||||||
Monthly consulting fees | $ | $ 35,416 | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Leidner | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Consulting Agreements period | 14 months | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Bilal Khan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Monthly consulting fees | $ | $ 35,417 | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Bilal Khan | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Consulting Agreements period | 6 months | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Employee Stock Option [Member] | Employees of Twill | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants to purchase common stock | 2,963,459 | ||||||||||||
Exercise price per share | $ / shares | $ 2.55 | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Warrants and restricted stock units ("RSUs") | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants to purchase common stock | 1,766,508 | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Time-based vesting stock awards | Leidner | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants to purchase common stock | 717,946 | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | Performance-based awards | Leidner | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants to purchase common stock | 315,000 | ||||||||||||
Subsequent Event | Twill Inc (Merger Agreement) | RSUs | Bilal Khan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants to purchase common stock | 350,000 | ||||||||||||
Subsequent Event | Pre-funded warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of warrants exercised | 400,017 | ||||||||||||
Number of shares issued upon exercise of warrants | 400,000 | ||||||||||||
Subsequent Event | Pre-funded warrants | Twill Inc (Merger Agreement) | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants to purchase common stock | 10,000,400 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (59,427) | $ (62,193) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |