Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ReWalk Robotics Ltd. | ||
Entity Central Index Key | 1,607,962 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 30,006,575 | ||
Entity Public Float | $ 29,744,250 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 14,567 | $ 23,678 |
Trade receivable, net | 1,103 | 1,254 |
Prepaid expenses and other current assets | 1,625 | 1,139 |
Inventories | 3,643 | 3,264 |
Total current assets | 20,938 | 29,335 |
LONG-TERM ASSETS | ||
Other long term assets | 1,085 | 1,170 |
Property and equipment, net | 840 | 1,258 |
Total long-term assets | 1,925 | 2,428 |
Total assets | 22,863 | 31,763 |
CURRENT LIABILITIES: | ||
Current maturities of long term loan | 6,441 | 7,495 |
Trade payables | 1,811 | 3,424 |
Employees and payroll accruals | 872 | 1,019 |
Deferred revenues and customers advances | 123 | 54 |
Other current liabilities | 480 | 406 |
Total current liabilities | 9,727 | 12,398 |
LONG-TERM LIABILITIES | ||
Long term loan, net of current maturities | 8,911 | 10,518 |
Deferred revenues | 262 | 284 |
Other long-term liabilities | 256 | 303 |
Total long-term liabilities | 9,429 | 11,105 |
Total liabilities | 19,156 | 23,503 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
Share capital | ||
Ordinary share of NIS 0.01 par value-Authorized: 250,000,000 shares at December 31, 2017 and 2016; Issued and outstanding: 30,003,639 and 16,338,257 shares at December 31, 2017 and 2016, respectively | 84 | 45 |
Additional paid-in capital | 134,843 | 114,707 |
Accumulated deficit | (131,220) | (106,492) |
Total shareholders’ equity | 3,707 | 8,260 |
Total liabilities and shareholders’ equity | $ 22,863 | $ 31,763 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ₪ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in ILS per share) | ₪ 0.01 | ₪ 0.01 |
Ordinary shares, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Ordinary shares, shares Issued (in shares) | 30,003,639 | 16,338,257 |
Ordinary shares, shares outstanding (in shares) | 30,003,639 | 16,338,257 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 7,753 | $ 5,869 | $ 3,746 |
Cost of revenues | 4,652 | 5,133 | 3,532 |
Gross profit | 3,101 | 736 | 214 |
Operating expenses: | |||
Research and development, net | 6,042 | 9,028 | 5,937 |
Sales and marketing | 11,360 | 13,961 | 13,056 |
General and administration | 7,691 | 8,188 | 6,395 |
Total operating expenses | 25,093 | 31,177 | 25,388 |
Operating loss | (21,992) | (30,441) | (25,174) |
Loss on extinguishment of debt | 313 | 0 | 0 |
Financial expenses, net | 2,293 | 2,059 | 188 |
Loss before income taxes | (24,598) | (32,500) | (25,362) |
Income taxes | 119 | 3 | 53 |
Net loss | $ (24,717) | $ (32,503) | $ (25,415) |
Net loss per ordinary share, basic and diluted (in USD per share) | $ (1.22) | $ (2.47) | $ (2.10) |
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted (in shares) | 20,214,895 | 13,178,107 | 12,115,038 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY $ in Thousands | Aug. 26, 2014 | Dec. 31, 2017USD ($)seriesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2017USD ($)shares | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | $ 8,260 | $ 20,920 | $ 43,853 | |||||
Cumulative effect to stock based compensation from adoption of a new accounting standard | 0 | $ 0 | ||||||
Share-based compensation to employees and non-employees | 3,654 | 3,398 | 2,345 | |||||
Issuance of ordinary share upon exercise of stock options and RSUs by employees and non employees | 38 | 18 | 137 | |||||
Issuance of warrants to purchase ordinary shares | [1] | 1,239 | ||||||
Net loss | (24,717) | (32,503) | (25,415) | |||||
Balance | 3,707 | 8,260 | 20,920 | 3,707 | ||||
Share split ratio | 18 | |||||||
Ordinary Share | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | [2],[3] | $ 45 | $ 33 | $ 32 | ||||
Balance (in shares) | shares | [2],[3] | 16,338,257 | 12,222,583 | 11,978,554 | ||||
Issuance of ordinary share upon exercise of stock options and RSUs by employees and non employees | [2],[3] | $ 1 | $ 1 | $ 1 | ||||
Issuance of ordinary share upon exercise of stock options and RSUs by employees and non employees (in shares) | shares | [2],[3] | 166,748 | 128,496 | 194,345 | ||||
Cashless exercise of warrants into ordinary shares (in shares) | shares | [2],[3] | 45,116 | 49,684 | |||||
Balance | [2],[3] | $ 84 | $ 45 | $ 33 | $ 84 | |||
Balance (in shares) | shares | [2],[3] | 30,003,639 | 16,338,257 | 12,222,583 | 30,003,639 | |||
Number of series of equity securities | series | 2 | |||||||
Additional paid-in capital | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | $ 114,707 | $ 94,876 | $ 92,395 | |||||
Cumulative effect to stock based compensation from adoption of a new accounting standard | 11 | $ 11 | ||||||
Share-based compensation to employees and non-employees | 3,654 | 3,398 | 2,345 | |||||
Issuance of ordinary share upon exercise of stock options and RSUs by employees and non employees | 37 | 17 | 136 | |||||
Issuance of warrants to purchase ordinary shares | [1] | 1,239 | ||||||
Balance | 134,843 | 114,707 | 94,876 | 134,843 | ||||
Accumulated deficit | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | (106,492) | (73,989) | (48,574) | |||||
Cumulative effect to stock based compensation from adoption of a new accounting standard | (11) | (11) | ||||||
Net loss | (32,503) | (25,415) | ||||||
Balance | (131,220) | (106,492) | $ (73,989) | (131,220) | ||||
At-the-market offering program | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares | $ 9,309 | [4] | 4,099 | [4] | $ 13,400 | |||
Issuance of ordinary shares (in shares) | shares | [2],[3],[4] | 5,613,084 | ||||||
At-the-market offering program | Ordinary Share | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares | [2],[3],[4] | $ 16 | $ 2 | |||||
Issuance of ordinary shares (in shares) | shares | 5,613,084 | 692,062 | [2],[3],[4] | 6,305,146 | ||||
At-the-market offering program | Additional paid-in capital | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares | [4] | $ 9,293 | $ 4,097 | |||||
Follow-on public offering | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares | 7,163 | [1] | 11,089 | [4] | ||||
Follow-on public offering | Ordinary Share | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares | [2],[3] | $ 22 | [1] | $ 9 | [4] | |||
Issuance of ordinary shares (in shares) | shares | [2],[3] | 7,885,550 | [1] | 3,250,000 | [4] | |||
Follow-on public offering | Additional paid-in capital | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares | $ 7,141 | [1] | $ 11,080 | [4] | ||||
[1] | See note 8b. | |||||||
[2] | All shares amount have been restated to reflect an 18-for-1 share split split as of August 26, 2014. | |||||||
[3] | The ordinary shares consist of two series, see note 8a. | |||||||
[4] | See note 8b. |
STATEMENTS OF CHANGES IN SHARE6
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | 20 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | ||
At-the-market offering program | ||||
Issuance cost | $ 467 | $ 935 | ||
At-the-market offering program | Ordinary Share | ||||
Issuance cost | 467 | [1] | $ 468 | |
Follow-on public offering | Ordinary Share | ||||
Issuance cost | $ 1,117 | [2] | $ 1,099 | |
[1] | See note 8b. | |||
[2] | See note 8b. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (24,717) | $ (32,503) | $ (25,415) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 642 | 696 | 438 |
Share-based compensation to employees and non employees | 3,654 | 3,398 | 2,345 |
Deferred taxes | 73 | (5) | (61) |
Loss on extinguishment of debt | 313 | 0 | 0 |
Financial expenses related to long term loan | 128 | 675 | 0 |
Capital Gain | 0 | (8) | 0 |
Changes in assets and liabilities: | |||
Trade receivables, net | 151 | 892 | (191) |
Prepaid expenses and other current assets | (474) | (607) | (613) |
Inventories | (582) | (911) | (2,525) |
Trade payables | (1,613) | 950 | 1,084 |
Employees and payroll accruals | (147) | (202) | 349 |
Deferred revenues and advances from customers | 47 | (32) | 121 |
Other liabilities | 27 | 120 | (712) |
Net cash used in operating activities | (22,498) | (27,537) | (25,180) |
Cash flows from investing activities: | |||
Maturities of short-term deposits | 0 | 0 | 1,667 |
Purchase of property and equipment | (21) | (452) | (584) |
Proceeds from sale of property and equipment | 0 | 15 | 0 |
Net cash provided by (used in) investing activities | (21) | (437) | 1,083 |
Cash flows from financing activities: | |||
Proceeds from long term loan | 0 | 20,000 | 0 |
Debt issuance cost | 0 | (501) | 0 |
Repayment of long term loan | (3,102) | (922) | 0 |
Issuance of ordinary shares in at-the-market offering, net of issuance expenses paid in the amount of $467 | 9,309 | 4,099 | 0 |
Issuance of ordinary shares and warrants in follow-on offering, net of issuance expenses in an amount of $1,117 | 7,163 | 11,089 | 0 |
Issuance of ordinary share upon exercise of stock options by employees and non employees | 38 | 18 | 137 |
Net cash provided by financing activities | 13,408 | 33,783 | 137 |
Increase (decrease) in cash and cash equivalents | (9,111) | 5,809 | (23,960) |
Cash and cash equivalents at beginning of period | 23,678 | 17,869 | 41,829 |
Cash and cash equivalents at end of period | 14,567 | 23,678 | 17,869 |
Supplemental disclosures of non-cash flow information | |||
Classification of inventory to property and equipment | 203 | 181 | 768 |
Supplemental disclosures of cash flow information: | |||
Cash paid for income taxes | 21 | 45 | 163 |
Cash paid for interest | $ 2,300 | $ 1,301 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
At-the-market offering program | |
Issuance expenses | $ 467 |
Follow-on public offering | |
Issuance expenses | $ 1,117 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | GENERAL a. ReWalk Robotics Ltd. (“RRL”, and together with its subsidiaries, the “Company”) was incorporated under the laws of the State of Israel on June 20, 2001 and commenced operations on the same date. b. RRL has two wholly-owned subsidiaries: (i) ReWalk Robotics Inc. (“RRI”) incorporated under the laws of Delaware on February 15, 2012 and (ii) ReWalk Robotics GMBH. (“RRG”) (formerly Argo Medical Technologies GmbH) incorporated under the laws of Germany on January 14, 2013. c. The Company is designing, developing and commercializing the ReWalk system, an innovative exoskeleton that allow wheelchair-bound persons with mobility impairments or other medical conditions to stand and walk once again. The ReWalk system consists of a light wearable brace support suit which integrates motors at the joints, rechargeable batteries, an array of sensors and a computer-based control system to power knee and hip movement. There are currently two types of products: ReWalk Personal and ReWalk Rehabilitation. ReWalk Personal is designed for everyday use by individuals at home and in their communities, and is custom fitted for each user. ReWalk Rehabilitation is designed for the clinical rehabilitation environment where it provides valuable exercise and therapy. It also enables individuals to evaluate their capacity for using ReWalk Personal system in the future. d. The Company markets and sells its products directly to institutions and individuals and through third-party distributors. The Company sells its products directly primarily in Germany and the United States, and primarily through distributors in other markets. In its direct markets, the Company has established relationships with rehabilitation centers and the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. RRI markets and sells products mainly in the United States and Canada. RRG sell the Company’s products mainly in Germany and Europe. e. During the fiscal year ended December 31, 2017 , the Company issued and sold 5,613,084 ordinary shares at an average price of $1.74 per share under its ATM Offering Program. The gross proceeds to the Company were $9.8 million , and the net aggregate proceeds after deducting commissions, fees and offering expenses in the amount of $467 thousand were $9.3 million . The Company could raise up to $25 million under its ATM Offering Program. See Note 8b(1) below for more information about the Company’s ATM Offering Program. f. In November 2017, the Company completed its follow-on public offering in which the Company issued and sold 7,885,550 ordinary shares. Each unit was sold to the public at a price of $1.05 per unit. The total gross proceeds received from the follow-on public offering, before deducting commissions, discounts and expenses, were $8.3 million . See Note 8b(2) below for more information about the Company’s follow-on public offering. g. The Company depends on one contract manufacturer, Sanmina. Reliance on this vendor makes the Company vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs. This vendor accounted for 0% and 12% of the Company's total trade payables as of December 31, 2017 and 2016 , respectively. h. The Company has an accumulated deficit in the total amount of $131.2 million as of December 31, 2017 and further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend, issuances under the Company's ATM Offering Program, or other future issuances of equity and debt securities, including the recently signed private placement of ordinary shares to Timwell, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company require more funds than anticipated during the next 12 months or in later periods. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the year ended December 31, 2017 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”), applied on a consistent basis, as follows: a. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to inventories, fair values of share-based awards and warrants, contingent liabilities, provision for warranty, allowance for doubtful account and sales return reserve. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. b. Financial Statements in U.S. Dollars: Most of the revenues and costs of the Company are denominated in United States dollars (“dollars”). Some of the Company’s and its subsidiaries’ revenues and costs are incurred in Euros and New Israeli Shekels (“NIS”), however, the selling prices are linked to the Company’s price list which is determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s and its subsidiaries’ functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of operations as appropriate. c. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, RRI and RRG. All intercompany transactions and balances have been eliminated upon consolidation. d. Cash Equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. e. Inventories: Inventories are stated at the lower of cost or market value. Inventory reserves are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to historical, current and projected sales volume. Based on this evaluation, an impairment charge is recorded when required to write-down inventory to its market value. Cost is determined as follows: Finished products - on the basis of raw materials and manufacturing costs on an average basis. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage rates and forecasted sales according to outstanding backlogs. Purchasing requirements and alternative usage are explored within these processes to mitigate inventory exposure. When recorded, the reserves are intended to reduce the carrying value of inventory to its net realizable value. In the years ended December 31, 2017 , 2016 and 2015 , the Company wrote off inventory in the amount of $131 thousand , $237 thousand and $127 thousand , respectively. If actual demand for the Company’s products deteriorates, or market conditions are less favorable than those projected, additional inventory reserves may be required. f. Related parties transactions and balances: The Company has a greater-than- 5% shareholder named Yaskawa Electric Corporation (“YEC”). In September 2013 the Company entered into a share purchase agreement and a strategic alliance with YEC, pursuant to which YEC has agreed to distribute the Company’s products, in addition to providing sales, marketing, service and training functions, in Japan, China (including Hong-Kong and Macau), Taiwan, South Korea, Singapore and Thailand. As of December 31, 2017 and 2016 related party receivable were 0% and 24.2% , of trade receivable, net, respectively. Revenues from YEC during the years ended December 31, 2017 , 2016 and 2015 amounted to $0 thousand , $295 thousand and $246 thousand respectively. g. 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: % Computer equipment 20-33 (mainly 33) Office furniture and equipment 6 - 10 (mainly 10) Machinery and laboratory equipment 15 Field service units 50 Leasehold improvements Over the shorter of the lease h. Impairment of Long-Lived Assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) 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. During the years ended December 31, 2017 , 2016 and 2015 , no impairment losses have been recorded. i. Other long term assets: Other long term assets include long-term prepaid expenses and deposits for offices and cars leasing. j. Revenue Recognition: The Company and its subsidiaries generate revenues from sales of products. The Company and its subsidiaries sell their products through a direct sales force and through distributors. Revenues are recognized in accordance with ASC No. 605, “Revenue Recognition” (“ASC 605”), when delivery has occurred, persuasive evidence of an agreement exists, the fee is fixed and determinable, collectability is reasonably assured and no further obligations exist. Provisions are made at the time of revenue recognition for any applicable warranty cost expected to be incurred. The timing for revenue recognition amongst the various products and customers is dependent upon satisfaction of such criteria and generally varies from either shipment or delivery to the customer depending on the specific shipping terms of a given transaction, as stipulated in the agreement with each customer. Other than pricing terms which may differ due to the different volumes of purchases between distributors and end-users, there are no material differences in the terms and arrangements involving direct and indirect customers. The Company’s products sold through agreements with distributors are non-exchangeable, non-refundable, non-returnable and without any rights of price protection or share rotation. Accordingly, the Company considers all the distributors to be end-users. The Company generally does not grant a right of return for its products. There have been a few occasions in which the Company experienced a return of its products. Therefore, the Company records reductions to revenue for expected future product returns based on the Company’s historical experience. For systems sold to rehabilitation facilities the Company includes training and considers the elements in the arrangement to be a single unit of accounting. In accordance with ASC 605, the Company has concluded that the training is essential to the functionality of the Company’s systems. Therefore the Company recognizes revenue for the system and training only after delivery in accordance with the agreement delivery terms to the customer and after the training has been completed, once all other revenue recognition criteria have been met. For sales of Personal systems to end users, and for sales of Personal or Rehabilitation systems to third party distributors, the Company does not provide training to the end user as this training is completed by the Rehabilitation centers or by the distributor that have previously completed the ReWalk Training program. Therefore the Company recognizes revenue in such sales upon delivery, assuming the other conditions for revenue recognition have been met. In certain cases, when product arrangements are bundled with extended warranty, the separation of the extended warranty falls under the scope of ASC 605-20-25-1 through 25-6, and the separately price of the extended warranty stated in the agreement is deferred and recognized ratably over the extended warranty period. Deferred revenue includes primarily unearned amounts received in respect of service contracts but not yet recognized as revenues. The Company also offers a rent-to-purchase option of its ReWalk Personal device. Those transactions provide potential customers the option to lease the device for a short term, after which they can choose whether to purchase it. In such cases the Company recognize revenues over the period of the rent once all other revenue criteria are met. k. Accounting for Share-Based Compensation: The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation-Stock Compensation” (“ASC No. 718”). ASC No. 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an Option-Pricing Model (“OPM”). 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 statements of operations. 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. Effective as of January 1, 2017, the Company adopted Accounting Standards Update 2016-09, “Compensation-Stock Compensation (Topic 718)” (“ASU 2016-09”) on a modified, retrospective basis. ASU 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation: to estimate the total number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. Upon adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified, retrospective basis with a cumulative-effect adjustment to retained earnings of $11 thousand (which increased the accumulated deficit) as of January 1, 2017. ASU 2016-09 also eliminates the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit can be recognized as an increase in paid in capital. The implementation resulted with no cumulative-effect adjustment to retained earnings as of January 1, 2017. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its share-option awards. The option-pricing model requires a number of assumptions, of which the most significant are the fair market value of the underlying ordinary share, expected share price volatility and the expected option term. Expected volatility was calculated based upon certain peer companies that the Company considered to be comparable. The expected option term represents the period of time that options granted are expected to be outstanding. The expected option term is determined based on the simplified method in accordance with Staff Accounting Bulletin No. 110, as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. 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. The fair value of the ordinary shares underlying the share options has historically been determined by the Company’s board of directors. As prior to the Company’s IPO, there had been no public market for the Company’s ordinary shares, the board of directors determined fair value of the ordinary shares at the time of grant of the option by considering a number of objective and subjective factors including data from other comparable companies, sales of ordinary shares and convertible preferred share to unrelated third parties, operating and financial performance, the lack of liquidity of capital share and general and industry specific economic outlook, among other factors. As of December 31, 2017, there are outstanding options measured according to the above mentioned method. Since the distributions and participation rights to security holders are different in a sale/liquidation scenario versus an IPO, the valuation of the Company was performed using a weighted average of the values derived from the following scenarios: 1) discounted cash flow (DCF) model, and the OPM method was then employed to allocate the enterprise value amongst the Company’s various equity classes, deriving a fully marketable value per share for the ordinary share; 2) IPO scenario; and 3) Implied value approach. Before the per share value was determined, a discount for lack of marketability and a voting right differential was applied, as applicable, to the ordinary shares and the founders shares. Following the IPO in September 2014, the fair value of ordinary shares is observable as they are publicly traded. The fair value of Restricted Stock Units (RSUs) granted is determined based on the price of the Company's ordinary shares on the date of grant. The fair value for options granted in 2017 , 2016 and 2015 is estimated at the date of grant using a Black-Scholes-Merton option pricing model with the following assumptions: December 31, 2017 2016 2015 Expected volatility 55% - 59% 53% - 60% 60% Risk-free rate 1.78% - 2.07% 1.16% - 1.60% 1.60% - 1.95% Dividend yield —% —% —% Expected term (in years) 5.31 - 6.11 5.31 - 6.11 5.73 - 6.11 Share price $1.30 - $2.00 $6.80 - $11.88 $7.30 - $20.97 The Company accounts for options granted to consultants and other service providers under ASC No. 718 and ASC No. 505, “Equity-based payments to non-employees.” The fair value of these options was estimated using a Black-Scholes-Merton option-pricing model. In 2017 the non-cash compensation expenses related to nonemployees were $45 thousand , in 2016 and 2015 the non-cash compensation expenses related to nonemployees were immaterial. The non-cash compensation expenses related to employees and non employees for the years ended December 31, 2017 , 2016 and 2015 amounted to $ 3,654 thousand , $ 3,398 thousand and $ 2,345 thousand respectively. l. Research and Development Costs: Research and development costs are charged to the consolidated statement of operations as incurred and are presented net of the amount of any grants the company receive for research and development in the period in which the grant was received. m. Income Taxes The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes” (“ASC No. 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for 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 the amounts that are more likely-than-not to be realized. ASC No. 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. The Company accrues interest and penalties related to unrecognized tax benefits in its taxes on income. n. Warranty: The Company provides a two -year standard warranty for its products. The Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. US Dollars in thousands Balance at December 31, 2016 $ 498 Provision 338 Usage (348 ) Balance at December 31, 2017 $ 488 o. Concentrations of Credit Risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables. The Company’s cash and cash equivalents are deposited in major banks in Israel, the United States and Germany. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with diverse financial institutions and monitors the amount of credit exposure to each financial institution. Concentration of credit risk with respect to trade receivable is primarily limited to a customer to which the Company makes substantial sales. December 31, 2017 2016 Customer A 14% 5% Customer B 17% *) Customer C 10% *) *) Less than 10% The Company’s trade receivables are geographically diversified and derived primarily from sales to customers in various countries, mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its distributors based upon a specific review of all significant outstanding invoices. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. As of December 31, 2017 and 2016 trade receivables are presented net of $125 thousand and $333 thousand allowance for doubtful accounts and net of sales return reserve of $ 105 thousand and $ 105 thousand , respectively. p. Accrued Severance Pay: Pursuant to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment, or a portion thereof. All of the employees of the RRL elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. Total Company expenses related to severance pay amounted to $185 thousand , $226 thousand and $202 thousand for the years ended December 31, 2017 , 2016 and 2015 , respectively. q. Fair Value Measurements: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: • Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables and trade payables approximate their fair value due to the short-term maturity of such instruments. r. Basic and Diluted Net Loss Per Share: Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of ordinary shares, including stock options, convertible preferred share warrants, to the extent dilutive, all in accordance with ASC No. 260, “Earning Per Share”. The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share (in thousands, except share and per share data): Year ended December 31 2017 2016 2015 Net loss $ (24,717 ) $ (32,503 ) $ (25,415 ) Net loss attributable to ordinary shares (24,717 ) (32,503 ) (25,415 ) Shares used in computing net loss per ordinary shares, basic and diluted 20,214,895 13,178,107 12,115,038 Net loss per ordinary share, basic and diluted $ (1.22 ) $ (2.47 ) $ (2.10 ) Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares outstanding would have been anti-dilutive. s. Contingent liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 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. See note 7e for further information. t. Government grants Government grants received by the Company relating to categories of operating expenditures are credited to the consolidated statements of operations during the period in which the expenditure to which they relate is charged. Royalty and non-royalty-bearing grants from the Israel Innovation Authority, or the IIA, (formerly known as the Israeli Office of the Chief Scientist), from the Israel-U.S. Binational Industrial Research and Development Foundation (“BIRD”) and from the Israeli Fund for Promoting Overseas Marketing for funding certain approved research and development projects and sales and marketing activities are recognized at the time when the Company is entitled to such grants, on the basis of the related costs incurred, and are included as a deduction from research and development or sales and marketing expenses (see Note 7c). The Company recorded royalty-bearing grants in the amount of $1,030 , $0 and $214 for the years ended December 31, 2017 , 2016 and 2015 , respectively, as part of the research and development expenses. The Company recorded royalty expenses in the amount of $0 for the years ended December 31, 2017 , 2016 and 2015 , respectively, as part of the cost of revenues. u. New Accounting Pronouncements Recently Implemented Accounting Pronouncements i. Inventory: In July 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” The standard changes the inventory valuation method from the lower of cost or market to the lower of cost or net realizable value for inventory valued under the first-in, first-out or average cost methods. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods and requires prospective adoption with early adoption permitted. The Company adopted ASU 2015-17 as of January 1, 2017. The adoption of this standard did not have, for 2017, and is not expected to have, in future periods, materially impact the Company's financial statements. ii. Deferred Taxes: In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes", which simplifies the presentation of deferred income taxes. ASU 2015-17 provides presentation requirements to classify deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the balance sheet. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. The Company elected to implement this ASU-2015-17 prospectively. The Company adopted ASU 2015-17 as of January 1, 2017. The adoption of this standard did not have, for 2017, and is not expected to have, in future periods, materially impact the Company's financial statements. Recent Accounting Pronouncements Not Yet Adopted i. Revenues: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The standard provides a five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract(s) with the 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 each performance obligation is satisfied. The guidance permits two methods of adoption: the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective transition method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company adopted ASU 2014-09 as of the January 1, 2018 using the modified retrospective transition method with a cumulative-effect adjustment to equity as will be fully presented in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018. The adoption of this new standard may result in a change in the timing of revenue recognition related to certain of the company's contracts. The most significant impact of the new standard relates to the way the Company accounts for cash-basis transactions, which will no longer be applicable under the new standard. The Company has implemented new processes and internal controls to enable the preparation of financial information on adoption. The adoption will not have a significant impact to the company's net income. The cumulative impact to the company's accumulated deficit as of December 31, 2017 is a reduction of $23 thousand, reflecting the accounting changes related to certain contracts made upon adoption of this new standard . The adoption of ASU 2014-09 will also result in additional disclosures around nature and timing of the Company’s performance obligations, deferred revenue contract liabilities, deferred contract cost assets, as well as significant judgments and practical expedients used by the Company in applying the five-step revenue model. ii. Leases: In February 2016, the FASB issued ASU 2016-02, “Leases”, on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840, "Leases". The guidance is effective for the interim and annual periods beginning on or after December 15, 2018, and early adoption is permitted. The Company is currently evaluating whether to early adopt this standard and the potential effect of the guidance on its consolidated financial statements. iii. Share Based Compensation: On May 10, 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” This ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. They will have to make all of the disclosures about modifications that are required today, in addition to disclosing that compensation expense has not changed, to the extent applicable. The ASU also clarifies that a modification to an award could be significant and therefore require disclosure, even if modification accounting is not required. The Company adopted ASU 2017-09 on January 1, 2018 and it did not have an impact on its accounting and disclosures. iv. Cash Flow: In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The standard addresses several matters of diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows including the presentation of debt extinguishment costs and distributions received from equity method investments. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods and allows for retrospective adoption with early adoption permitted. The Company adopted ASU 2016-15 on January 1, 2018 and it did not have a material impact on its accountin |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS The components of prepaid expenses and other current assets are as follows (in thousands): December 31, 2017 2016 Government institutions $ 191 $ 113 Prepaid expenses 342 355 Advances to vendors 634 — Other assets 458 671 $ 1,625 $ 1,139 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventory are as follows (in thousands): December 31, 2017 2016 Finished products $ 3,643 $ 3,264 $ 3,643 $ 3,264 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET The components of property and equipment, net are as follows (in thousands): December 31, 2017 2016 Cost: Computer equipment $ 709 $ 709 Office furniture and equipment 293 293 Machinery and laboratory equipment 583 573 Field service units 1,010 771 Leasehold improvements 333 358 $ 2,928 $ 2,704 December 31, 2017 2016 Accumulated depreciation 2,088 1,446 Property and equipment, net $ 840 $ 1,258 Depreciation expenses amounted to $642 thousand , $696 thousand and $438 thousand for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
LOAN AGREEMENT WITH KREOS AND R
LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES | LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES On December 30, 2015, the Company entered into the loan agreement (the "Loan Agreement") with Kreos Capital V (Expert Fund) Limited ("Kreos"), pursuant to which Kreos extended a line of credit to the Company in the amount of $20 million . The Loan has a maturity of 36 months and bears annual interest of 10.75% , which is to be paid monthly. The principal of the Loan is to be paid in 24 monthly payments, beginning in January 2017, except for the last loan payment, which was paid in advance on the Draw Down Date (as defined below). The repayment period will be extended to 36 months if the Company raises $20.0 million or more in connection with the issuance of shares of its capital stock (including debt securities convertible into shares of the Company’s capital stock) prior to the expiration of the respective initial 24 -month period. Repayment of the Loan and payment of all other amounts owed to Kreos are to be made in U.S. dollars. On June 9, 2017, the Company and Kreos entered into the First Amendment of the Loan Agreement (the "Loan Amendment"). As of that date the outstanding principal amount under the Loan Agreement (the "Outstanding Principal Amount") was $17.2 million . Under the Loan Amendment $3 million of the Outstanding Principal Amount was extended by an additional 3 years with the same interest rate and became subject to repayment in accordance with, and subject to the terms of, a secured convertible promissory note (the "Kreos Convertible Note"). The Kreos Convertible Note may be converted into up to 2,523,660 ordinary shares of the Company at a fixed conversion price of $1.268 per share (subject to customary antidilution adjustments in connection with a share split, reverse share split, share dividend, combination, reclassification or otherwise), thus reducing the Outstanding Principal Amount by $3 million to $14.2 million . Kreos may convert the then-outstanding principal under the Kreos Convertible Note in whole or in part, in one or more occasions, at any time until the earlier of (i) the maturity date of June 9, 2020 or (ii) a "Change of Control", as defined in the Loan Agreement. In addition, at any time until the maturity date of June 9, 2020, Kreos has the right to convert the “end of loan payments” under the Loan Agreement, in whole or in part, into ordinary shares at a conversion price of $1.268 per share. Because the aggregate amount the Company drew down under the Loan Agreement equals $20 million and the total “end of loan payments” equal $200 thousand , Kreos has the right to convert up to 157,729 additional ordinary shares (subject to customary anti-dilution adjustments), making the total number of ordinary shares issuable upon conversion of the Kreos Convertible Note 2,523,660 (subject to customary anti-dilution adjustments). The Outstanding Principal Amount under the Loan Agreement is not convertible and remains subject to repayment in accordance with the terms and conditions of the Loan Agreement, provided that such amount shall be repaid by the Company in accordance with an amended repayment schedule. The Company concluded that the exchange of the $3 million for the convertible promissory note is not a troubled debt restructuring under applicable accounting guidance because the lenders did not grant a concession. The modification was analyzed under ASC 470 Debt to determine if extinguishment accounting was applicable. Under ASC 470-50-40-10 a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting. Since this modification added a substantive conversion option, extinguishment accounting is applicable. The difference between the fair value of the new debt with the pre-modification carrying amount of the old debt represented a loss on extinguishment in the amount of $313 thousand . According to the Loan Agreement the repayment period will be extended to 36 months if the Company raises $20 million or more in connection with the issuance of shares of its capital stock (including debt securities convertible into shares of the Company’s capital stock). As of June 30, 2017 the Company had raised more than $20 million and therefore the repayment period was extended by an additional 12 months to 36 months. The Company recorded interest expense in the amount of $ 2.5 million during the fiscal year ended December 31, 2017 . |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES a. Purchase commitment: The Company has contractual obligations to purchase goods from its contract manufacturer. Purchase obligations do not include contracts that may be canceled without penalty. As of December 31, 2017 , non-cancelable outstanding obligations amounted to approximately $745 thousand . b. Lease commitment: the Company operates from leased facilities in Israel, the United States and Germany. These leases expire between 2018 and 2025. The future minimum lease commitments of the Company and its subsidiaries under various non-cancelable operating lease agreements in respect of premises, that are in effect as of December 31, 2017 , are as follows: 2018 586 2019 586 2020 595 2021 594 2022 603 And Thereafter 1,108 Total $ 4,072 Total rent expenses for the years ended December 31, 2017 , 2016 and 2015 were $682 thousand , $650 thousand and $260 thousand , respectively. RRL and RRG lease cars for their employees under cancelable operating lease agreements expiring at various dates in 2017-2019. RRL and RRG have an option to be released from these agreements, which may result in penalties in a maximum amount of approximately $ 57 thousand as of December 31, 2017 . c. Royalties: The Company’s research and development efforts are financed, in part, through funding from the IIA and BIRD. Since the Company’s inception through December 31, 2017 , the Company received funding from the IIA and BIRD in the total amount of $1.77 million and $ 500 thousand , respectively. Out of the $1.77 million in funding from the IIA, a total amount of $1.37 million were royalty bearing grants (as of December 31, 2017 , the Company paid royalties to the IIA in the total amount of $50 thousand ), while a total amount of $400 thousand was received in consideration of 5,237 convertible preferred A shares, which converted after our initial public offering in September 2014 into ordinary shares in a conversion ratio of 1 to 1. The Company is obligated to pay royalties to the IIA, amounting to 3% - 3.5% of the sales of the products and other related revenues generated from such projects, up to 100% of the grants received. The royalty payment obligations also bear interest at the LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the applicable products and in the absence of such sales, no payment is required. The Company was obligated to pay royalties to the BIRD amounting to 5% of the sales of the products and other related revenues generated from such projects, up to 150% of the grants received. For the years ended December 31, 2017 , 2016 and 2015 , the royalties expenses recorded in cost of revenues amounted to $ 0 . As of December 31, 2017 , the contingent liability to the IIA amounted to $1.4 million . The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA. Such approval is not required for the sale or export of any products resulting from such research or development. The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel, in the following cases: (a) the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how or in consideration for the sale of the grant recipient itself, as the case may be, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer); (b) the grant recipient receives know-how from a third party in exchange for its IIA-funded know-how; (c) such transfer of IIA-funded know-how arises in connection with certain types of cooperation in research and development activities; or (d) If such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient. d. Liens In connection with the Loan Agreement, the Company granted Kreos a first priority security interest over all of its assets, including intellectual property and equity interests in its subsidiaries, subject to certain permitted security interests. The Company's other long-term assets in the amount of $856 thousand have been pledged as security in respect of a guarantee granted to a third party . Such deposit cannot be pledged to others or withdrawn without the consent of such third party. e. Legal Claims: Occasionally the Company is involved in various claims, lawsuits, regulatory examinations, investigations and other legal matters arising, for the most part, in the ordinary course of business. The outcome of litigation and other legal matters is inherently uncertain. In making a determination regarding accruals, using available information, the Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which the Company is a party and records a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. Where the Company determines an unfavorable outcome is not probable or reasonably estimable, the Company does not accrue for any potential litigation loss. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of the company's defenses and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from the Company’s current estimates. It is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to the Company’s consolidated results of operations, liquidity or financial condition. As set forth below, between September 2016 and January 2017, eight substantially similar putative securities class actions were filed against the Company. Four of these actions have been dismissed on procedural grounds, one was voluntarily dismissed and three are pending, including two actions which have been consolidated and one action brought by the plaintiffs whose actions were dismissed. Dismissed Actions: • On September 20, November 3, November 9, and November 10, 2016, respectively, four putative class actions on behalf of alleged shareholders that purchased or acquired the Company ’ s ordinary shares pursuant and/or traceable to the registration statement used in connection with the Company’s initial public offering (the “ IPO ”) were commenced in the Superior Court of the State of California, County of San Mateo. The actions were filed against the Company, certain of the Company’s current and former directors and officers, and the underwriters of the Company’s IPO. These actions are referred to as the “California State Court Actions.” The complaints in the California State Court Actions asserted various claims under the Securities Act. Each of the California State Court Actions was dismissed for lack of personal jurisdiction in January 2017. • On January 24, 2017, a substantially similar class action was commenced in the United States District Court for the Northern District of California (Case No. 4:17-cv-362) against the same defendants as in the California State Court Actions plus certain additional defendants. This action is referred to as the “California Federal Court Action.” On March 23, 2017, this case was voluntarily dismissed. Pending Actions: • On or about October 31, 2016, a class action with claims substantially similar to the California State Court Actions was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3336), alleging claims under Section 11 of the Securities Act against the Company, certain of the Company’s current and former directors and officers, and the underwriters of the Company’s IPO, and alleging claims under Section 15 of the Securities Act against the Company and certain of the Company’s current and former directors and officers. • On or about November 30, 2016, a substantially similar class action was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3670) alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on October 31, 2016, and also alleging claims under Section 12(a)(2) of the Securities Act against the Company, certain of the Company’s current and former directors and officers, and the underwriters of the Company’s IPO. This action was ordered consolidated in the Massachusetts Superior Court, Suffolk County on January 9, 2017 with the action commenced on October 31, 2016, and the two actions are referred to as the “Consolidated Massachusetts State Court Actions.” The plaintiffs in the Consolidated Massachusetts State Court Actions filed a consolidated amended complaint on March 20, 2017. The Company moved to dismiss the Consolidated Massachusetts State Court Actions on June 2, 2017. On December 6, 2017, at a hearing to address the motion to dismiss of the non-U.S. defendants, the court, in light of the pending argument of the motion to dismiss in the Massachusetts Federal Court Action (as defined below), reconsidered its previous decision denying a stay and, subsequently entered an order staying the action. • On or about January 31, 2017, a substantially similar class action was commenced in the United States District Court for the District of Massachusetts (Case No. 1:17-cv-10169) by four of the same plaintiffs who commenced the California State Court Actions, and two additional plaintiffs, alleging claims under Sections 11 and 12(a)(2) of the Securities Act against the Company, certain of the Company’s current and former directors and officers, and the underwriters of the Company’s IPO, and alleging claims under Section 15 of the Securities Act against certain of the Company’s current and former directors and officers. This action is referred to as the “Massachusetts Federal Court Action.” The plaintiffs in the Massachusetts Federal Court Action filed a consolidated amended complaint on August 9, 2017. The Company subsequently moved to dismiss. On January 19, 2018, the court held oral argument on the motion to dismiss. On February 23, 2018, the court entered an order denying the motion to dismiss for certain defendants only with respect to their motion seeking dismissal for failure to timely serve the complaint and indicated that it will address the substantive grounds for dismissal raised by all defendants at a later date. The complaints in all of the actions listed above allege that the Company’s registration statement used in connection with its IPO failed to disclose that the Company was unprepared or unable to comply with certain regulatory special controls and to provide the FDA with a postmarket surveillance study on the Company’s ReWalk Personal device, and that, as a result of such alleged omission, the plaintiffs suffered damages. The Massachusetts Federal Court Action also alleges that certain statements issued by the Company after its IPO are materially misleading because they omitted certain information. The Company believes that the allegations made in the complaints are without merit and intends to defend itself vigorously against the complaints relating to the three pending actions. Based on information currently available and the early stage of the litigation, the Company is unable to reasonably estimate a possible loss or range of possible losses, if any, with regard to these lawsuits; therefore, no litigation reserve has been recorded in the Company's consolidated balance sheets as of December 31, 2017 . The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is probable that a loss will be incurred and the amount of the loss is reasonably estimable. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY a. Ordinary shares: The ordinary shares of the Company confer on the holders thereof voting rights, rights to receive dividends and rights to participate in distribution of assets upon liquidation after any outstanding preferred shares receive their preference amount. b. Equity raise: 1. At-the-market offering program: On May 10, 2016, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Piper Jaffray, pursuant to which it may offer and sell, from time to time, ordinary shares having an aggregate offering price of up to $25 million , through Piper Jaffray acting as its agent. Subject to the terms and conditions of the Equity Distribution Agreement, Piper Jaffray will use its commercially reasonable efforts to sell on the Company’s behalf all of the ordinary shares requested to be sold by the Company, consistent with its normal trading and sales practices. Piper Jaffray may also act as principal in the sale of ordinary shares under the Equity Distribution Agreement. Sales may be made under the Company's Form S-3, in what may be deemed “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “ATM Offering Program”). Sales may be made directly on or through the NASDAQ Capital Market, the existing trading market for the Company's ordinary shares, to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. Piper Jaffray is entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold through it as agent under the Equity Distribution Agreement. Where Piper Jaffray acts as principal in the sale of ordinary shares under the Equity Distribution Agreement, such rate of compensation will not apply, but in no event will the total compensation of Piper Jaffray, when combined with the reimbursement of Piper Jaffray for the out-of-pocket fees and disbursements of its legal counsel, exceed 8.0% of the gross proceeds received from the sale of the ordinary shares. The Company is not required to sell any of its ordinary shares at any time. The Company may raise up to $25 million under its ATM Offering Program pursuant to the terms of its agreement with the sales agent. However, due to limitations under the rules of Form S-3, which have applied to the Company since it filed its annual report on Form 10-K, in February 2017, as of the date of this annual report we may only issue up to approximately $13.7 million in primary offerings under our effective registration statement on Form S-3 (the “Form S-3”), including our ATM Offering Program, during any 12-month period while we remain subject to these limitations During the12 months after the Company became subject to these rules, the Company issued and sold 5,613,084 ordinary shares at an average price of $1.74 per share under its ATM Offering Program. The gross proceeds to the Company were $9.8 million , and the net aggregate proceeds after deducting commissions, fees and offering expenses in the amount of $467 thousand were $9.3 million . As a result, from the inception of the ATM Offering Program in May 2016 until December 31, 2017 , the Company had sold 6,305,146 ordinary shares under the ATM Offering Program for gross proceeds of $14.3 million and net proceeds to the Company of $13.4 million (after commissions, fees and expenses). Additionally, as of that date, the Company had paid Piper Jaffray compensation of $430 thousand and had incurred total expenses of approximately $935 thousand in connection with the ATM Offering Program. 2. Follow-on Offering On November 20, 2017, the Company entered into the Underwriting Agreement with National Securities Corporation (“National”), in connection with the Company's follow-on public offering of 6,857,000 ordinary shares. Each ordinary share was sold to the public at a price of $1.05 per share. On November 22, 2017 National exercised in full its option to purchase 1,028,550 additional ordinary shares at the public offering price of $1.05 per share, less the underwriting discount. The Company's gross proceeds were $8.3 million . The Company's net aggregate proceeds, after deducting underwriting discounts, commissions and expenses, were $7.2 million . c. Share Option Plans: On March 30, 2012, the Company’s board of directors adopted the ReWalk Robotics Ltd. 2012 Equity Incentive Plan. On August 19, 2014, the Company’s board of directors adopted the ReWalk Robotics Ltd. 2014 Incentive Compensation Plan or the "Plan". The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-based awards, other stock-based awards and dividend equivalents to the Company’s and its affiliates’ respective employees, non-employee directors and consultants. Starting in 2014, the Company grants to directors and employees RSUs under this Plan. An RSU award is an agreement to issue shares of the company's ordinary shares at the time the award is vested. As of December 31, 2017 and 2016 , the Company had reserved 1,301,521 and 380,153 shares of ordinary shares, respectively, available for issuance to employees, directors, officers and non-employees of the Company. The share reserve pool will increase on January 1 of each calendar year during the term of the 2014 Plan in an amount equal to the lesser of: (x) 972,000 , (y) 4% of the total number of shares outstanding on December 31 of the immediately preceding calendar year, and (z) an amount determined by the Company's board of directors. The options generally vest over four year, with certain options granted to non-employee directors during the fiscal year ended December 31, 2017 , vesting over one year. Any option that is forfeited or canceled before expiration becomes available for future grants under the Plan. A summary of employee share options and RSUs activity during the fiscal year ended 2017 is as follows: Year Ended December 31, 2017 Number Average exercise price Average remaining contractual life (years) (1) Aggregate intrinsic value (in thousands) Options and RSUs outstanding at the beginning of the year 2,251,014 $ 6.47 7.80 $ 1,740 Options granted 492,356 2.01 RSUs granted 413,746 — Options exercised (2) (30,192 ) 1.39 RSUs vested (2) (105,688 ) — RSUs forfeited (44,196 ) — Options forfeited (1,130,243 ) 0.45 Options and RSUs outstanding at the end of the year 1,846,797 $ 1.86 6.33 $ 586 Options exercisable at the end of the year 924,565 $ 2.74 5.22 $ 8 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. (2) During the fiscal year ended December 31, 2017 , the aggregate number of ordinary shares that were issued pursuant to RSUs that became vested and options that were exercised on a net basis was 133,420 ordinary shares. The weighted average grant date fair values of options granted during the fiscal year ended December 31, 2017 , 2016 and 2015 were $1.02 , $ 4.75 and $ 5.36 respectively. The weighted average grant date fair values of RSUs granted during the fiscal year ended December 31, 2017 , 2016 and 2015 ,were $1.44 , $9.28 and $ 20.77 respectively. The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders, which hold options with positive intrinsic value, exercised their options on the last date of the exercise period. Total intrinsic value of options exercised for the year ended December 31, 2017 , 2016 and 2015 were $29 thousand , $844 thousand and $2.1 million , respectively. Total fair value of shares vested during the year ended December 31, 2017 , 2016 and 2015 were $ 3,785 thousand , $ 3,626 thousand and $ 2,164 thousand respectively. As of December 31, 2017 , there were $4.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2012 and 2014 Plans. This cost is expected to be recognized over a period of approximately 2.0 years . The number of options and RSUs outstanding as of December 31, 2017 is set forth below, with options separated by range of exercise price: Range of exercise price Options and RSUs Outstanding as of December 31, 2017 Weighted average remaining contractual life (years) (1) Options and RSUs outstanding as of December 31, 2017 Weighted average remaining contractual life (years) (1) RSUs only 569,071 — — — $0.82 31,803 3.03 31,803 3.03 $1.32 335,095 4.27 330,095 4.19 $1.47-$2.10 762,937 7.09 442,756 5.43 $6.80-$8.99 100,821 8.01 76,722 8.07 $9.22-$10.98 17,046 8.29 14,514 8.32 $19.62-$20.97 30,024 6.97 28,675 6.96 1,846,797 6.33 924,565 5.22 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. On September 6, 2017, the Company commenced a one-time equity award exchange program (the “Equity Exchange Program”), offering to certain eligible employees, executive officers and consultants the opportunity to cancel certain outstanding “underwater” stock options issued under the 2014 Plan, in exchange for the grant under such plan of a lesser number of RSUs. The Company's non-employee directors and retirees were not eligible to participate in the Equity Exchange Program. The Company conducted the Equity Exchange Program as a “value-for-value” exchange, pursuant to which the Company issued new RSUs with a value approximately equal to the value of the options that are surrendered, in accordance with the terms approved by the Company’s shareholders at the annual meeting of shareholders held on June 27, 2017. The primary purpose of the Equity Exchange Program was to restore the intended retention and incentive value of certain employee and consultant equity awards. Participation in the Equity Exchange Program was voluntary. The Company used the 52-week high closing price of its ordinary shares (as measured at the commencement of the Equity Exchange Program) as a threshold for options eligible to be exchanged. On the Equity Exchange Program’s expiration date of October 4, 2017, 46 holders tendered options to purchase an aggregate of 945,416 ordinary shares, representing 96.4% of all options eligible for exchange, and on October 5, 2017, the Company granted to these holders an aggregate of 251,872 new RSUs. 180,167 of these new RSUs were granted to the Company’s executive officers and “named executive officers” (as defined in Item 402 of Regulation S-K of the SEC). Unless the Company’s compensation committee accelerates their vesting, the new RSUs vest over a three -year period, with one-third vesting on the first anniversary of the date of grant and one-third vesting on each of the next two successive anniversaries. Additionally, the forfeiture terms of the new RSUs are substantially the same as those that apply generally to previously-granted RSUs granted under the 2014 Plan. The modification was analyzed under ASC No. 718 to determine if the new vesting condition remain probable, as the original. Since the modification also increased the fair value of the Equity Exchange Program, the Company decided to implement one of the two acceptable methods and recognize the incremental compensation amounted to $159 thousand over the new service period, while the unrecognized compensation cost remaining from the original grant will be recognized over the remainder of the original requisite service period. The stock options exchanged pursuant to the Exchange Program were canceled and the ordinary shares underlying such options became available for issuance under the 2014 Plan. d. Equity compensation issued to consultants: The Company granted 3,454 options to a non-employee consultant on March 12, 2007, which were exercised during the fiscal year ended December 31, 2017 . The Company granted 29,874 fully vested RSUs during the fiscal year ended December 31, 2017 to non-employee consultants. As of December 31, 2017 , there are no outstanding options or RSUs held by non-employee consultants. On May 28, 2016, the Company entered into an agreement (the “Consulting Agreement”) with a separate non-employee consultant (the “Consultant”), under which the Consultant agreed to assist the Company in commercially promoting and expanding insurance coverage of the Company’s ReWalk devices. The agreement terminated in May 2017 and was not extended. Under the agreement, compensation under the Consulting Agreement would be due and payable only if the Consultant was successful, and would consist of agreed amounts in cash or ordinary shares and a percentage of certain sales resulting from the Consultant’s efforts. Additionally, the Company agreed to pay the Consultant 10 percent of the increase in the Company’s market capitalization following the dates when coverage becomes active under national insurance policies that the Consultant secures for the Company. The increase in the Company’s market capitalization would be determined based on the increase between the average closing price over the ten days before disclosure of a relevant coverage decision and the average closing price over the ten days commencing 80 days after such disclosure. These variable payments, which would be made only for the first five national insurance policies the Consultant attains for the Company, (1) could be made in cash or stock at the Company’s choice and (2) could not exceed (i) $6.0 million for the date that the first national coverage policy takes effect, (ii) $5.0 million for the date that the second national coverage policy takes effect and (iii) $2.0 million for each of the dates that the next three national coverage policies take effect. The Company would possibly need to seek shareholder approval pursuant to the rules of The Nasdaq Stock Market LLC if it the Company elected to make such payments in stock. The Company had not made any cash payments or issued any ordinary shares to the Consultant under the Consulting Agreement as of December 31, 2017 e. Warrants to purchase ordinary shares During the fiscal year ended December 31, 2017 , no warrants were exercised into ordinary shares. The following table summarizes information about warrants outstanding and exercisable as of December 31, 2017 : Issuance date Warrants outstanding Exercise Warrants Exercisable (number) (number) July 14, 2014 (1) 403,804 $ 10.08 403,804 July 13, 2018 December 30, 2015 (2) 119,295 $ 9.64 119,295 See footnote (2) November 1, 2016 (3) 2,437,500 $ 4.75 2,437,500 November 1, 2021 December 28, 2016 (4) 47,717 $ 9.64 47,717 See footnote (2) 3,008,316 3,008,316 (1) Represents warrants to purchase ordinary shares at an exercise price of $ 10.08 per share, which were granted on July 14, 2014 as part of our series E investment round. (2) Represents warrants issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $ 9.64 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited, or Kreos, in connection with a loan made by Kreos to us and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or into, or the sale or license of all or substantially all the assets or shares of us to, any other entity or person, other than a wholly-owned subsidiary of us, excluding any transaction in which our shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of December 31, 2017 . (3) Represents warrants issued as part of our follow-on offering in November 2016. The exercise price and the number of ordinary shares into which the warrants may be exercised are subject to adjustment upon certain corporate events, including stock splits, reverse stock splits, combinations, stock dividends, recapitalizations, reorganizations and certain other events. Our board of directors may also determine to make such adjustments to the exercise price and number of ordinary shares to be issued upon exercise based on similar events, including the granting of stock appreciation rights, phantom stock rights or other rights with equity features. At any time, the board of directors may reduce the exercise price of the warrants to any amount and for any period of time it deems appropriate. (4) Represents warrants in the amount of 47,717 ordinary shares were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 2 for exercisability terms. f. Share-based compensation expense for employees and non-employees: The Company recognized non-cash share-based compensation expense in the consolidated statements of operations as follows: Year Ended December 31, 2017 2016 2015 Cost of revenues $ 62 $ 108 $ 64 Research and development, net 508 559 425 Sales and marketing, net 963 811 571 General and administrative 2,121 1,920 1,285 Total $ 3,654 $ 3,398 $ 2,345 |
RESEARCH COLLABORATION AGREEMEN
RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development [Abstract] | |
RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT | RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT On May 16, 2016, the Company entered into a Research Collaboration Agreement (“Collaboration Agreement”) and an Exclusive License Agreement (“License Agreement”) with Harvard. Under the Collaboration Agreement, Harvard and the Company have agreed to collaborate on research regarding the development of lightweight “soft suit” exoskeleton system technologies for lower limb disabilities, which are intended to treat stroke, multiple sclerosis, mobility limitations for the elderly and other medical applications. The Company has committed to pay in quarterly installments for the funding of this research, subject to a minimum funding commitment under applicable circumstances. The Collaboration Agreement will expire on May 16, 2021. Under the Harvard License Agreement, Harvard has granted the Company an exclusive, worldwide royalty-bearing license under certain patents of Harvard relating to lightweight “soft suit” exoskeleton system technologies for lower limb disabilities, a royalty-free license under certain related know-how and the option to obtain a license under certain inventions conceived under the joint research collaboration. The Harvard License Agreement requires the Company to pay Harvard an upfront fee, reimbursements for expenses that Harvard incurred in connection with the licensed patents, royalties on net sales and several milestone payments contingent upon the achievement of certain product development and commercialization milestones. The Harvard License Agreement will continue in full force and effect until the expiration of the last-to-expire valid claim of the licensed patents. As of December 31, 2017 , the Company did not achieve any of these milestones, and is evaluating the likelihood that the milestones will be achieved on a quarterly basis. Moreover, s ince such royalties are dependent on future product sales which are neither determinable nor reasonably estimable, these royalty payments are not recorded on the Company's condensed consolidated balance sheet as of December 31, 2017 . The Company's total payment obligation under the Collaboration Agreement and the Harvard License Agreement is $6.3 million , some of which is subject to a minimum funding commitment under applicable circumstances as indicated above. The Company has recorded expenses in the amount of $1.43 million which is part of the total payment obligation indicated above, as research and development expenses related to the Harvard License Agreement and to the Collaboration Agreement for the fiscal year ended December 31, 2017 . No withholding tax was deducted from the Company's payments to Harvard in respect of the Collaboration Agreement and License Agreement since this is not taxable income in Israel in accordance with Section 170 of the Israel Income Tax Ordinance 1961-5721. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. a. Corporate tax rates in Israel: Presented hereunder are the tax rates relevant to the Company in the years 2015-2017: The Israeli statutory corporate tax rate and real capital gains were 24% in 2017, 25% in 2016 and 26.5% in 2015 In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which reduces the corporate income tax rate to 24% effective from January 1, 2017 and to 23% effective from January 1, 2018. b. Loss before taxes on income is comprised as follows: Year Ended December 31, 2017 2016 2015 Domestic $ (24,728 ) $ (32,642 ) $ (25,485 ) Foreign 130 142 123 $ (24,598 ) $ (32,500 ) $ (25,362 ) c. Taxes on income are comprised as follows: Year Ended December 31, 2017 2016 2015 Current $ 46 $ 8 $ 114 Deferred 73 (5 ) (61 ) $ 119 $ 3 $ 53 Year Ended December 31, 2017 2016 2015 Domestic $ — $ — $ — Foreign 119 3 53 $ 119 $ 3 $ 53 d. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets as of December 31, 2017 and 2016 are derived from temporary differences. In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. Based on the Company’s history of losses, the Company established a full valuation allowance for RRL. Undistributed earnings of certain subsidiaries as of December 31, 2017 were immaterial. The Company intends to reinvest these earnings indefinitely in the foreign subsidiaries. As a result, the Company has not provided for any deferred income taxes. December 31, 2017 2016 Carry forward tax losses $ 24,969 $ 20,938 Research and development carry forward expenses-temporary differences 1,282 1,551 Accrual and reserves 139 223 Deferred tax assets before valuation allowance 26,390 22,712 Valuation allowance (26,311 ) (22,560 ) Net deferred tax assets $ 79 $ 152 The net changes in the total valuation allowance for each of the years ended December 31, 2017 , 2016 and 2015 , are comprised as follows: Year Ended December 31, 2017 2016 2015 Balance at beginning of year $ (22,560 ) $ (16,196 ) $ (10,089 ) Changes due to amendments to tax laws and exchange rate differences 1,806 917 — Adjustment previous year loss (591 ) — — Additions during the year (4,966 ) (7,281 ) (6,107 ) Balance at end of year $ (26,311 ) $ (22,560 ) $ (16,196 ) e. Reconciliation of the theoretical tax expenses: A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense (benefit) as reported in the consolidated statements of operations is as follows: Year Ended December 31, 2017 2016 2015 Loss before taxes, as reported in the consolidated statements of operations $ (24,598 ) $ (32,500 ) $ (25,362 ) Statutory tax rate 24.0 % 25.0 % 26.5 % Theoretical tax benefits on the above amount at the Israeli statutory tax rate $ (5,904 ) $ (8,125 ) $ (6,721 ) Income tax at rate other than the Israeli statutory tax rate 17 10 16 Non-deductible expenses including equity based compensation expenses and other 878 857 651 Operating losses and other temporary differences for which valuation allowance was provided 4,966 7,281 6,107 Other 162 (20 ) — Actual tax expense $ 119 $ 3 $ 53 f. Foreign tax rates: Taxable income of RRI was subject to tax at the rate of 40% in 2016, and 2015. On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “TCJA”) was signed into law resulting in significant changes from previous tax law. Some of the more meaningful provisions which will affect us are: • a reduction in the U.S. federal corporate tax rate from 35% to 21%; • limitation on the deduction of certain interest expense; • full expense deduction for certain business capital expenditures; • limitation on the utilization of NOLs arising after December 31, 2017; and • a system of taxing foreign-sourced income from multinational corporations. We have completed or made a reasonable estimate for the measurement and accounting of certain effects of the TCJA which have been reflected in the Consolidated Financial Statements as of and for the year ended December 31, 2017. The items reflected as provisional amounts include: • a reduction in the U.S. federal corporate tax rate from 35% to 21%; and • transitional tax on foreign-sourced income from our international operations. The effect of the tax rate change on the Company's deferred tax expense was $58 thousand . The TCJA is not expected to have an adverse material effect on our Consolidated Financial Statements for the year ended December 31, 2017. Taxable income of RRG was subject to tax at the rate of 30% in 2017, 2016, and 2015. g. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”): Conditions for entitlement to the benefits: Under the Investment Law, in 2012 the Company elected “Beneficiary Enterprise” status which provides certain benefits, including tax exemptions and reduced tax rates. Income not eligible for Beneficiary Enterprise benefits is taxed at a regular rate. Income derived from Beneficiary Enterprise from productive activity will be exempt from tax for ten years from the year in which the Company first has taxable income, providing that 12 years have not passed from the beginning of the year of election. In the event of a dividend distribution from income that is exempt from company tax, as aforementioned, the Company will be required to pay tax of 10% - 25% on that income. In the event of distribution of dividends from the said tax-exempt income, the amount distributed will be subject to corporate tax at the rate ordinarily applicable to the Beneficiary Enterprise’s income. Tax-exempt income generated under the Company’s “Beneficiary Enterprise” program will be subject to taxes upon dividend distribution or complete liquidation. The entitlement to the above benefits is conditional upon the Company’s fulfilling the conditions stipulated by the Law and regulations published thereunder. On December 29, 2010, the Knesset approved an additional amendment to the Law for the Encouragement of Capital Investments, 1959. According to the amendment, a reduced uniform corporate tax rate for exporting industrial enterprises (over 25%) was established. The reduced tax rate will not be program dependent and will apply to the industrial enterprise’s entire income. The tax rates for industrial enterprises have been reduced. In August 2013, the Israeli Knesset approved an amendment to the Investment Law, pursuant to which the rates for development area A will be 9% and for the rest of the country- 16% in 2014 and thereafter. The Amendment also prescribes that any dividends distributed to individuals or foreign residents from a preferred enterprise's earnings as above will be subject to taxes at a rate of 20% (subject to tax treaty benefits) In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 to the Law for the Encouragement of Capital Investments ("the Amendment") was published. According to the Amendment, a preferred enterprise located in development area A will be subject to a tax rate of 7.5% instead of 9% effective from January 1, 2017 (and thereafter the tax rate applicable to preferred enterprises located in other areas remains at 16%). The Company has examined the effect of the adoption of the Amendment on its financial statements, and as of the date of the publication of the financial statements, the Company estimates that it will not apply the Amendment. The Company’s estimate may change in the future. h. Tax assessments: RRL has had final tax assessments up to and including the 2013 tax year. Each RRI and RRG have not had final tax assessment, since its inception. i. Net operating carry-forward losses for tax purposes: As of December 31, 2017 , RRL has carry-forward losses amounting to approximately $108.6 million , which can be carried forward for an indefinite period. |
FINANCIAL EXPENSES, NET
FINANCIAL EXPENSES, NET | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSES, NET | FINANCIAL EXPENSES, NET The components of financial expenses, net were as follows: Year Ended December 31, 2017 2016 2015 Foreign currency transactions and other $ (188 ) $ 85 $ 170 Financial expenses related to loan agreement with Kreos 2,451 1,976 — Bank commissions 30 34 36 income related to hedging transactions — (36 ) (18 ) $ 2,293 $ 2,059 $ 188 |
GEOGRAPHIC INFORMATION AND MAJO
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA | GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA Summary information about geographic areas: ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment, and derives revenues from selling systems and services (see Note 1 for a brief description of the Company’s business). The following is a summary of revenues within geographic areas: Year Ended December 31, 2017 2016 2015 Revenues based on customer’s location: Israel $ — $ — $ — United States 4,598 3,741 2,439 Europe 3,094 1,144 820 Asia-Pacific 61 984 487 Total revenues $ 7,753 $ 5,869 $ 3,746 December 31, 2017 2016 Long-lived assets by geographic region: Israel $ 298 $ 476 United States 342 565 Germany 200 217 $ 840 $ 1,258 (*) Long-lived assets are comprised of property and equipment, net. Major customer data as a percentage of total revenues: Year Ended December 31, 2017 2016 2015 Customer A 35.2 % 33.3 % 14.8 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Timwell Investment Agreement On March 6, 2018, the Company entered into an investment agreement (the “Investment Agreement”) with Timwell Corporation Limited, a Hong Kong corporation (“Timwell”), pursuant to which we agreed, in return for aggregate gross proceeds to us of $20 million , to issue to Timwell an aggregate of 16,000,000 of our ordinary shares, at a price per share of $1.25 , which represents a premium to the closing sale price of our ordinary shares as of March 6, 2018. Timwell will make the investment in three tranches, consisting of $5 million for 4,000,000 shares in the first tranche (the “First Tranche Closing”), $10 million for 8,000,000 shares in the second tranche (the “Second Tranche Closing”) and $5 million for 4,000,000 shares in the third tranche (the “Third Tranche Closing”). On a post-transaction basis, based on 30,006,575 of our ordinary shares outstanding as of March 5, 2018 (excluding ordinary shares issuable upon conversion or exercise of derivative securities owned by other shareholders or shares issued under our equity incentive plans and assuming no changes otherwise to our capitalization), after the First Tranche Closing, the Second Tranche Closing and the Third Tranche Closing, Timwell will beneficially own 11.8% , 28.6% and 34.8% of our ordinary shares, respectively The First Tranche Closing is subject to the Company having received the approval by our shareholders of the transaction under Rule 5635 of Nasdaq and Israeli law. The Second Tranche Closing is subject to the conditions that, by July 1, 2018, (i) the Company and an affiliate of Timwell will have formed the China JV (as defined below), and (ii) by no later than 20 days after the establishment of the China JV (or as soon thereafter as possible), the China JV and the Company will have executed the License Agreement and Supply Agreement (each as defined below). The Third Tranche Closing is subject to the conditions that, by April 1, 2019, (i) the Company will have provided to the China JV product documentation, component supply access, work instructions, know-how and training, and will have defined quality system requirements necessary for rehabilitation using the Company’s Restore product, and (ii) a China-based manufacturer or agent defined by the China JV will have successfully produced the Company’s Restore product to the quality requirements defined by the Company. The Third Tranche Closing is expected to occur by December 31, 2018, before the April 2019 deadline under the Investment Agreement. The transaction is also subject to other customary closing conditions. The Company intends to use the net proceeds from the issuances under the Investment Agreement (i) primarily for (a) sales, marketing activities related to market development in our existing markets as well as expanding into China and reimbursement expenses related to broadening third-party payor coverage and (b) research and development costs related to developing our lightweight “soft suit” exoskeleton technology for various lower limb disabilities, including stroke and other indications affecting the ability to walk, (ii) with respect to any remaining proceeds for general corporate purposes. Lock-up Period Until 18 months following the Third Tranche Closing, subject to limited exceptions, Timwell may not sell or transfer the ordinary shares purchased under the Investment Agreement (the “Purchased Shares”) except to its affiliates, unless a majority of the directors of our board of directors (the “Board”), excluding any member of our Board nominated or designated by Timwell, approves the transfer. Following this 18 -month lock-up period, except for transfers of up to 10% of the shares to third parties who are not competitors of the Company, any sale or transfer of the Purchased Shares must be pursuant to Rule 144 under the Securities Act or an underwritten public offering. This restriction will terminate if any of the JV Agreement (as defined below), the License Agreement and the Supply Agreement is not executed within 12 months after the First Tranche Closing or is terminated. Timwell may also sell its Purchased Shares pursuant to any third-party tender offer for all of the Company’s ordinary shares. Board Appointment Rights Pursuant to the Investment Agreement, Timwell will be entitled upon the First Tranche Closing, and for so long as it maintains a 75% ownership of the Purchased Shares, to designate one nominee to our Board. Following the Third Tranche Closing and for so long as the shareholding requirements of the Purchased Shares above are satisfied, Timwell will be entitled to designate such aggregate number of members of the Board equal to the higher of (i) one, or (ii) the number of Board members affiliated with the Company’s next two largest shareholders at such time. Standstill and Voting Agreement Subject to certain limitations set forth in the Investment Agreement, Timwell has agreed not to acquire additional equity securities of the Company and has agreed to customary “standstill” arrangements, pursuant to which it will not take certain actions related to, or knowingly encourage others to take actions related to, business combinations, mergers, tender offers or restructurings, and will refrain from taking certain actions related to the calling of meetings, proxies, proposals, director nominations, voting trusts and other actions of shareholders. Timwell has also agreed to vote its ordinary shares in accordance with the recommendations of our Board on shareholder proposals and Board proposals relating to any change of control, election of directors, amendments to the Company’s organizational documents, director and officer compensation and certain other related matters, provided that the action does not have an disproportionate adverse impact on Timwell’s rights as a shareholder compared to the other shareholders. Notwithstanding the above, pursuant to the Investment Agreement, Timwell will not be restricted from purchasing shares in open-market transactions after the Third Tranche Closing, so long as Timwell and its affiliates together beneficially own not more than 35% of the outstanding shares of the Company. The standstill will remain in effect for so long as Timwell beneficially owns or has rights to at least 10% of the outstanding ordinary shares of the Company, and the voting agreement will remain in effect for so long as Timwell beneficially owns or has rights to at least 5% of the outstanding ordinary shares of the Company. Preemptive Rights The Investment Agreement grants Timwell certain preemptive rights. Following the First Tranche Closing and as long as Timwell holds at least 75% of the aggregate of the then-Purchased Shares at any of the First Tranche Closing, Second Tranche Closing and Third Tranche Closing through the date of determination of the preemptive right under the Investment Agreement, if any, in the event that the Company proposes to offer or sell any new securities other than in a public offering, the Company must first offer Timwell the right to purchase its then-applicable preemptive pro rata fraction of such new securities as calculated based on the terms provided in the Investment Agreement. Registration Rights Agreement Pursuant to the Investment Agreement, upon the First Tranche Closing, the Company and Timwell will enter into the form of registration rights agreement attached as Annex A to the Investment Agreement (the “Registration Rights Agreement”), relating to registration under the Securities Act of resales of the Purchased Shares. Pursuant to the Registration Rights Agreement, Timwell and certain permitted transferees will have certain demand and piggyback registration rights with customary indemnification provisions, subject to customary cutbacks on the number of shares to be registered or offered in an underwritten offering where the managing underwriter advises that marketing factors call for a limitation on the number of shares to be registered or offered. The registration rights will terminate upon certain customary triggers, including when Timwell and certain permitted transferees could sell all of their Purchased Shares without restriction pursuant to Rule 144 under the Securities Act. China JV, License Agreement and Related Agreements China JV Pursuant to terms of the joint venture framework agreement, dated March 6, 2018 (the “JV Framework Agreement”), between the Company and RealCan Ambrum Healthcare Industry Investment (Shenzhen) Partnership Enterprise (Limited Partnership), an affiliate of Timwell (“Timwell JV Party”), the Company and Timwell JV Party intend to form a joint venture company in China for the purposes of research and development, assembly, registration, import, operations, sales and marketing of the Company’s products in China (including Hong Kong and Macau) (the “China JV”). The sole 100% owner of the Timwell is the single largest limited partner of the Timwell JV Party. Under the JV Framework Agreement, the China JV will be owned 80% by Timwell JV Party and/or other affiliates of the Timwell and Timwell JV Party to be agreed to by the parties in the JV Agreement (“Timwell China Parties”) and 20% by the Company (which ownership by the Company will not be diluted for at least the first five years after the formation of the China JV). The parties have agreed that they will collaborate to form the China JV by negotiating and signing a JV agreement (the “JV Agreement”), consistent with the terms of the JV Framework Agreement. Pursuant to the JV Framework Agreement, the Company will not compete with the China JV in China (including Macau and Hong Kong), and Timwell JV Party will not compete with the Company anywhere in the world. As set forth in the JV Framework Agreement, Timwell China Parties will appoint four of the China JV’s directors and the Company will appoint one director. The initial chief executive officer and the initial chief financial officer of the China JV will be appointed by joint agreement of Timwell China Parties and the Company. The Company will have customary minority protection rights, including a requirement that board decisions on specified matters be unanimous, which will survive any public offering of the China JV to the extent permissible. There will also be restrictions in the JV Agreement on the parties’ ability to sell or transfer their shares in the China JV other than to permitted transferees. Timwell China Parties and the Company will have a right of first refusal on proposed sales by the other party, and the Company will have a tag-along right if Timwell JV Party proposes to sell its shares in the China JV. Upon a change in control of the Company, Timwell China Parties will have the right to purchase the shares in the China JV owned by the Company at fair market value. In addition, each party will have the right to purchase the other party’s shares, if the other party proposes to sell its shares to a competitor of the remaining party. In order for the China JV to maintain exclusive rights in China (including Macau and Hong Kong) to market and sell the Company’s products and the rights to the intellectual property, the China JV will be required to make certain minimum cash payments to the Company of the following amounts: $1.25 million for the first year after formation; $4 million for the second year after formation; $8 million for the third year after formation; an amount increased annually by 15% of the preceding year’s amount for the fourth, fifth and sixth years after formation; an amount increased annually by 10% of the preceding year’s amount for the seventh, eighth and ninth years after formation; and an amount increased between 5% and 8% of the preceding year’s amount for the tenth year after formation onward. The Company and Timwell JV Party have agreed to use reasonable efforts to form the China JV, to negotiate and execute the JV Agreement on a date that allows reasonable time to ensure the establishment of the China JV no later than July 1, 2018, and to arrange for the China JV and the Company to execute and deliver the License Agreement and the Supply Agreement within 20 days after the establishment of the China JV. License Agreement In conjunction with and after formation of the China JV, the Company intends to execute a license agreement (the “License Agreement”) with the China JV with terms and conditions consistent with an agreed set of key terms (the “License Key Terms”). Pursuant to the License Key Terms, the Company will grant to the China JV (a) an exclusive, royalty-bearing, non-sublicensable (except as mutually agreed), non-transferable (except as mutually agreed) license under certain of the Company’s owned intellectual property, (b) an exclusive, royalty-bearing, non-sublicensable, non-transferable sublicense under certain of the Company’s controlled (but not owned) patent rights and (c) a non-exclusive, non-sublicensable, non-transferable sublicense under certain of the Company’s controlled (but not owned) know-how, in each case, solely for use for certain products in the China JV’s business and only in China (including Hong Kong and Macau). The term of the License Agreement will expire upon expiration of all valid claims of the licensed patents. The License Agreement will also be terminable by the Company or the China JV due to the other party’s material uncured breach and for other events, including that sublicenses under any controlled (but not owned) intellectual property will terminate upon termination of the upstream license. The License Agreement will comply with and be expressly subject and subordinate to all requirements of any upstream license agreements and requirements of applicable law and will contain customary terms and conditions mutually agreed by the parties, including diligence, confidentiality, indemnity and limitation of liability provisions. Supply Agreement The Company and Timwell also intend for the China JV and the Company to enter into a supply agreement consistent with an agreed form of supply agreement attached as Annex G to the Investment Agreement (the “Supply Agreement”) pursuant to which the Company will sell its products to the China JV, for resale solely in China (including Macau and Hong Kong). The Supply Agreement will set a target profit margin for the Company on the sale of its products to the China JV, and also shall specify the credit terms to be afforded to the China JV on these sales. The China JV’s rights under the Supply Agreement are conditioned on satisfaction of the minimum cash payments as are specified in the JV Agreement (as described above). The term of the Supply Agreement will be concurrent with the term of the License Agreement, subject to termination provisions and other terms to be agreed to by the parties in the Supply Agreement. |
SIGNIFICANT ACCOUNTING POLICI22
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to inventories, fair values of share-based awards and warrants, contingent liabilities, provision for warranty, allowance for doubtful account and sales return reserve. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Financial Statements in U.S. Dollars | Financial Statements in U.S. Dollars: Most of the revenues and costs of the Company are denominated in United States dollars (“dollars”). Some of the Company’s and its subsidiaries’ revenues and costs are incurred in Euros and New Israeli Shekels (“NIS”), however, the selling prices are linked to the Company’s price list which is determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s and its subsidiaries’ functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of operations as appropriate. |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, RRI and RRG. All intercompany transactions and balances have been eliminated upon consolidation. |
Cash Equivalents | Cash Equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. |
Inventories | Inventories: Inventories are stated at the lower of cost or market value. Inventory reserves are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative to historical, current and projected sales volume. Based on this evaluation, an impairment charge is recorded when required to write-down inventory to its market value. Cost is determined as follows: Finished products - on the basis of raw materials and manufacturing costs on an average basis. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage rates and forecasted sales according to outstanding backlogs. Purchasing requirements and alternative usage are explored within these processes to mitigate inventory exposure. When recorded, the reserves are intended to reduce the carrying value of inventory to its net realizable value. |
Property and Equipment | 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: % Computer equipment 20-33 (mainly 33) Office furniture and equipment 6 - 10 (mainly 10) Machinery and laboratory equipment 15 Field service units 50 Leasehold improvements Over the shorter of the lease |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) 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. |
Other long term assets | Other long term assets: Other long term assets include long-term prepaid expenses and deposits for offices and cars leasing. |
Revenue Recognition | Revenue Recognition: The Company and its subsidiaries generate revenues from sales of products. The Company and its subsidiaries sell their products through a direct sales force and through distributors. Revenues are recognized in accordance with ASC No. 605, “Revenue Recognition” (“ASC 605”), when delivery has occurred, persuasive evidence of an agreement exists, the fee is fixed and determinable, collectability is reasonably assured and no further obligations exist. Provisions are made at the time of revenue recognition for any applicable warranty cost expected to be incurred. The timing for revenue recognition amongst the various products and customers is dependent upon satisfaction of such criteria and generally varies from either shipment or delivery to the customer depending on the specific shipping terms of a given transaction, as stipulated in the agreement with each customer. Other than pricing terms which may differ due to the different volumes of purchases between distributors and end-users, there are no material differences in the terms and arrangements involving direct and indirect customers. The Company’s products sold through agreements with distributors are non-exchangeable, non-refundable, non-returnable and without any rights of price protection or share rotation. Accordingly, the Company considers all the distributors to be end-users. The Company generally does not grant a right of return for its products. There have been a few occasions in which the Company experienced a return of its products. Therefore, the Company records reductions to revenue for expected future product returns based on the Company’s historical experience. For systems sold to rehabilitation facilities the Company includes training and considers the elements in the arrangement to be a single unit of accounting. In accordance with ASC 605, the Company has concluded that the training is essential to the functionality of the Company’s systems. Therefore the Company recognizes revenue for the system and training only after delivery in accordance with the agreement delivery terms to the customer and after the training has been completed, once all other revenue recognition criteria have been met. For sales of Personal systems to end users, and for sales of Personal or Rehabilitation systems to third party distributors, the Company does not provide training to the end user as this training is completed by the Rehabilitation centers or by the distributor that have previously completed the ReWalk Training program. Therefore the Company recognizes revenue in such sales upon delivery, assuming the other conditions for revenue recognition have been met. In certain cases, when product arrangements are bundled with extended warranty, the separation of the extended warranty falls under the scope of ASC 605-20-25-1 through 25-6, and the separately price of the extended warranty stated in the agreement is deferred and recognized ratably over the extended warranty period. Deferred revenue includes primarily unearned amounts received in respect of service contracts but not yet recognized as revenues. The Company also offers a rent-to-purchase option of its ReWalk Personal device. Those transactions provide potential customers the option to lease the device for a short term, after which they can choose whether to purchase it. In such cases the Company recognize revenues over the period of the rent once all other revenue criteria are met. |
Accounting for Share-Based Compensation | Accounting for Share-Based Compensation: The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation-Stock Compensation” (“ASC No. 718”). ASC No. 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an Option-Pricing Model (“OPM”). 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 statements of operations. 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. Effective as of January 1, 2017, the Company adopted Accounting Standards Update 2016-09, “Compensation-Stock Compensation (Topic 718)” (“ASU 2016-09”) on a modified, retrospective basis. ASU 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation: to estimate the total number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. Upon adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified, retrospective basis with a cumulative-effect adjustment to retained earnings of $11 thousand (which increased the accumulated deficit) as of January 1, 2017. ASU 2016-09 also eliminates the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit can be recognized as an increase in paid in capital. The implementation resulted with no cumulative-effect adjustment to retained earnings as of January 1, 2017. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The Company is now required to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. The Company adopted this change prospectively. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its share-option awards. The option-pricing model requires a number of assumptions, of which the most significant are the fair market value of the underlying ordinary share, expected share price volatility and the expected option term. Expected volatility was calculated based upon certain peer companies that the Company considered to be comparable. The expected option term represents the period of time that options granted are expected to be outstanding. The expected option term is determined based on the simplified method in accordance with Staff Accounting Bulletin No. 110, as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. 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. The fair value of the ordinary shares underlying the share options has historically been determined by the Company’s board of directors. As prior to the Company’s IPO, there had been no public market for the Company’s ordinary shares, the board of directors determined fair value of the ordinary shares at the time of grant of the option by considering a number of objective and subjective factors including data from other comparable companies, sales of ordinary shares and convertible preferred share to unrelated third parties, operating and financial performance, the lack of liquidity of capital share and general and industry specific economic outlook, among other factors. As of December 31, 2017, there are outstanding options measured according to the above mentioned method. Since the distributions and participation rights to security holders are different in a sale/liquidation scenario versus an IPO, the valuation of the Company was performed using a weighted average of the values derived from the following scenarios: 1) discounted cash flow (DCF) model, and the OPM method was then employed to allocate the enterprise value amongst the Company’s various equity classes, deriving a fully marketable value per share for the ordinary share; 2) IPO scenario; and 3) Implied value approach. Before the per share value was determined, a discount for lack of marketability and a voting right differential was applied, as applicable, to the ordinary shares and the founders shares. Following the IPO in September 2014, the fair value of ordinary shares is observable as they are publicly traded. The fair value of Restricted Stock Units (RSUs) granted is determined based on the price of the Company's ordinary shares on the date of grant. The fair value for options granted in 2017 , 2016 and 2015 is estimated at the date of grant using a Black-Scholes-Merton option pricing model with the following assumptions: December 31, 2017 2016 2015 Expected volatility 55% - 59% 53% - 60% 60% Risk-free rate 1.78% - 2.07% 1.16% - 1.60% 1.60% - 1.95% Dividend yield —% —% —% Expected term (in years) 5.31 - 6.11 5.31 - 6.11 5.73 - 6.11 Share price $1.30 - $2.00 $6.80 - $11.88 $7.30 - $20.97 The Company accounts for options granted to consultants and other service providers under ASC No. 718 and ASC No. 505, “Equity-based payments to non-employees.” The fair value of these options was estimated using a Black-Scholes-Merton option-pricing model. |
Research and Development Costs | Research and Development Costs: Research and development costs are charged to the consolidated statement of operations as incurred and are presented net of the amount of any grants the company receive for research and development in the period in which the grant was received. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes” (“ASC No. 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for 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 the amounts that are more likely-than-not to be realized. ASC No. 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. The Company accrues interest and penalties related to unrecognized tax benefits in its taxes on income. |
Warranty | Warranty: The Company provides a two -year standard warranty for its products. The Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. |
Concentrations of Credit Risks | Concentrations of Credit Risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables. The Company’s cash and cash equivalents are deposited in major banks in Israel, the United States and Germany. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with diverse financial institutions and monitors the amount of credit exposure to each financial institution. Concentration of credit risk with respect to trade receivable is primarily limited to a customer to which the Company makes substantial sales. December 31, 2017 2016 Customer A 14% 5% Customer B 17% *) Customer C 10% *) *) Less than 10% The Company’s trade receivables are geographically diversified and derived primarily from sales to customers in various countries, mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its distributors based upon a specific review of all significant outstanding invoices. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. |
Accrued Severance Pay | Accrued Severance Pay: Pursuant to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment, or a portion thereof. All of the employees of the RRL elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: • Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables and trade payables approximate their fair value due to the short-term maturity of such instruments. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share: Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of ordinary shares, including stock options, convertible preferred share warrants, to the extent dilutive, all in accordance with ASC No. 260, “Earning Per Share”. |
Contingent liabilities | Contingent liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 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. See note 7e for further information. |
Government grants | Government grants Government grants received by the Company relating to categories of operating expenditures are credited to the consolidated statements of operations during the period in which the expenditure to which they relate is charged. Royalty and non-royalty-bearing grants from the Israel Innovation Authority, or the IIA, (formerly known as the Israeli Office of the Chief Scientist), from the Israel-U.S. Binational Industrial Research and Development Foundation (“BIRD”) and from the Israeli Fund for Promoting Overseas Marketing for funding certain approved research and development projects and sales and marketing activities are recognized at the time when the Company is entitled to such grants, on the basis of the related costs incurred, and are included as a deduction from research and development or sales and marketing expenses |
New Accounting Pronouncements | New Accounting Pronouncements Recently Implemented Accounting Pronouncements i. Inventory: In July 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” The standard changes the inventory valuation method from the lower of cost or market to the lower of cost or net realizable value for inventory valued under the first-in, first-out or average cost methods. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods and requires prospective adoption with early adoption permitted. The Company adopted ASU 2015-17 as of January 1, 2017. The adoption of this standard did not have, for 2017, and is not expected to have, in future periods, materially impact the Company's financial statements. ii. Deferred Taxes: In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes", which simplifies the presentation of deferred income taxes. ASU 2015-17 provides presentation requirements to classify deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the balance sheet. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. The Company elected to implement this ASU-2015-17 prospectively. The Company adopted ASU 2015-17 as of January 1, 2017. The adoption of this standard did not have, for 2017, and is not expected to have, in future periods, materially impact the Company's financial statements. Recent Accounting Pronouncements Not Yet Adopted i. Revenues: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The standard provides a five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract(s) with the 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 each performance obligation is satisfied. The guidance permits two methods of adoption: the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective transition method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company adopted ASU 2014-09 as of the January 1, 2018 using the modified retrospective transition method with a cumulative-effect adjustment to equity as will be fully presented in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018. The adoption of this new standard may result in a change in the timing of revenue recognition related to certain of the company's contracts. The most significant impact of the new standard relates to the way the Company accounts for cash-basis transactions, which will no longer be applicable under the new standard. The Company has implemented new processes and internal controls to enable the preparation of financial information on adoption. The adoption will not have a significant impact to the company's net income. The cumulative impact to the company's accumulated deficit as of December 31, 2017 is a reduction of $23 thousand, reflecting the accounting changes related to certain contracts made upon adoption of this new standard . The adoption of ASU 2014-09 will also result in additional disclosures around nature and timing of the Company’s performance obligations, deferred revenue contract liabilities, deferred contract cost assets, as well as significant judgments and practical expedients used by the Company in applying the five-step revenue model. ii. Leases: In February 2016, the FASB issued ASU 2016-02, “Leases”, on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840, "Leases". The guidance is effective for the interim and annual periods beginning on or after December 15, 2018, and early adoption is permitted. The Company is currently evaluating whether to early adopt this standard and the potential effect of the guidance on its consolidated financial statements. iii. Share Based Compensation: On May 10, 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” This ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. They will have to make all of the disclosures about modifications that are required today, in addition to disclosing that compensation expense has not changed, to the extent applicable. The ASU also clarifies that a modification to an award could be significant and therefore require disclosure, even if modification accounting is not required. The Company adopted ASU 2017-09 on January 1, 2018 and it did not have an impact on its accounting and disclosures. iv. Cash Flow: In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The standard addresses several matters of diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows including the presentation of debt extinguishment costs and distributions received from equity method investments. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods and allows for retrospective adoption with early adoption permitted. The Company adopted ASU 2016-15 on January 1, 2018 and it did not have a material impact on its accounting and disclosures. On November 17, 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) .” This ASU requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents are to be included with cash and cash equivalents when reconciling the beginning of period and end of period amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 on January 1, 2018 and it did not have a material impact on its accounting and disclosures. |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Lives | 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: % Computer equipment 20-33 (mainly 33) Office furniture and equipment 6 - 10 (mainly 10) Machinery and laboratory equipment 15 Field service units 50 Leasehold improvements Over the shorter of the lease The components of property and equipment, net are as follows (in thousands): December 31, 2017 2016 Cost: Computer equipment $ 709 $ 709 Office furniture and equipment 293 293 Machinery and laboratory equipment 583 573 Field service units 1,010 771 Leasehold improvements 333 358 $ 2,928 $ 2,704 December 31, 2017 2016 Accumulated depreciation 2,088 1,446 Property and equipment, net $ 840 $ 1,258 |
Schedule of Assumptions Used to Determine the Fair Value of Options Granted | The fair value for options granted in 2017 , 2016 and 2015 is estimated at the date of grant using a Black-Scholes-Merton option pricing model with the following assumptions: December 31, 2017 2016 2015 Expected volatility 55% - 59% 53% - 60% 60% Risk-free rate 1.78% - 2.07% 1.16% - 1.60% 1.60% - 1.95% Dividend yield —% —% —% Expected term (in years) 5.31 - 6.11 5.31 - 6.11 5.73 - 6.11 Share price $1.30 - $2.00 $6.80 - $11.88 $7.30 - $20.97 |
Rollforward of Standard Warranty | US Dollars in thousands Balance at December 31, 2016 $ 498 Provision 338 Usage (348 ) Balance at December 31, 2017 $ 488 |
Schedule of Concentration of Credit Risk | Concentration of credit risk with respect to trade receivable is primarily limited to a customer to which the Company makes substantial sales. December 31, 2017 2016 Customer A 14% 5% Customer B 17% *) Customer C 10% *) *) Less than 10% |
Schedule of Computation of the Basic and Diluted Net Loss per Ordinary Share | The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share (in thousands, except share and per share data): Year ended December 31 2017 2016 2015 Net loss $ (24,717 ) $ (32,503 ) $ (25,415 ) Net loss attributable to ordinary shares (24,717 ) (32,503 ) (25,415 ) Shares used in computing net loss per ordinary shares, basic and diluted 20,214,895 13,178,107 12,115,038 Net loss per ordinary share, basic and diluted $ (1.22 ) $ (2.47 ) $ (2.10 ) |
PREPAID EXPENSES AND OTHER CU24
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Components of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets are as follows (in thousands): December 31, 2017 2016 Government institutions $ 191 $ 113 Prepaid expenses 342 355 Advances to vendors 634 — Other assets 458 671 $ 1,625 $ 1,139 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventory are as follows (in thousands): December 31, 2017 2016 Finished products $ 3,643 $ 3,264 $ 3,643 $ 3,264 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | 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: % Computer equipment 20-33 (mainly 33) Office furniture and equipment 6 - 10 (mainly 10) Machinery and laboratory equipment 15 Field service units 50 Leasehold improvements Over the shorter of the lease The components of property and equipment, net are as follows (in thousands): December 31, 2017 2016 Cost: Computer equipment $ 709 $ 709 Office furniture and equipment 293 293 Machinery and laboratory equipment 583 573 Field service units 1,010 771 Leasehold improvements 333 358 $ 2,928 $ 2,704 December 31, 2017 2016 Accumulated depreciation 2,088 1,446 Property and equipment, net $ 840 $ 1,258 |
COMMITMENTS AND CONTINGENT LI27
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Commitments | The future minimum lease commitments of the Company and its subsidiaries under various non-cancelable operating lease agreements in respect of premises, that are in effect as of December 31, 2017 , are as follows: 2018 586 2019 586 2020 595 2021 594 2022 603 And Thereafter 1,108 Total $ 4,072 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Employee Share Option and RSU Activity | A summary of employee share options and RSUs activity during the fiscal year ended 2017 is as follows: Year Ended December 31, 2017 Number Average exercise price Average remaining contractual life (years) (1) Aggregate intrinsic value (in thousands) Options and RSUs outstanding at the beginning of the year 2,251,014 $ 6.47 7.80 $ 1,740 Options granted 492,356 2.01 RSUs granted 413,746 — Options exercised (2) (30,192 ) 1.39 RSUs vested (2) (105,688 ) — RSUs forfeited (44,196 ) — Options forfeited (1,130,243 ) 0.45 Options and RSUs outstanding at the end of the year 1,846,797 $ 1.86 6.33 $ 586 Options exercisable at the end of the year 924,565 $ 2.74 5.22 $ 8 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. (2) During the fiscal year ended December 31, 2017 , the aggregate number of ordinary shares that were issued pursuant to RSUs that became vested and options that were exercised on a net basis was 133,420 ordinary shares. |
Schedule of Options and RSUs Outstanding Which Have Been Separated Into Ranges of Exercise Price | The number of options and RSUs outstanding as of December 31, 2017 is set forth below, with options separated by range of exercise price: Range of exercise price Options and RSUs Outstanding as of December 31, 2017 Weighted average remaining contractual life (years) (1) Options and RSUs outstanding as of December 31, 2017 Weighted average remaining contractual life (years) (1) RSUs only 569,071 — — — $0.82 31,803 3.03 31,803 3.03 $1.32 335,095 4.27 330,095 4.19 $1.47-$2.10 762,937 7.09 442,756 5.43 $6.80-$8.99 100,821 8.01 76,722 8.07 $9.22-$10.98 17,046 8.29 14,514 8.32 $19.62-$20.97 30,024 6.97 28,675 6.96 1,846,797 6.33 924,565 5.22 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable as of December 31, 2017 : Issuance date Warrants outstanding Exercise Warrants Exercisable (number) (number) July 14, 2014 (1) 403,804 $ 10.08 403,804 July 13, 2018 December 30, 2015 (2) 119,295 $ 9.64 119,295 See footnote (2) November 1, 2016 (3) 2,437,500 $ 4.75 2,437,500 November 1, 2021 December 28, 2016 (4) 47,717 $ 9.64 47,717 See footnote (2) 3,008,316 3,008,316 (1) Represents warrants to purchase ordinary shares at an exercise price of $ 10.08 per share, which were granted on July 14, 2014 as part of our series E investment round. (2) Represents warrants issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $ 9.64 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited, or Kreos, in connection with a loan made by Kreos to us and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or into, or the sale or license of all or substantially all the assets or shares of us to, any other entity or person, other than a wholly-owned subsidiary of us, excluding any transaction in which our shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of December 31, 2017 . (3) Represents warrants issued as part of our follow-on offering in November 2016. The exercise price and the number of ordinary shares into which the warrants may be exercised are subject to adjustment upon certain corporate events, including stock splits, reverse stock splits, combinations, stock dividends, recapitalizations, reorganizations and certain other events. Our board of directors may also determine to make such adjustments to the exercise price and number of ordinary shares to be issued upon exercise based on similar events, including the granting of stock appreciation rights, phantom stock rights or other rights with equity features. At any time, the board of directors may reduce the exercise price of the warrants to any amount and for any period of time it deems appropriate. (4) Represents warrants in the amount of 47,717 ordinary shares were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 2 for exercisability terms. |
Schedule of Non-cash Share-based Compensation Expense | The Company recognized non-cash share-based compensation expense in the consolidated statements of operations as follows: Year Ended December 31, 2017 2016 2015 Cost of revenues $ 62 $ 108 $ 64 Research and development, net 508 559 425 Sales and marketing, net 963 811 571 General and administrative 2,121 1,920 1,285 Total $ 3,654 $ 3,398 $ 2,345 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Taxes on Income | Loss before taxes on income is comprised as follows: Year Ended December 31, 2017 2016 2015 Domestic $ (24,728 ) $ (32,642 ) $ (25,485 ) Foreign 130 142 123 $ (24,598 ) $ (32,500 ) $ (25,362 ) |
Schedule of Taxes on Income | Taxes on income are comprised as follows: Year Ended December 31, 2017 2016 2015 Current $ 46 $ 8 $ 114 Deferred 73 (5 ) (61 ) $ 119 $ 3 $ 53 Year Ended December 31, 2017 2016 2015 Domestic $ — $ — $ — Foreign 119 3 53 $ 119 $ 3 $ 53 |
Schedule of Deferred Income Taxes | December 31, 2017 2016 Carry forward tax losses $ 24,969 $ 20,938 Research and development carry forward expenses-temporary differences 1,282 1,551 Accrual and reserves 139 223 Deferred tax assets before valuation allowance 26,390 22,712 Valuation allowance (26,311 ) (22,560 ) Net deferred tax assets $ 79 $ 152 |
Summary of Net Changes in Total Valuation Allowance | The net changes in the total valuation allowance for each of the years ended December 31, 2017 , 2016 and 2015 , are comprised as follows: Year Ended December 31, 2017 2016 2015 Balance at beginning of year $ (22,560 ) $ (16,196 ) $ (10,089 ) Changes due to amendments to tax laws and exchange rate differences 1,806 917 — Adjustment previous year loss (591 ) — — Additions during the year (4,966 ) (7,281 ) (6,107 ) Balance at end of year $ (26,311 ) $ (22,560 ) $ (16,196 ) |
Schedule of Reconciliation Between the Theoretical Tax Expense and the Actual Tax Expense (Benefit) | A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense (benefit) as reported in the consolidated statements of operations is as follows: Year Ended December 31, 2017 2016 2015 Loss before taxes, as reported in the consolidated statements of operations $ (24,598 ) $ (32,500 ) $ (25,362 ) Statutory tax rate 24.0 % 25.0 % 26.5 % Theoretical tax benefits on the above amount at the Israeli statutory tax rate $ (5,904 ) $ (8,125 ) $ (6,721 ) Income tax at rate other than the Israeli statutory tax rate 17 10 16 Non-deductible expenses including equity based compensation expenses and other 878 857 651 Operating losses and other temporary differences for which valuation allowance was provided 4,966 7,281 6,107 Other 162 (20 ) — Actual tax expense $ 119 $ 3 $ 53 |
FINANCIAL EXPENSES, NET (Tables
FINANCIAL EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Components of Financial Expenses, Net | The components of financial expenses, net were as follows: Year Ended December 31, 2017 2016 2015 Foreign currency transactions and other $ (188 ) $ 85 $ 170 Financial expenses related to loan agreement with Kreos 2,451 1,976 — Bank commissions 30 34 36 income related to hedging transactions — (36 ) (18 ) $ 2,293 $ 2,059 $ 188 |
GEOGRAPHIC INFORMATION AND MA31
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Revenues within Geographic Areas | The following is a summary of revenues within geographic areas: Year Ended December 31, 2017 2016 2015 Revenues based on customer’s location: Israel $ — $ — $ — United States 4,598 3,741 2,439 Europe 3,094 1,144 820 Asia-Pacific 61 984 487 Total revenues $ 7,753 $ 5,869 $ 3,746 |
Summary of Long-Lived Assets by Geographic Region | December 31, 2017 2016 Long-lived assets by geographic region: Israel $ 298 $ 476 United States 342 565 Germany 200 217 $ 840 $ 1,258 (*) Long-lived assets are comprised of property and equipment, net. |
Schedule of Major Customer Data as a Percentage of Total Revenues | Major customer data as a percentage of total revenues: Year Ended December 31, 2017 2016 2015 Customer A 35.2 % 33.3 % 14.8 % |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)subsidiaryproduct | Dec. 31, 2016USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of wholly-owned subsidiaries | subsidiary | 2 | |
Number of products | product | 2 | |
Accumulated deficit | $ | $ 131,220 | $ 106,492 |
GENERAL - Issuance of Stock (De
GENERAL - Issuance of Stock (Details) - USD ($) | Nov. 22, 2017 | Nov. 20, 2017 | Nov. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | May 10, 2016 | |||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Maximum amount which can be raised under offering program (up to) | $ 25,000,000 | |||||||||
ATM Offering Program | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued and sold (in shares) | [1],[2],[3] | 5,613,084 | ||||||||
Gross proceeds from share issuance | $ 9,800,000 | $ 14,300,000 | ||||||||
Commissions, fees and offering expenses | 467,000 | 935,000 | ||||||||
Net proceeds from share issuance | 9,309,000 | [2] | $ 4,099,000 | [2] | 13,400,000 | |||||
Maximum amount which can be raised under offering program (up to) | $ 25,000,000 | $ 25,000,000 | ||||||||
ATM Offering Program | Weighted Average | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Price per share (in dollars per share) | $ 1.74 | |||||||||
Follow-on public offering | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Net proceeds from share issuance | $ 7,163,000 | [4] | $ 11,089,000 | [2] | ||||||
Ordinary Share | ATM Offering Program | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued and sold (in shares) | 5,613,084 | 692,062 | [1],[2],[3] | 6,305,146 | ||||||
Commissions, fees and offering expenses | $ 467,000 | [2] | $ 468,000 | |||||||
Net proceeds from share issuance | [1],[2],[3] | $ 16,000 | $ 2,000 | |||||||
Ordinary Share | Follow-on public offering | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued and sold (in shares) | 6,857,000 | 7,885,550 | 7,885,550 | [1],[3],[4] | 3,250,000 | [1],[2],[3] | ||||
Price per share (in dollars per share) | $ 1.05 | $ 1.05 | $ 1.05 | |||||||
Gross proceeds from share issuance | $ 8,300,000 | |||||||||
Commissions, fees and offering expenses | $ 1,117,000 | [4] | $ 1,099,000 | |||||||
Net proceeds from share issuance | $ 7,200,000 | $ 22,000 | [1],[3],[4] | $ 9,000 | [1],[2],[3] | |||||
[1] | All shares amount have been restated to reflect an 18-for-1 share split split as of August 26, 2014. | |||||||||
[2] | See note 8b. | |||||||||
[3] | The ordinary shares consist of two series, see note 8a. | |||||||||
[4] | See note 8b. |
GENERAL - Concentration Risk (D
GENERAL - Concentration Risk (Details) - Supplier Concentration Risk - Trade Payables - manufacturer | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Number of contract manufacturers | 1 | |
Concentration risk | 0.00% | 12.00% |
SIGNIFICANT ACCOUNTING POLICI35
SIGNIFICANT ACCOUNTING POLICIES - Other Narratives (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventories: | |||
Wrote off inventory | $ 131,000 | $ 237,000 | $ 127,000 |
Impairment of Long-Lived Assets: | |||
Impairment losses | $ 0 | 0 | 0 |
Accrued Severance Pay: | |||
Percentage of monthly deposit by employees | 8.33% | ||
Severance pay expense | $ 185,000 | $ 226,000 | $ 202,000 |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES - Related parties transactions and balances (Details) - Shareholder - YEC - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related party [Line Items] | |||
Shareholder ownership (greater than) | 5.00% | ||
Revenues from related party | $ 0 | $ 295 | $ 246 |
Credit Concentration Risk | |||
Related party [Line Items] | |||
Related party receivables as a percent of trade receivables, net | 0.00% | 24.20% |
SIGNIFICANT ACCOUNTING POLICI37
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Computer equipment | Minimum | |
Property and Equipment [Line Items] | |
Depreciation rate | 20.00% |
Computer equipment | Maximum | |
Property and Equipment [Line Items] | |
Depreciation rate | 33.00% |
Office furniture and equipment | Minimum | |
Property and Equipment [Line Items] | |
Depreciation rate | 6.00% |
Office furniture and equipment | Maximum | |
Property and Equipment [Line Items] | |
Depreciation rate | 10.00% |
Machinery and laboratory equipment | |
Property and Equipment [Line Items] | |
Depreciation rate | 15.00% |
Field service units | |
Property and Equipment [Line Items] | |
Depreciation rate | 50.00% |
SIGNIFICANT ACCOUNTING POLICI38
SIGNIFICANT ACCOUNTING POLICIES - Accounting for Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative-effect adjustment to retained earnings (which increased the accumulated deficit) | $ 131,220 | $ 106,492 | |
Non-cash compensation expenses | 3,654 | 3,398 | $ 2,345 |
Non-cash compensation expenses to employees and non-employees | $ 3,654 | $ 3,398 | $ 2,345 |
Stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 60.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 55.00% | 53.00% | |
Risk-free rate | 1.78% | 1.16% | 1.60% |
Expected term (in years) | 5 years 3 months 22 days | 5 years 3 months 22 days | 5 years 8 months 23 days |
Share price (in USD per share) | $ 1.30 | $ 6.80 | $ 7.30 |
Stock option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 59.00% | 60.00% | |
Risk-free rate | 2.07% | 1.60% | 1.95% |
Expected term (in years) | 6 years 1 month 10 days | 6 years 1 month 10 days | 6 years 1 month 10 days |
Share price (in USD per share) | $ 2 | $ 11.88 | $ 20.97 |
Non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash compensation expenses | $ 45 | $ 0 | $ 0 |
Accounting Standards Update 2016-09 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative-effect adjustment to retained earnings (which increased the accumulated deficit) | $ 11 |
SIGNIFICANT ACCOUNTING POLICI39
SIGNIFICANT ACCOUNTING POLICIES - Rollforward of Standard Warranty (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |
Term of standard warranty | 2 years |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Balance at December 31, 2016 | $ 498 |
Provision | 338 |
Usage | (348) |
Balance at December 31, 2017 | $ 488 |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Trade receivable, allowance for doubtful accounts | $ 125 | $ 333 |
Sales return reserve | $ 105 | $ 105 |
Customer A | Customer Concentration | Trade Receivables | ||
Concentration Risk [Line Items] | ||
Concentration risk | 14.00% | 5.00% |
Customer B | Customer Concentration | Trade Receivables | ||
Concentration Risk [Line Items] | ||
Concentration risk | 17.00% | |
Customer C | Customer Concentration | Trade Receivables | ||
Concentration Risk [Line Items] | ||
Concentration risk | 10.00% |
SIGNIFICANT ACCOUNTING POLICI41
SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Net loss | $ (24,717) | $ (32,503) | $ (25,415) |
Net loss attributable to ordinary shares | $ (24,717) | $ (32,503) | $ (25,415) |
Shares used in computing net loss per ordinary shares, basic and diluted (in shares) | 20,214,895 | 13,178,107 | 12,115,038 |
Net loss per ordinary share, basic and diluted (in USD per share) | $ (1.22) | $ (2.47) | $ (2.10) |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES - Government grants (Details) - BIRD - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Government grants [Line Items] | |||
Royalty-bearing grants expenses | $ 1,030,000 | $ 0 | $ 214,000 |
Royalty expenses | $ 0 | $ 0 | $ 0 |
PREPAID EXPENSES AND OTHER CU43
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Government institutions | $ 191 | $ 113 |
Prepaid expenses | 342 | 355 |
Advances to vendors | 634 | 0 |
Other assets | 458 | 671 |
Prepaid expenses and other current assets | $ 1,625 | $ 1,139 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 3,643 | $ 3,264 |
Inventories | $ 3,643 | $ 3,264 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
PROPERTY AND EQUIPMENT, NET [Line Items] | |||
Property, plant and equipment, gross | $ 2,928 | $ 2,704 | |
Accumulated depreciation | 2,088 | 1,446 | |
Property and equipment, net | 840 | 1,258 | |
Depreciation expenses | 642 | 696 | $ 438 |
Computer equipment | |||
PROPERTY AND EQUIPMENT, NET [Line Items] | |||
Property, plant and equipment, gross | 709 | 709 | |
Office furniture and equipment | |||
PROPERTY AND EQUIPMENT, NET [Line Items] | |||
Property, plant and equipment, gross | 293 | 293 | |
Machinery and laboratory equipment | |||
PROPERTY AND EQUIPMENT, NET [Line Items] | |||
Property, plant and equipment, gross | 583 | 573 | |
Field service units | |||
PROPERTY AND EQUIPMENT, NET [Line Items] | |||
Property, plant and equipment, gross | 1,010 | 771 | |
Leasehold improvements | |||
PROPERTY AND EQUIPMENT, NET [Line Items] | |||
Property, plant and equipment, gross | $ 333 | $ 358 |
LOAN AGREEMENT WITH KREOS AND46
LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES (Details) | Jun. 09, 2017USD ($)shares$ / shares | Dec. 30, 2015USD ($)payment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Proceeds from long term loan | $ 0 | $ 20,000,000 | $ 0 | |||
Loss on extinguishment of debt | 313,000 | 0 | 0 | |||
Proceeds raised from issuance of stock | 9,309,000 | 4,099,000 | 0 | |||
Interest expense | 2,451,000 | $ 1,976,000 | $ 0 | |||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from long term loan | $ 20,000,000 | |||||
Loan term | 36 months | |||||
Annual interest rate | 10.75% | |||||
Number of monthly payments | payment | 24 | |||||
Extended repayment term | 36 months | 36 months | 36 months | |||
Required proceeds from issuance of common stock required for repayment period to be extended | $ 20,000,000 | $ 20,000,000 | ||||
Loan term initial period | 24 months | |||||
Loss on extinguishment of debt | $ 313,000 | |||||
Proceeds raised from issuance of stock | $ 20,000,000 | |||||
Repayment period extended | 12 months | |||||
Term Loan | Loan Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from long term loan | $ 20,000,000 | |||||
Extended repayment term | 3 years | |||||
Outstanding principal | $ 17,200,000 | |||||
Portion of principal subject to repayment extension | $ 3,000,000 | |||||
Convertible debt, number of shares that may be converted (in shares) | shares | 2,523,660 | |||||
Conversion price (in USD per share) | $ / shares | $ 1.268 | |||||
Convertible debt, amount that principal may be reduced | $ 3,000,000 | |||||
Outstanding principal not subject to conversion | 14,200,000 | |||||
End of loan payments | $ 200,000 | |||||
End of loan payments, number of shares that may be converted (up to) | shares | 157,729 |
COMMITMENTS AND CONTINGENT LI47
COMMITMENTS AND CONTINGENT LIABILITIES - Purchase and Lease Commitment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Purchase commitment | |||
Outstanding purchase orders | $ 745 | ||
Lease commitment: | |||
Total rent expenses | 682 | $ 650 | $ 260 |
Maximum penalties payable on early release of agreement | $ 57 |
COMMITMENTS AND CONTINGENT LI48
COMMITMENTS AND CONTINGENT LIABILITIES - Schedule of Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | $ 586 |
2,019 | 586 |
2,020 | 595 |
2,021 | 594 |
2,022 | 603 |
And Thereafter | 1,108 |
Total | $ 4,072 |
COMMITMENTS AND CONTINGENT LI49
COMMITMENTS AND CONTINGENT LIABILITIES - Royalties (Details) | 12 Months Ended | 198 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)shares | |
IIA | ||||
Royalties [Line Items] | ||||
Total funding amount received | $ 1,770,000 | |||
Research and Development Royalty Bearing Grants | 1,370,000 | |||
Royalties paid | 50,000 | |||
Contingent liability | $ 1,400,000 | 1,400,000 | ||
Maximum portion of sale price paid in consideration for OCS-funded know-how | 6 | |||
Transfer of know-how outside Israel approved, if portion of sale price paid by grant receipt does not exceed specified multiplier of grant received | 3 | |||
IIA | Minimum | ||||
Royalties [Line Items] | ||||
Royalty fees | 3.00% | |||
IIA | Maximum | ||||
Royalties [Line Items] | ||||
Royalty fees | 3.50% | |||
Percentage of grant received considered to determine royalty fees (up to) | 100.00% | |||
IIA | Series A preferred stock | ||||
Royalties [Line Items] | ||||
Amount received in consideration of convertible preferred shares | $ 400,000 | |||
Issuance of ordinary shares (in shares) | shares | 5,237 | |||
BIRD | ||||
Royalties [Line Items] | ||||
Total funding amount received | $ 500,000 | |||
Royalty fees | 5.00% | |||
Royalties expenses | $ 0 | $ 0 | $ 0 | |
BIRD | Maximum | ||||
Royalties [Line Items] | ||||
Royalty fees | 150.00% |
COMMITMENTS AND CONTINGENT LI50
COMMITMENTS AND CONTINGENT LIABILITIES - Liens (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantor obligations, collateral pledged | $ 856 |
COMMITMENTS AND CONTINGENT LI51
COMMITMENTS AND CONTINGENT LIABILITIES - Legal Claims (Details) | Jan. 31, 2017plaintiffaction | Nov. 10, 2016action | Jan. 31, 2017action | Dec. 31, 2017USD ($)action | Jan. 09, 2017action |
Loss Contingencies [Line Items] | |||||
Number of putative class actions brought against company | 4 | 8 | |||
Actions pending | 3 | 3 | 3 | ||
Litigation reserve | $ | $ 0 | ||||
United States District Court for the District of Massachusetts, Case No. 1:17-cv-10169, and California State Court Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of plaintiffs | plaintiff | 4 | ||||
United States District Court for the District of Massachusetts, Case No. 1:17-cv-10169 | |||||
Loss Contingencies [Line Items] | |||||
Number of plaintiffs | plaintiff | 2 | ||||
Dismissed on procedural grounds | |||||
Loss Contingencies [Line Items] | |||||
Actions dismissed | 4 | ||||
Voluntarily dismissed | |||||
Loss Contingencies [Line Items] | |||||
Actions dismissed | 1 | ||||
Consolidated litigation | |||||
Loss Contingencies [Line Items] | |||||
Actions pending | 2 | 2 | |||
Consolidated litigation | Consolidated Massachusetts State Court Actions | |||||
Loss Contingencies [Line Items] | |||||
Actions pending | 2 | ||||
Plaintiff's actions dismissed | |||||
Loss Contingencies [Line Items] | |||||
Actions pending | 1 | 1 |
SHAREHOLDERS' EQUITY - Equity R
SHAREHOLDERS' EQUITY - Equity Raise, Narrative (Details) - USD ($) | Nov. 22, 2017 | Nov. 20, 2017 | Nov. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | May 10, 2016 | |||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Maximum amount which can be raised under offering program (up to) | $ 25,000,000 | |||||||||
Stock issuance costs under equity distribution agreement as a percent of gross proceeds | 3.00% | |||||||||
Amount allowed to issue in primary offerings under effective registration statement (up to) | $ 13,700,000 | $ 13,700,000 | ||||||||
ATM Offering Program | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Maximum amount which can be raised under offering program (up to) | $ 25,000,000 | 25,000,000 | ||||||||
Issuance of ordinary shares (in shares) | [1],[2],[3] | 5,613,084 | ||||||||
Gross proceeds from share issuance | $ 9,800,000 | 14,300,000 | ||||||||
Issuance cost | 467,000 | 935,000 | ||||||||
Net proceeds from share issuance | 9,309,000 | [2] | $ 4,099,000 | [2] | 13,400,000 | |||||
Compensation paid | $ 467,000 | |||||||||
ATM Offering Program | Piper Jaffray | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Compensation paid | $ 430,000 | |||||||||
ATM Offering Program | Ordinary Share | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuance of ordinary shares (in shares) | 5,613,084 | 692,062 | [1],[2],[3] | 6,305,146 | ||||||
Issuance cost | $ 467,000 | [2] | $ 468,000 | |||||||
Net proceeds from share issuance | [1],[2],[3] | 16,000 | 2,000 | |||||||
Follow-On Public Offering | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Net proceeds from share issuance | 7,163,000 | [4] | $ 11,089,000 | [2] | ||||||
Compensation paid | $ 1,117,000 | |||||||||
Follow-On Public Offering | Ordinary Share | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuance of ordinary shares (in shares) | 6,857,000 | 7,885,550 | 7,885,550 | [1],[3],[4] | 3,250,000 | [1],[2],[3] | ||||
Price per share (in dollars per share) | $ 1.05 | $ 1.05 | $ 1.05 | |||||||
Gross proceeds from share issuance | $ 8,300,000 | |||||||||
Issuance cost | $ 1,117,000 | [4] | $ 1,099,000 | |||||||
Net proceeds from share issuance | $ 7,200,000 | $ 22,000 | [1],[3],[4] | $ 9,000 | [1],[2],[3] | |||||
Additional units purchased (in shares) | 1,028,550 | |||||||||
Maximum | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock issuance costs under equity distribution agreement as a percent of gross proceeds | 8.00% | |||||||||
Weighted Average | ATM Offering Program | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Price per share (in dollars per share) | $ 1.74 | |||||||||
[1] | All shares amount have been restated to reflect an 18-for-1 share split split as of August 26, 2014. | |||||||||
[2] | See note 8b. | |||||||||
[3] | The ordinary shares consist of two series, see note 8a. | |||||||||
[4] | See note 8b. |
SHAREHOLDERS' EQUITY - Share Op
SHAREHOLDERS' EQUITY - Share Option Plans, Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 05, 2017shares | Oct. 04, 2017option_holdershares | Oct. 04, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 1,301,521 | 380,153 | ||||
Weighted average grant date fair values of options granted (in USD per share) | $ / shares | $ 1.02 | $ 4.75 | $ 5.36 | |||
Total intrinsic value of options exercised | $ | $ 29 | $ 844 | $ 2,100 | |||
Fair value of shares vested during the year | $ | 3,785 | 3,626 | 2,164 | |||
Unrecognized compensation cost | $ | $ 4,200 | |||||
Period of recognition of unrecognized compensation cost | 2 years | |||||
Recognized incremental compensation | $ | $ 3,654 | $ 3,398 | $ 2,345 | |||
Employee and Non-employee Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in share reserve pool for future issuance, minimum annual increase (in shares) | 972,000 | |||||
Increase in share reserve pool for future issuance, annual increase as a percentage of total shares outstanding | 4.00% | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Number of shares purchased (in shares) | 1,130,243 | |||||
Options | Exchange Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of option holders | option_holder | 46 | |||||
Number of shares purchased (in shares) | 945,416 | |||||
Percentage of all options available for exchange | 96.40% | |||||
Recognized incremental compensation | $ | $ 159 | |||||
Nonemployee Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair values of RSUs granted (in USD per share) | $ / shares | $ 1.44 | $ 9.28 | $ 20.77 | |||
RSUs | Exchange Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Number of shares granted (in shares) | 251,872 | |||||
RSUs | Exchange Program | Executive officers | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted (in shares) | 180,167 |
SHAREHOLDERS' EQUITY - Summary
SHAREHOLDERS' EQUITY - Summary of Employee Share Option and RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Aggregate intrinsic value (in thousands) | ||
RSUs vested and options exercised (in shares) | 133,420 | |
RSUs | ||
Number | ||
RSUs granted (in shares) | 413,746 | |
RSUs vested (in shares) | (105,688) | |
RSUs forfeited (in shares) | (44,196) | |
Options | ||
Number | ||
Options granted (in shares) | 492,356 | |
Options exercised (in shares) | (30,192) | |
Options forfeited (in shares) | (1,130,243) | |
Options exercisable at the end of the year (in shares) | 924,565 | |
Average exercise price | ||
Options granted (in USD per share) | $ 2.01 | |
Options exercised (in USD per share) | 1.39 | |
Options forfeited (in USD per share) | 0.45 | |
Options exercisable at the end of the year (in USD per share) | $ 2.74 | |
Average remaining contractual life (years) | ||
Options exercisable at the end of the year | 5 years 2 months 19 days | |
Aggregate intrinsic value (in thousands) | ||
Options exercisable at the end of the year | $ 8 | |
Options and RSUs | ||
Number | ||
Options and RSU's outstanding at the beginning of the year (in shares) | 2,251,014 | |
Options and RSU's outstanding at the end of the year (in shares) | 1,846,797 | 2,251,014 |
Average exercise price | ||
Options and RSUs outstanding at the beginning of the year (in USD per share) | $ 6.47 | |
Options and RSUs outstanding at the end of the year (in USD per share) | $ 1.86 | $ 6.47 |
Average remaining contractual life (years) | ||
Options and RSUs outstanding | 6 years 3 months 29 days | 7 years 9 months 18 days |
Aggregate intrinsic value (in thousands) | ||
Options and RSUs outstanding at beginning of year | $ 1,740 | |
Options and RSUs outstanding at end of year | $ 586 | $ 1,740 |
SHAREHOLDERS' EQUITY - Schedule
SHAREHOLDERS' EQUITY - Schedule of Options and RSUs Outstanding which have been Separated into Ranges of Exercise Price (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Ranges of Exercise Price [Line Items] | ||
Options outstanding weighted average remaining contractual life | 6 years 3 months 29 days | |
Options exercisable (in shares) | 924,565 | |
Options exercisable weighted average remaining contractual life | 5 years 2 months 19 days | |
$ 0.82 | ||
Ranges of Exercise Price [Line Items] | ||
Range of exercise price- minimum (in dollars per share) | $ 0.82 | |
Range of exercise price, maximum (in dollars per share) | $ 0.82 | |
Options outstanding (in shares) | 31,803 | |
Options outstanding weighted average remaining contractual life | 3 years 11 days | |
Options exercisable (in shares) | 31,803 | |
Options exercisable weighted average remaining contractual life | 3 years 11 days | |
$ 1.32 | ||
Ranges of Exercise Price [Line Items] | ||
Range of exercise price- minimum (in dollars per share) | $ 1.32 | |
Range of exercise price, maximum (in dollars per share) | $ 1.32 | |
Options outstanding (in shares) | 335,095 | |
Options outstanding weighted average remaining contractual life | 4 years 3 months 7 days | |
Options exercisable (in shares) | 330,095 | |
Options exercisable weighted average remaining contractual life | 4 years 2 months 9 days | |
$1.47-$2.10 | ||
Ranges of Exercise Price [Line Items] | ||
Range of exercise price- minimum (in dollars per share) | $ 1.47 | |
Range of exercise price, maximum (in dollars per share) | $ 2.10 | |
Options outstanding (in shares) | 762,937 | |
Options outstanding weighted average remaining contractual life | 7 years 1 month 2 days | |
Options exercisable (in shares) | 442,756 | |
Options exercisable weighted average remaining contractual life | 5 years 5 months 5 days | |
$6.80-$8.99 | ||
Ranges of Exercise Price [Line Items] | ||
Range of exercise price- minimum (in dollars per share) | $ 6.8 | |
Range of exercise price, maximum (in dollars per share) | $ 8.99 | |
Options outstanding (in shares) | 100,821 | |
Options outstanding weighted average remaining contractual life | 8 years 4 days | |
Options exercisable (in shares) | 76,722 | |
Options exercisable weighted average remaining contractual life | 8 years 26 days | |
$9.22-$10.98 | ||
Ranges of Exercise Price [Line Items] | ||
Range of exercise price- minimum (in dollars per share) | $ 9.22 | |
Range of exercise price, maximum (in dollars per share) | $ 10.98 | |
Options outstanding (in shares) | 17,046 | |
Options outstanding weighted average remaining contractual life | 8 years 3 months 15 days | |
Options exercisable (in shares) | 14,514 | |
Options exercisable weighted average remaining contractual life | 8 years 3 months 26 days | |
$19.62-$20.97 | ||
Ranges of Exercise Price [Line Items] | ||
Range of exercise price- minimum (in dollars per share) | $ 19.62 | |
Range of exercise price, maximum (in dollars per share) | $ 20.97 | |
Options outstanding (in shares) | 30,024 | |
Options outstanding weighted average remaining contractual life | 6 years 11 months 19 days | |
Options exercisable (in shares) | 28,675 | |
Options exercisable weighted average remaining contractual life | 6 years 11 months 16 days | |
RSUs | ||
Ranges of Exercise Price [Line Items] | ||
RSUs outstanding (in shares) | 569,071 | |
Options and RSUs | ||
Ranges of Exercise Price [Line Items] | ||
Options and RSUs Outstanding | 1,846,797 | 2,251,014 |
SHAREHOLDERS' EQUITY - Equity O
SHAREHOLDERS' EQUITY - Equity Options Issued to Consultants, Narrative (Details) $ in Millions | May 28, 2016USD ($)national_insurance_policy | Mar. 12, 2007shares | Dec. 31, 2017shares |
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Consultant fee as a percentage of the increase in market capitalization | 10.00% | ||
Measurement period of increase in market capitalization following achievement of milestone | 10 days | ||
Disclosure period following achievement of milestone | 80 days | ||
Number of national insurance policies required | national_insurance_policy | 5 | ||
One Active National Insurance Policy | |||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Payments due in cash or stock | $ | $ 6 | ||
Two Active National Insurance Policies | |||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Payments due in cash or stock | $ | 5 | ||
Three, Four, or Five Active National Insurance Policies | |||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Payments due in cash or stock | $ | $ 2 | ||
Non-employee consultant | Nonemployee Option | |||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Options granted (in shares) | shares | 3,454 | ||
Non-employee consultant | RSUs | |||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Number of shares granted (in shares) | shares | 29,874 | ||
Non-employee consultant | Nonemployee options and RSUs | |||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||
Number of options or RSUs outstanding (in shares) | shares | 0 |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants to Purchase Ordinary Shares (Details) - USD ($) | Dec. 28, 2016 | Dec. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 3,008,316 | ||||
Warrants exercisable (in shares) | 3,008,316 | ||||
Proceeds from long term loan | $ 0 | $ 20,000,000 | $ 0 | ||
Term Loan | |||||
Class of Warrant or Right [Line Items] | |||||
Proceeds from long term loan | $ 20,000,000 | ||||
Loan Agreement | Term Loan | |||||
Class of Warrant or Right [Line Items] | |||||
Proceeds from long term loan | $ 8,000,000 | ||||
Ordinary Share | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants exercised (in shares) | 0 | ||||
July 14, 2014 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 403,804 | ||||
Exercise price (in USD per share) | $ 10.08 | ||||
Warrants exercisable (in shares) | 403,804 | ||||
December 30, 2015 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 119,295 | ||||
Exercise price (in USD per share) | $ 9.64 | ||||
Warrants exercisable (in shares) | 119,295 | ||||
Percentage in acquired company required to prevent warrants from becoming exercisable (more than) | 50.00% | ||||
November 1, 2016 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 2,437,500 | ||||
Exercise price (in USD per share) | $ 4.75 | ||||
Warrants exercisable (in shares) | 2,437,500 | ||||
December 28, 2016 | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 47,717 | ||||
Exercise price (in USD per share) | $ 9.64 | ||||
Warrants exercisable (in shares) | 47,717 | ||||
Number of warrants issued (in shares) | 47,717 |
SHAREHOLDERS' EQUITY - Schedu58
SHAREHOLDERS' EQUITY - Schedule of Non-cash Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Non-cash share-based compensation expense [Line Items] | |||
Non-cash compensation expenses | $ 3,654 | $ 3,398 | $ 2,345 |
Cost of revenues | |||
Non-cash share-based compensation expense [Line Items] | |||
Non-cash compensation expenses | 62 | 108 | 64 |
Research and development, net | |||
Non-cash share-based compensation expense [Line Items] | |||
Non-cash compensation expenses | 508 | 559 | 425 |
Sales and marketing, net | |||
Non-cash share-based compensation expense [Line Items] | |||
Non-cash compensation expenses | 963 | 811 | 571 |
General and administrative | |||
Non-cash share-based compensation expense [Line Items] | |||
Non-cash compensation expenses | $ 2,121 | $ 1,920 | $ 1,285 |
RESEARCH COLLABORATION AGREEM59
RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Research and development, net | $ 6,042 | $ 9,028 | $ 5,937 |
Collaborative Arrangement and License Agreement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Total payment obligation | 6,300 | ||
Research and development, net | $ 1,430 |
INCOME TAXES - Narrative (Deta
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
INCOME TAXES [Line items] | ||||
Statutory tax rate | 24.00% | 25.00% | 26.50% | |
Effect of tax rate change on deferred tax expense | $ 58 | |||
Beneficiary enterprise from productive activity, tax exemption period | 10 years | |||
Beneficiary enterprise from productive activity, maximum time from period of election for tax exemption | 12 years | |||
Carry-forward losses | $ 108,600 | |||
Minimum | ||||
INCOME TAXES [Line items] | ||||
Beneficiary enterprise from productive activity, tax rate on dividend distributions from tax exempt income | 10.00% | |||
Maximum | ||||
INCOME TAXES [Line items] | ||||
Beneficiary enterprise from productive activity, tax rate on dividend distributions from tax exempt income | 25.00% | |||
RRI | ||||
INCOME TAXES [Line items] | ||||
Statutory tax rate | 40.00% | 40.00% | 40.00% | |
RRG | ||||
INCOME TAXES [Line items] | ||||
Statutory tax rate | 30.00% | 30.00% | 30.00% | |
Israel Tax Authority | ||||
INCOME TAXES [Line items] | ||||
Statutory tax rate | 24.00% | 25.00% | 26.50% | |
Israel Tax Authority | Subsequent Event | ||||
INCOME TAXES [Line items] | ||||
Statutory tax rate | 23.00% |
INCOME TAXES - Schedule of Pro
INCOME TAXES - Schedule of Profit (Loss) Before Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (24,728) | $ (32,642) | $ (25,485) |
Foreign | 130 | 142 | 123 |
Profit (loss) before taxes | $ (24,598) | $ (32,500) | $ (25,362) |
INCOME TAXES - Schedule of Tax
INCOME TAXES - Schedule of Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 46 | $ 8 | $ 114 |
Deferred | 73 | (5) | (61) |
Taxes on income | $ 119 | $ 3 | $ 53 |
INCOME TAXES - Schedule of T63
INCOME TAXES - Schedule of Taxes on Income by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Domestic | $ 0 | $ 0 | $ 0 |
Foreign | 119 | 3 | 53 |
Taxes on income | $ 119 | $ 3 | $ 53 |
INCOME TAXES - Schedule of Def
INCOME TAXES - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||||
Carry forward tax losses | $ 24,969 | $ 20,938 | ||
Research and development carry forward expenses-temporary differences | 1,282 | 1,551 | ||
Accrual and reserves | 139 | 223 | ||
Deferred tax assets before valuation allowance | 26,390 | 22,712 | ||
Valuation allowance | (26,311) | (22,560) | $ (16,196) | $ (10,089) |
Net deferred tax assets | $ 79 | $ 152 |
INCOME TAXES - Net Changes in
INCOME TAXES - Net Changes in Total Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowance, Amount [Roll Forward] | |||
Balance at beginning of year | $ (22,560) | $ (16,196) | $ (10,089) |
Changes due to amendments to tax laws and exchange rate differences | 1,806 | 917 | 0 |
Adjustment previous year loss | (591) | 0 | 0 |
Additions during the year | (4,966) | (7,281) | (6,107) |
Balance at end of year | $ (26,311) | $ (22,560) | $ (16,196) |
INCOME TAXES - Schedule of Rec
INCOME TAXES - Schedule of Reconciliation Between the Theoretical Tax Expense and the Actual Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Loss before taxes, as reported in the consolidated statements of operations | $ (24,598) | $ (32,500) | $ (25,362) |
Statutory tax rate | 24.00% | 25.00% | 26.50% |
Theoretical tax benefits on the above amount at the Israeli statutory tax rate | $ (5,904) | $ (8,125) | $ (6,721) |
Income tax at rate other than the Israeli statutory tax rate | 17 | 10 | 16 |
Non-deductible expenses including equity based compensation expenses and other | 878 | 857 | 651 |
Operating losses and other temporary differences for which valuation allowance was provided | 4,966 | 7,281 | 6,107 |
Other | 162 | (20) | 0 |
Taxes on income | $ 119 | $ 3 | $ 53 |
FINANCIAL EXPENSES, NET - Sche
FINANCIAL EXPENSES, NET - Schedule of Financial Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
Foreign currency transactions and other | $ (188) | $ 85 | $ 170 |
Financial expenses related to loan agreement with Kreos | 2,451 | 1,976 | 0 |
Bank commissions | 30 | 34 | 36 |
income related to hedging transactions | 0 | (36) | (18) |
Financial expenses, net | $ 2,293 | $ 2,059 | $ 188 |
GEOGRAPHIC INFORMATION AND MA68
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
GEOGRAPHIC INFORMATION AND MA69
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA - Schedule of Revenues and Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of revenues and long-lived assets by geographic region [Line items] | |||
Total revenues | $ 7,753 | $ 5,869 | $ 3,746 |
Long-lived assets | 840 | 1,258 | |
Israel | |||
Summary of revenues and long-lived assets by geographic region [Line items] | |||
Total revenues | 0 | 0 | 0 |
Long-lived assets | 298 | 476 | |
United States | |||
Summary of revenues and long-lived assets by geographic region [Line items] | |||
Total revenues | 4,598 | 3,741 | 2,439 |
Long-lived assets | 342 | 565 | |
Europe | |||
Summary of revenues and long-lived assets by geographic region [Line items] | |||
Total revenues | 3,094 | 1,144 | 820 |
Asia-Pacific | |||
Summary of revenues and long-lived assets by geographic region [Line items] | |||
Total revenues | 61 | 984 | $ 487 |
Germany | |||
Summary of revenues and long-lived assets by geographic region [Line items] | |||
Long-lived assets | $ 200 | $ 217 |
GEOGRAPHIC INFORMATION AND MA70
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA - Schedule of Major Customer Data as a Percentage of Total Revenues (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | Customer Concentration | Customer A | |||
Major customer data as a percentage of total revenues [Line items] | |||
Concentration risk | 35.20% | 33.30% | 14.80% |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 07, 2018USD ($)trancheshares | Mar. 06, 2018USD ($)$ / shares | Mar. 05, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares |
Subsequent Event [Line Items] | |||||
Ordinary shares, shares outstanding (in shares) | shares | 30,003,639 | 16,338,257 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Ordinary shares, shares outstanding (in shares) | shares | 30,006,575 | ||||
Subsequent Event | Timwell Corporation Limited | |||||
Subsequent Event [Line Items] | |||||
Consideration received per transaction | $ 20,000 | ||||
Number of shares issued in transaction | shares | 16,000,000 | ||||
Price per share (in usd per share) | $ / shares | $ 1.25 | ||||
Number of tranches | tranche | 3 | ||||
Maximum amount of days after establishment of the China joint venture | 20 days | ||||
Lock-up Period (in months) | 18 months | ||||
Percentage of shares needed to maintain board appointment rights | 75.00% | ||||
Maximum percentage allowed to purchase shares on the open market | 35.00% | ||||
Percentage required for standstill to be in effect | 10.00% | ||||
Percentage of shares owned to maintain voting agreement | 5.00% | ||||
Percentage of shares needed to maintain preemptive rights | 75.00% | ||||
Subsequent Event | China JV | |||||
Subsequent Event [Line Items] | |||||
Ownership percentage | 20.00% | ||||
Minimum cash payments receivable, first year | $ 1,250 | ||||
Minimum cash payments receivable, second year | 4,000 | ||||
Minimum cash payments receivable, third year | $ 8,000 | ||||
Minimum cash payments receivable, annual percentage increase, fourth year | 15.00% | ||||
Minimum cash payments receivable, annual percentage increase, fifth year | 15.00% | ||||
Minimum cash payments receivable, annual percentage increase, sixth year | 15.00% | ||||
Minimum cash payments receivable, annual percentage increase, seventh year | 10.00% | ||||
Minimum cash payments receivable, annual percentage increase, eighth year | 10.00% | ||||
Minimum cash payments receivable, annual percentage increase, ninth year | 10.00% | ||||
Subsequent Event | China JV | Minimum | |||||
Subsequent Event [Line Items] | |||||
Minimum cash payments receivable, annual percentage increase, tenth year | 5.00% | ||||
Minimum cash payments receivable, annual percentage increase, thereafter | 5.00% | ||||
Subsequent Event | China JV | Maximum | |||||
Subsequent Event [Line Items] | |||||
Minimum cash payments receivable, annual percentage increase, tenth year | 8.00% | ||||
Minimum cash payments receivable, annual percentage increase, thereafter | 8.00% | ||||
Subsequent Event | China JV | Investor JV Party | |||||
Subsequent Event [Line Items] | |||||
Ownership percentage | 80.00% | ||||
Tranche One | Subsequent Event | Timwell Corporation Limited | |||||
Subsequent Event [Line Items] | |||||
Consideration received per transaction | $ 5,000 | ||||
Number of shares issued in transaction | shares | 4,000,000 | ||||
Ownership percentage by noncontrolling owners | 11.80% | ||||
Tranche Two | Subsequent Event | Timwell Corporation Limited | |||||
Subsequent Event [Line Items] | |||||
Consideration received per transaction | $ 10,000 | ||||
Number of shares issued in transaction | shares | 8,000,000 | ||||
Ownership percentage by noncontrolling owners | 28.60% | ||||
Tranche Three | Subsequent Event | Timwell Corporation Limited | |||||
Subsequent Event [Line Items] | |||||
Consideration received per transaction | $ 5,000 | ||||
Number of shares issued in transaction | shares | 4,000,000 | ||||
Ownership percentage by noncontrolling owners | 34.80% |