Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2016shares | |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2016 |
Amendment Flag | false |
Entity Registrant Name | Check-Cap Ltd |
Entity Central Index Key | 1,610,590 |
Entity Current Reporting Status | Yes |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | FY |
Entity Common Stock, Shares Outstanding | 15,205,075 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 11,639 | $ 9,392 |
Restricted cash | 46 | |
Short-term bank deposit | 4,811 | |
Prepaid expenses and other current assets | 242 | 680 |
Total current assets | 11,881 | 14,929 |
Non-current assets | ||
Property and equipment, net | 414 | 369 |
Total non-current assets | 414 | 369 |
Total assets | 12,295 | 15,298 |
Accounts payable and accruals | ||
Trade | 393 | 577 |
Other | 235 | 245 |
Other current liabilities | 11 | 13 |
Employees and payroll accruals | 728 | 1,238 |
Total current liabilities | 1,367 | 2,073 |
Non-current liabilities | ||
Royalties provision | 521 | 577 |
Total non-current liabilities | 521 | 577 |
Shareholders' equity | ||
Ordinary share of NIS 0.2 par value-Authorized: 57,500,000 shares at December 31, 2015 and 2016, Issued and outstanding: 11,811,709 and 15,205,075 shares at December 31, 2015 and 2016, respectively | 771 | 599 |
Additional paid-in capital | 52,577 | 46,164 |
Accumulated deficit | (42,941) | (34,115) |
Total shareholders' equity | 10,407 | 12,648 |
Total liabilities and shareholders' equity | $ 12,295 | $ 15,298 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ₪ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Ordinary shares | ||
Par value | ₪ 0.2 | ₪ 0.2 |
Authorized | 57,500,000 | 57,500,000 |
Issued | 15,205,075 | 11,811,709 |
Outstanding | 15,205,075 | 11,811,709 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Research and development expenses, net | $ 5,491 | $ 5,837 | $ 2,832 |
General and administrative expenses | 3,571 | 6,626 | 1,703 |
Operating loss | 9,062 | 12,463 | 4,535 |
Financial income, net | 244 | 173 | 3,925 |
Loss before income tax | 8,818 | 12,290 | 610 |
Taxes on income | 8 | ||
Net loss | $ 8,826 | $ 12,290 | $ 610 |
Net loss per ordinary share (in USD) basic and diluted | $ 0.61 | $ 1.06 | $ 1.18 |
Weighted average number of ordinary shares outstanding - basic and diluted (in thousands) | 14,499 | 11,918 | 2,181 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) - USD ($) $ in Thousands | Preferred shares [Member] | Ordinary shares [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Total | |||||
Beginning balance at Dec. 31, 2013 | $ 226 | [1],[2] | $ 53 | [1],[2] | $ 20,408 | $ (21,215) | $ (528) | |||
Beginning balance, shares at Dec. 31, 2013 | [1],[2] | 4,338,998 | 1,152,138 | |||||||
Share-based compensation | 312 | 312 | ||||||||
Net loss | (610) | (610) | ||||||||
Ending balance at Dec. 31, 2014 | $ 226 | [1],[2] | $ 53 | [1],[2] | 20,720 | (21,825) | (826) | |||
Ending balance, shares at Dec. 31, 2014 | [1],[2] | 4,338,998 | 1,152,138 | |||||||
Conversion of preferred shares into ordinary shares | $ (226) | [1],[2] | $ 226 | [1],[2] | ||||||
Conversion of preferred shares into ordinary shares, shares | (4,338,998) | [1],[2] | 4,338,998 | [1],[2] | 4,338,998 | |||||
Reclassification of liability warrants to equity warrants | 233 | $ 233 | ||||||||
Issuance of ordinary shares in the IPO, net of issuance expenses in an amount of $2,945 | $ 113 | [1],[2],[3] | 10,638 | [3] | $ 10,751 | [3] | ||||
Issuance of ordinary shares in the IPO, net of issuance expenses in an amount of $2,945, shares | 2,250,000 | [1],[2],[3] | 2,250,000 | |||||||
Issuance of ordinary shares in the Private Placement, net of issuance expenses in an amount of $1,225 | $ 101 | [1],[2],[4] | 10,799 | [4] | $ 10,900 | [4] | ||||
Issuance of ordinary shares in the Private Placement, net of issuance expenses in an amount of $1,225, shares | 2,000,000 | [1],[2],[4] | 2,000,000 | |||||||
Exercise of warrants into ordinary shares | $ 90 | [1],[2] | (61) | $ 29 | ||||||
Exercise of warrants into ordinary shares, shares | 1,763,106 | [1],[2] | ||||||||
Share-based compensation | 3,724 | 3,724 | ||||||||
Issuance of ordinary share upon exercise of stock options by employees | $ 16 | [1],[2] | $ 16 | |||||||
Issuance of ordinary share upon exercise of stock options by employees, shares | 307,467 | [1],[2] | 307,467 | |||||||
Capital investment | 111 | $ 111 | ||||||||
Net loss | (12,290) | (12,290) | ||||||||
Ending balance at Dec. 31, 2015 | $ 599 | [1],[2] | 46,164 | (34,115) | 12,648 | |||||
Ending balance, shares at Dec. 31, 2015 | 11,811,709 | [1],[2] | ||||||||
Issuance of ordinary shares and pre-funded warrants in the registered direct offering, net of issuance expenses in an amount of $615 | $ 32 | [1],[2],[5] | 5,227 | [5] | 5,259 | [5] | ||||
Issuance of ordinary shares and pre-funded warrants in the registered direct offering, net of issuance expenses in an amount of $615, shares | 643,614 | [1],[2],[5] | ||||||||
Exercise of warrants into ordinary shares | $ 140 | [1],[2] | (23) | 117 | ||||||
Exercise of warrants into ordinary shares, shares | 2,749,752 | [1],[2] | ||||||||
Share-based compensation | 1,209 | 1,209 | ||||||||
Net loss | (8,826) | (8,826) | ||||||||
Ending balance at Dec. 31, 2016 | $ 771 | [1],[2] | $ 52,577 | $ (42,941) | $ 10,407 | |||||
Ending balance, shares at Dec. 31, 2016 | 15,205,075 | [1],[2] | ||||||||
[1] | All shares amounts have been retroactively adjusted to reflect a 1-for-20 share reverse split, see Note 1C. | |||||||||
[2] | See Note 1D for the details regarding the conversion of the preferred shares. | |||||||||
[3] | Issuance expenses include certain warrants with a value of $196 issued in connection with the IPO. | |||||||||
[4] | Issuance expenses include certain warrants with a value of $125 issued in connection with the Private Placement. | |||||||||
[5] | Includes pre-funded warrants to purchase 2,514,281 ordinary shares at a purchase price of $1.85 per pre-funded warrant, issued in connection with the registered direct offering. See Note 10C(2)(h). |
CONSOLIDATED STATEMENTS OF CHA6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Pre-funded warrants to purchase ordinary shares | shares | 15,205,075 |
Pre-funded warrants to purchase price | $ / shares | $ 0.05 |
Warrant [Member] | |
Issuance expenses | $ 615 |
Pre-funded warrants to purchase ordinary shares | shares | 2,514,281 |
Pre-funded warrants to purchase price | $ / shares | $ 1.85 |
IPO [Member] | |
Value or warrants | $ 196 |
Private Placement [Member] | |
Value or warrants | $ 125 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (8,826) | $ (12,290) | $ (610) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Revaluation of fair value of warrants to purchase preferred share | (174) | (3,519) | |
Depreciation and amortization | 130 | 92 | 78 |
Share-based compensation | 1,209 | 3,724 | 312 |
Financial expenses (income), net | (56) | (11) | 1 |
Changes in assets and liabilities items: | |||
Decrease (increase) in prepaid and other current assets and non-current assets | 438 | (563) | (1,545) |
Increase (decrease) in trade accounts payable, accruals and other current liabilities | (252) | 334 | 1,377 |
Increase (decrease) in employees and payroll accruals | (510) | 227 | 466 |
Increase (decrease) in royalties provision | (56) | 33 | (415) |
Net cash used in operating activities | (7,923) | (8,628) | (3,855) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property and equipment | (166) | (270) | (46) |
Restricted cash | 46 | ||
Proceeds from short-term bank deposit | 4,811 | (4,800) | |
Net cash provided by (used in) investing activities | 4,691 | (5,070) | (46) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Receipt of short-term loan from bank | 1,000 | ||
Repayment of short-term loan from bank | (1,000) | ||
Issuance of ordinary shares upon exercise of options by employees | 16 | ||
Exercise of warrants into ordinary shares | 117 | 29 | |
Issuance of ordinary shares in the RD Offering, net of issuance expenses | 5,307 | ||
Issuance of ordinary shares in the Private Placement, net of issuance expenses | 11,021 | ||
Issuance of ordinary shares in IPO, net of issuance expense | 10,947 | ||
Net cash provided by financing activities | 5,424 | 22,013 | |
Effect of exchange rate changes on cash and cash equivalents | 55 | 2 | 1 |
Net increase (decrease) in cash and cash equivalents | 2,247 | 8,317 | (3,900) |
Cash and cash equivalents at the beginning of the year | 9,392 | 1,075 | 4,975 |
Cash and cash equivalents at the end of the year | 11,639 | 9,392 | 1,075 |
Supplemental disclosure of non-cash flow information | |||
Reclassification of liability warrants to equity warrants | 233 | ||
Cashless exercise of warrants to purchase ordinary shares into ordinary shares | 23 | 45 | |
Conversion of preferred shares into ordinary shares | 226 | ||
Purchase of property and equipment | 8 | ||
Issuance expenses | 47 | ||
Supplemental disclosure of cash flow information | |||
Cash paid for income taxes | 8 | ||
Cash paid for interest | $ 11 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | A. General (1) Check Cap Ltd. (together with its wholly-owned subsidiary, the “Company") was incorporated under the laws of the state of Israel. The registered address of its offices is 29 Abba Hushi Ave, Isfiya 3009000, Israel. (2) Check-Cap Ltd has a wholly-owned subsidiary, Check-Cap U.S. Inc., incorporated under the laws of the United States (U.S.) on May 15, 2015. (3) The Company is a clinical-stage medical diagnostics company developing the word's first ingestible system ("C-Scan system") minimally-invasive colorectal cancer screening. The capsule utilizes innovative ultra-low dose X-ray and wireless technologies to scan the inside of the colon as it moves naturally, while the patient follows his or her normal daily routine. After passage, the system generates a 3D map of the inner surface of the colon which enables detection of polyps and cancer. Designed to increase the willingness of individuals to participate in recommended colorectal cancer screening, the Company's system addresses many frequently-cited barriers, including laxative bowel preparation, invasiveness, and sedation. The Company's system is currently not cleared for marketing in any jurisdiction. (4) As described in Notes 10C(2)(b) and 10C(2)(d), on February 24, 2015 the Company consummated an Initial Public Offering in the On August 11, 2016, the Company consummated a registered direct offering (the "RD Offering"). See Note 10C(2)(h). The Company's ordinary shares and Series A Warrants are listed on the NASDAQ Capital Market under the symbols "CHEK," and "CHEKW," respectively. (5) The consolidated financial statements of the Company as of and for the year ended December 31, 2016 include the financial statements of the Company and its wholly-owned U.S. subsidiary. B. Financial Position Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, recruiting management and technical staff, acquiring assets and raising capital. The Company is still in its development and clinical stage and has not yet generated revenues. The extent of the Company's future operating losses and the timing of becoming profitable are uncertain. The Company has incurred losses of $8.8, $12.3 and $0.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, the Company's accumulated deficit was $42.9 million. The Company has funded its operations to date primarily through equity financing and through grants from the (the "NATI") ( Additional funding will be required to complete the Company's research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company's C-Scan system and to achieve a level of sales While the Company has been successful in raising financing in the past, there can be no assurance that it will be able to do so in the future on a timely basis on terms acceptable to the Company, or at all. Uncertain market conditions and approval by regulatory bodies and adverse results from clinical trials may (among other reasons) adversely impact the Company's ability to raise capital in the future. Management expects that the Company will continue to generate losses from the development, clinical development and regulatory activities of the Company's C-Scan system, which will result in a negative cash flow from operating activity. Management's current research and development plans would result in increased costs in the coming year to reach market in a timely manner. Such plans will increase the burn rate and management expects that with such increased costs, existing cash will be sufficient to fund the Company's projected operating requirements at least until 12 months following December 31, 2016. Management plans include additional fund raising in the next year during 2017, which management believes is probable, to the Company on a timely basis during 2017, management believes that it would have the flexibility to downsize its operations such that its existing cash will be sufficient at least until 18 months following December 31, 2016. C. Reverse Share Split Effective immediately prior to the consummation of the IPO, the Company's shareholders effected a reverse share split of 1-for-20 (i.e. 20 ordinary shares were combined into one ordinary share), . D. Conversion of Preferred Shares and Preferred Share Warrants Effective immediately prior to the consummation of the IPO, each and every class and series of the Company's authorized and outstanding preferred shares converted , into ordinary shares, par value NIS 0.01 per share, of the Company (the "Pre- Split Ordinary Shares") and all outstanding preferred share warrants converted , into warrants to purchase Pre-Split Ordinary Shares, . Accordingly, immediately prior to the consummation of the IPO, on February 24, 2015, 4,338,998 preferred shares were converted into 4,338,998 Post-Split Ordinary Shares and 948,000 warrants to purchase preferred shares were converted into 948,000 warrants to purchase Pre-Split Ordinary Shares. Therefore, since immediately prior to the consummation of the IPO and as of the date hereof, the Company's share capital is comprised solely of ordinary shares and options and warrants to purchase ordinary shares. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company`s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). A. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. B. Principles of Consolidation The Company's consolidated financial statements include the financial statements of Check-Cap Ltd. and its wholly-owned subsidiary, Check-Cap U.S., Inc. The Company's consolidated financial statements are presented after elimination of inter-company transactions and balances. C. Financial statements in U.S. dollars The Company has not yet generated revenues and the majority of its expenses are in U.S. dollar (dollar or USD) or NIS, while none of these currencies is significantly material compared to the other. Management judgment, in setting the dollar as the Company's functional currency, is based mainly on the following criteria: The Company's budget and other Company internal reports, including reports to the Company's Board of Directors and investors, are presented in dollars. Management is using these reports in order to make decisions for the Company. All of the Company's equity and debt financings were in dollars; and it is expected that a significant portion of the Company's future revenue will be in dollars. The financial statements are presented in dollars, which is the functional currency of the Company. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 "Foreign Currency Translation". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. D. Cash and cash equivalents and restricted cash Cash and cash equivalents includes cash in hand, short–term deposits in banks and short-term highly liquid investment with an original maturity of up to three months, with a high level of liquidity that may be easily converted to known amounts of cash, and that are exposed to insignificant risk of change in value. The Company had a restricted cash balance of $46 at December 31, 2015. As of December 31, 2016, the Company had a zero restricted cash balance. E. Short-term bank deposit Short-term bank deposits are deposits with maturities of more than three months but less than one year. The short–term bank deposits are presented at their cost, including accrued interest, which approximates fair value. As of December 31, 2016, the Company's did not have any short–term bank deposit. F. Concentration of credit risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents and short-term bank deposits. The Company deposits these instruments with highly rated financial institutions, mainly in Israeli banks. The Company has not experienced any credit losses in these accounts and does not believe it is exposed to any significant credit risk on these instruments. 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: Length of useful life Depreciation rate Years % Office furniture and equipment 10-14 7-10 Laboratory equipment 3-7 15-33 Computers and auxiliary equipment 3 33 H. Impairment of Long-Lived Assets The Company's long-lived assets are reviewed for impairment in accordance with ASC 360-10 "Accounting for the Impairment or Disposal of Long-Lived Assets" 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, 2016, 2015 and 2014, no impairment losses were recorded. I. Research and development costs Research and development costs are expensed as incurred and consist primarily of personnel, subcontractors and consultants (mainly in connection with clinical trials) and materials for research and development and clinical activities. Grants received by the Company from NATI and from Israel-United States Binational Industrial Research and Development Foundation (the "BIRD Foundation") are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses. Such grants are included as a deduction of research and development costs (since at the time received the Company expects to generate sales from these projects and pay the royalties resulting from such sales). See Note 8B(1) below regarding the offset of grants received for participation in research and development expenses. J. Warrants to purchase preferred shares The Company accounts for freestanding warrants to purchase its preferred shares as a liability on the balance sheets at fair value. The warrants to purchase preferred shares are recorded as a liability as they include anti-dilution protection provision requiring a reduction in original exercise price as a result of subsequent issuance below the original exercise price. The warrants are subject to re-measurement to fair value at each balance sheet date and any change in fair value is recognized as a component of financial income (expense), net, in the statements of operations. The Company must adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants, or the conversion of convertible preferred shares into ordinary shares. Immediately prior to the consummation of the Company's IPO in February 2015, all of the remaining warrants to purchase preferred shares were converted to warrants to purchase ordinary shares, without the anti-dilution protection provision and the warrants were reclassified into equity at their current fair value (see Note 9). K. Fair Value Measurement 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. · Level 2. · Level 3. L. 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. As of December 31, 2016 and 2015, the Company is not a party to any ligation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows (see Note 8). M. Share-based compensation In accordance with ASC 718-10 "Compensation-Stock Compensation" the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations. The Company recognizes compensation expenses for the value of its awards granted based on the graded-vesting method over the requisite service period for each separately vesting portion of the award. ASU 2016-09, Compensation-Stock Compensation (Topic 718) allows companies to . For additional information, see Note 2O. 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 shares, 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. Prior to the Company's IPO, the fair value of the ordinary shares underlying the share options was determined based on recent equity investment rounds and fair value by the Company's management and approved by the Company's Board of Directors. After the IPO and until March 18, 2015, the date the units issued by the Company in the IPO were separated into one ordinary share and one-half of a series A warrant to purchase one ordinary share, the units ceased to exist and the ordinary shares began trading on the NASDAQ Capital Market ("Unit Separation Date"), the fair value of the ordinary shares underlying the share options has been derived by reference to the closing price of the Company's unit on the NASDAQ Capital Market on the relevant date using relative fair value for each component in the unit. After the Unit Separation Date, the grant date fair value for share-options awards is based on the closing price of the ordinary shares on the NASDAQ Capital Market on the date of grant and fair value for all other purposes related to share-options awards is the closing price of the Company's ordinary shares on the NASDAQ Capital Market on the relevant date. The fair value for options granted in 2016, 2015 and 2014 is estimated at the date of grant using a Black-Scholes-Merton option-pricing model with the following assumptions: December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Expected volatility 59%-60 % 44%-62 % 50%-60 % Risk-free rate 1.2-2.1 % 1.29%-2.28 % 1.45%-1.72 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5-10 4-10 5-6 Share price $ 2.22-$3.2 $ 3-$5.12 $ 3.01 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. N. Income taxes The Company accounts for income taxes in accordance with ASC 740-10 "Accounting for Income Taxes." This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with ASC 740, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered 'more-likely-than-not' that the position taken will be sustained by a taxing authority. As of December 31, 2016 and 2015, the Company had no unrecognized income tax positions and accordingly, there is no impact on the Company's effective income tax rate associated with these items. O. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") primarily In March 2016, the FASB issued ASU 2016 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) to require amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 3 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Composition: December 31, 2 0 1 6 2 0 1 5 Government institutions 69 400 Prepaid expenses 117 197 Deposits 56 55 Other assets - 28 242 680 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET Composition: December 31, 2 0 1 6 2 0 1 5 Cost: (1) Office furniture and equipment 115 100 Laboratory equipment 426 378 Computers and auxiliary equipment 335 396 876 874 Accumulated depreciation (2) 462 505 Property and equipment, net 414 369 Depreciation expenses amounted to $130, $92 and $78 for the years ended December 31, 2016, 2015 and 2014, respectively. (1) Includes disposals amounted to $173 in the year ended December 31, 2016. In the years ended December 31, 2015 and 2014 there were no disposals. (2) Includes disposals amounted to $173 in the year ended December 31, 2016. In the years ended December 31, 2015 and 2014 there were no disposals. |
SHORT TERM LOANS
SHORT TERM LOANS | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
SHORT TERM LOANS | NOTE 5 - SHORT TERM LOANS On January 4, 2015, the Company entered into a credit line agreement with Bank Leumi pursuant to which it was entitled to obtain a credit line in the principal amount of up to $1,000 ("the Bank Leumi Credit Facility"). The Bank Leumi Credit Facility was required to be repaid in full by the Company no later than April 1, 2015 and Bank Leumi's consent was required for early repayment. The drawn portion of the Bank Leumi Credit Facility bore interest at an annual rate of LIBOR plus 5.25% on the basis of a 365-day year, until paid in full. The Company drew the entire $1,000 Bank Leumi Credit Facility. The Company paid Bank Leumi a facility fee of $20 in connection with the facility. To secure the repayment of the Bank Leumi Credit Facility, the Company granted Bank Leumi (i) a first ranking fixed charge over the Company's goodwill; and (ii) a first ranking floating charge over all of the assets and rights of any type whatsoever, which the Company now has or may acquire in the future, subject to the rights of NATI (formerly known as the OCS) and the BIRD Foundation and the rights under existing and future liens in favor of the First Intentional Bank of Israel Ltd. securing debt or indentures of up to an aggregate amount of $100. On March 16, 2015, the Company repaid all amounts outstanding under the Bank Leumi Credit Facility with the proceeds of the IPO and concurrent Private Placement. |
EMPLOYEE BENEFITS AND PAYROLL A
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS | 12 Months Ended |
Dec. 31, 2016 | |
Employee-related Liabilities [Abstract] | |
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS | NOTE 6 - EMPLOYEE BENEFITS AND PAYROLL ACCRUALS A. Composition: December 31, 2 0 1 6 2 0 1 5 Short-term employee benefits: Benefits for vacation and recreation pay 210 275 Liability for payroll, bonuses and wages 518 963 728 1,238 B. Post-employment Benefits 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 Company's employees elected to be included under Section 14 of the Severance Pay Law, 1963 ("Section 14"). According to Section 14, employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in 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. C. Short-term employee benefits (1) Paid vacation days In accordance with the Yearly Vacation Law-1951 (the "Vacation Law"), the Company's employees are entitled to a number of paid vacation days for each year of employment. In accordance with the Vacation Law and its appendix, and as determined in the agreement between Company and the employees, the number of vacation days per year to which each employee is entitled is based on the seniority of the employee. The employee may use vacation days based on his or her needs and with the Company's consent, and to accrue the remainder of unused vacation days, subject to the provision of the Vacation Law. The vacation days utilized first are those credited for the current year and subsequently from any balance transferred from the prior year (on a "LIFO" basis). An employee who ceased working before utilizing the balance of vacation days accrued is entitled to payment for the balance of unutilized vacation days. (2) Related parties For information regarding short-term employee liabilities given to related parties, see Note 16. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 - INCOME TAXES A. The Company Check-Cap Ltd. is taxed according to Israeli tax laws: 1. Corporate tax rates in Israel The Israeli corporate tax rate was 26.5% in the years 2015 and 2014, 25% in year 2016. Future tax rates will be 24% in year 2017 and 23% from year 2018 onwards. 2. The Law for the Encouragement of Capital Investments, 1959 (the "Investments Law") Under the Investments Law, including Amendment No. 60 to the Investments Law as published in April 2005, by virtue of the "Approved Enterprise" or "Benefited Enterprise" status, the Company is entitled to various tax benefits as follows: a) Reduced tax rates The Company has one Benefited Enterprise program under the Investments Law, which entitles it to certain tax benefits with respect to income to be derived from the Company's Benefited Enterprise. During the benefits period, taxable income from its Benefited Enterprise program (once generated) will be tax exempt for a period of ten years commencing with the year the Company will first earn taxable income relating to such enterprise. The Company chose 2010 as the year of election (the "Year of Election"). Due to the location of the Company's offices, the Company believes it is entitled to a 10 year benefit period, subject to a 14 year limitation from the Year of Election, and therefore, the tax benefit period will in any event end in 2023. b) Conditions for entitlement to the benefits The benefits available to a Benefited Enterprise are subject to the fulfillment of conditions stipulated in the Investment Law and its regulations. c) Amendment of the Law for the Encouragement of Capital Investments, 1959 The Investments Law was amended as part of the Economic Policy Law for the years 2011-2012, which was passed by the Israeli Knesset on December 29, 2010 (the "Capital Investments Law Amendment"). The Capital Investments Law Amendment set alternative benefit tracks to those in effect prior to such amendment under the provisions of the Investments Law. The benefits granted to the Benefited Enterprises will be unlimited in time, unlike the benefits granted to special Benefited Enterprises, which will be limited for a 10-year period. The benefits shall be granted to companies that will qualify under criteria set forth in the law; for the most part, those criteria are similar to the criteria that were set forth in the Investments Law prior to its amendment. c. Amendment of the Law for the Encouragement of Capital Investments, 1959 (Cont.) Under the transitional provisions of the Investments Law, the Company is entitled to take advantage of the tax benefits available under the Investments Law prior to its amendment until the end of the benefits period, as defined in the Investments Law. The Company was entitled to set the "year of election" no later than tax year 2012, provided that the minimum qualifying investment was made not later than the end of 2010. On each year during the benefits period, the Company will be able to elect that the Investments Amendment applies to the Company, thereby making the tax rates described above available to the Company. An election to have the Capital Investments Amendment apply is irrecoverable. The Company elected not to have the Capital Investments Amendment apply to the Company. On December 22, 2016 the Knesset approved the 2017-2018 State budget which includes amendment number 73 to the law for the Encouragement of Capital investments. The amendment includes: 1) Adoption of tax benefits for high-tech preferred enterprises, based on the provisions and rules adopted 2) Reduction of corporate tax rate for all preferred enterprises from 9% to 7.5%. 3) Lowering the threshold for the conditions that were previously set in order to enter the track of a "special preferred enterprise" for very big enterprises entitled to a reduced tax rate of 5% in Area A or 8% in the rest of the country. 4) Updating the definitions of preferred income, preferred enterprise etc. 3. In accordance with the Income Tax Ordinance, as of December 31, 2016, all of Check-Cap Ltd.'s tax assessments through tax year 2011 are considered final. 4. The Company recorded $8 current taxes for the year ended December 31, 2016. The Company did not record current taxes for the years ended December 31, 2014 and 2015, since it had no taxable income during these years. 5. The net operating loss ("NOL") carry-forward of the Company equals to approximately $30.9 million. B. Check-Cap U.S. Inc. 1. Check-Cap U.S. Inc. is taxed according to U.S. tax laws. 2. There are no NOL carry-forward of Check-Cap U.S. Inc. C. Deferred income taxes 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. December 31, 2 0 1 6 2 0 1 5 Carry forward tax losses 30,939 23,565 Less valuation allowance (30,939 ) (23,565 ) - - D. Reconciliation of the theoretical tax expense to actual tax expense The main reconciling item between the statutory tax rate of the Company and the effective rate is the provision for full valuation allowance in respect of tax benefits from carry forward tax losses due to the uncertainty of the realization of such tax benefits (see above). |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 8 - COMMITMENTS AND CONTINGENT LIABILITIES A. Royalties provision 1. Royalties to an ASIC designer The Company has a liability to pay royalties for the development of an ASIC component which is used as an amplifier for the capture of signals at low frequencies from X-ray detectors contained in the capsule. The institution that developed the ASIC is entitled to receive royalties from the Company in the amount of € 0.5 ($0.53) for every ASIC component that the Company will sell, capped at € 200 (approximately $210). This royalty is considered as a liability. The royalties' liability is calculated based on estimated future sales generated by products which include the ASIC component. As of December 31, 2016, the Company believes that it will be required to pay the above mentioned royalties, and accordingly, recorded, as of December 31, 2016, a provision in a total amount of $139. 2. Reimbursement liability to Predecessor Entity's unit holders On May 31, 2009, the Company entered into an asset transfer agreement with Check Cap LLC (the "Predecessor Entity"), a company with the same shareholders as the Company at the time of transfer. According to the agreement, the Predecessor Entity transferred all of its business operations and substantially all of its assets to the Company, including development and consulting agreements, cash, property and equipment and intangible ownership rights, free of any debt. As part of the reorganization the Company committed to reimburse the unit holders of the Predecessor Entity for any tax burdens that may be imposed on them due to the reorganization. The reimbursement liability is calculated assuming deemed royalties are paid to the U.S. unit holders of the Predecessor Entity under Section 367(d) of the and is based in part on the forecasted sales of the Company. The contingent liability was calculated using the expected cash outflows discounted using a discount factor commensurate with the risk of the Company. Any updates in the expected cash outflows and the liability will be charged to earnings. As of December 31, 2016, the balance of the reimbursement liability totaled $382. December 31, 2 0 1 6 2 0 1 5 Royalties to an ASIC designer 139 159 Reimbursement liability to Predecessor Entity's unit holders 382 418 521 577 B. Commitments (1) Royalties The Company's research and development efforts are financed, in part, through funding from NATI (formerly known as the OCS) and the BIRD Foundation. Since the Company's inception through December 31, 2016, the Company received funding from NATI and the BIRD Foundation in the total amount of $5.1 million and $127, respectively. According to the terms of applicable law as currently in effect and the grants, NATI is entitled to royalties equal to 3-5% (or at an increased rate under certain circumstances) of the revenues from sales of products , up to the full principal amount (which may be increased under certain circumstances) of the U.S. Dollar-linked value of the grants, plus interest at the rate of 12-month LIBOR. The obligation to pay these royalties is contingent on actual sales of the applicable products and services and in the absence of such sales, no payment is required. As of December 31, 2016, the Company had a contingent obligation to NATI in the amount of $5.3 million. On July 13, 2014, the Company entered into a Cooperation and Project Funding Agreement with the BIRD Foundation and Synergy, pursuant to which the BIRD Foundation has agreed to award a grant in the maximum amount of the lesser of (i) $900; and (ii) 50% of the actual expenditures for the funding of a project entitled "Collection & Analysis of Gastrointestinal Images for Diagnostic Adenomatic Polyps and Colorectal Cancer." The development work was to be performed over a 24-month period by Synergy (or a subcontractor on its behalf) and the Company. According to the terms of the grant, the BIRD Foundation is entitled to royalties equal to 5% of the gross revenues derived from the product funded by the project, up to 100%, 113%, 125%, 138% and 150% of the U.S. Consumer Price Index linked sum granted by the BIRD Foundation if repaid within one year, two years, three years, four years and five or more years, respectively. Under the terms of the agreement, if any portion of the product funded by the project is sold outright to a third party prior to full repayment of the grant to the BIRD Foundation, one-half of the sale proceeds will be applied to the repayment of the grant. If the funded product is licensed to a third party, 30% of all payments received under the respective license agreement must be paid to the BIRD Foundation in repayment of the grant. As of December 31, 2016, the Company had received funding from the BIRD Foundation in the aggregate amount of approximately $127. The Company shall not be receiving additional funding from the BIRD Foundation for the project, which is no longer active; however, it is considering applying to the BIRD Foundation for funding for related projects. Based on the aggregate expenses that the Company incurred for the project, it is required to refund to the BIRD Foundation an amount of approximately $12. As of December 31, 2016, we had not paid any royalties to the BIRD Foundation and had a contingent obligation to the BIRD foundation in the amount of $127. (2) Rental agreement The Company leases approximately 900 square meters at a facility located in Isfiya, Israel under a lease agreement expiring on May 31, 2022. The Company has the right to terminate the agreement at any time, upon as least 60 days prior written notice. The rental expenses recorded by the Company for the years ended December 31, 2016, 2015 and 2014 were $78, $67 and $60, respectively. (3) Agreements for brokerage services See Note 10C(2)(d). (4) Vehicle Lease and Maintenance Agreements The Company entered into several 32-36 months lease and maintenance agreements for vehicles, which are regularly amended as new vehicles are leased. The current monthly lease fees aggregate approximately $15. The expected lease payments for the years ending December 31, 2017, 2018 and 2019 are approximately $140, $80 and $5, respectively. Operating lease obligations as of December 31, 2016: Lease agreement for vehicles 29 Lease agreement for office facilities lease 13 42 C. Legal As of the date of the financial statements, the Company has not been and is not a party to any pending litigation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 - FAIR VALUE MEASUREMENTS Financial instruments measured at fair value on a recurring basis include warrants for preferred shares. The warrants were classified as a liability in accordance with ASC No. 480 "Distinguishing Liabilities From Equity". These warrants were classified as level 3 in the fair value hierarchy since some of the inputs used in the valuation were determined based on management's assumptions. The fair value of the warrants on the issuance date and on subsequent reporting dates was determined using option-pricing-model utilizing the assumptions noted below. The fair value of the underlying preferred share price was determined by the board of directors considering, among others, third party valuations. The valuation of the Company was performed using a discounted cash flow model. The option-pricing-model method was then employed to allocate the enterprise value among the Company's various equity classes, deriving a fully marketable value per share for the preferred share. The expected terms of the warrants were based on the remaining contractual expiration period. The expected share price volatility for the shares was determined by examining the historical volatilities of a group of the Company's industry peers as there is no trading history of the Company's shares. The risk-free interest rate was calculated using the average of the published interest rates for U.S. Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption was zero as there is no history of dividend payments. The following assumptions were used to estimate the value of the warrants to purchase series C1 and C2 convertible preferred shares: February 24, 2015 (conversion date) December 31, 2 0 1 5 2 0 1 4 Expected volatility 55.69 % 51.7 % Risk-free rate 1.21 % 1.58 % Dividend yield 0 % 0 % Expected term (in years) 4.17 4.20 On November 22, 2014 and January 21, 2015, 18,586 and 8,366 warrants to purchase series C2 preferred shares expired, respectively. The remaining 41,822 warrants to purchase series C1 preferred shares and 50,399 warrants to purchase series C2 preferred shares were converted to 92,221 warrants to purchase ordinary shares, effective as of immediately prior to the consummation of the IPO. The following assumptions were used to estimate the value of the warrants to purchase series D1 and D2 preferred shares: December 31, 2 0 1 4 Expected volatility 60.12 % Risk-free rate 0.05 % Dividend yield 0 % Expected term (in years) 0.21 On February 24, 2015, all of the warrants to purchase preferred shares were converted into warrants to purchase ordinary shares (See Note 1D) and lost their anti-dilution protection provision. As a result, these warrants were converted into equity. Series D1 and D2 warrants expired on March 17, 2015. The Company's management estimated that the value of these warrants as of February 24. 2015 (the conversion date) was immaterial. The change in the fair value of warrants to purchase preferred shares is summarized below: December 31, 2 0 1 5 2 0 1 4 Balance at the beginning of year 407 3,926 Conversion to warrants to purchase ordinary share immediately prior to the IPO (233 ) - Change in fair value (174 ) (3,519 ) Balance at the end of year - 407 |
SHAREHOLDERS' EQUITY (DEFICIENC
SHAREHOLDERS' EQUITY (DEFICIENCY) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY (DEFICIENCY) | NOTE 10 - SHAREHOLDERS' EQUITY A All the ordinary and preferred shares, options and warrants exercise prices, price per share and loss per share amounts have been adjusted retroactively for all periods presented in these financial statements, to reflect the 1 for 20 reverse stock split effected immediately prior to the consummation of the IPO on February 24, 2015 (See Note 1C). B See Note 1D regarding the conversion on a 1:1 basis, of each and every class and series of the Company's authorized and outstanding preferred shares into the Company's Pre-Split Ordinary Shares and the conversion on a 1:1 basis of all outstanding preferred share warrants into warrants to purchase Pre-Split Ordinary Shares, each of which occurred immediately prior to the consummation of the IPO on February 24, 2015. C Ordinary shares 1. The ordinary shares provide their owners with rights to receive dividends in cash and shares, and rights to participate at the time of distributing liquidation dividends. Additionally, the ordinary shareholders have the right to vote at shareholder meetings in a manner that each share provides one voting right to its holder. 2. Changes in ordinary share capital a. On May 11, 2010, the Company issued, free of charge, to all of its shareholders (except for certain ordinary shareholders), warrants to purchase an aggregate of 390,276 ordinary shares (hereafter- "Anti-dilution Warrants"). The Anti-dilution Warrants were issued in order to prevent the dilution of the holdings of such Company shareholders due to certain options granted to the Company's CEO (hereafter- "CEO options"). The Anti-dilution Warrants were subject to automatic exercise , without consideration (unless the holder thereof objected to such exercise), upon the exercise by the Company's CEO of the CEO Options. The fair value of the Anti-dilution Warrants on the grant date was immaterial. Immediately prior to the consummation of the IPO, the CEO exercised the CEO options and 171,715 Anti-dilution Warrants were automatically exercised, additional 33,884 Anti-dilution Warrants were exercised following the IPO and prior to December 31, 2015, and additional 653 Anti-dilution Warrants were exercised during the year ended December 31, 2016. As of December 31, 2016 and December 31, 2015, 179,539 and 180,192 Anti-dilution Warrants were outstanding, respectively. b. On February 24, 2015, the Company consummated an IPO in the U.S. of 2,000,000 units at a public offering price of $6 per unit, before underwriting discounts and offering expenses. Each unit consisted of one ordinary share and one-half of a Series A Warrant to purchase one ordinary share. Each unit was issued with one and one-half non-transferrable Long Term Incentive Warrants. Each whole Series A Warrant entitles the holder to purchase one ordinary share at an exercise price of $7.50. Upon vesting, each Long Term Incentive Warrant entitles the holder to purchase one ordinary share at an exercise price of $6.90. The Company granted the underwriters a 45-day over-allotment option to purchase up to 300,000 additional units (together with an accompanying 450,000 Long Term Incentive Warrants). The option to purchase additional 100,000 units was partially exercised on March 6, 2015. The units were separated into one ordinary share and one-half of a Series A Warrant to purchase one ordinary share on March 18, 2015, and the units ceased to exist as of such date. On April 6, 2015, the option to purchase additional 150,000 ordinary shares and 75,000 Series A Warrants was partially exercised. The Company received net proceeds from the IPO and partial exercise of the over-allotment option of approximately $10.8 million (net of issuance cost of approximately $2.9 million, including certain warrants with a value of $196 issued in connection with the IPO). c. Immediately prior to the consummation of the IPO, certain members of the Company's management exercised options to purchase 307,467 ordinary shares granted to them under the 2006 Unit Option Plan. d. On August 20, 2014, the Company entered into a certain credit line agreement, pursuant to which it obtained a credit line in an aggregate principal amount of $12 million from certain lenders and existing shareholders (the "Lenders"). The credit line amount was deposited in an escrow account at the closing, which was consummated on October 14, 2014. The Company issued to each Lender at closing a warrant (collectively, the "Credit Line Warrants"), to purchase a number of the Company's ordinary shares constituting 2% of its share capital on a fully diluted basis (assuming conversion of all of the Company's convertible securities into ordinary shares at a 1:1 conversion rate) as of the closing for each $1 million (or portion thereof) extended by such Lender. The Company issued Credit Line Warrants ("CLA Warrants") to purchase in the aggregate 2,658,463 of its ordinary shares. The CLA Warrants are exercisable for a period of ten years at an exercise price of NIS 0.2 per share, and may be exercised on a net issuance basis. Under the terms of the credit line agreement, the Company directed that the entire credit line amount (that was in escrow) be invested in the Private Placement, consummated simultaneously with the consummation of the IPO on February 24, 2015. The Company issued to the Lenders 2,000,000 units at a price of $6 per unit, before issuance cost. Each unit consisted of one ordinary share and one-half of a Series A Warrant to purchase one ordinary share. Each unit was issued with one and one-half non-transferrable Long Term Incentive Warrants. Each whole Series A Warrant entitles the holder to purchase one ordinary share at an exercise price of $7.50. Upon vesting, each Long Term Incentive Warrant entitles the holder to purchase one ordinary share at an exercise price of $6.90. The Company received net proceeds from the Private Placement of approximately $10.9 million (net of issuance cost of approximately $1.2 million, including certain warrants with a value of $125 issued in connection with the Private Placement). Upon the closing of the Private Placement, the Company issued to certain finders engaged by the Company in connection with the credit line agreement warrants to purchase 70,010 ordinary shares, with an exercise price of $5.06 per share and exercisable until the end of two years from grant date, and warrants to purchase 17,117 ordinary shares, with an exercise price of NIS 0.2 ($0.05) per share and exercisable until the end of two years from grant date. These grants were accounted for as a deduction of equity. In addition, the brokerage services providers received $0.9 million in cash commission. On February 24, 2017, warrants to purchase 70,010 ordinary shares expired. e. During the year ended December 31, 2015, certain Private Placement investors exercised CLA Warrants to purchase an aggregate 569,355 ordinary shares at a price per share equal to NIS 0.2 ($0.05) and CLA Warrants to purchase an aggregate 988,152 ordinary shares on a cashless basis, which resulted in the expiration of 24,277 CLA Warrants. During the year ended December 31, 2016, certain Private Placement investors exercised CLA Warrants to purchase an aggregate 110,769 ordinary shares at a price per share equal to NIS 0.2 ($0.05) and CLA Warrants to purchase an aggregate 414,049 ordinary shares on a cashless basis, which resulted in the expiration of 9,091 CLA Warrants. As of December 31, 2016 and December 31, 2015, 1,076,679 and 542,770 CLA Warrants were outstanding, respectively. f. Upon the closing of the IPO, the Company issued warrants to purchase 100,000 ordinary shares at an exercise price of $7.50 to the IPO lead underwriter and warrants to purchase 15,000 ordinary shares at an exercise price of $6 to the Company's U.S. legal counsel. g. On June 24, 2015, the Company entered into Amendment No. 1 to the Warrant Agreement, dated June 24, 2015, between the Company and American Stock Transfer & Trust Company LLC, as Warrant Agent, to extend the Registration Due Date to the date which is 180 days following the date of closing of the Company's initial public offering (i.e., August 23, 2015) in order to allow the shareholders who were the original purchasers of IPO Units additional time to become the direct registered owners of the ordinary shares underlying the IPO Units. As of December 31, 2016 and December 31, 2015, 4,667,467 and 5,076,626 Long Term Incentive Warrants were outstanding, respectively. h. On August 11, 2016, the Company consummated a registered direct offering of 643,614 ordinary shares at a price of $1.90 per share and pre -funded warrants to purchase 2,514,281 ordinary shares at a purchase price of $1.85 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.05 per share, subject to certain adjustments and will expire on August 11, 2023, unless otherwise extended in accordance with the terms of the pre-funded warrants. The Company received gross proceeds from the registered direct offering of approximately $5.9 million (including proceeds from the exercise of 575,000 pre-funded warrants at the closing of the offering). As of December 31, 2016, additional pre-funded warrants to purchase an aggregate 1,649,281 ordinary shares had been exercised, for additional proceeds of $82.5 . As of December 31, 2016, 290,000 pre-funded warrants were outstanding. On January 23, 2017, the remaining pre-funded warrants to purchase 290,000 ordinary shares were exercised, . |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 11 - SHARE-BASED COMPENSATION A. General 1. In connection with the transfer of all of the business operations and substantially all of the assets of Check-Cap LLC to the Company in 2009, the Company assumed the Check-Cap LLC 2006 Unit Option Plan (hereafter: the "2006 Plan"). According to the 2006 Plan, the Company is authorized to grant options to purchase ordinary shares of the Company to employees, directors and consultants of the Company. The options granted according to the 2006 Plan are generally exercisable for 10 years from the grant date unless otherwise determined by the Company's Board of Directors, vest over a period to be determined by the Company's Board of Directors, and have an exercise price to be determined by the Company's Board of Directors . 2. On January 15, 2015, the Board of Directors resolved to increase the number of ordinary shares by 4% of the Company's fully-diluted share capital (including the option pool) immediately following the consummation of the IPO. As a result, the number of the Company's ordinary shares reserved for issuance under the 2006 Plan increased by 967,747. 3. On April 6, 2015, the Company's Board of Directors resolved to increase the number of ordinary shares of the Company's reserved for issuance under the 2006 Plan by 1,718,540 shares. 4. On August 13, 2015, the shareholders approved and adopted the Check-Cap Ltd. 2015 Equity Incentive Plan (the "2015 Israeli Plan") and the Check-Ltd. 2015 United States Sub-Plan to Check-Cap Ltd. 2015 Equity Incentive Plan (the "2015 U.S. Sub-Plan" and together with the 2015 Israeli Plan, the "2015 Plan"). As of such date, the Company ceased to grant options under the 2006 Plan. All of the remaining shares authorized but unissued under the 2006 Plan were rolled over to the 2015 Plan. B. Details of share-based grants made by the Company The following tables presents the grant dates, number of underlying shares and related exercise prices of awards granted to employees and non-employees during the years 2016, 2015and 2014 as well as the estimated fair value of the underlying ordinary shares on the grant date : Grant date No. of options Expiration date Exercise price Fair value on grant date October 14, 2014 (1) 581,542 October 14, 2024 (* ) $ 3.01 February 24, 2015 (4) 302,420 February 24, 2025 $ 5.06 $ 2.73 March 15, 2015 (5) 60,484 March 15, 2025 $ 5.08 $ 2.71 May 19, 2015 (6) 523,621 May 19, 2025 $ 4.57 $ 2.50 June 1, 2015 (7) 48,387 June 1, 2025 $ 5.06 $ 2.80 June 3, 2015 (8) 189,043 June 3, 2025 $ 4.35 $ 2.60 August 13, 2015 (9) 324,750 August 13, 2025 $ 3.68 $ 1.80 August 13, 2015 (10) 425,000 August 13, 2025 $ 3.68 $ 1.85 October 20, 2015 (11) 38,369 October 20, 2025 $ 2.79 $ 1.72 February 29, 2016 (12) 19,680 March 1, 2026 $ 2.37 $ 2.01 May 4, 2016 (13) 91,247 May 4, 2026 $ 2.89 $ 1.45 August 4, 2016 (14) 4,839 August 4, 2026 $ 1.28 $ 1.70 October 31, 2016 (15) 2,420 October 31, 2026 $ 1.97 $ 1.32 Grant date No. of warrants Expiration date Exercise price Fair value on grant date February 18, 2015 100,000 February 18, 2019 $ 7.50 $ 1.62 February 24, 2015 15,000 February 24, 2019 $ 6.00 $ 2.25 October 14, 2014 (2) 221,539 October 14, 2022 (* ) $ 3.01 Various dates in 2015 (3) 87,127 Various dates in 2017 (** ) $ 1.43 (*) See Note 11B(1) (**) See Note 11B(4) 1. On October 14, 2014, the Company's Board of Directors approved the grant of options to purchase an aggregate 581,542 ordinary shares, at an exercise price of NIS 0.2 per share, to the Company's management. Management subsequently agreed that the exercise price of fifty-percent of such options will increase to equal the price at which the Company's ordinary shares are sold to the public in the IPO, or if units are sold in the IPO, the exercise price per share will increase to be equal to the effective price per share of the ordinary shares underlying the units sold to the public in the offering, and will vest and become exercisable only upon the consummation of the IPO. The remaining options with an NIS 0.2 exercise price will vest on a quarterly basis in eight equal installments during a period of 24 months from issuance. Upon the closing of the IPO on February 24, 2015, any unvested portion of these warrants became fully vested and exercisable. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $1.7 million. This amount is charged to statement of operations over the vesting periods. 2. On October 14, 2014, the Company's Board of Directors approved the grant of warrants to purchase an aggregate 221,539 ordinary shares NIS 0.2 par value of the Company at an exercise price of NIS 0.2 per share to certain Pontifax entities in consideration of their commitment to provide to the Company, for no consideration, business development services and a representative designated by Pontifax to serve as the chairman of the Company's Board of Directors. Pontifax subsequently agreed that the exercise price of fifty-percent of such warrants will increase to equal the price at which the Company's ordinary shares are sold to the public in the IPO or if units are sold in the IPO, the exercise price per share will increase to be equal to the effective price per share of the ordinary shares underlying the units sold to the public in the offering, and will vest and become exercisable only upon the consummation of the IPO prior to their expiration date. The remaining warrants with an NIS 0.2 exercise price will vest on a quarterly basis in eight equal installments during a period of 24 months from issuance. Upon the closing of the IPO on February 24, 2015, any unvested portion of these warrants became fully vested and exercisable. In addition, Pontifax agreed to reduce the term of the warrants such that these warrants will expire after eight years (instead of ten years) following their issuance, i.e., on October 14, 2022. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $667. This amount is charged to statement of operations over the vesting periods. 3. Certain finders engaged by the Company were entitled, according to the terms of their respective engagements with the Company, to be issued warrants to purchase ordinary shares upon and subject to the closing of the Private Placement pursuant to the credit line agreement dated August 20, 2014, as amended. On April 6, 2015, the Company's Board of Directors approved the grant to certain finders of warrants to purchase an aggregate 70,010 ordinary shares, at an exercise price of $5.06 per share. On October 20, 2015, the Company's Board of Directors approved the grant to certain finders of additional warrants to purchase an aggregate 17,117 ordinary shares, at an exercise price of NIS 0.2 per share. The warrants included in the two grants were fully (100%) vested on grant date. The compensation payment was based on the fair value on the grant date, and was estimated at approximately $125. This amount is charged to shareholders' equity as Private Placement issuance cost. 4. On January 15, 2015, the Company's shareholders approved the grant of options to certain members of the Company's Board of Directors to purchase an aggregate 302,420 ordinary shares, at an exercise price equal to the effective price per share of the ordinary shares underlying the units sold to the public in the IPO. Following the IPO the effective exercise price was determined at $5.06 per share. The options shall vest over a period of three years commencing on the date of grant in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $826. This amount is charged to statement of operations over the vesting periods. 5. On April 6, 2015, the Company's shareholders approved the grant of options to purchase 60,484 ordinary shares, at an exercise price of $5.08, to a member of the Company's Board of Directors. The options shall vest over a period of three years commencing on the date of grant in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $164. This amount is charged to statement of operations over the vesting periods. 6. On May 19, 2015, the Company's shareholders approved the grant of options to purchase an aggregate 463,137 ordinary shares, at an exercise price of $4.57, to the Company's former president of U.S. operations, who now serves as the Company's CEO. The options shall vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and thereafter and the remaining options will vest in monthly installments. In addition, the Company's sharesholders approved the grant of options to purchase 60,484 ordinary shares, at an exercise price of $4.57, to a member of the Company's Board of Director. The options shall vest over a period of three years commencing on the date of grant in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $1.3 million. This amount is charged to statement of operations over the vesting periods. 7. On February 12, 2015, the Company's shareholders approved the grant of options to purchase 48,387 ordinary shares, at an exercise price of $5.06, to a member of the Company's Board of Directors, in consideration for certain business development services in Asia under a consulting agreement. The options shall vest over a period of three years commencing on the date of grant in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $136. This amount is charged to statement of operations over the vesting periods. 8. On June 3, 2015, the Company's Board of Directors approved the grant of options to purchase an aggregate 189,043 ordinary shares, at an exercise price of $4.35, to employees and consultants of the Company The compensation expense was based on the fair value on the grant date, and was estimated at approximately $491. This amount is charged to statement of operations over the vesting periods. 9. On August 13, 2015, the Company's Board of Directors approved the grant of options to purchase 324,750 ordinary shares to its CEO at an exercise price of $3.68. The options shall vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and thereafter, the remaining options will vest in monthly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $586. This amount is charged to statement of operations over the vesting periods. 10. On August 13, 2015, the Company's Board of Directors approved the grant of options to purchase up to 425,000 ordinary shares to its CEO at an exercise price of $3.68. The options shall vest over a period of four years commencing on the date of grant, such that on each of the four anniversaries after the date of grant a number of options will vest and become exercisable calculated as follows: (a) 425,000 multiplied by a quotient equal to the aggregate number of our Series A Warrants and Long Term Incentive Warrants that have been exercised prior to the applicable anniversary measurement date (to be adjusted to reflect any stock splits, reverse splits, bonus shares and the like) divided by 8,500,000, less (b) the aggregate number of such options that vested prior to such vesting measurement date, provided that in no event shall more than 106,250 of such options vest during any 12-month period of his employment (to be accumulated on a `carry-forward` basis). The compensation expense was based on the fair value on the grant date, and was estimated at approximately $ 700. No expenses were recorded during the year ended December 31, 2015. 11. On October 20, 2015, the Company's Board of Directors approved the grant of options to purchase an aggregate 38,369 ordinary shares to certain of the Company's employees at an exercise price of $2.79. The options shall vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and thereafter, the remaining options will vest in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $58. This amount is charged to statement of operations over the vesting periods. 12. On February 29, 2016, the Company's Board of Directors approved the grant of options to purchase an aggregate 19,680 ordinary shares to certain of the Company's employees and service providers at an exercise price of $2.37. The options shall vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and thereafter, the remaining options will vest in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $40. This amount is charged to statement of operations over the vesting periods. 13. On May 4, 2016, the Company's Board of Directors approved the grant of options to purchase an aggregate 91,247 ordinary shares to certain of the Company's employees at an exercise price of $2.89. The options shall vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and thereafter, the remaining options will vest in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $132. This amount is charged to statement of operations over the vesting periods. 14. On August 4, 2016, the Company's Board of Directors approved the grant of options to purchase 4,839 ordinary shares to certain of the Company's employees at an exercise price of $1.28. The options shall vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and thereafter, the remaining options will vest in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $8. This amount is charged to statement of operations over the vesting periods. 15. On October 31, 2016, the Company's Board of Directors approved the grant of options to purchase 2,420 ordinary shares to certain of the Company's employees at an exercise price of $1.97. The options shall vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and thereafter, the remaining options will vest in quarterly installments. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $3. This amount is charged to statement of operations over the vesting periods. C. Options Fair Value The parameters which were used in applying the model are as follows: Share price (in $) Exercise price (in $) Expected volatility (in %) Option term (in years) Risk free interest rate (in %) Anticipated rate of dividends (in %) October 14, 2014 3.01 See Note 11B (1). 50-60 5-6 1.45-1.72 0 February 18, 2015 5.06 7.50 55 4 1.36 0 February 24, 2015 5.12 6 56 4 1.29 0 February 24, 2015 5.12 5.06 55-62 5-6.5 1.47-1.79 0 March 15, 2015 5.08 5.08 55-61 5-6.5 1.59-1.92 0 May 19, 2015 4.22 4.57 44-60 5.5-7 1.62-2.03 0 June 1, 2015 4.18 5.06 56-61 5-6.5 1.50-2.20 0 June 3, 2015 4.35 4.35 56-61 5-10 1.50-2.20 0 August 13, 2015 3.44 3.68 55-60 5.5-7 1.58-1.94 0 August 13, 2015 3.44 3.68 55-60 5.5-7 1.58-1.94 0 October 20, 2015 3.00 2.79 57-61 5-10 1.75-2.28 0 February 29, 2016 3.20 2.37 59.32 5-10 1.70 0 May 4, 2016 2.70 2.89 59.43 5-10 1.20 0 August 4, 2016 2.44 1.28 59.72 5-10 1.33 0 October 31, 2016 2.22 1.97 59.27 5-10 2.10 0 D. Effect of share-based compensation transactions on the Company's statements of operations For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Research and development, net 234 790 104 General and administrative 975 2,934 208 Total 1,209 3,724 312 E. A summary of the Company's option activity related to options granted to employees, service providers and directors, and related information under the 2006 Plan and the 2015 Plan is as follows: Year ended December 31, 2016 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 2,773,171 4.01 7.99 (5,878 ) Granted 118,186 2.72 Exercised - - Forfeited (396,529 ) 4.21 Outstanding at the end of the year 2,494,828 3.92 7.39 (3,908 ) Exercisable at the end of the year 1,280,694 3.90 6.34 (1,986 ) Year ended December 31, 2015 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 1,299,514 2.73 7.36 1,854 Granted 1,950,547 4.28 Exercised (307,467 ) 0.05 Forfeited (169,423 ) 4.6 Outstanding at the end of the year 2,773,171 4.01 7.99 (5,878 ) Exercisable at the end of the year 1,092,544 3.89 5.94 (2,180 ) Year ended December 31, 2014 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 771,446 3.02 5.55 510 Granted 581,542 2.56 Exercised - - Forfeited (53,474 ) 4.94 Outstanding at the end of the year 1,299,514 2.73 7.36 1,854 Exercisable at the end of the year 619,057 2.92 5.15 1,854 1. The weighted average grant date fair values of options granted during the years ended December 31, 2016, 2015 and 2014 were $1.55, $2.26, and $3.01, respectively. 2. 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 exercised their options on the last date of the exercise period. No option was exercised during the years ended December 31, 2016 and 2014. The total intrinsic value of options exercised for the year ended December 31, 2015 was $1.5 million. As of December 31, 2016 and 2015 , |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES, NET | 12 Months Ended |
Dec. 31, 2016 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 12 - RESEARCH AND DEVELOPMENT EXPENSES, NET Composition: For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Salaries and related expenses 4,683 3,585 2,425 Share-based compensation 234 790 104 Materials 596 608 385 Subcontractors 320 688 294 Depreciation 121 85 72 Cost for registration of patents 150 153 72 Others 511 282 123 6,615 6,191 3,475 Less participation of the NATI and BIRD Foundation (1,124 ) (354 ) (643 ) Total research and development, net 5,491 5,837 2,832 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
General and Administrative Expense [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES Composition: For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Salaries and related expenses 1,411 1,830 952 Share-based compensation 975 2,934 208 Professional services 354 609 114 Office rent and maintenance 144 108 105 Depreciation 9 7 7 Others 678 1,138 317 Total general and administrative 3,571 6,626 1,703 |
FINANCE INCOME (EXPENSES), NET
FINANCE INCOME (EXPENSES), NET | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
FINANCE INCOME (EXPENSES), NET | NOTE 14 - FINANCE INCOME (EXPENSES), NET Composition: For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Interest income on short-term deposits 139 61 10 Bank fees and interest expenses (7 ) (47 ) (6 ) Changes in provision for royalties 56 (33 ) 415 Exchange rate differences 56 18 (13 ) Revaluation of fair value of warrants to purchase preferred share - 174 3,519 Total financing income 244 173 3,925 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 15 - LOSS PER SHARE Basic loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares outstanding during each year, plus the dilutive potential of the ordinary shares considered outstanding during the year, in accordance with ASC 260-10 "Earnings per share". All outstanding options and warrants have been excluded from the calculation of the diluted loss per share for each period presented, since all such securities have an anti-dilutive effect. The following table sets forth the computation of the Company`s basic and diluted net loss per ordinary share: For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Net loss 8,826 12,290 610 Preferred shares dividend - 295 1,958 Net loss attributable to ordinary shares 8,826 12,585 2,568 Shares used in computing net loss per ordinary share, basic and diluted (in thousands) 14,499 11,918 2,181 Net loss per ordinary share, basic and diluted 0.61 1.06 1.18 Instruments that may potentially dilute the basic loss per share in the future, but were not included in the calculation of diluted loss per share, since their effect is anti-dilutive. For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 14 (number) Warrants and share options 10,182 9,535 780 Preferred shares - 654 4,339 24,681 22,107 7,300 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 16 - RELATED PARTIES A. Compensation to the non-executive directors: For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Fees, including reimbursement of expenses 238 291 15 Share-based compensation 252 1,264 69 490 1,555 84 B. Transactions with related parties: For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Consulting fees, including share based compensation and reimbursement of expenses (1) 67 177 40 Key man life insurance premium (3) 12 11 11 79 188 51 1) On July 1, 2005, the Company entered into an agreement with Hadar Kimchy according to which Hadar Kimchy provided marketing communication and graphical design services to the Company in consideration for a monthly fee of NIS 10,260 ($3). On August 1, 2014, the monthly fee was increased to NIS 13,680 ($4). Such services were provided to the Company by Sigalit Kimchy, who is employed by Hadar Kimchy. On April 4, 2016, the agreement was terminated. On April 4, 2016, the Company entered 2) The Company engaged Mr. XiangQian (XQ) Lin, who has served as a director since February 24, 2015, to provide certain business development services in Asia under a consulting agreement entered into with him on June 1, 2015. As compensation for his services, Mr. Lin is entitled to a monthly fee of $10 for up to five hours per month and $300 per hour for any consultancy hour exceeding such five hours required to perform such services. In addition, during 2015 the Company awarded Mr. Lin a one-time option grant to purchase 48,387 ordinary shares, exercisable at $5.06 per share. o expenses related to the agreement with Mr. Lin were recorded in 2016. 3) In connection with the asset transfer agreement entered into with the Predecessor Entity in May 2009, the Company assumed the former obligation of the Predecessor Entity to distribute any proceeds it collects on the $1 million key man life insurance policy with respect to Yoav Kimchy, the Company's chief technology officer and a former director, to the former holders of the Series A preferred units in an amount equal to their respective capital contributed to the Predecessor Entity, less any amounts previously distributed to them, plus any accrued and unpaid dividends due to them as of the date of distribution. On November 16, 2016, the Company cancelled the key man life insurance policy with respect to Yoav Kimchy. C. Participation in the Company's IPO and concurrent Private Placement 1) IPO: As discussed in Note 10C(2)(b), on February 24, 2015, the Company consummated the IPO of 2,000,000 units, at a public offering price of $6 per unit, before underwriting discounts and offering expenses. Each unit consisted of one ordinary share and one-half of a Series A Warrant to purchase one ordinary share. Each unit was issued with one and one-half non-transferrable Long Term Incentive Warrants. The following principal shareholders prior to the IPO purchased units in the IPO at a price of $6 per unit. The units purchased by such shareholders, together with the proceeds, before expenses, to the Company, are shown in the table below: Beneficial owner Shares purchased Series A Warrants purchased Long Term Incentive Warrants purchased Proceeds, before expenses, to the Company Pontifax Funds 125,000 62,500 187,500 $ 750 Docor International B.V. 41,666 20,833 62,499 $ 250 Esco Ventures Pte Ltd 166,667 83,333.5 250,000.5 $ 1,000 2) Private Placement As discussed in Note 10C(2)(c), on August 20, 2014, the Company entered into a certain credit line agreement, pursuant to which it obtained a credit line in an aggregate principal amount of $12 million from the Lenders. the Company issued to the Lenders CLA Warrants to purchase in the aggregate 2,658,463 of its ordinary shares. n February 24, 2015 The Company issued a total of 2,000,000 units to the Lenders at a public offering price of $6 per unit, before expenses. Each unit consisted of one ordinary share and one-half of a Series A Warrant to purchase one ordinary share. Each unit was issued with one and one-half non-transferrable Long Term Incentive Warrants. The following principal shareholders prior to the IPO, purchased units in the Private Placement at a price of $6 per unit. The units purchased, together with the proceeds, before expenses, to the Company, are shown in the table below: Beneficial owner CLA Warrants Shares purchased Series A Warrants purchased Long Term Incentive Warrants purchased Proceeds, before expenses, to the Company Pontifax Funds 332,337 250,001 125,000.5 375,001.5 $ 1,500 Docor International B.V. 110,769 83,334 41,667 125,001 $ 500 Counterpoint Ventures Fund II LP 56,493 42,500 21,250 63,750 $ 255 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates in Preparation of Financial Statements | A. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of Consolidation | B. Principles of Consolidation The Company's consolidated financial statements include the financial statements of Check-Cap Ltd. and its wholly-owned subsidiary, Check-Cap U.S., Inc. The Company's consolidated financial statements are presented after elimination of inter-company transactions and balances. |
Financial statements in U.S dollars | C. Financial statements in U.S. dollars The Company has not yet generated revenues and the majority of its expenses are in U.S. dollar (dollar or USD) or NIS, while none of these currencies is significantly material compared to the other. Management judgment, in setting the dollar as the Company's functional currency, is based mainly on the following criteria: The Company's budget and other Company internal reports, including reports to the Company's Board of Directors and investors, are presented in dollars. Management is using these reports in order to make decisions for the Company. All of the Company's equity and debt financings were in dollars; and it is expected that a significant portion of the Company's future revenue will be in dollars. The financial statements are presented in dollars, which is the functional currency of the Company. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 "Foreign Currency Translation". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. |
Cash and cash equivalents and restricted cash | D. Cash and cash equivalents and restricted cash Cash and cash equivalents includes cash in hand, short–term deposits in banks and short-term highly liquid investment with an original maturity of up to three months, with a high level of liquidity that may be easily converted to known amounts of cash, and that are exposed to insignificant risk of change in value. The Company had a restricted cash balance of $46 at December 31, 2015. As of December 31, 2016, the Company had a zero restricted cash balance. |
Short-term bank deposit | E. Short-term bank deposit Short-term bank deposits are deposits with maturities of more than three months but less than one year. The short–term bank deposits are presented at their cost, including accrued interest, which approximates fair value. As of December 31, 2016, the Company's did not have any short–term bank deposit. |
Concentration of credit risks | F. Concentration of credit risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents and short-term bank deposits. The Company deposits these instruments with highly rated financial institutions, mainly in Israeli banks. The Company has not experienced any credit losses in these accounts and does not believe it is exposed to any significant credit risk on these instruments. |
Property and equipment | 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: Length of useful life Depreciation rate Years % Office furniture and equipment 10-14 7-10 Laboratory equipment 3-7 15-33 Computers and auxiliary equipment 3 33 |
Impairment of Long-Lived Assets | H. Impairment of Long-Lived Assets The Company's long-lived assets are reviewed for impairment in accordance with ASC 360-10 "Accounting for the Impairment or Disposal of Long-Lived Assets" 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, 2016, 2015 and 2014, no impairment losses were recorded. |
Research and development costs | I. Research and development costs Research and development costs are expensed as incurred and consist primarily of personnel, subcontractors and consultants (mainly in connection with clinical trials) and materials for research and development and clinical activities. Grants received by the Company from NATI and from Israel-United States Binational Industrial Research and Development Foundation (the "BIRD Foundation") are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses. Such grants are included as a deduction of research and development costs (since at the time received the Company expects to generate sales from these projects and pay the royalties resulting from such sales). See Note 8B(1) below regarding the offset of grants received for participation in research and development expenses. |
Warrants to purchase preferred shares | J. Warrants to purchase preferred shares The Company accounts for freestanding warrants to purchase its preferred shares as a liability on the balance sheets at fair value. The warrants to purchase preferred shares are recorded as a liability as they include anti-dilution protection provision requiring a reduction in original exercise price as a result of subsequent issuance below the original exercise price. The warrants are subject to re-measurement to fair value at each balance sheet date and any change in fair value is recognized as a component of financial income (expense), net, in the statements of operations. The Company must adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants, or the conversion of convertible preferred shares into ordinary shares. Immediately prior to the consummation of the Company's IPO in February 2015, all of the remaining warrants to purchase preferred shares were converted to warrants to purchase ordinary shares, without the anti-dilution protection provision and the warrants were reclassified into equity at their current fair value (see Note 9). |
Fair Value Measurement | K. Fair Value Measurement 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. · Level 2. · Level 3. |
Contingent liabilities | L. 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. As of December 31, 2016 and 2015, the Company is not a party to any ligation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows (see Note 8). |
Share-based compensation | M. Share-based compensation In accordance with ASC 718-10 "Compensation-Stock Compensation" the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations. The Company recognizes compensation expenses for the value of its awards granted based on the graded-vesting method over the requisite service period for each separately vesting portion of the award. ASU 2016-09, Compensation-Stock Compensation (Topic 718) allows companies to . For additional information, see Note 2O. 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 shares, 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. Prior to the Company's IPO, the fair value of the ordinary shares underlying the share options was determined based on recent equity investment rounds and fair value by the Company's management and approved by the Company's Board of Directors. After the IPO and until March 18, 2015, the date the units issued by the Company in the IPO were separated into one ordinary share and one-half of a series A warrant to purchase one ordinary share, the units ceased to exist and the ordinary shares began trading on the NASDAQ Capital Market ("Unit Separation Date"), the fair value of the ordinary shares underlying the share options has been derived by reference to the closing price of the Company's unit on the NASDAQ Capital Market on the relevant date using relative fair value for each component in the unit. After the Unit Separation Date, the grant date fair value for share-options awards is based on the closing price of the ordinary shares on the NASDAQ Capital Market on the date of grant and fair value for all other purposes related to share-options awards is the closing price of the Company's ordinary shares on the NASDAQ Capital Market on the relevant date. The fair value for options granted in 2016, 2015 and 2014 is estimated at the date of grant using a Black-Scholes-Merton option-pricing model with the following assumptions: December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Expected volatility 59%-60 % 44%-62 % 50%-60 % Risk-free rate 1.2-2.1 % 1.29%-2.28 % 1.45%-1.72 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5-10 4-10 5-6 Share price $ 2.22-$3.2 $ 3-$5.12 $ 3.01 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. |
Income taxes | N. Income taxes The Company accounts for income taxes in accordance with ASC 740-10 "Accounting for Income Taxes." This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with ASC 740, the Company reflects in the financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only when it is considered 'more-likely-than-not' that the position taken will be sustained by a taxing authority. As of December 31, 2016 and 2015, the Company had no unrecognized income tax positions and accordingly, there is no impact on the Company's effective income tax rate associated with these items. |
New Accounting Pronouncements | O. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") primarily In March 2016, the FASB issued ASU 2016 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) to require amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Inputs | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Length of useful life Depreciation rate Years % Office furniture and equipment 10-14 7-10 Laboratory equipment 3-7 15-33 Computers and auxiliary equipment 3 33 |
Schedule of Fair Value Assumptions | The fair value for options granted in 2016, 2015 and 2014 is estimated at the date of grant using a Black-Scholes-Merton option-pricing model with the following assumptions: December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Expected volatility 59%-60 % 44%-62 % 50%-60 % Risk-free rate 1.2-2.1 % 1.29%-2.28 % 1.45%-1.72 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5-10 4-10 5-6 Share price $ 2.22-$3.2 $ 3-$5.12 $ 3.01 |
PREPAID EXPENSES AND OTHER CU26
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | December 31, 2 0 1 6 2 0 1 5 Government institutions 69 400 Prepaid expenses 117 197 Deposits 56 55 Other assets - 28 242 680 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | December 31, 2 0 1 6 2 0 1 5 Cost: (1) Office furniture and equipment 115 100 Laboratory equipment 426 378 Computers and auxiliary equipment 335 396 876 874 Accumulated depreciation (2) 462 505 Property and equipment, net 414 369 |
EMPLOYEE BENEFITS AND PAYROLL28
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Employee-related Liabilities [Abstract] | |
Schedule of Employee Benefits and Payroll Accruals | December 31, 2 0 1 6 2 0 1 5 Short-term employee benefits: Benefits for vacation and recreation pay 210 275 Liability for payroll, bonuses and wages 518 963 728 1,238 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Taxes | December 31, 2 0 1 6 2 0 1 5 Carry forward tax losses 30,939 23,565 Less valuation allowance (30,939 ) (23,565 ) - - |
COMMITMENTS AND CONTINGENT LI30
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Reimbursement Liability | December 31, 2 0 1 6 2 0 1 5 Royalties to an ASIC designer 139 159 Reimbursement liability to Predecessor Entity's unit holders 382 418 521 577 |
Schedule of Operating Leases | Operating lease obligations as of December 31, 2016: Lease agreement for vehicles 29 Lease agreement for office facilities lease 13 42 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Changes in Fair Value | The change in the fair value of warrants to purchase preferred shares is summarized below: December 31, 2 0 1 5 2 0 1 4 Balance at the beginning of year 407 3,926 Conversion to warrants to purchase ordinary share immediately prior to the IPO (233 ) - Change in fair value (174 ) (3,519 ) Balance at the end of year - 407 |
Series C Preferred Stock [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Summary of Fair Value Assumptions | The following assumptions were used to estimate the value of the warrants to purchase series C1 and C2 convertible preferred shares: February 24, 2015 (conversion date) December 31, 2 0 1 5 2 0 1 4 Expected volatility 55.69 % 51.7 % Risk-free rate 1.21 % 1.58 % Dividend yield 0 % 0 % Expected term (in years) 4.17 4.20 |
Series D Preferred Stock [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Summary of Fair Value Assumptions | The following assumptions were used to estimate the value of the warrants to purchase series D1 and D2 preferred shares: December 31, 2 0 1 4 Expected volatility 60.12 % Risk-free rate 0.05 % Dividend yield 0 % Expected term (in years) 0.21 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Awards Granted | The following tables presents the grant dates, number of underlying shares and related exercise prices of awards granted to employees and non-employees during the years 2016, 2015and 2014 as well as the estimated fair value of the underlying ordinary shares on the grant date : Grant date No. of options Expiration date Exercise price Fair value on grant date October 14, 2014 (1) 581,542 October 14, 2024 (* ) $ 3.01 February 24, 2015 (4) 302,420 February 24, 2025 $ 5.06 $ 2.73 March 15, 2015 (5) 60,484 March 15, 2025 $ 5.08 $ 2.71 May 19, 2015 (6) 523,621 May 19, 2025 $ 4.57 $ 2.50 June 1, 2015 (7) 48,387 June 1, 2025 $ 5.06 $ 2.80 June 3, 2015 (8) 189,043 June 3, 2025 $ 4.35 $ 2.60 August 13, 2015 (9) 324,750 August 13, 2025 $ 3.68 $ 1.80 August 13, 2015 (10) 425,000 August 13, 2025 $ 3.68 $ 1.85 October 20, 2015 (11) 38,369 October 20, 2025 $ 2.79 $ 1.72 February 29, 2016 (12) 19,680 March 1, 2026 $ 2.37 $ 2.01 May 4, 2016 (13) 91,247 May 4, 2026 $ 2.89 $ 1.45 August 4, 2016 (14) 4,839 August 4, 2026 $ 1.28 $ 1.70 October 31, 2016 (15) 2,420 October 31, 2026 $ 1.97 $ 1.32 Grant date No. of warrants Expiration date Exercise price Fair value on grant date February 18, 2015 100,000 February 18, 2019 $ 7.50 $ 1.62 February 24, 2015 15,000 February 24, 2019 $ 6.00 $ 2.25 October 14, 2014 (2) 221,539 October 14, 2022 (* ) $ 3.01 Various dates in 2015 (3) 87,127 Various dates in 2017 (** ) $ 1.43 (*) See Note 11B(1) (**) See Note 11B(4) |
Schedule of Parameters Used in Valuing Fair Value of Options | The parameters which were used in applying the model are as follows: Share price (in $) Exercise price (in $) Expected volatility (in %) Option term (in years) Risk free interest rate (in %) Anticipated rate of dividends (in %) October 14, 2014 3.01 See Note 11B (1). 50-60 5-6 1.45-1.72 0 February 18, 2015 5.06 7.50 55 4 1.36 0 February 24, 2015 5.12 6 56 4 1.29 0 February 24, 2015 5.12 5.06 55-62 5-6.5 1.47-1.79 0 March 15, 2015 5.08 5.08 55-61 5-6.5 1.59-1.92 0 May 19, 2015 4.22 4.57 44-60 5.5-7 1.62-2.03 0 June 1, 2015 4.18 5.06 56-61 5-6.5 1.50-2.20 0 June 3, 2015 4.35 4.35 56-61 5-10 1.50-2.20 0 August 13, 2015 3.44 3.68 55-60 5.5-7 1.58-1.94 0 August 13, 2015 3.44 3.68 55-60 5.5-7 1.58-1.94 0 October 20, 2015 3.00 2.79 57-61 5-10 1.75-2.28 0 February 29, 2016 3.20 2.37 59.32 5-10 1.70 0 May 4, 2016 2.70 2.89 59.43 5-10 1.20 0 August 4, 2016 2.44 1.28 59.72 5-10 1.33 0 October 31, 2016 2.22 1.97 59.27 5-10 2.10 0 |
Schedule of Share-Based Compensation | For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Research and development, net 234 790 104 General and administrative 975 2,934 208 Total 1,209 3,724 312 |
Schedule of Stock Option Activity | Year ended December 31, 2016 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 2,773,171 4.01 7.99 (5,878 ) Granted 118,186 2.72 Exercised - - Forfeited (396,529 ) 4.21 Outstanding at the end of the year 2,494,828 3.92 7.39 (3,908 ) Exercisable at the end of the year 1,280,694 3.90 6.34 (1,986 ) Year ended December 31, 2015 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 1,299,514 2.73 7.36 1,854 Granted 1,950,547 4.28 Exercised (307,467 ) 0.05 Forfeited (169,423 ) 4.6 Outstanding at the end of the year 2,773,171 4.01 7.99 (5,878 ) Exercisable at the end of the year 1,092,544 3.89 5.94 (2,180 ) Year ended December 31, 2014 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 771,446 3.02 5.55 510 Granted 581,542 2.56 Exercised - - Forfeited (53,474 ) 4.94 Outstanding at the end of the year 1,299,514 2.73 7.36 1,854 Exercisable at the end of the year 619,057 2.92 5.15 1,854 |
RESEARCH AND DEVELOPMENT EXPE33
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses, Net | For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Salaries and related expenses 4,683 3,585 2,425 Share-based compensation 234 790 104 Materials 596 608 385 Subcontractors 320 688 294 Depreciation 121 85 72 Cost for registration of patents 150 153 72 Others 511 282 123 6,615 6,191 3,475 Less participation of the NATI and BIRD Foundation (1,124 ) (354 ) (643 ) Total research and development, net 5,491 5,837 2,832 |
GENERAL AND ADMINISTRATIVE EX34
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
General and Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Salaries and related expenses 1,411 1,830 952 Share-based compensation 975 2,934 208 Professional services 354 609 114 Office rent and maintenance 144 108 105 Depreciation 9 7 7 Others 678 1,138 317 Total general and administrative 3,571 6,626 1,703 |
FINANCE INCOME (EXPENSES), NET
FINANCE INCOME (EXPENSES), NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Finance Income (Expense), Net | For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Interest income on short-term deposits 139 61 10 Bank fees and interest expenses (7 ) (47 ) (6 ) Changes in provision for royalties 56 (33 ) 415 Exchange rate differences 56 18 (13 ) Revaluation of fair value of warrants to purchase preferred share - 174 3,519 Total financing income 244 173 3,925 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | The following table sets forth the computation of the Company`s basic and diluted net loss per ordinary share: For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Net loss 8,826 12,290 610 Preferred shares dividend - 295 1,958 Net loss attributable to ordinary shares 8,826 12,585 2,568 Shares used in computing net loss per ordinary share, basic and diluted (in thousands) 14,499 11,918 2,181 Net loss per ordinary share, basic and diluted 0.61 1.06 1.18 |
Schedule of Anti-Dilutive Securities | For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 14 (number) Warrants and share options 10,182 9,535 780 Preferred shares - 654 4,339 24,681 22,107 7,300 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation to the Non-Executive Directors [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Fees, including reimbursement of expenses 238 291 15 Share-based compensation 252 1,264 69 490 1,555 84 |
Transactions with Related Parties [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | For the year ended December 31, 2 0 1 6 2 0 1 5 2 0 1 4 Consulting fees, including share based compensation and reimbursement of expenses (1) 67 177 40 Key man life insurance premium (3) 12 11 11 79 188 51 1) On July 1, 2005, the Company entered into an agreement with Hadar Kimchy according to which Hadar Kimchy provided marketing communication and graphical design services to the Company in consideration for a monthly fee of NIS 10,260 ($3). On August 1, 2014, the monthly fee was increased to NIS 13,680 ($4). Such services were provided to the Company by Sigalit Kimchy, who is employed by Hadar Kimchy. On April 4, 2016, the agreement was terminated. On April 4, 2016, the Company entered 2) The Company engaged Mr. XiangQian (XQ) Lin, who has served as a director since February 24, 2015, to provide certain business development services in Asia under a consulting agreement entered into with him on June 1, 2015. As compensation for his services, Mr. Lin is entitled to a monthly fee of $10 for up to five hours per month and $300 per hour for any consultancy hour exceeding such five hours required to perform such services. In addition, during 2015 the Company awarded Mr. Lin a one-time option grant to purchase 48,387 ordinary shares, exercisable at $5.06 per share. o expenses related to the agreement with Mr. Lin were recorded in 2016. 3) In connection with the asset transfer agreement entered into with the Predecessor Entity in May 2009, the Company assumed the former obligation of the Predecessor Entity to distribute any proceeds it collects on the $1 million key man life insurance policy with respect to Yoav Kimchy, the Company's chief technology officer and a former director, to the former holders of the Series A preferred units in an amount equal to their respective capital contributed to the Predecessor Entity, less any amounts previously distributed to them, plus any accrued and unpaid dividends due to them as of the date of distribution. On November 16, 2016, the Company cancelled the key man life insurance policy with respect to Yoav Kimchy. |
IPO [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The units purchased by such shareholders, together with the proceeds, before expenses, to the Company, are shown in the table below: Beneficial owner Shares purchased Series A Warrants purchased Long Term Incentive Warrants purchased Proceeds, before expenses, to the Company Pontifax Funds 125,000 62,500 187,500 $ 750 Docor International B.V. 41,666 20,833 62,499 $ 250 Esco Ventures Pte Ltd 166,667 83,333.5 250,000.5 $ 1,000 |
Private Placement [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The units purchased, together with the proceeds, before expenses, to the Company, are shown in the table below: Beneficial owner CLA Warrants Shares purchased Series A Warrants purchased Long Term Incentive Warrants purchased Proceeds, before expenses, to the Company Pontifax Funds 332,337 250,001 125,000.5 375,001.5 $ 1,500 Docor International B.V. 110,769 83,334 41,667 125,001 $ 500 Counterpoint Ventures Fund II LP 56,493 42,500 21,250 63,750 $ 255 |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 8,826 | $ 12,290 | $ 610 |
Accumulated deficit | $ 42,941 | $ 34,115 | |
Reverse stock split | 0.05 |
GENERAL INFORMATION (Conversion
GENERAL INFORMATION (Conversion of Preferred Shares and Preferred Share Warrants) (Details) - ₪ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Conversion of Stock [Line Items] | ||
Ordinary shares, par value | ₪ 0.2 | ₪ 0.2 |
Preferred Shares Conversion [Member] | ||
Conversion of Stock [Line Items] | ||
Number of shares converted | 4,338,998 | |
Number of shares issued for conversion | 4,338,998 | |
Preferred Share Warrants Conversion [Member] | ||
Conversion of Stock [Line Items] | ||
Number of shares converted | 948,000 | |
Number of shares issued for conversion | 948,000 |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Line Items] | |||
Restricted cash | $ 46 | ||
Office furniture and equipment [Member] | Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Length of useful life | 10 years | ||
Depreciation rate | 7.00% | ||
Office furniture and equipment [Member] | Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Length of useful life | 14 years | ||
Depreciation rate | 10.00% | ||
Laboratory equipment [Member] | Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Length of useful life | 3 years | ||
Depreciation rate | 15.00% | ||
Laboratory equipment [Member] | Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Length of useful life | 7 years | ||
Depreciation rate | 33.00% | ||
Computer and auxiliary equipment [Member] | |||
Accounting Policies [Line Items] | |||
Length of useful life | 3 years | ||
Depreciation rate | 33.00% | ||
Options [Member] | |||
Black-Scholes-Merton option-pricing model assumptions: | |||
Expected volatility, minimum | 59.00% | 44.00% | 50.00% |
Expected volatility, maximum | 60.00% | 62.00% | 60.00% |
Risk-free rate, minimum | 1.20% | 1.29% | 1.45% |
Risk-free rate, maximum | 2.10% | 2.28% | 1.72% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share price | $ 3.01 | ||
Options [Member] | Minimum [Member] | |||
Black-Scholes-Merton option-pricing model assumptions: | |||
Expected term | 5 years | 4 years | 5 years |
Share price | $ 2.22 | $ 3 | |
Options [Member] | Maximum [Member] | |||
Black-Scholes-Merton option-pricing model assumptions: | |||
Expected term | 10 years | 10 years | 6 years |
Share price | $ 3.2 | $ 5.12 |
PREPAID EXPENSES AND OTHER CU41
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Government institutions | $ 69 | $ 400 |
Prepaid expenses | 117 | 197 |
Deposits | 56 | 55 |
Other assets | 28 | |
Prepaid expenses and other current assets | $ 242 | $ 680 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expenses | $ 130 | $ 92 | $ 78 | |
Property and equipment | [1] | 876 | 874 | |
Accumulated depreciation | [2] | 462 | 505 | |
Property and equipment, net | 414 | 369 | ||
Disposals amount | 173 | |||
Office furniture and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment | [1] | 115 | 100 | |
Laboratory equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment | [1] | 426 | 378 | |
Computer and auxiliary equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment | [1] | $ 335 | $ 396 | |
[1] | Includes disposals amounted to $173 in the year ended December 31, 2016. [In the years ended December 31, 2015 and 2014 there were no disposals. | |||
[2] | Includes disposals amounted to $173 in the year ended December 31, 2016. In the years ended December 31, 2015 and 2014 there were no disposals. |
SHORT TERM LOANS (Details)
SHORT TERM LOANS (Details) - Bank Leumi Credit Facility [Member] $ in Thousands | 2 Months Ended |
Mar. 16, 2015USD ($) | |
Line of Credit Facility [Line Items] | |
Borrowing capacity | $ 1,000 |
Amount drawn | 1,000 |
Facility fee | 20 |
Collateral | $ 100 |
LIBOR [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread | 5.25% |
EMPLOYEE BENEFITS AND PAYROLL44
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Employee-related Liabilities [Abstract] | ||
Benefits for vacation and recreation pay | $ 210 | $ 275 |
Liability for payroll, bonuses and wages | 518 | 963 |
Employee benefits and payroll accruals | $ 728 | $ 1,238 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | ||||
Carry forward tax losses | $ 30,939 | $ 23,565 | ||
Less valuation allowance | (30,939) | (23,565) | ||
Deferred income taxes | ||||
Income tax rate | 25.00% | 26.50% | 26.50% | |
Tax rate in 2017 | 24.00% | |||
Tax rate in 2018 and thereafter | 23.00% | |||
Foreign maximum tax rate | 39.00% | |||
Taxes on income | $ 8 | |||
Minimum [Member] | ||||
INCOME TAXES [Abstract] | ||||
Reduction in income tax rate | 7.50% | |||
Maximum [Member] | ||||
INCOME TAXES [Abstract] | ||||
Reduction in income tax rate | 9.00% | |||
Company [Member] | ||||
INCOME TAXES [Abstract] | ||||
Operating loss carryforward | $ 30,900 | |||
Development Area A [Member] | ||||
INCOME TAXES [Abstract] | ||||
Income tax rate | 7.50% | |||
Reduction in income tax rate | 5.00% | |||
Rest of the Country [Member] | ||||
INCOME TAXES [Abstract] | ||||
Income tax rate | 12.00% | |||
Reduction in income tax rate | 8.00% |
COMMITMENTS AND CONTINGENT LI46
COMMITMENTS AND CONTINGENT LIABILITIES (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)€ / Unit$ / PerUnitSold | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€)€ / Unit$ / PerUnitSold | |
Future payments: | ||||
Operating lease obligations | $ 42 | |||
Royalties: | ||||
Royalties provision | $ 521 | $ 577 | ||
ASIC designer [Member] | ||||
Royalties: | ||||
Royalties payable per unit sold | $ / PerUnitSold | 0.53 | 0.53 | ||
Maximum royalties payable | $ 210 | |||
Royalties provision | $ 139 | 159 | ||
ASIC designer [Member] | Euro [Member] | ||||
Royalties: | ||||
Royalties payable per unit sold | € / Unit | 0.50 | 0.50 | ||
Maximum royalties payable | € | € 200 | |||
Reimbursement liability to Predecessor Entity's Unit Holders [Member] | ||||
Royalties: | ||||
Royalties provision | $ 382 | 418 | ||
OCS [Member] | ||||
Royalties: | ||||
Funding | 5,100 | |||
Contingent liability | 5,300 | |||
BIRD Foundation [Member] | ||||
Royalties: | ||||
Maximum royalties payable | 900 | |||
Funding | $ 127 | |||
Royalty repayment, percentage of products sold | 5.00% | 5.00% | ||
Contingent liability | $ 127 | |||
Refund expenses | 12 | |||
Office facilities [Member] | ||||
Leases: | ||||
Rent expense | 78 | $ 67 | $ 60 | |
Future payments: | ||||
Operating lease obligations | 13 | |||
Vehicles [Member] | ||||
Future payments: | ||||
2,017 | 140 | |||
2,018 | 80 | |||
2,019 | 5 | |||
Monthly lease expense | 15 | |||
Operating lease obligations | $ 29 | |||
Minimum [Member] | OCS [Member] | ||||
Royalties: | ||||
Royalty repayment, percentage of products sold | 3.00% | 3.00% | ||
Minimum [Member] | Vehicles [Member] | ||||
Leases: | ||||
Term | 32 months | |||
Maximum [Member] | OCS [Member] | ||||
Royalties: | ||||
Royalty repayment, percentage of products sold | 5.00% | 5.00% | ||
Maximum [Member] | Vehicles [Member] | ||||
Leases: | ||||
Term | 36 months |
FAIR VALUE MEASUREMENTS (Summar
FAIR VALUE MEASUREMENTS (Summary of Fair Value Assumptions) (Details) - shares | 2 Months Ended | 12 Months Ended | |
Feb. 24, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants, Series C Preferred Shares [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 55.69% | 51.70% | |
Risk-free rate | 1.21% | 1.58% | |
Dividend yield | 0.00% | 0.00% | |
Expected term | 4 years 2 months 1 day | 4 years 2 months 12 days | |
Warrants, Series D Preferred Shares [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expected volatility | 60.12% | ||
Risk-free rate | 0.05% | ||
Dividend yield | 0.00% | ||
Expected term | 2 months 16 days | ||
Series C Preferred Share Warrants Conversion [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Number of shares issued for conversion | 92,221 | ||
C2 Warrants [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Expired | 8,366 | 18,586 | |
C2 Warrants [Member] | Series C Preferred Share Warrants Conversion [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Number of shares converted | 50,399 | ||
C1 Warrants [Member] | Series C Preferred Share Warrants Conversion [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Number of shares converted | 41,822 |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Changes in Fair Value) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |||
Balance at the beginning of year | $ 407 | $ 3,926 | |
Conversion to warrants to purchase ordinary share immediately prior to the IPO | (233) | ||
Change in fair value | $ (174) | (3,519) | |
Balance at the end of year | $ 407 |
SHAREHOLDERS' EQUITY (DEFICIE49
SHAREHOLDERS' EQUITY (DEFICIENCY) (Ordinary Shares) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 11, 2016 | Feb. 24, 2017 | Jan. 23, 2017 | Dec. 31, 2016 | Feb. 24, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||||||||||
Share capital | $ 59 | $ 45,801 | $ 59 | |||||||||
Conversion of preferred shares into ordinary shares | ||||||||||||
Issuance of ordinary share upon exercise of stock options by employees | 16 | |||||||||||
Exercise of warrants into ordinary shares | $ 117 | 29 | ||||||||||
Subtotal | $ 45,801 | 45,801 | $ 59 | |||||||||
Share capital | $ 41,952 | $ 41,952 | ||||||||||
Shares issued | 15,205,075 | 11,811,709 | 15,205,075 | 11,811,709 | 15,205,075 | |||||||
Exercise of options | 307,467 | |||||||||||
Issuance of ordinary shares in the Private Placement, shares | 2,000,000 | |||||||||||
Issuance of ordinary shares in the IPO, shares | 2,250,000 | |||||||||||
Price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||
Conversion of shares | 4,338,998 | |||||||||||
Value or warrants | $ 321 | |||||||||||
Number of units | 300,000 | 300,000 | ||||||||||
Issuance of ordinary shares in IPO, net of issuance expense | $ 10,947 | |||||||||||
Issuance of ordinary shares in the Private Placement, net of issuance expenses | 11,021 | |||||||||||
Issuance of ordinary Shares in RD Offering | [1] | 5,259 | ||||||||||
Proceeds warrant from the exercise pre-funded warrants | $ 117 | $ 29 | ||||||||||
October 20 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 17,117 | |||||||||||
Exercise price | $ 0.05 | $ 0.05 | ||||||||||
Expiration period | 2 years | |||||||||||
April 6 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 70,010 | |||||||||||
Exercise price | 5.06 | $ 5.06 | ||||||||||
Expiration period | 2 years | |||||||||||
Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Amount raised, gross | $ 12,000 | |||||||||||
Issuance expenses | $ 1,225 | |||||||||||
Exercise of warrants | 110,769 | 569,355 | ||||||||||
Share price | $ 6 | $ 6 | ||||||||||
Value or warrants | $ 125 | |||||||||||
Price per unit | $ 6 | |||||||||||
Number of units | 2,000,000 | 2,000,000 | ||||||||||
Exercise price | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||
Warrants exercised on a cashless basis | 414,049 | 988,152 | 414,049 | 988,152 | 414,049 | |||||||
Warrant outstanding | 1,076,679 | 542,770 | 1,076,679 | 542,770 | 1,076,679 | |||||||
Private Placement [Member] | ILS [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price | $ 0.2 | $ 0.2 | $ 0.2 | $ 0.2 | $ 0.2 | |||||||
IPO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Amount raised, gross | $ 13,500 | |||||||||||
Issuance expenses | $ 2,945 | |||||||||||
Share price | $ 6 | $ 6 | ||||||||||
Value or warrants | $ 196 | |||||||||||
Price per unit | $ 6 | |||||||||||
Number of units | 2,000,000 | 2,000,000 | ||||||||||
Over-Allotment Option [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 450,000 | |||||||||||
Anti-Dilutive Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise of warrants | 171,715 | 33,884 | 205,599 | 653 | ||||||||
Warrants issued | 390,276 | |||||||||||
Shares called by warrants | 179,539 | 180,192 | 179,539 | 180,192 | 179,539 | |||||||
Anti-Dilutive Warrants [Member] | Subsequent Event [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants expired | 70,010 | |||||||||||
Services Warrants [Member] | Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance expenses | $ 9 | |||||||||||
Warrants issued | 87,127 | |||||||||||
Credit Line Agreement Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise of warrants | 1,557,507 | |||||||||||
Warrants issued | 2,658,463 | |||||||||||
Share price | $ 0.02 | $ 0.02 | ||||||||||
Exercise price | $ 0.2 | $ 0.2 | ||||||||||
Expiration of warrants | 9,091 | 24,277 | 9,091 | 24,277 | 9,091 | |||||||
Principal | $ 12,000 | $ 12,000 | ||||||||||
Expiration period | 10 years | |||||||||||
Long Term Incentive Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price | $ 6.90 | $ 6.90 | ||||||||||
Expiration of warrants | 4,667,467 | 5,076,626 | 4,667,467 | 5,076,626 | 4,667,467 | |||||||
Long Term Incentive Warrants [Member] | Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 3,000,000 | |||||||||||
Exercise price | $ 6.90 | $ 6.90 | ||||||||||
Long Term Incentive Warrants [Member] | IPO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 3,375,000 | |||||||||||
Series A Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price | 7.50 | $ 7.50 | ||||||||||
Series A Warrants [Member] | Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 1,000,000 | |||||||||||
Exercise price | 7.50 | $ 7.50 | ||||||||||
Series A Warrants [Member] | IPO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 1,125,000 | |||||||||||
Series A Warrants [Member] | Over-Allotment Option [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise of warrants | 75,000 | |||||||||||
Underwriter Warrants [Member] | IPO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 100,000 | |||||||||||
Exercise price | 7.50 | $ 7.50 | ||||||||||
Legal Warrants [Member] | IPO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued | 15,000 | |||||||||||
Exercise price | $ 6 | $ 6 | ||||||||||
Pre-funded Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares called by warrants | 1,649,281 | 1,649,281 | 1,649,281 | |||||||||
Warrant outstanding | 290,000 | 290,000 | 290,000 | |||||||||
Pre-funded Warrants [Member] | Subsequent Event [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares called by warrants | 290,000 | |||||||||||
Proceeds warrant from the registered direct offering | $ 145,000 | |||||||||||
Pre-funded Warrants [Member] | RD Offering [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share price | $ 1.90 | |||||||||||
Shares called by warrants | 2,514,281 | |||||||||||
Price per unit | $ 1.85 | |||||||||||
Exercise price | $ 0.05 | |||||||||||
Issuance of ordinary Shares in RD Offering | $ 643,614 | |||||||||||
Expiry date | Aug. 11, 2023 | |||||||||||
Proceeds warrant from the registered direct offering | $ 5,900,000 | $ 825,000 | ||||||||||
Proceeds warrant from the exercise pre-funded warrants | $ 575,000 | |||||||||||
[1] | Includes pre-funded warrants to purchase 2,514,281 ordinary shares at a purchase price of $1.85 per pre-funded warrant, issued in connection with the registered direct offering. See Note 10C(2)(h). |
SHARE-BASED COMPENSATION (Award
SHARE-BASED COMPENSATION (Awards) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 118,186 | 1,950,547 | 581,542 |
January 15 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Increase in shares available for grant | 967,747 | ||
April 6 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 2 years | ||
Increase in shares available for grant | 1,718,540 | ||
October 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 2 years | ||
Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Fair value of options on grant date | $ 3.04 | $ 2.26 | $ 3.01 |
Compensation cost not yet recognized | $ 766 | $ 1,896 | |
Period for recognizing compensation cost | 4 years | 4 years | |
Intrinsic value of options exercised | $ 1,500 | ||
Options [Member] | October 14 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Oct. 14, 2024 | ||
Options granted | 581,542 | ||
Fair value of options on grant date | $ 3.01 | ||
Exercise price | $ 0.2 | ||
Compensation cost not yet recognized | $ 1,700 | ||
Vesting period | 24 months | ||
Options [Member] | October 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Oct. 20, 2025 | ||
Options granted | 38,369 | ||
Fair value of options on grant date | $ 1.72 | ||
Exercise price | $ 2.79 | ||
Compensation cost not yet recognized | $ 58 | ||
Vesting period | 4 years | ||
Options [Member] | October 20 [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Options [Member] | February 24 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Feb. 24, 2025 | ||
Options granted | 302,420 | ||
Fair value of options on grant date | $ 2.73 | ||
Exercise price | $ 5.06 | ||
Compensation cost not yet recognized | $ 826 | ||
Vesting period | 3 years | ||
Options [Member] | August 13 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Aug. 13, 2025 | ||
Options granted | 324,750 | ||
Fair value of options on grant date | $ 1.80 | ||
Exercise price | $ 3.68 | ||
Compensation cost not yet recognized | $ 586 | ||
Vesting period | 4 years | ||
Options [Member] | August 13 (1) [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Options [Member] | March 15 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Mar. 15, 2025 | ||
Options granted | 60,484 | ||
Fair value of options on grant date | $ 2.71 | ||
Exercise price | $ 5.08 | ||
Compensation cost not yet recognized | $ 164 | ||
Vesting period | 3 years | ||
Options [Member] | March 15 [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 463,137 | ||
Exercise price | $ 4.57 | ||
Vesting period | 4 years | ||
Vesting percentage | 25.00% | ||
Options [Member] | May 19 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | May 19, 2025 | ||
Options granted | 523,621 | ||
Fair value of options on grant date | $ 2.50 | ||
Exercise price | $ 4.57 | ||
Compensation cost not yet recognized | $ 13 | ||
Options [Member] | May 19 [Member] | Share-based Compensation Award, Tranche Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 60,484 | ||
Exercise price | $ 4.57 | ||
Vesting period | 3 years | ||
Options [Member] | June 1 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Jun. 1, 2025 | ||
Options granted | 48,387 | ||
Fair value of options on grant date | $ 2.80 | ||
Exercise price | $ 5.06 | ||
Compensation cost not yet recognized | $ 136 | ||
Vesting period | 3 years | ||
Options [Member] | June 3 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Jun. 3, 2025 | ||
Options granted | 189,043 | ||
Fair value of options on grant date | $ 2.60 | ||
Exercise price | $ 4.35 | ||
Compensation cost not yet recognized | $ 491 | ||
Options [Member] | August 13 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Aug. 13, 2025 | ||
Options granted | 425,000 | ||
Fair value of options on grant date | $ 1.85 | ||
Exercise price | $ 3.68 | ||
Compensation cost not yet recognized | $ 700 | ||
Vesting period | 4 years | ||
Options [Member] | February 18 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 7.50 | ||
Options [Member] | February 24 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 6 | ||
Options [Member] | February 29 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Mar. 1, 2026 | ||
Options granted | 19,680 | ||
Fair value of options on grant date | $ 2.01 | ||
Exercise price | $ 2.37 | ||
Compensation cost not yet recognized | $ 40 | ||
Vesting period | 4 years | ||
Options [Member] | February 29 [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Options [Member] | May 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | May 4, 2026 | ||
Options granted | 91,247 | ||
Fair value of options on grant date | $ 1.45 | ||
Exercise price | $ 2.89 | ||
Compensation cost not yet recognized | $ 132 | ||
Vesting period | 4 years | ||
Options [Member] | May 4 [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Options [Member] | August 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Aug. 4, 2026 | ||
Options granted | 4,839 | ||
Fair value of options on grant date | $ 1.70 | ||
Exercise price | $ 1.28 | ||
Compensation cost not yet recognized | $ 8 | ||
Options [Member] | August 4 [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Options [Member] | October 31 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Oct. 31, 2026 | ||
Options granted | 2,420 | ||
Fair value of options on grant date | $ 1.32 | ||
Exercise price | $ 1.97 | ||
Compensation cost not yet recognized | $ 3 | ||
Options [Member] | October 31 [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Warrant Awards [Member] | April 6 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants granted | 70,010 | ||
Exercise price | $ 5.06 | ||
Warrant Awards [Member] | October 14 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Oct. 14, 2022 | ||
Expiration period | 8 years | ||
Warrants granted | 221,539 | ||
Fair value of warrants on grant date | $ 3.01 | ||
Exercise price | $ 0.2 | ||
Compensation cost not yet recognized | $ 667 | ||
Vesting period | 24 months | ||
Warrant Awards [Member] | October 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants granted | 17,117 | ||
Exercise price | $ 0.2 | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 125 | ||
Warrant Awards [Member] | February 18 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Feb. 18, 2019 | ||
Warrants granted | 100,000 | ||
Fair value of warrants on grant date | $ 1.62 | ||
Exercise price | $ 7.50 | ||
Warrant Awards [Member] | February 24 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration date | Feb. 24, 2019 | ||
Warrants granted | 15,000 | ||
Fair value of warrants on grant date | $ 2.25 | ||
Exercise price | $ 6 | ||
Warrant Awards [Member] | Various Dates [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants granted | 87,127 | ||
Fair value of warrants on grant date | $ 1.43 |
SHARE-BASED COMPENSATION (Fair
SHARE-BASED COMPENSATION (Fair Value Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 3.01 | ||
Expected volatility, minimum | 59.00% | 44.00% | 50.00% |
Expected volatility, maximum | 60.00% | 62.00% | 60.00% |
Risk-free rate, minimum | 1.20% | 1.29% | 1.45% |
Risk-free rate, maximum | 2.10% | 2.28% | 1.72% |
Anticipated rate of dividends | 0.00% | 0.00% | 0.00% |
Options [Member] | October 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 3 | ||
Exercise price | $ 2.79 | ||
Expected volatility, minimum | 57.00% | ||
Expected volatility, maximum | 61.00% | ||
Risk-free rate, minimum | 1.75% | ||
Risk-free rate, maximum | 2.28% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | August 13 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 3.44 | ||
Exercise price | $ 3.68 | ||
Expected volatility, minimum | 55.00% | ||
Expected volatility, maximum | 60.00% | ||
Risk-free rate, minimum | 1.58% | ||
Risk-free rate, maximum | 1.94% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | February 24 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 5.12 | ||
Exercise price | $ 5.06 | ||
Expected volatility, minimum | 55.00% | ||
Expected volatility, maximum | 62.00% | ||
Risk-free rate, minimum | 1.47% | ||
Risk-free rate, maximum | 1.79% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | March 15 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 5.08 | ||
Exercise price | $ 5.08 | ||
Expected volatility, minimum | 55.00% | ||
Expected volatility, maximum | 61.00% | ||
Risk-free rate, minimum | 1.59% | ||
Risk-free rate, maximum | 1.92% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | May 19 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 4.22 | ||
Exercise price | $ 4.57 | ||
Expected volatility, minimum | 44.00% | ||
Expected volatility, maximum | 60.00% | ||
Risk-free rate, minimum | 1.62% | ||
Risk-free rate, maximum | 2.03% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | June 1 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 4.18 | ||
Exercise price | $ 5.06 | ||
Expected volatility, minimum | 56.00% | ||
Expected volatility, maximum | 61.00% | ||
Risk-free rate, minimum | 1.50% | ||
Risk-free rate, maximum | 2.20% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | June 3 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 4.35 | ||
Exercise price | $ 4.35 | ||
Expected volatility, minimum | 56.00% | ||
Expected volatility, maximum | 61.00% | ||
Risk-free rate, minimum | 1.50% | ||
Risk-free rate, maximum | 2.20% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | August 13 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 3.44 | ||
Exercise price | $ 3.68 | ||
Expected volatility, minimum | 55.00% | ||
Expected volatility, maximum | 60.00% | ||
Risk-free rate, minimum | 1.58% | ||
Risk-free rate, maximum | 1.94% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | February 18 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 5.06 | ||
Exercise price | $ 7.50 | ||
Expected volatility | 55.00% | ||
Expected term | 4 years | ||
Risk-free rate | 1.36% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | February 24 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 5.12 | ||
Exercise price | $ 6 | ||
Expected volatility | 56.00% | ||
Expected term | 4 years | ||
Risk-free rate | 1.29% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | October 14 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 3.01 | ||
Exercise price | $ 0.2 | ||
Expected volatility, minimum | 50.00% | ||
Expected volatility, maximum | 60.00% | ||
Risk-free rate, minimum | 1.45% | ||
Risk-free rate, maximum | 1.72% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | February 29 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 3.20 | ||
Exercise price | $ 2.37 | ||
Expected volatility | 59.32% | ||
Risk-free rate | 1.70% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | May 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 2.70 | ||
Exercise price | $ 2.89 | ||
Expected volatility | 59.43% | ||
Risk-free rate | 1.20% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | August 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 2.44 | ||
Exercise price | $ 1.28 | ||
Expected volatility | 59.72% | ||
Risk-free rate | 1.33% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | October 31 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 2.22 | ||
Exercise price | $ 1.97 | ||
Expected volatility | 59.27% | ||
Risk-free rate | 2.10% | ||
Anticipated rate of dividends | 0.00% | ||
Options [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 3.2 | $ 5.12 | |
Expected term | 10 years | 10 years | 6 years |
Options [Member] | Maximum [Member] | October 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 10 years | ||
Options [Member] | Maximum [Member] | August 13 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 7 years | ||
Options [Member] | Maximum [Member] | February 24 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 6 months | ||
Options [Member] | Maximum [Member] | March 15 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 6 months | ||
Options [Member] | Maximum [Member] | May 19 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 7 years | ||
Options [Member] | Maximum [Member] | June 1 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 6 months | ||
Options [Member] | Maximum [Member] | June 3 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 10 years | ||
Options [Member] | Maximum [Member] | August 13 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 7 years | ||
Options [Member] | Maximum [Member] | October 14 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years | ||
Options [Member] | Maximum [Member] | February 29 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 10 years | ||
Options [Member] | Maximum [Member] | May 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 10 years | ||
Options [Member] | Maximum [Member] | August 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 10 years | ||
Options [Member] | Maximum [Member] | October 31 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 10 years | ||
Options [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 2.22 | $ 3 | |
Expected term | 5 years | 4 years | 5 years |
Options [Member] | Minimum [Member] | October 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | August 13 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 6 months | ||
Options [Member] | Minimum [Member] | February 24 (2) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | March 15 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | May 19 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 6 months | ||
Options [Member] | Minimum [Member] | June 1 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | June 3 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | August 13 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 6 months | ||
Options [Member] | Minimum [Member] | October 14 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | February 29 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | May 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | August 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Options [Member] | Minimum [Member] | October 31 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Warrant Awards [Member] | October 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.2 | ||
Warrant Awards [Member] | February 18 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | 7.50 | ||
Warrant Awards [Member] | February 24 (1) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | 6 | ||
Warrant Awards [Member] | October 14 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.2 | ||
Warrant Awards [Member] | April 6 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 5.06 |
SHARE-BASED COMPENSATION (Compe
SHARE-BASED COMPENSATION (Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation | $ 1,209 | $ 3,724 | $ 312 |
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation | 975 | 2,934 | 208 |
Research and development, net [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation | $ 234 | $ 790 | $ 104 |
SHARE-BASED COMPENSATION (Optio
SHARE-BASED COMPENSATION (Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of options | ||||
Outstanding at the beginning of the year | 2,773,171 | 1,299,514 | 771,446 | |
Granted | 118,186 | 1,950,547 | 581,542 | |
Exercised | (307,467) | |||
Forfeited | (396,529) | (169,423) | (53,474) | |
Outstanding at the end of the year | 2,494,828 | 2,773,171 | 1,299,514 | 771,446 |
Exercisable at the end of the year | 1,280,694 | 1,092,544 | 619,057 | |
Weighted average of exercise price | ||||
Outstanding at the beginning of the year | $ 4.01 | $ 2.73 | $ 3.02 | |
Granted | 2.72 | 4.28 | 2.56 | |
Exercised | 0.05 | |||
Forfeited | 4.21 | 4.60 | 4.94 | |
Outstanding at the end of the year | 3.92 | 4.01 | 2.73 | $ 3.02 |
Vested and expected to vest | 0 | 4.01 | 2.73 | |
Exercisable at the end of the year | $ 3.90 | $ 3.89 | $ 2.92 | |
Average remaining contractual life | ||||
Outstanding | 7 years 11 months 27 days | 7 years 4 months 10 days | 7 years 4 months 10 days | 5 years 6 months 18 days |
Vested and expected to vest | 7 years 4 months 21 days | 7 years 11 months 27 days | 7 years 4 months 10 days | |
Exercisable | 6 years 4 months 2 days | 5 years 11 months 9 days | 5 years 1 month 24 days | |
Aggregate intrinsic value | ||||
Outstanding | $ (5,878) | $ 1,854 | $ 510 | $ 510 |
Outstanding at the end of the year | (3,908) | (5,878) | 1,854 | |
Exercisable | $ (1,986) | $ (2,180) | $ 1,854 |
RESEARCH AND DEVELOPMENT EXPE54
RESEARCH AND DEVELOPMENT EXPENSES, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Research and Development Expenses [Line Items] | |||
Share-based compensation | $ 1,209 | $ 3,724 | $ 312 |
Total research and development | 5,491 | 5,837 | 2,832 |
Research and development, net [Member] | |||
Research and Development Expenses [Line Items] | |||
Salaries and related expenses | 4,683 | 3,585 | 2,425 |
Share-based compensation | 234 | 790 | 104 |
Materials | 596 | 608 | 385 |
Subcontractors and consultants | 320 | 688 | 294 |
Depreciation | 121 | 85 | 72 |
Cost for registration of patent | 150 | 153 | 72 |
Others | 511 | 282 | 123 |
Research and development | 6,615 | 6,191 | 3,475 |
Less participation of the OCS and BIRD Foundation | (1,124) | (354) | (643) |
Total research and development | $ 5,491 | $ 5,837 | $ 2,832 |
GENERAL AND ADMINISTRATIVE EX55
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
General and Administrative Expenses [Line Items] | |||
Share-based compensation | $ 1,209 | $ 3,724 | $ 312 |
Total general and administrative | 3,571 | 6,626 | 1,703 |
General and Administrative Expense [Member] | |||
General and Administrative Expenses [Line Items] | |||
Salaries and related expenses | 1,411 | 1,830 | 952 |
Share-based compensation | 975 | 2,934 | 208 |
Professional services | 354 | 609 | 114 |
Office rent and maintenance | 144 | 108 | 105 |
Depreciation | 9 | 7 | 7 |
Others | 678 | 1,138 | 317 |
Total general and administrative | $ 3,571 | $ 6,626 | $ 1,703 |
FINANCE INCOME (EXPENSES), NE56
FINANCE INCOME (EXPENSES), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expenses [Abstract] | |||
Interest income on short-term deposits | $ 139 | $ 61 | $ 10 |
Bank fees and Interest expenses | (7) | (47) | (6) |
Changes in provision for royalties | 56 | (33) | 415 |
Exchange rate differences | 56 | 18 | (13) |
Revaluation of fair value of warrants to purchase preferred share | 174 | 3,519 | |
Total financing income | $ 244 | $ 173 | $ 3,925 |
LOSS PER SHARE (Schedule of Los
LOSS PER SHARE (Schedule of Loss Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and diluted net loss per ordinary share: | |||
Net loss | $ 8,826 | $ 12,290 | $ 610 |
Preferred shares dividend | 295 | 1,958 | |
Net loss attributable to ordinary shares | $ 8,826 | $ 12,585 | $ 2,568 |
Shares used in computing net loss per ordinary shares, basic and diluted (in thousands) | 14,499 | 11,918 | 2,181 |
Net loss per ordinary share, basic and diluted | $ 0.61 | $ 1.06 | $ 1.18 |
LOSS PER SHARE (Schedule of Ant
LOSS PER SHARE (Schedule of Anti-Dilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive instruments | 24,681 | 22,107 | 7,300 |
Warrant and Share Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive instruments | 10,182 | 9,535 | 780 |
Preferred Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive instruments | 654 | 4,339 |
RELATED PARTIES (Transactions w
RELATED PARTIES (Transactions with Related Parties) (Details) $ / shares in Units, ₪ in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016ILS (₪)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015ILS (₪)shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | Dec. 31, 2013ILS (₪) | |
Related Party Transaction [Line Items] | |||||||
Transactions with related parties | $ 79 | $ 188 | $ 51 | ||||
Options granted | shares | 118,186 | 118,186 | 1,950,547 | 1,950,547 | 581,542 | ||
Exercise price | $ / shares | $ 2.72 | $ 4.28 | $ 2.56 | ||||
Consulting fees, including share-based compensation and reimbursement of expenses [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related parties | $ 67 | $ 177 | $ 40 | ||||
Key man life insurance premium [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related parties | 12 | 11 | 11 | ||||
Sigalit Kimchy [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly retainer | 4 | $ 3 | |||||
Monthly Salary | 3 | ||||||
Gross Overtime monthly rate | 782 | ||||||
Maximum aggregate monthly salary | 4 | ||||||
Sigalit Kimchy [Member] | ILS [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly retainer | ₪ | ₪ 13,680 | ₪ 10,260 | |||||
Monthly Salary | ₪ | ₪ 11,200 | ||||||
Gross Overtime monthly rate | ₪ | 2,800 | ||||||
Maximum aggregate monthly salary | ₪ | ₪ 14,000 | ||||||
Mr. XQ Lin [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Hourly fee, up to five hours per month | 10 | ||||||
Hourly fee, exceeding five hours per month | $ 300 | ||||||
Options granted | shares | 48,387 | 48,387 | |||||
Exercise price | $ / shares | $ 5.06 | ||||||
Yoav Kimchy [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Key man insurance policy | $ 1,000 | ||||||
Non-Executive Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related parties | 490 | 1,555 | 84 | ||||
Non-Executive Directors [Member] | Fees and Reimbursement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related parties | 238 | 291 | 15 | ||||
Non-Executive Directors [Member] | Share-Based Compensation [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transactions with related parties | $ 252 | $ 1,264 | $ 69 |
RELATED PARTIES (Participation
RELATED PARTIES (Participation in the Company's IPO and Concurrent Private Placement) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Related Party Transaction [Line Items] | |
Shares | 2,250,000 |
Number of units | 300,000 |
IPO [Member] | |
Related Party Transaction [Line Items] | |
Number of units | 2,000,000 |
Price per unit | $ / shares | $ 6 |
IPO [Member] | Pontifax Funds [Member] | |
Related Party Transaction [Line Items] | |
Shares | 125,000 |
Proceeds, before expenses | $ | $ 750 |
IPO [Member] | Docor International B.V. [Member] | |
Related Party Transaction [Line Items] | |
Shares | 41,666 |
Proceeds, before expenses | $ | $ 250 |
IPO [Member] | Esco Ventures Pte Ltd [Member] | |
Related Party Transaction [Line Items] | |
Shares | 166,667 |
Proceeds, before expenses | $ | $ 1,000 |
Private Placement [Member] | |
Related Party Transaction [Line Items] | |
Number of units | 2,000,000 |
Price per unit | $ / shares | $ 6 |
Private Placement [Member] | Pontifax Funds [Member] | |
Related Party Transaction [Line Items] | |
Shares | 250,001 |
Proceeds, before expenses | $ | $ 1,500 |
Private Placement [Member] | Docor International B.V. [Member] | |
Related Party Transaction [Line Items] | |
Shares | 83,334 |
Proceeds, before expenses | $ | $ 500 |
Private Placement [Member] | Counterpoint Ventures Fund Two [Member] | |
Related Party Transaction [Line Items] | |
Shares | 42,500 |
Proceeds, before expenses | $ | $ 255 |
Long Term Incentive Warrants [Member] | IPO [Member] | Pontifax Funds [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 187,500 |
Long Term Incentive Warrants [Member] | IPO [Member] | Docor International B.V. [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 62,499 |
Long Term Incentive Warrants [Member] | IPO [Member] | Esco Ventures Pte Ltd [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 250,000.5 |
Long Term Incentive Warrants [Member] | Private Placement [Member] | Pontifax Funds [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 375,001.5 |
Long Term Incentive Warrants [Member] | Private Placement [Member] | Docor International B.V. [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 125,001 |
Long Term Incentive Warrants [Member] | Private Placement [Member] | Counterpoint Ventures Fund Two [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 63,750 |
Series A Warrants [Member] | IPO [Member] | Pontifax Funds [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 62,500 |
Series A Warrants [Member] | IPO [Member] | Docor International B.V. [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 20,833 |
Series A Warrants [Member] | IPO [Member] | Esco Ventures Pte Ltd [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 83,333.5 |
Series A Warrants [Member] | Private Placement [Member] | Pontifax Funds [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 125,000.5 |
Series A Warrants [Member] | Private Placement [Member] | Docor International B.V. [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 41,667 |
Series A Warrants [Member] | Private Placement [Member] | Counterpoint Ventures Fund Two [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 21,250 |
Credit Line Agreement Warrants [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 2,658,463 |
Principal | $ | $ 12,000 |
Credit Line Agreement Warrants [Member] | Private Placement [Member] | Pontifax Funds [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 332,337 |
Credit Line Agreement Warrants [Member] | Private Placement [Member] | Docor International B.V. [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 110,769 |
Credit Line Agreement Warrants [Member] | Private Placement [Member] | Counterpoint Ventures Fund Two [Member] | |
Related Party Transaction [Line Items] | |
Warrants | 56,493 |