Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Entity Addresses [Line Items] | |
Entity Registrant Name | Check-Cap Ltd. |
Entity Central Index Key | 0001610590 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2021 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
EntityVoluntaryFilers | No |
Entity Filer Category | Accelerated Filer |
Auditor Attestation Flag | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Interactive Data Current | Yes |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Common Stock, Shares Outstanding | 96,411,949 |
Entity Incorporation State Country Code | L3 |
Entity File Number | 001-36848 |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Registration Statement | false |
Entity Address, Address Line One | Check-Cap Building |
Entity Address, Address Line Two | 29 Abba Hushi Avenue |
Entity Address, Address Line Three | P.O. Box 1271 |
Entity Address, City or Town | Isfiya |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 3009000 |
Title of 12(b) Security | Ordinary Shares |
Trading Symbol | CHEK |
Security Exchange Name | NASDAQ |
Document Accounting Standard | U.S. GAAP |
Auditor Name | Brightman Almagor Zohar & Co. |
Auditor Location | Tel Aviv, Israel |
Auditor Firm ID | 1197 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Contact Personnel Name | Alex Ovadia |
Entity Address, Address Line One | 29 Abba Hushi Avenue |
Entity Address, Address Line Two | P.O. Box 1271 |
Entity Address, City or Town | Isfiya |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 3009000 |
City Area Code | 972 |
Local Phone Number | 546706451 |
Contact Personnel Email Address | Alex.Ovadia@check-cap.com |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and Cash Equivalents, at Carrying Value | $ 26,457 | $ 7,703 |
Restricted cash | 350 | 350 |
Short-term bank deposit | 25,104 | 10,079 |
Prepaid expenses and other current assets | 839 | 285 |
Total current assets | 52,750 | 18,417 |
Non-current assets | ||
Property and equipment, net | 1,793 | 823 |
Operating leases | 1,116 | 398 |
Total non-current assets | 2,909 | 1,221 |
Total assets | 55,659 | 19,638 |
Accounts payable and accruals | ||
Trade | 1,050 | 862 |
Other | 680 | 345 |
Employees and payroll accruals | 1,961 | 1,510 |
Operating lease liabilities | 350 | 264 |
Total current liabilities | 4,041 | 2,981 |
Non-current liabilities | ||
Royalties provision | 132 | 154 |
Operating lease liabilities | 795 | 125 |
Total non-current liabilities | 927 | 279 |
Shareholders' equity | ||
Share capital, Ordinary shares, 2.4 NIS par value (360,000,000 authorized shares as of December 31, 2021 and 2020; 96,411,949 and 46,239,183 shares issued and outstanding as of December 31, 2021 and 2020, respectively) | 68,787 | 31,646 |
Additional paid-in capital | 90,089 | 75,715 |
Accumulated deficit | (108,185) | (90,983) |
Total shareholders' equity | 50,691 | 16,378 |
Total liabilities and shareholders' equity | $ 55,659 | $ 19,638 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ₪ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value per share | ₪ 2.4 | ₪ 2.4 |
Ordinary shares, shares authorized | 360,000,000 | 360,000,000 |
Ordinary shares, shares issued | 96,411,949 | 46,239,183 |
Ordinary shares, shares outstanding | 96,411,949 | 46,239,183 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Research and development expenses, net | $ 12,349 | $ 10,008 | $ 10,474 |
General and administrative expenses | 4,972 | 3,924 | 3,595 |
Operating loss | 17,321 | 13,932 | 14,069 |
Finance income, net | 119 | 86 | 233 |
Net loss | 17,202 | 13,846 | 13,836 |
Other comprehensive loss: | |||
Change in fair value of cash flow hedge | 0 | 0 | (13) |
Comprehensive loss | $ 17,202 | $ 13,846 | $ 13,823 |
Loss per share: | |||
Net loss per ordinary share - basic and diluted | $ 0.21 | $ 0.46 | $ 1.73 |
Weighted average number of ordinary shares outstanding - basic and diluted | 82,807,556 | 30,351,368 | 7,986,059 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary shares [Member] | Additional paid-in capital [Member] | Other Comprehensive Loss | Accumulated deficit [Member] | Total | |
Beginning balance at Dec. 31, 2018 | $ 3,456 | $ 72,888 | $ (13) | $ (63,301) | $ 13,030 | |
Beginning balance, shares at Dec. 31, 2018 | 5,330,684 | |||||
Issuance of ordinary shares and warrants, in the 2019 registered direct offering, net of issuance expenses in an amount of $987 | [1] | $ 1,927 | 4,584 | 0 | 0 | 6,511 |
Issuance of ordinary shares and warrants, in the 2019 registered direct offering, net of issuance expenses in an amount of $987 | [1] | 2,906,376 | ||||
Exercise of warrants, net of issuance expenses in an amount of $22 | $ 0 | 0 | 0 | 0 | 0 | |
Exercise of warrants, net of issuance expenses in an amount of $22, shares | 734 | |||||
RSU vesting | $ 24 | (24) | 0 | |||
RSU vesting, shares | 35,114 | |||||
Share-based compensation | $ 0 | 516 | 516 | |||
Share-based compensation, shares | 0 | |||||
Change in fair values of cash flow hedge | $ 0 | 0 | 13 | 0 | 13 | |
Net loss | 0 | 0 | 0 | (13,836) | (13,836) | |
Ending balance at Dec. 31, 2019 | $ 5,407 | 77,964 | 0 | (77,137) | 6,234 | |
Ending balance, shares at Dec. 31, 2019 | 8,272,908 | |||||
Issuance of ordinary shares in private placement, net of issuance expenses in an amount of approximately $29 | $ 1,894 | 2,837 | 0 | 0 | 4,731 | |
Issuance of ordinary shares in private placement, net of issuance expenses in an amount of approximately $29, shares | 2,720,178 | |||||
Issuance of ordinary shares and warrants in the April - May 2020 Financings, net of issuance expenses in an amount of $1,361 | $ 13,039 | (2,900) | 0 | 0 | 10,139 | |
Issuance of ordinary shares and warrants in the April - May 2020 Financings, net of issuance expenses in an amount of $1,361, shares | 19,166,670,000 | |||||
Issuance of ordinary shares and warrants in the Warrant Exercise Transaction, net of issuance expenses in an amount of $920 | $ 11,290 | (2,578) | 0 | 0 | 8,712 | |
Issuance of ordinary shares and warrants in the Warrant Exercise Transaction, net of issuance expenses in an amount of $920, shares | 16,054,223,000 | |||||
RSU vesting | $ 16 | (16) | 0 | 0 | 0 | |
RSU vesting, shares | 25,204 | |||||
Share-based compensation | $ 0 | 408 | 408 | |||
Share-based compensation, shares | 0 | |||||
Change in fair values of cash flow hedge | 0 | |||||
Net loss | $ 0 | 0 | 0 | (13,846) | (13,846) | |
Ending balance at Dec. 31, 2020 | $ 31,646 | 75,715 | 0 | (90,983) | 16,378 | |
Ending balance, shares at Dec. 31, 2020 | 46,239,183 | |||||
Exercise of warrants, net of issuance expenses in an amount of $22 | $ 18,099 | 1,120 | 0 | 0 | 19,219 | |
Exercise of warrants, net of issuance expenses in an amount of $22, shares | 24,204,682 | |||||
Issuance of ordinary shares and warrants in the June 2021 Registered Direct Offering, net of issuance expenses in an amount of $3,199 | $ 19,011 | 12,790 | 0 | 0 | 31,801 | |
Issuance of ordinary shares and warrants in the June 2021 Registered Direct Offering, net of issuance expenses in an amount of $3,199, shares | 25,925,926 | |||||
Option exercise | $ 5 | (1) | 0 | 0 | $ 4 | |
Option exercise, shares | 7,000 | 7,000 | ||||
RSU vesting | $ 26 | $ (26) | 0 | 0 | $ 0 | |
RSU vesting, shares | 35,158 | |||||
Share-based compensation | 0 | 0 | 491 | |||
Share-based compensation, shares | 491 | |||||
Change in fair values of cash flow hedge | 0 | |||||
Net loss | $ 0 | $ 0 | 0 | (17,202) | (17,202) | |
Ending balance at Dec. 31, 2021 | $ 68,787 | $ 90,089 | $ 0 | $ (108,185) | $ 50,691 | |
Ending balance, shares at Dec. 31, 2021 | 96,411,949 | |||||
[1] | Includes pre-funded units to purchase 1,024,876 ordinary shares at a purchase price of $2.57 per pre-funded unit, issued in connection with the registered direct offering. See Note 10B(2)(k). |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 06, 2019 | |
Issuance expenses | $ 1,361 | |||||
Issuance expenses warrant exercise transaction | $ 3,199 | $ 22 | $ 920 | |||
IPO [Member] | ||||||
Issuance expenses | $ 987 | |||||
Private Placement [Member] | ||||||
Issuance expenses | $ 29 | |||||
Pre funded Units [Member] | ||||||
Number of ordinary shares available for purchase through pre-funded warrants | 1,024,876 | |||||
Pre-funded warrants purchase price | $ 2.57 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (17,202) | $ (13,846) | $ (13,836) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 205 | 148 | 115 |
Share-based compensation | 491 | 408 | 516 |
Financial expenses (income), net | 0 | 7 | 40 |
Changes in assets and liabilities items: | |||
Decrease (increase) in prepaid and other current assets and non-current assets | (549) | 106 | (420) |
Increase (decrease) in trade accounts payable, accruals and other current liabilities | 362 | (317) | 503 |
Increase in employees and payroll accruals | 451 | 409 | 242 |
Decrease in royalties provision | (22) | (28) | (3) |
Net cash used in operating activities | (16,264) | (13,113) | (12,843) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property and equipment | (1,006) | (379) | (167) |
Proceeds from (Investment in) short-term bank and other deposits | (15,000) | (10,072) | 5,612 |
Net cash provided by (used in) investing activities | (16,006) | (10,451) | 5,445 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Exercise of warrants into ordinary shares, net of issuance expenses | 19,219 | 0 | 0 |
Issuance of ordinary shares in the registered direct offerings, net of issuance expenses | 31,801 | 10,139 | 6,511 |
Options Exercise | 4 | 0 | 0 |
Issuance of ordinary shares and warrants in the Warrant Exercise Transaction, net of issuance expenses | 0 | 8,712 | 0 |
Issuance of ordinary shares in the private placement, net of issuance expenses | 0 | 4,731 | 0 |
Net cash provided by financing activities | 51,024 | 23,582 | 6,511 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 18,754 | 18 | (887) |
Cash, cash equivalents and restricted cash at the beginning of the year | 8,053 | 8,035 | 8,922 |
Cash, cash equivalents and restricted cash at the end of the year | 26,807 | 8,053 | 8,035 |
Supplemental disclosure of non-cash flow information | |||
Purchase of property and equipment | 161 | 45 | 32 |
Recognition of operating leases and operating lease liabilities from adoption of ASU 2016-02 | 0 | 0 | 369 |
Assets acquired under operating leases | 1,048 | 151 | 223 |
Supplemental disclosure of cash flow information | |||
Cash paid for taxes | 33 | 5 | 15 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET | |||
Cash and Cash equivalents | 26,457 | 7,703 | 7,685 |
Restricted cash included current assets | 350 | 350 | 350 |
Total cash, cash equivalents, and restricted cash | $ 26,807 | $ 8,053 | $ 8,035 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | NOTE 1 - GENERAL INFORMATION A. General (1) Check Cap Ltd. (the “Company") was incorporated under the laws of the State of Israel. The registered address of its offices is 29 Abba Hushi Avenue, Isfiya 3009000, Israel. (2) The Company has a wholly-owned subsidiary, Check-Cap US, Inc., that was incorporated under the laws of the State of Delaware on May 15, 2015. (3) The Company is a clinical-stage medical diagnostics company aiming to redefine colorectal cancer (CRC) screening and prevention through the introduction of C-Scan®, the first and only patient-friendly preparation-free screening test to detect polyps before they may transform into cancer. The Company’s disruptive capsule-based screening technology aims to significantly increase screening adherence worldwide and help millions of people to stay healthy through preventive CRC screening. C-Scan uses an ultra-low dose X-ray capsule, an integrated positioning, control and recording system, as well as proprietary software to generate a 3D map of the inner lining of the colon. C-Scan is non-invasive and requires no preparation or sedation, allowing the patients to continue their daily routine with no interruption as the capsule is propelled through the gastrointestinal tract by natural motility. (4) 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 Company has incurred losses of $17,202 and $13,846 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company's accumulated deficit was approximately $108,185. The extent of the Company's future operating losses and the timing of becoming profitable are uncertain. The Company has funded its operations to date primarily through equity financings, sale of its ordinary shares and warrants, the exercise of warrants and other financing transactions and through grants from the Israel Innovation Authority of the Ministry of Economy and Industry (the "IIA"). Additional funding will be required to complete the Company's research and development and clinical trials, to attain regulatory approvals, to establish manufacturing infrastructure and to begin the commercialization efforts of C-Scan. The Company has not yet commercialized its product. Even if the Company commercializes its product, it may not become profitable in the foreseeable future. The Company’s ability to achieve profitability depends on a number of factors, including its ability to obtain regulatory approval for its product, successfully complete any post-approval regulatory obligations and successfully commercialize its product alone or in partnership. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings and other financing transactions. While the Company has been successful in raising funds 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. On March 3, 2022, the Company consummated a registered direct offering (the “March 2022 Registered Direct Offering”) for gross proceeds of $10,000 (approximately $8,900 net of issuance expenses). The Company believes that current cash on hand, including the net proceeds from March 2022 Registered Direct Offering, will be sufficient to fund its ongoing operations and plans into the first quarter of 2024. Management expects that the Company will continue to generate losses from the development, manufacturing and infrastructure costs, clinical development and regulatory activities of C-Scan, which will result in negative cash flow from operating activity. The actual amount of cash that the Company will need to operate is subject to many factors, including, but not limited to, the initiation, timing, progress and results of clinical trials and other product development efforts regulatory path along with cost to commercialize its product. (5) As described in Notes 10B(2)(b) and 10B(2)(d), on February 24, 2015, the Company consummated an Initial Public Offering in the United States (U.S.) (the "IPO") concurrently with a private placement. On August 11, 2016, the Company consummated a registered direct offering of ordinary shares and pre-funded warrants. See Note 10B(2)(g). On June 2, 2017, the Company consummated a registered direct offering of ordinary shares and a simultaneous private placement of warrants. See Note 10B(2)(h). On November 22, 2017, the Company consummated a registered direct offering of ordinary shares and a simultaneous private placement of warrants. See Note 10B(2)(i). On May 8, 2018, the Company consummated an underwritten public offering of ordinary shares, pre-funded warrants and Series C warrants. See Note 10B(2)(j). On February 6, 2019, the Company consummated a registered direct offering of ordinary shares and warrants. See Note 10B(2)(k). In February 2020, the Company consummated a private placement of ordinary shares. See Note 10B(2)(l). During April and May 2020, the Company consummated three registered direct offerings of ordinary shares and simultaneous private placements of warrants. See Note 10B(2)(m). On July 27, 2020, the Company consummated a warrant exercise transaction to purchase ordinary shares and a simultaneous private placement of warrants. See Note 10B(2)(n). During the first quarter of 2021, certain investors exercised their warrants previously issued by the Company Note 10B(2)(o). On July 1, 2021, the Company consummated a registered direct offering of ordinary shares and warrants. See Note 10B(2)(p). On March 3, 2022, the Company consummated a registered direct offering of ordinary shares and warrants. See Note 17(2). The Company's ordinary shares and Series C Warrants are listed on the NASDAQ Capital Market under the symbols "CHEK" and CHEKZ” respectively. The Company’s Series A Warrants, formerly listed on the NASDAQ Capital Market under the symbol “CHEKW”, expired on February 24, 2020; and their listing was suspended on February 28, 2020. The consolidated financial statements of the Company as of and for the year ended December 31, 2021 include the financial statements of the Company and its wholly-owned U.S. subsidiary. (6) On December 23, 2021, the Company announced that it received a letter from the Staff, indicating that the Company is not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of $1.00 per share. The Company was provided by Nasdaq with a compliance period of 180 calendar days (i.e., until June 21, 2022) to regain compliance pursuant to Nasdaq Listing Rules. The Company is able to regain compliance, if at any time during such 180 day period, the closing bid price of its ordinary shares is at least $1.00 for a minimum of ten consecutive business days. In the event the Company does not regain compliance after the initial 180-day period, the Company may then be eligible for an additional time if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. (7) In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. The Company has in the past experienced temporary disruptions to its operations as a result of the COVID-19 pandemic including disruptions to the Company’s clinical studies and implemented several temporary cost reduction measures. The Company has also implemented several measures according to the Israel Ministry of Health’s guidelines, including remote working whenever possible, physical separation between employees and daily employee health monitoring. Infection rates in Israel have recently spiked upwards and the extent to which the COVID-19 pandemic shall impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, the impact on the global economy, the impact of any further waves of COVID-19, the efficacy of the vaccines and the other actions that may be required to contain COVID-19 or treat its impact. In particular, the continued spread of COVID-19 globally could materially adversely impact the Company’s operations and workforce, including its research and clinical trials and its ability to continue raise capital, could affect the operations of key governmental agencies, such as the FDA, which may delay the Company’s development plans, and could result in the inability of the Company’s suppliers to deliver components or raw materials on a timely basis or at all, each of which in turn could have a material adverse impact on the Company’s business, financial condition and results of operation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
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 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 US, 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. dollars (dollar or USD) or NIS. The financial statements are presented in dollars, which is the functional currency of the Company. In management's judgment, 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 uses these reports in order to make decisions for the Company. All of the Company's equity financings have been in dollars; and it is expected that a significant portion of the Company's future revenues will be in dollars. 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 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. F. Cash flow hedges As a matter of policy, the Company uses derivatives for risk management purposes and does not use derivatives for speculative purposes. From time to time, the Company may enter into foreign currency zero-cost collars or minimal cost collars contracts to hedge foreign currency cash flow transactions. As of December 31, 2021 and 2020, the Company had outstanding foreign exchange collars in the notional amount of approximately $3,466 and $1,870, respectively. These options were set for a period of up to six months as of December 31, 2021. The Company measured the fair value of the options in accordance with provisions of ASC No. 820 (classified as level 2 of the fair value hierarchy). The fair value of the Company’s outstanding collars on December 31, 2021 and 2020 amounted to an asset, net, of $65 and $12, respectively and is included in other current assets. G. Property and equipment 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, 2021, 2020 and 2019, no impairment losses were recorded. I. Research and development costs Research and development costs are expensed as incurred and consist primarily of costs for 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 the IIA 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. J. 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, 2021, and 2020, 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. K. Share-based compensation The Company recognizes expense for its share-based compensation based on the fair value of the awards granted. The Company’s share-based compensation plans provide for the award of stock options and restricted stock units. 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. Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) allows companies to account for forfeitures when they occur. The Company recognizes compensation cost for awards with performance conditions if and when the company concludes that it is probable that the performance conditions will be achieved. ASC 718’s use of the term probable is consistent with that term’s use in ASC 450, Contingencies, which refers to an event that is likely to occur (ASC Master Glossary). The Company reassess at each reporting period the probability of vesting for awards with performance conditions and adjusts compensation cost based on its probability assessment. The Company selected the Black-Scholes-Merton option-pricing model as the most appropriate fair value method for its share-based 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. In the years ended December 31, 2021, 2020 and 2019, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. 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 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. L. Income taxes 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, 2021 and 2020, 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. M. Fair value of financial instruments The Company measures its investments in money market funds (classified as cash equivalents) and its foreign currency net purchased options at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: • Level 1. • Level 2 • Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. N. Comprehensive loss The Company accounts for comprehensive income in accordance with ASC No. 220, “Comprehensive Income”. Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to, shareholders. O. Restricted Cash The Company has granted a pledge in favor of Bank Leumi Le-Israel B.M in the amount of $350 to secure certain payment obligations of the Company in connection with hedge transactions. This amount was classified as restricted cash balance as of December 31, 2021 and 2020. P. Leases ASU 2016-02, “Leases (Topic 842)” was issued by the FASB in February 2016. The Company adopted this ASU 2016-02 effective January 1, 2019 using the modified retrospective application, applying the new standard to leases in place as of the adoption date. Prior periods have not been adjusted. Leases existing for the reporting period beginning January 1, 2019 are presented under ASU 2016-02. Arrangements that are determined to be leases at inception are recognized as long-term operating lease assets and lease liabilities in the consolidated balance sheet at lease commencement. Operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at the commencement date in determining the present value of future lease payments. Lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company elected to adopt a package of practical expedients offered by the FASB which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. The Company has also elected the practical expedient to include both lease and non-lease components as a single component and account for it as a lease. Additionally, the Company has made a policy election not to capitalize leases with an original term of 12 months or less. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. Q. Recent accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard is effective for the Company from January 1, 2021 and must be applied on a modified retrospective basis. The adoption of the standard have a material impact on the Company's financial statements and disclosures. In November 2021, the FASB issued ASU No. 2021- 10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The Company already adopted ASU No. 2021- 10, in its financial statements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
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 2 1 2 0 2 0 Government institutions 206 142 Prepaid expenses 470 124 Deposits 13 11 Other assets 150 8 839 285 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET Composition: December 31, 2 0 2 1 2 0 2 0 Cost: Office furniture and equipment 723 221 Laboratory equipment 1,721 1,163 Computers and auxiliary equipment 540 432 2,984 1,816 Accumulated depreciation 1,191 993 Property and equipment, net 1,793 823 Depreciation expenses amounted to $205, $148 and $115 for the years ended December 31, 2021, 2020 and 2019, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 5 - LEASES On January 1, 2019, the Company adopted ASU 2016-02, using the modified retrospective approach for all lease arrangements at the beginning period of adoption. On January 26, 2021, the Company entered into a new lease agreement, as amended (the “Amended Lease Agreement”), according to which, effective as of April 1, 2021, the Company leases a total of approximately 1,550 square meters at its facility located in Isfiya, Israel. The Amended Lease Agreement expires on December 31, 2023, and the Company has an option to extend the lease period for an additional three years. The Company has the right to terminate the Amended Lease Agreement at any time, upon at least 60 days prior written notice. Monthly rental expenses under the lease agreement are $16.1. Prior to , the Company leased approximately 900 square meters at the same facility under a lease agreement, originally scheduled to expire on May 31, 2022. According to ASC 842, the Amended Lease Agreement was accounted for as a lease modification and, therefore, the lease liability was remeasured as of the modification date with an adjustment recorded to the underlying right of use asset. In addition, the Company leases vehicles under various operating lease agreements. On December 31, 2021, the Company’s operating lease assets and lease liabilities (both the current and non-current portion) for operating leases totaled $1,116 and $1,145, respectively. Supplemental cash flow information related to operating leases was as follows: Year Ended December 31, 2021 Cash payments for operating leases $ 327 The Company uses its incremental borrowing rate as the discount rate for its leases, as the implicit rate in the lease is not readily determinable. As of December 31, 2021, the Company’s operating leases had a weighted average remaining lease term of 4.3 years and a weighted average borrowing rate of 3.8%. Upon adoption of ASC 842, discount rates for existing operating leases were established as of January 1, 2019. Future lease payments under operating leases as of December 31, 2021 were as follows: Operating Leases 2022 $ 348 2023 289 2024 and after 581 Total future lease payments 1,218 Less imputed interest (73 ) Total lease liability balance $ 1,145 |
EMPLOYEE BENEFITS AND PAYROLL A
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS | 12 Months Ended |
Dec. 31, 2021 | |
Employee-related Liabilities [Abstract] | |
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS | NOTE 6 - EMPLOYEE BENEFITS AND PAYROLL ACCRUALS A. Composition: December 31, 2 0 2 1 2 0 2 0 Short-term employee benefits: Benefits for vacation and recreation pay 573 441 Liability for payroll, bonuses and wages 1,388 1,069 1,961 1,510 B. Post-employment benefits Pursuant to Israel's Severance Pay Law, 1963, 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 their name with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments under the Israeli Severance Pay Law, 1963 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 certain 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 the 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 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 related parties, see Note 16. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
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 in years 2019, 2020, 2021 and onwards is 23%. 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 "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 Preferred Enterprise 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. 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. 2. The Law for the Encouragement of Capital Investments, 1959 (the "Investments Law") (Cont.) c) Amendment of the Law for the Encouragement of Capital Investments, 1959 (Cont.) 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: Adoption of tax benefits for high-tech preferred enterprises, based on the provisions and rules adopted by the Organization for Cooperation and Economic Development, creating new tax tracks of 7.5% for Development Area A and 12% for the rest of the country. Reduction of corporate tax rate for all preferred enterprises from 9% to 7.5%. 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. Updating the definitions of preferred income, preferred enterprise, etc. In accordance with the Income Tax Ordinance, as of December 31, 2021, all of the Company’s tax assessments through tax year 2016 are considered final. B. Check-Cap US, Inc. Check-Cap US, Inc. is taxed according to U.S. tax laws at a rate of 21%. Check-Cap US, Inc. operating loss or “NOL” carry-forwards was $4 as of December 31, 2021 and 2020. 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 on its net-operating loss carryforwards. December 31, 2 0 2 1 2 0 2 0 Carry-forward tax losses 24,677 19,774 Less valuation allowance (24,677 ) (19,774 ) - - 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 of 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, 2021 | |
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 The royalty liability is calculated based on estimated future sales generated by products which include the ASIC component. As of December 31, 2021, the Company believes that it will be required to pay the above mentioned royalties, and accordingly, recorded, as of December 31, 2021, a provision in a total amount of $132. 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 a 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 Check-Cap LLC under Section 367(d) of the Code, and is based in part on the Company’s forecasted sales with a cap calculated as the fair value of the share as determined at the date of the financial statements. The reimbursement liability is calculated by multiplying the estimated tax rate by the lowest of: (1) expected cash outflows for a period of 15 years ended December 31, 2023, discounted using a discount factor commensurate with the risk of the Company, and (2) value of the shares held by U.S. unit holders of the Predecessor Entity as of December 31, 2021 multiplied by $0.6747, the last reported price per share of the Company’s ordinary shares on the Nasdaq Capital Market on December 31, 2021. Any updates in the contingent liability will be charged to earnings. Since the Company does not expect to be profitable in year 2023, the liability based on the discounted outflows is $0. As a result, as of December 31, 2021, the balance of the reimbursement liability totaled $0. December 31, 2 0 2 1 2 0 2 0 Royalties to an ASIC designer 132 140 Reimbursement liability to Predecessor Entity's unit holders - 14 132 154 B. Commitments (1) Royalties The Company's research and development efforts are financed, in part, through funding from the IIA and the BIRD Foundation. Since the Company's inception through December 31, 2021, the Company received funding from the IIA and the BIRD Foundation in the total amount of approximately $5,600 and $114, respectively. In year 2021, the Company received grants approval from the IIA to support the funding of the Company’s transition from research and development to manufacturing, of which approximately $349 was received in year 2021 and $82 was received in January 2022. The grants received under this plan are not subject to future royalties. According to the terms of applicable law as currently in effect regarding the grants received before year 2021, the IIA is entitled to royalties equal to 3-4% (or at an increased rate under certain circumstances) of the revenues from sales of products and services based on technology developed using IIA grants, 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, 2021, the Company had not paid any royalties to the IIA and had a contingent liability to the IIA in the amount of approximately $6,136. On July 13, 2014, the Company entered into a Cooperation and Project Funding Agreement with the BIRD Foundation and Synergy and during 2014-2017, the Company, together with Synergy, had received funding from the BIRD Foundation in the aggregate amount of approximately $127. Based on the aggregate expenses that the Company incurred for such project, it refunded to the BIRD Foundation an amount of approximately $13. The Company will not be receiving additional funding from the BIRD Foundation for the project, which is no longer active. As of December 31, 2021, the Company had not paid any royalties to the BIRD Foundation and had a contingent obligation to the BIRD foundation in the amount of $194. (2) Rental agreements 1. On January 26, 2021, the Company entered into the Amended Lease Agreement according to which, effective as of April 1, 2021, it leases approximately 1,550 square meters at the facility located in Isfiya, Israel. The Amended Lease Agreement expires on December 31, 2023, and the Company has an option to extend the lease period for an additional three years. The Company has the right to terminate the agreement at any time, upon at least 60 days prior written notice. Monthly rental expenses under the Amended Lease Agreement are $16.1. See also Note 5. 2. On December 30, 2021, the Company entered into a Sub-lease Agreement (the “Sub-lease Agreement”), with a Company supplier ( the “Lessor”) according to which, the Company leases approximately 70 square meters laboratory production of certain components in Petach Tikva , Israel. The agreement will enter into effect upon receipt of certain permits including a business license from Petach Tikva municipality that as of December 31, 2021 had not yet been received. The Sub-lease Agreement expires on January 31, 2025, and the Company has an option to extend the lease period for an additional two years. The Company has the right to terminate the agreement at any time, upon at least 90 days prior written notice. The lessor has the right to terminate the Sub-lease Agreement, upon at least 12 months prior written notice. The Sub Lease Agreement is part of an amended agreement with the supplier for certain additional services. Total monthly rental expenses under the Sub-lease Agreement and the payment for other services is $30.5. B. Commitments (Cont.) (3) 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 are approximately $21. See also Note 5. (4) The Company issued purchase orders to certain suppliers in order to secure strategic inventory of key components that as of December 31,2021 have not yet been supplied. C. Legal As of the date of the financial statements, the Company is not a party to any pending litigation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 - FAIR VALUE MEASUREMENTS In accordance with ASC No. 820, the Company measures its money market funds and foreign currency derivative contracts at fair value. Money market funds are classified within Level 1. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Company’s financial assets measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of the following dates: December 31, 2021 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 2,160 $ 2,160 Other current assets : Foreign currency derivative instruments $ 65 $ 65 Total financial assets $ 2,160 $ 65 $ 2,225 December 31, 2020 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 2,158 $ 2,158 Other current assets: Foreign currency derivative instruments $ 12 $ 12 Total financial assets $ 2,158 $ 12 $ 2,170 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 10 - SHAREHOLDERS' EQUITY A Effective April 4, 2018, the Company's Board of Directors effected a reverse share split of 1-for-12 (i.e., 12 ordinary shares were combined into one ordinary share) (“Reverse Share Split”). Share and per share amounts in the financial statements, prior to April 4, 2018, have been adjusted to reflect the Reverse Share Split. B. Ordinary shares 1. 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 32,174 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 then Company's CEO ("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. Anti-dilution warrants to purchase 734 and 7,724 ordinary shares were exercised during the years ended December 31, 2019 and 2018, respectively. The remaining Anti-dilution Warrants to purchase 6,512 ordinary shares expired on May 11, 2020. b) On February 24, 2015, the Company consummated an IPO in the U.S. of 166,667 units at a public offering price of $72 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 entitled the holder to purchase one ordinary share at an exercise price of $90. Upon vesting, each Long Term Incentive Warrant entitles the holder to purchase one ordinary share at an exercise price of $82.80. The Series A Warrants expired on February 24, 2020. The Company granted the underwriters a 45-day over-allotment option to purchase up to 25,000 additional units (together with an accompanying 37,500 Long Term Incentive Warrants). The option to purchase additional 8,334 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 an additional 12,500 ordinary shares and 6,250 Series A Warrants was partially exercised. The Company received net proceeds from the IPO and partial exercise of the over-allotment option of approximately $10,800 (net of issuance cost of approximately $2,900, 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 25,624 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 $12,000 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 $1,000 (or portion thereof) extended by such Lender. The Company issued Credit Line Warrants ("CLA Warrants") to purchase in the aggregate 221,556 of its ordinary shares. The CLA Warrants are exercisable for a period of ten years at an exercise price of NIS 2.40 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 166,667 units at a price of $72 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 entitled the holder to purchase one ordinary share at an exercise price of $90. Upon vesting, each Long Term Incentive Warrant entitles the holder to purchase one ordinary share at an exercise price of $82.80. The Company received net proceeds from the Private Placement of approximately $10,900 (net of issuance cost of approximately $1,200, including certain warrants with a value of $125 issued in connection with the Private Placement). The Series A Warrants expired on February 24, 2020. As of December 31, 2021 and December 31, 2020, Long Term Incentive Warrants to purchase 378,047 ordinary shares were outstanding. The Long Term Incentive Warrants expired on February 24, 2022. e) No CLA Warrants were exercised during the years ended December 31, 2021 and 2020. As of December 31, 2021, CLA Warrants to purchase 7,389 ordinary shares were outstanding. f) Upon the closing of the IPO, the Company issued warrants to purchase 8,334 ordinary shares at an exercise price of $90 to the IPO lead underwriter and warrants to purchase 1,250 ordinary shares at an exercise price of $60.72 to the Company's U.S. legal counsel. These warrants expired on February 24, 2020. g) On August 11, 2016, the Company consummated a registered direct offering of 53,635 ordinary shares at a price of $22.80 per share and pre-funded warrants to purchase 209,524 ordinary shares at a purchase price of $22.20 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.60 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 August registered direct offering of approximately $5,900 (including proceeds from the exercise of 47,917 pre-funded warrants at the closing of the offering). On January 23, 2017, the remaining pre-funded warrants to purchase 24,167 ordinary shares were exercised, for additional proceeds of approximately $14.5. h) On June 2, 2017, the Company consummated a registered direct offering of 112,460 ordinary shares at a price of $24.00 per share and a simultaneous private placement of one-year warrants to purchase 112,460 ordinary shares at an exercise price of $25.50 per share immediately exercisable. The Company received gross proceeds from this registered direct offering of approximately $2,690. On June 2, 2018, all of the warrants issued in this offering expired. As of December 31, 2021, warrants to purchase 5,625 ordinary shares issued to the placement agent in connection with the offering were outstanding. i) On November 22, 2017, the Company consummated a registered direct offering of 189,387 ordinary shares at a price of $13.20 per share and a simultaneous private placement of five-year warrants to purchase 142,042 ordinary shares at an exercise price of $15 per share immediately exercisable. The Company received gross proceeds from this registered direct offering of approximately $2,500. On April 25, 2018, 56,812 of these warrants were cashless exercised into 13,574 ordinary shares. , j) On May 8, 2018, the Company consummated an underwritten public offering (the “2018 Public Offering”) of 2,738,472 units (the “ 2018 Units”), at a public offering price of $5.5 per unit, and 450,909 pre-funded units (the “ 2018 Pre-funded Units”), at a public offering price of $5.49 per 2018 Pre-funded Unit. Each 2018 Unit consisted of one ordinary share of the Company and one Series C warrant to purchase one ordinary share of the Company. Each 2018 Pre-funded Unit consisted of one pre-funded warrant to purchase one ordinary share and one Series C Warrant to purchase one ordinary share. The exercise price of each pre-funded warrant included in the 2018 Pre-funded Unit was $0.01 per share. The Series C warrants have an exercise price of $5.50 per share, are exercisable immediately and will expire five years from the date of issuance. The Company granted the underwriters a 30-day over-allotment option to purchase up to an additional 478,407 ordinary shares and/or Series C Warrants to purchase up to an additional 478,407 ordinary shares at the public offering price. The underwriters’ option was exercised in full on May 8, 2018. The Company received gross proceeds from the 2018 Public Offering and exercise in full of the over-allotment option of approximately $20,200 (before deducting underwriting discounts and commissions and other offering fees and expenses). During May 2018, the 450,909 pre-funded warrants were exercised in full in consideration of additional gross proceeds of approximately $4,500. As of December 31, 2021, Series C Warrants to purchase 3,667,788 ordinary shares were outstanding. k) On February 6, 2019, the Company issued 1,881,500 units, (the “2019 Units”) at a purchase price of $2.58 per unit, and 1,024,876 pre-funded units (the “2019 Pre-funded Units”), at a purchase price of $2.57 per 2019 Pre-Funded Unit, in a registered direct offering (the “2019 Registered Direct Offering”). Each unit consisted of one ordinary share of the Company and one Series D Warrant to purchase 0.5 ordinary share of the Company. Each 2019 Pre-Funded Unit consisted of one pre-funded warrant to purchase one ordinary share and one Series D Warrant to purchase 0.5 ordinary share. The exercise price of each pre-funded warrant included in the 2019 Pre-Funded Unit was $0.01 per share. The Series D Warrants have an exercise price of $2.58 per ordinary share and are immediately exercisable and will expire on the fifth anniversary of the original issuance date. The Company also issued placement agent warrants to purchase up to an aggregate of 203,446 ordinary shares, on the same terms as the warrants issued to the investors, except they have an exercise price of $3.225 per share. The Company received gross proceeds from the February 2019 Registered Direct Offering of approximately $7,500 (including proceeds from the exercise of 1,024,876 pre-funded warrants), or approximately $6,500, net of issuance expenses in the amount of $987. On July 27, 2020, as part of the Warrants Exercise Transaction (see Note 10B(2)(n)), warrants to purchase 968,992 ordinary shares were exercised for ordinary shares and warrants. As of December 31, 2021, warrants to purchase 484,196 ordinary shares held by certain investors and warrants to purchase 203,446 ordinary shares held by the placement agent were outstanding. l) On December 19, 2019, the Company entered into definitive agreements with certain investors to sell an aggregate of 2,720,178 ordinary shares at a purchase price of $1.75 per share in a private placement, resulting in gross proceeds of approximately $4,760. The closing of the transaction occurred in February 2020. m) April – May 2020 registered direct offerings On April 22, 2020, May 4, 2020 and May 13, 2020, the Company issued 6,666,669, 7,500,001 and 5,000,000 ordinary shares, respectively, in registered direct offerings (the “April-May 2020 Registered Direct Offering”) at a purchase price of $0.60 per share and issued to the investors unregistered warrants to purchase an aggregate of 6,666,669, 7,500,001 and 5,000,000 ordinary shares, respectively, in a private placement. The warrants are immediately exercisable and will expire five and one-half years from the issuance date at an exercise price of $0.80 per ordinary share, subject to certain adjustments. The warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. The terms of the warrants did not include features that would preclude equity classification. The Company also issued unregistered placement agent warrants to purchase up to an aggregate of 466,667, 525,000 and 350,000 ordinary shares, respectively, on the same terms as the warrants issued to the investors in the private placement, except they have a term of five years and an exercise price of $0.75 per share. The Company received gross proceeds from the April-May 2020 Registered Direct Offerings of approximately $11,500, or approximately $10,139, net of issuance expenses in the amount of $1,361. On July 27, 2020, as part of the Warrants Exercise Transaction, warrants to purchase an aggregate 15,000,003 ordinary shares were exercised. During the first quarter of 2021, warrants to purchase 4,166,667 ordinary shares held by certain investors and warrants to purchase 1,341,667 ordinary shares held by the placement agent warrants were exercised into ordinary shares (see Note 10B(2)(n)). n) On July 23, 2020, the Company entered into a warrant exercise agreement, (the “Warrants Exercise Transaction”), with several existing institutional investors who are the holders (the “Holders”) of warrants issued in May 2020, April 2020, February 2019 and November 2017 (the “Old Warrants”), to purchase ordinary shares, pursuant to which the Holders agreed to exercise in cash their Old Warrants to purchase up to an aggregate of 16,054,223 ordinary shares having exercise prices ranging from $15.00 to $0.80 per share issued by the Company, at a reduced exercise price of $0.60 per share, resulting in gross proceeds to the Company of approximately $9,632 or approximately $8,712, net of issuance expenses in the amount of approximately $920. Closing occurred on July 27, 2020. Under the Warrants Exercise Transaction agreement, the Company also issued to the Holders new unregistered warrants to purchase up to 19,265,068 ordinary shares, (the “Private Placement Warrants”). The Private Placement Warrants are immediately exercisable, expire five and one-half years from issuance date and have an exercise price of $0.80 per share, subject to certain adjustment. The Private Placement Warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. The terms of the warrants did not include features that would preclude equity classification. In addition, the Company issued unregistered placement agent warrants to purchase up to an aggregate of 1,123,796 ordinary shares on the same terms as the warrants issued to the Holders, except that they have an exercise price of $0.75 per share. During the first quarter of 2021, an aggregate of 17,572,552 warrants held by certain investors and 1,123,796 warrants held by the placement agent, were exercised into ordinary shares. As of December 31, 2021, warrants to purchase 1,692,515 ordinary shares held by certain investors, were outstanding. o) During the first quarter of 2021, as a result of an exercise of warrants by the investors from the Warrants Exercise Transaction and the April-May 2020 Offerings, the Company issued an aggregate of 24,204,682 ordinary shares, at exercise prices ranging from $0.75-$0.80 per share, for total gross proceeds of approximately $19,240 to the Company. p) On June 30, 2021, the Company entered into a definitive agreement with several institutional and accredited investors for the purchase and sale of 25,925,926 of the Company's ordinary shares and accompanying short-term warrants to purchase up to an aggregate of 25,925,926 of the Company's ordinary shares in a registered direct offering (the “June 2021 Registered Direct Offering”). The June 2021 Registered Direct Offering was consummated on July 2, 2021. The warrants are immediately exercisable and will expire three and one-half years from the issuance date at an exercise price of $1.50 per ordinary share, subject to certain adjustments. The warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. The terms of the warrants did not include features that would preclude equity classification. The Company also issued registered placement agent warrants to purchase up to an aggregate of 1,296,296 ordinary shares, substantially on the same terms as the warrants issued to the investors in the private placement, except they have an exercise price of $1.6875 per share. Upon any exercise of the warrants for cash, the Company agreed to pay the placement agent warrants to purchase up to 5.0% of the number of ordinary shares issued upon the cash exercise of the warrants (up to 1,296,296 warrants). As of December 31, 2021, warrants to purchase 25,925,926 ordinary shares held by certain investors and 1,296,296 warrants held by the placement agent, were outstanding. The Company received gross proceeds from the June 2021 Registered Direct Offering of approximately $35,000, or approximately $31,801, net of issuance expenses in the amount of $3,199. (See Note 17(2) regarding change of exercise price and term of exercise of date of 18,525,927 warrants). q) On October 14, 2014, the Company issued warrants to purchase an aggregate 18,464 ordinary shares (the “Pontifax Warrants”) to the Pontifax Funds in consideration of their commitment to provide to the Company, for no consideration, certain business development and chairman services. As of December 31, 2021, Pontifax Warrants to purchase 9,232 ordinary shares, with an exercise price of $60.72 per share, were outstanding. r) On March 3, 2022, the Company consummated registered direct offering. See Note 17(2). |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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 (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 August 13, 2015, the shareholders approved and adopted the Check-Cap Ltd. 2015 Equity Incentive Plan (the "2015 Israeli Plan") and the Check-Cap 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. 3. On August 5, 2020, the Company's Board of Directors resolved to increase the number of ordinary shares of the Company reserved for issuance under the 2015 Plan by an additional 350,000 shares to 1,555,594 shares. 4. On August 5, 2021, the Company's Board of Directors resolved to increase the number of ordinary shares of the Company reserved for issuance under the 2015 Plan by an additional 2,500,000. 5. As of December 31, 2021, the available number of ordinary shares of the Company reserved for future awards under the 2015 Plan was 525,428 shares. 6. On January 27, 2022 the Company's Board of Directors resolved to increase the number of ordinary shares of the Company reserved for issuance under the 2015 Plan by an additional 500,000 shares. 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 2021, 2020 and 2019 as well as the estimated fair value of the underlying ordinary shares on the grant date: Options: Share based Fair value expenses (1) on grant $in Vesting Grant date No. of options Expiration date Exercise price date thousands terms May 6, 2019 (3) 20,814 May 6, 2029 $ 2.68 $ 2.01 $ 42 (2 ) August 5, 2019 (3) 30,338 August 5, 2029 $ 2.15 $ 1.48 $ 45 (2 ) November 4, 2019 (3) 22,930 November 4, 2029 $ 1.85 $ 1.37 $ 31 (2 ) December 12, 2019 (4) 129,639 December 12, 2029 $ 1.93 $ 1.14 $ 148 (2 ) March 5, 2020 7,938 March 5, 2030 $ 1.82 $ 1.17 $ 9 (2 ) May 27, 2020 2,646 May 27, 2030 $ 0.59 $ 0.42 $ 1 (2 ) August 5, 2020 357,522 August 5, 2030 $ 0.60 $ 0.49 $ 174 (6 ) November 17, 2020 20,638 November 17, 2030 $ 0.32 $ 0.21 $ 4 (6 ) December 10, 2020 (5) 225,000 December 10, 2030 $ 0.36 $ 0.27 $ 62 (6 ) March 17, 2021 25,400 March 17, 2031 $ 2.27 $ 2.14 $ 54 (6 ) May 11, 2021 17,992 May 11, 2031 $ 1.59 $ 2.27 $ 23 (6 ) August 4, 2021 (7) 733,868 August 4, 2031 $ 1.23 $ 0.92 $ 382 (6 ) September 13, 2021 15,000 September 13, 2031 $ 1.05 $ 0.85 $ 13 (10 ) September 20, 2021 (8) 25,000 September 20, 2031 $ 1.03 $ 0.81 $ 20 (6 ) November 2, 2021 31,022 November 2, 2031 $ 1.11 $ 0.95 $ 31 (6 ) December 9, 2021 (9) 766,667 December 9, 2031 $ 1.34 $ 0.65 $ 497 (9 ) December 9, 2021 (9) 383,333 December 9, 2031 $ 1.34 $ 0.66 $ 252 (9 ) RSUs: No. of RSUs Fair value on Share based Vesting Grant date and PSUs Expiration date grant date expenses (1) terms December 12, 2019 (4) 55,560 December 12, 2029 $ 1.52 $ 84 (2 ) August 4, 2021 (7) 300,000 August 4, 2031 $ 1.09 $ 327 (6 ) 1. Share based expenses are based on their fair value on grant date. The amount is charged to the statement of operations over the vesting periods. 2. The options vest over a period of three years commencing on the date of grant, such that one third of the options vested on the first anniversary of the date of grant and thereafter, the remaining options vest in quarterly installments. 3. Of the 20,814, 30,338 and 22,930 options, 10,230, 10,230 and 10,230 options, respectively, were issued to certain of the Company’s officers. The remaining options were issued to certain employees. 4. On December 12, 2019, the Company's shareholders approved the award of 92,599 options and 39,685 performance based RSUs to the Company’s CEO and 37,040 options and 15,875 performance based RSUs to certain members of the Company's Board of Directors, respectively. The options shall vest over a period of three years commencing on their date of grant, such that 33.33% of the options shall vest on the first anniversary of the date of grant and an additional 8.33% will vest at the end of each subsequent three-month period thereafter, subject to each of the Company’s CEO and the member of the Board of Directors continuing service with the Company on each applicable vesting date. The exercise price of the options of $1.93, equal to the average closing price of the Company’s ordinary shares on the Nasdaq Capital Market during the 30 trading days prior to the approval of the grant of the award by the shareholders, plus a 25% premium. The performance-based RSUs will vest over a period of three years commencing on January 1, 2020, in three equal tranches, and is subject to the achievement of Performance Targets. At least 60% of the Performance Targets for any calendar year must be met to be entitled to the tranche with respect to such calendar year, and once met, the applicable tranche will vest in full. Each of the Company’s CEO and the members of the Board of Directors must be serving as the Company CEO and members of the Board of Directors, respectively, on the date of the filing of the Company’s annual financial statements for each calendar year during the three year vesting period to be entitled to the performance based RSU tranche for any such calendar year. The vesting conditions for the performance-based RSUs with respect to the Performance Targets include a mechanism for deferring vesting to the following years in the event of a failure to fulfill the criteria for any calendar year, provided that the cumulative average achievement criteria of the Performance Targets during the vesting period is met. The compensation expense was based on the fair value on the grant date and was estimated at approximately $166 and $66 for the options and performance based RSUs granted to the Company’s CEO and to certain members of the Company's Board of Directors, respectively. These amounts are charged to the statement of operations over the vesting periods of which $59, $148 and $5 was recorded to general and administrative expenses in the year ended December 31, 2021, 2020 and 2019, respectively. 5. On December 10, 2020, the Company's Board of Directors approved the award of 225,000 options to the Company’s officers, at an exercise price of $0.36, equal to the higher of the share price at the grant date on Nasdaq, or the average closing price of our ordinary shares on Nasdaq during the 30 trading days prior to the grant date. 6. The options vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest and become exercisable on the first anniversary of the date of grant and thereafter, shall vest monthly in equal portions at the end of each month over the subsequent thirty-six (36) months. 7. Of the 733,868 options and 300,000 RSUs, 241,500 options and 103,500 RSUs, were issued to certain of the Company’s officers. The remaining options were issued to certain employees. 8. On September 20, 2021, the Company's Board of Directors approved the award of 25,000 options to the Company’s VP clinical, at an exercise price of $1.03, equal to the higher of the share price at the grant date on Nasdaq, or the average closing price of our ordinary shares on Nasdaq during the 30 trading days prior to the grant date. 9. On December 9, 2021, the Company's shareholders approved the award of 1,150,000 options to the Company’s CEO. The options shall vest as follows: (i) two-thirds of the options (766,667 options) shall vest over a period of four years commencing on their date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and an additional 2.0833% will vest at the end of each month thereafter; and (ii) one third of the options (383,333 options) shall fully vest upon the approval by the FDA of the use of our C-Scan, in humans, subject, in each case, to the CEO’s continuing service with the Company on each applicable vesting date. The exercise price of the options of $1.34, equal to the average closing price of the Company’s ordinary shares on the Nasdaq Capital Market during the 30 trading days prior to the approval of the grant of the award by the shareholders, plus a 50% premium. The compensation expense was based on the fair value on the grant date and was estimated at approximately $749. The fair value amount is charged to the statement of operations over the vesting periods of which $23 was recorded to general and administrative expenses in the year ended December 31, 2021. 10. Options to service provider. The options vest over a period of twelve (12) months. C. Options Fair Value The parameters which were used in applying the model are as follows: For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Expected volatility (1) 115%-153 % 95%-98 % 98%-103 % Risk-free rate 0.81%-1.34 % 0.31%-0.83 % 1.59%-2.30 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5.27-6.41 5.88-6.1 5.88 Share price $0.8 - $2.27 $0.28 - $1.57 $1.52 - $2.52 (1) In the years ended December 31, 2021, 2020 and 2019, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. D. Effect of share-based compensation transactions on the Company's statements of operations For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Research and development, net 329 165 421 General and administrative, net 162 243 95 Total 491 408 516 E. A summary of the Company's option activity related to options granted to employees, service providers and directors, and related information under the 2006 Plan and the 2015 Plan is as follows: Year ended December 31, 2021 Weighted Aggregate Weighted average intrinsic average of remaining value exercise contractual ($in Price life thousands) Number (in $) (in years) (2) Options outstanding at beginning of year 1,088,737 4.76 8.74 - Options granted 1,998,282 1.30 Options forfeited (163,810 ) 4.65 Options exercised (7,000 ) 0.60 Options outstanding at end of year 2,916,209 2.41 9.13 - Options exercisable at end of year 540,727 7.72 7.03 - Year ended December 31, 2020 Weighted Aggregate Weighted average intrinsic average of remaining value exercise contractual ($in Price life thousands) Number (in $) (in years) (2) Options outstanding at beginning of year 547,322 10.24 8.30 - Options granted 616,390 0.52 Options forfeited (74,975 ) 9.83 Options outstanding at end of year 1,088,737 4.76 8.74 - Options exercisable at end of year 309,710 14.14 7.00 - Year ended December 31, 2019 Weighted Aggregate average intrinsic Weighted remaining value average of contractual ($in exercise price life thousands) Number (in $) (in years) (2) Options outstanding at beginning of year 422,784 15.54 8.60 - Options granted 203,721 2.03 Options forfeited (79,183 ) 12.17 Options outstanding at end of year 547,322 10.24 8.30 - Options exercisable at end of year 194,291 23.36 6.48 - 1. The weighted average grant date fair values of options granted during the years ended December 31, 2021, 2020 and 2019 were $0.79, $0.41 and $1.31, respectively. 2. As of December 31, 2021, an amount of 2,420,771 outstanding options are out of the money. Options in the amount of 495,438 with an exercise price of $0.32, $0.36, and $0.601 are in the money, except options at an exercise price of par value. A summary of the Company’s RSUs activity is as follows: Year ended December 31 2021 2020 2019 Number of RSUs Unvested at beginning of year 72,599 99,530 109,469 Granted 300,000 - 55,560 Vested (35,158 ) (25,204 ) (35,124 ) Forfeited (4,899 ) (1,727 ) (30,375 ) Unvested at end of year 332,542 72,599 99,530 3. The weighted average grant date fair values of RSUs awarded during the years ended December 31, 2021 and 2019 were $1.09 and $1.52. 4. As of December 31, 2021, 2020 and 2019, there were $1,644, $328 and $544 unrecognized compensation cost related to non-vested share-based compensation arrangements (options and RSUs) granted under the 2006 Plan and 2015 Plan, respectively. This cost is expected to be recognized over a period of up to 4 years. |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES, NET | 12 Months Ended |
Dec. 31, 2021 | |
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 2 1 2 0 2 0 2 0 1 9 Salaries and related expenses 7,428 6,173 5,316 Share-based compensation 329 165 421 Materials 3,020 1,792 1,944 Subcontractors and consultants 640 807 764 Depreciation 169 123 98 Cost for registration of patents 153 164 132 Others 1,041 784 1,889 12,780 10,008 10,564 Less participation of the IIA (431 ) - (90 ) Total research and development expenses, net 12,349 10,008 10,474 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expense [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES Composition: For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Salaries and related expenses 2,042 1,698 1,506 Share-based compensation, net 162 243 95 Professional services 710 574 705 Office rent and maintenance 172 174 180 Depreciation 36 25 17 Others 1,850 1,210 1,092 Total general and administrative expenses 4,972 3,924 3,595 |
FINANCE INCOME (EXPENSES), NET
FINANCE INCOME (EXPENSES), NET | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
FINANCE INCOME (EXPENSES), NET | NOTE 14 - FINANCE INCOME (EXPENSES), NET Composition: For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Interest income on short-term deposits and other 101 69 245 Bank fees and interest expenses (13 ) (12 ) (8 ) Changes in provision for royalties 22 28 3 Exchange rate differences (43 ) (6 ) (18 ) Changes in fair value of derivatives 52 7 11 Total financing income, net 119 86 233 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
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 2 1 2 0 2 0 2 0 1 9 Net loss 17,202 13,846 13,836 Shares used in computing net loss per ordinary share, basic and diluted 82,807,556 30,351,368 7,986,059 Net loss per ordinary share, basic and diluted 0.21 0.46 1.73 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 2 1 2 0 2 0 2 0 1 9 (number) Warrants and share options 23,405,225 22,088,616 6,328,643 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
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 2 1 2 0 2 0 2 0 1 9 Fees, including reimbursement of expenses 272 251 323 Share-based compensation 24 76 123 296 327 446 B. Transactions with related parties: For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Consulting fees, including share-based compensation and reimbursement of expenses (1) 61 57 54 61 57 54 On April 4, 2016, the Company entered into an employment agreement with Sigalit Kimchy, according to which Ms. Kimchy serves as marcom and user interface lead, in a 50% part-time role (no less than 112 hours per month), for a monthly salary of NIS 10 ($3.1), plus up to 35 monthly overtime hours at a gross monthly rate of NIS 2.5 ($1), or an aggregate monthly salary of up to NIS 12.5 ($3.9). Ms. Kimchy is entitled to an education fund, managers' insurance or pension fund and reimbursement of monthly travel expenses. Sigalit Kimchy is the wife of Yoav Kimchy, the Company’s Chief Technology Officer. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS 1. Share based compensation a. On January 27, 2022, the Company's Board of Directors approved the award of options to purchase 336,000 ordinary shares and 144,000 RSUs to certain employees. The options have an exercise price equal to 0.648 US Dollar. b. On March 21, 2022, the Company's Board of Directors approved the award of options to purchase 169,314 ordinary shares and 57,000 RSUs to the Company’s officers (except the CEO), and certain employees. The options have an exercise price equal the higher of the share price at the grant date on Nasdaq, or the average closing price of our ordinary shares on Nasdaq during the 30 trading days prior to the grant date. The options and RSUs vest over a period of four years commencing on the date of grant, such that 25% of the options and RSUs shall vest and become exercisable on the first anniversary of the date of grant and thereafter, shall vest monthly in equal portions at the end of each month over the subsequent thirty-six (36) months. 2. On March 1, 2022, the Company entered into a definitive agreement with several institutional and accredited investors for the purchase and sale of 20,000,000 of the Company's ordinary shares and accompanying warrants to purchase up to an aggregate of 15,000,000 of the Company's ordinary shares in a registered direct offering (the “March 2022 Registered Direct Offering”). The March 2022 Registered Direct Offering was consummated on March 3, 2022. The warrants are immediately exercisable and will expire five years from the issuance date at an exercise price of $0.65 per share, subject to certain adjustments. The warrants may be exercised on a cashless basis if at the time of exercise thereof, there is no effective registration statement registering the ordinary shares underlying the warrants. The terms of the warrants did not include features that would preclude equity classification. The Company also issued registered placement agent warrants to purchase up to an aggregate of 1,000,000 ordinary shares, substantially on the same terms as the warrants issued to the investors in the private placement, except they have an exercise price of $0.625 per share and expiration date is March 1, 2027. Upon any exercise of the warrants for cash, the Company agreed to pay the placement agent warrants to purchase up to 5.0% of the number of ordinary shares issued upon the cash exercise of the warrants (up to 750,000 warrants). Simultaneously with this offering, the Company has entered into a warrant amendment agreement, or the Warrant Amendment Agreement, with the |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates in Preparation of Financial Statements | A. Use of estimates in preparation of financial statements |
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 US, 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. dollars (dollar or USD) or NIS. The financial statements are presented in dollars, which is the functional currency of the Company. In management's judgment, 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 uses these reports in order to make decisions for the Company. All of the Company's equity financings have been in dollars; and it is expected that a significant portion of the Company's future revenues will be in dollars. 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 | D. Cash and cash equivalents |
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. |
Cash flow hedges | F. Cash flow hedges As a matter of policy, the Company uses derivatives for risk management purposes and does not use derivatives for speculative purposes. From time to time, the Company may enter into foreign currency zero-cost collars or minimal cost collars contracts to hedge foreign currency cash flow transactions. As of December 31, 2021 and 2020, the Company had outstanding foreign exchange collars in the notional amount of approximately $3,466 and $1,870, respectively. These options were set for a period of up to six months as of December 31, 2021. The Company measured the fair value of the options in accordance with provisions of ASC No. 820 (classified as level 2 of the fair value hierarchy). The fair value of the Company’s outstanding collars on December 31, 2021 and 2020 amounted to an asset, net, of $65 and $12, respectively and is included in other current assets. |
Property and equipment | G. Property and equipment 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, 2021, 2020 and 2019, 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 costs for 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 the IIA 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. |
Contingent liabilities | J. 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, 2021, and 2020, 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. |
Share-based compensation | K. Share-based compensation The Company recognizes expense for its share-based compensation based on the fair value of the awards granted. The Company’s share-based compensation plans provide for the award of stock options and restricted stock units. 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. Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) allows companies to account for forfeitures when they occur. The Company recognizes compensation cost for awards with performance conditions if and when the company concludes that it is probable that the performance conditions will be achieved. ASC 718’s use of the term probable is consistent with that term’s use in ASC 450, Contingencies, which refers to an event that is likely to occur (ASC Master Glossary). The Company reassess at each reporting period the probability of vesting for awards with performance conditions and adjusts compensation cost based on its probability assessment. The Company selected the Black-Scholes-Merton option-pricing model as the most appropriate fair value method for its share-based 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. In the years ended December 31, 2021, 2020 and 2019, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. 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 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. |
Income taxes | L. Income taxes 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, 2021 and 2020, 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. |
Fair value of financial instruments | M. Fair value of financial instruments The Company measures its investments in money market funds (classified as cash equivalents) and its foreign currency net purchased options at fair value. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value: • Level 1. • Level 2 • Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Comprehensive loss | N. Comprehensive loss The Company accounts for comprehensive income in accordance with ASC No. 220, “Comprehensive Income”. Comprehensive income generally represents all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to, shareholders. |
Restricted Cash | O. Restricted Cash The Company has granted a pledge in favor of Bank Leumi Le-Israel B.M in the amount of $350 to secure certain payment obligations of the Company in connection with hedge transactions. This amount was classified as restricted cash balance as of December 31, 2021 and 2020. |
Leases | P. Leases ASU 2016-02, “Leases (Topic 842)” was issued by the FASB in February 2016. The Company adopted this ASU 2016-02 effective January 1, 2019 using the modified retrospective application, applying the new standard to leases in place as of the adoption date. Prior periods have not been adjusted. Leases existing for the reporting period beginning January 1, 2019 are presented under ASU 2016-02. Arrangements that are determined to be leases at inception are recognized as long-term operating lease assets and lease liabilities in the consolidated balance sheet at lease commencement. Operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at the commencement date in determining the present value of future lease payments. Lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company elected to adopt a package of practical expedients offered by the FASB which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. The Company has also elected the practical expedient to include both lease and non-lease components as a single component and account for it as a lease. Additionally, the Company has made a policy election not to capitalize leases with an original term of 12 months or less. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. |
Recent accounting pronouncements | Q. Recent accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard is effective for the Company from January 1, 2021 and must be applied on a modified retrospective basis. The adoption of the standard have a material impact on the Company's financial statements and disclosures. In November 2021, the FASB issued ASU No. 2021- 10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The Company already adopted ASU No. 2021- 10, in its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Inputs | 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 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | December 31, 2 0 2 1 2 0 2 0 Government institutions 206 142 Prepaid expenses 470 124 Deposits 13 11 Other assets 150 8 839 285 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | December 31, 2 0 2 1 2 0 2 0 Cost: Office furniture and equipment 723 221 Laboratory equipment 1,721 1,163 Computers and auxiliary equipment 540 432 2,984 1,816 Accumulated depreciation 1,191 993 Property and equipment, net 1,793 823 |
LEASES (Table)
LEASES (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Year Ended December 31, 2021 Cash payments for operating leases $ 327 |
Schedule of Future Lease Payments | Operating Leases 2022 $ 348 2023 289 2024 and after 581 Total future lease payments 1,218 Less imputed interest (73 ) Total lease liability balance $ 1,145 |
EMPLOYEE BENEFITS AND PAYROLL_2
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Employee-related Liabilities [Abstract] | |
Schedule of Employee Benefits and Payroll Accruals | December 31, 2 0 2 1 2 0 2 0 Short-term employee benefits: Benefits for vacation and recreation pay 573 441 Liability for payroll, bonuses and wages 1,388 1,069 1,961 1,510 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Taxes | December 31, 2 0 2 1 2 0 2 0 Carry-forward tax losses 24,677 19,774 Less valuation allowance (24,677 ) (19,774 ) - - |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Reimbursement Liability | December 31, 2 0 2 1 2 0 2 0 Royalties to an ASIC designer 132 140 Reimbursement liability to Predecessor Entity's unit holders - 14 132 154 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Changes in Fair Value | December 31, 2021 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 2,160 $ 2,160 Other current assets : Foreign currency derivative instruments $ 65 $ 65 Total financial assets $ 2,160 $ 65 $ 2,225 December 31, 2020 Fair value measurements using input type Level 1 Level 2 Total Cash and cash equivalents: Money market funds $ 2,158 $ 2,158 Other current assets: Foreign currency derivative instruments $ 12 $ 12 Total financial assets $ 2,158 $ 12 $ 2,170 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Awards Granted | Options: Share based Fair value expenses (1) on grant $in Vesting Grant date No. of options Expiration date Exercise price date thousands terms May 6, 2019 (3) 20,814 May 6, 2029 $ 2.68 $ 2.01 $ 42 (2 ) August 5, 2019 (3) 30,338 August 5, 2029 $ 2.15 $ 1.48 $ 45 (2 ) November 4, 2019 (3) 22,930 November 4, 2029 $ 1.85 $ 1.37 $ 31 (2 ) December 12, 2019 (4) 129,639 December 12, 2029 $ 1.93 $ 1.14 $ 148 (2 ) March 5, 2020 7,938 March 5, 2030 $ 1.82 $ 1.17 $ 9 (2 ) May 27, 2020 2,646 May 27, 2030 $ 0.59 $ 0.42 $ 1 (2 ) August 5, 2020 357,522 August 5, 2030 $ 0.60 $ 0.49 $ 174 (6 ) November 17, 2020 20,638 November 17, 2030 $ 0.32 $ 0.21 $ 4 (6 ) December 10, 2020 (5) 225,000 December 10, 2030 $ 0.36 $ 0.27 $ 62 (6 ) March 17, 2021 25,400 March 17, 2031 $ 2.27 $ 2.14 $ 54 (6 ) May 11, 2021 17,992 May 11, 2031 $ 1.59 $ 2.27 $ 23 (6 ) August 4, 2021 (7) 733,868 August 4, 2031 $ 1.23 $ 0.92 $ 382 (6 ) September 13, 2021 15,000 September 13, 2031 $ 1.05 $ 0.85 $ 13 (10 ) September 20, 2021 (8) 25,000 September 20, 2031 $ 1.03 $ 0.81 $ 20 (6 ) November 2, 2021 31,022 November 2, 2031 $ 1.11 $ 0.95 $ 31 (6 ) December 9, 2021 (9) 766,667 December 9, 2031 $ 1.34 $ 0.65 $ 497 (9 ) December 9, 2021 (9) 383,333 December 9, 2031 $ 1.34 $ 0.66 $ 252 (9 ) RSUs: No. of RSUs Fair value on Share based Vesting Grant date and PSUs Expiration date grant date expenses (1) terms December 12, 2019 (4) 55,560 December 12, 2029 $ 1.52 $ 84 (2 ) August 4, 2021 (7) 300,000 August 4, 2031 $ 1.09 $ 327 (6 ) 1. Share based expenses are based on their fair value on grant date. The amount is charged to the statement of operations over the vesting periods. 2. The options vest over a period of three years commencing on the date of grant, such that one third of the options vested on the first anniversary of the date of grant and thereafter, the remaining options vest in quarterly installments. 3. Of the 20,814, 30,338 and 22,930 options, 10,230, 10,230 and 10,230 options, respectively, were issued to certain of the Company’s officers. The remaining options were issued to certain employees. 4. On December 12, 2019, the Company's shareholders approved the award of 92,599 options and 39,685 performance based RSUs to the Company’s CEO and 37,040 options and 15,875 performance based RSUs to certain members of the Company's Board of Directors, respectively. The options shall vest over a period of three years commencing on their date of grant, such that 33.33% of the options shall vest on the first anniversary of the date of grant and an additional 8.33% will vest at the end of each subsequent three-month period thereafter, subject to each of the Company’s CEO and the member of the Board of Directors continuing service with the Company on each applicable vesting date. The exercise price of the options of $1.93, equal to the average closing price of the Company’s ordinary shares on the Nasdaq Capital Market during the 30 trading days prior to the approval of the grant of the award by the shareholders, plus a 25% premium. The performance-based RSUs will vest over a period of three years commencing on January 1, 2020, in three equal tranches, and is subject to the achievement of Performance Targets. At least 60% of the Performance Targets for any calendar year must be met to be entitled to the tranche with respect to such calendar year, and once met, the applicable tranche will vest in full. Each of the Company’s CEO and the members of the Board of Directors must be serving as the Company CEO and members of the Board of Directors, respectively, on the date of the filing of the Company’s annual financial statements for each calendar year during the three year vesting period to be entitled to the performance based RSU tranche for any such calendar year. The vesting conditions for the performance-based RSUs with respect to the Performance Targets include a mechanism for deferring vesting to the following years in the event of a failure to fulfill the criteria for any calendar year, provided that the cumulative average achievement criteria of the Performance Targets during the vesting period is met. The compensation expense was based on the fair value on the grant date and was estimated at approximately $166 and $66 for the options and performance based RSUs granted to the Company’s CEO and to certain members of the Company's Board of Directors, respectively. These amounts are charged to the statement of operations over the vesting periods of which $59, $148 and $5 was recorded to general and administrative expenses in the year ended December 31, 2021, 2020 and 2019, respectively. 5. On December 10, 2020, the Company's Board of Directors approved the award of 225,000 options to the Company’s officers, at an exercise price of $0.36, equal to the higher of the share price at the grant date on Nasdaq, or the average closing price of our ordinary shares on Nasdaq during the 30 trading days prior to the grant date. 6. The options vest over a period of four years commencing on the date of grant, such that 25% of the options shall vest and become exercisable on the first anniversary of the date of grant and thereafter, shall vest monthly in equal portions at the end of each month over the subsequent thirty-six (36) months. 7. Of the 733,868 options and 300,000 RSUs, 241,500 options and 103,500 RSUs, were issued to certain of the Company’s officers. The remaining options were issued to certain employees. 8. On September 20, 2021, the Company's Board of Directors approved the award of 25,000 options to the Company’s VP clinical, at an exercise price of $1.03, equal to the higher of the share price at the grant date on Nasdaq, or the average closing price of our ordinary shares on Nasdaq during the 30 trading days prior to the grant date. 9. On December 9, 2021, the Company's shareholders approved the award of 1,150,000 options to the Company’s CEO. The options shall vest as follows: (i) two-thirds of the options (766,667 options) shall vest over a period of four years commencing on their date of grant, such that 25% of the options shall vest on the first anniversary of the date of grant and an additional 2.0833% will vest at the end of each month thereafter; and (ii) one third of the options (383,333 options) shall fully vest upon the approval by the FDA of the use of our C-Scan, in humans, subject, in each case, to the CEO’s continuing service with the Company on each applicable vesting date. The exercise price of the options of $1.34, equal to the average closing price of the Company’s ordinary shares on the Nasdaq Capital Market during the 30 trading days prior to the approval of the grant of the award by the shareholders, plus a 50% premium. The compensation expense was based on the fair value on the grant date and was estimated at approximately $749. The fair value amount is charged to the statement of operations over the vesting periods of which $23 was recorded to general and administrative expenses in the year ended December 31, 2021. 10. Options to service provider. The options vest over a period of twelve (12) months. |
Schedule of Parameters Used in Valuing Fair Value of Options | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Expected volatility (1) 115%-153 % 95%-98 % 98%-103 % Risk-free rate 0.81%-1.34 % 0.31%-0.83 % 1.59%-2.30 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5.27-6.41 5.88-6.1 5.88 Share price $0.8 - $2.27 $0.28 - $1.57 $1.52 - $2.52 (1) In the years ended December 31, 2021, 2020 and 2019, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. |
Schedule of Share-Based Compensation | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Research and development, net 329 165 421 General and administrative, net 162 243 95 Total 491 408 516 |
Schedule of Stock Option Activity | Year ended December 31, 2021 Weighted Aggregate Weighted average intrinsic average of remaining value exercise contractual ($in Price life thousands) Number (in $) (in years) (2) Options outstanding at beginning of year 1,088,737 4.76 8.74 - Options granted 1,998,282 1.30 Options forfeited (163,810 ) 4.65 Options exercised (7,000 ) 0.60 Options outstanding at end of year 2,916,209 2.41 9.13 - Options exercisable at end of year 540,727 7.72 7.03 - Year ended December 31, 2020 Weighted Aggregate Weighted average intrinsic average of remaining value exercise contractual ($in Price life thousands) Number (in $) (in years) (2) Options outstanding at beginning of year 547,322 10.24 8.30 - Options granted 616,390 0.52 Options forfeited (74,975 ) 9.83 Options outstanding at end of year 1,088,737 4.76 8.74 - Options exercisable at end of year 309,710 14.14 7.00 - Year ended December 31, 2019 Weighted Aggregate average intrinsic Weighted remaining value average of contractual ($in exercise price life thousands) Number (in $) (in years) (2) Options outstanding at beginning of year 422,784 15.54 8.60 - Options granted 203,721 2.03 Options forfeited (79,183 ) 12.17 Options outstanding at end of year 547,322 10.24 8.30 - Options exercisable at end of year 194,291 23.36 6.48 - 1. The weighted average grant date fair values of options granted during the years ended December 31, 2021, 2020 and 2019 were $0.79, $0.41 and $1.31, respectively. 2. As of December 31, 2021, an amount of 2,420,771 outstanding options are out of the money. Options in the amount of 495,438 with an exercise price of $0.32, $0.36, and $0.601 are in the money, except options at an exercise price of par value. |
Restricted Stock Units (RSUs) [Member] | |
Schedule of Stock Option Activity | Year ended December 31 2021 2020 2019 Number of RSUs Unvested at beginning of year 72,599 99,530 109,469 Granted 300,000 - 55,560 Vested (35,158 ) (25,204 ) (35,124 ) Forfeited (4,899 ) (1,727 ) (30,375 ) Unvested at end of year 332,542 72,599 99,530 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses, Net | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Salaries and related expenses 7,428 6,173 5,316 Share-based compensation 329 165 421 Materials 3,020 1,792 1,944 Subcontractors and consultants 640 807 764 Depreciation 169 123 98 Cost for registration of patents 153 164 132 Others 1,041 784 1,889 12,780 10,008 10,564 Less participation of the IIA (431 ) - (90 ) Total research and development expenses, net 12,349 10,008 10,474 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Salaries and related expenses 2,042 1,698 1,506 Share-based compensation, net 162 243 95 Professional services 710 574 705 Office rent and maintenance 172 174 180 Depreciation 36 25 17 Others 1,850 1,210 1,092 Total general and administrative expenses 4,972 3,924 3,595 |
FINANCE INCOME (EXPENSES), NET
FINANCE INCOME (EXPENSES), NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Finance Income (Expense), Net | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Interest income on short-term deposits and other 101 69 245 Bank fees and interest expenses (13 ) (12 ) (8 ) Changes in provision for royalties 22 28 3 Exchange rate differences (43 ) (6 ) (18 ) Changes in fair value of derivatives 52 7 11 Total financing income, net 119 86 233 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Net loss 17,202 13,846 13,836 Shares used in computing net loss per ordinary share, basic and diluted 82,807,556 30,351,368 7,986,059 Net loss per ordinary share, basic and diluted 0.21 0.46 1.73 |
Schedule of Anti-Dilutive Securities | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 (number) Warrants and share options 23,405,225 22,088,616 6,328,643 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 2 1 2 0 2 0 2 0 1 9 Fees, including reimbursement of expenses 272 251 323 Share-based compensation 24 76 123 296 327 446 |
Transactions with Related Parties [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | For the year ended December 31, 2 0 2 1 2 0 2 0 2 0 1 9 Consulting fees, including share-based compensation and reimbursement of expenses (1) 61 57 54 61 57 54 |
GENERAL INFORMATION (Narrative)
GENERAL INFORMATION (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 02, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 23, 2021 | |
Net loss | $ 17,202 | $ 13,846 | $ 13,836 | |||
Accumulated deficit | $ 108,185 | $ 90,983 | ||||
Private Placement [Member] | ||||||
Minimum bid price value | $ 1 | |||||
Subsequent Event [Member] | March 2022 Registered Direct Offering [Member] | ||||||
Proceeds from Issuance of shares and Warrants | $ 10,000 | |||||
Net proceeds of shares and warrant from registered direct offering | $ 8,900 | $ 8,900 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Notional amount | $ 3,466 | $ 1,870 |
Fair value of hedging option | 65 | 12 |
Restricted cash balance | $ 350 | $ 350 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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% |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Government institutions | $ 206 | $ 142 |
Prepaid expenses | 470 | 124 |
Deposits | 13 | 11 |
Other assets | 150 | 8 |
Prepaid expenses and other current assets | $ 839 | $ 285 |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 205 | $ 148 | $ 115 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,984 | $ 1,816 |
Accumulated depreciation | 1,191 | 993 |
Property and equipment, net | 1,793 | 823 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 723 | 221 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,721 | 1,163 |
Computer and auxiliary equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 540 | $ 432 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 30, 2021m² | Jan. 26, 2021m² | Dec. 31, 2021USD ($)m² | Dec. 26, 2021 | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease assets | $ 1,116,000 | $ 398,000 | |||
Lease liabilities | $ 1,145,000 | ||||
Weighted average remaining lease term | 4 years 3 months 18 days | ||||
Weighted average borrowing rate | 3.80% | ||||
Isfiya, ISRAEL | Office facilities [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of lease | m² | 70 | 1,550 | 900 | ||
Lease expiration date | Jan. 31, 2025 | Dec. 31, 2023 | May 31, 2022 | Dec. 31, 2023 | |
Option to extend the lease period for an additional time | 3 years | ||||
Rental expenses under the lease agreement | $ 16,100 |
LEASES (Schedule of Supplementa
LEASES (Schedule of Supplemental Cash Flow Information Related to Operating Leases) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 327 |
LEASES (Schedule of Future Leas
LEASES (Schedule of Future Lease Payments) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 348 |
2023 | 289 |
2024 and after | 581 |
Total future lease payments | 1,218 |
Less imputed interest | (73) |
Total lease liability balance | $ 1,145 |
EMPLOYEE BENEFITS AND PAYROLL_3
EMPLOYEE BENEFITS AND PAYROLL ACCRUALS (Schedule of Employee Benefits and Payroll Accruals) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Employee-related Liabilities [Abstract] | ||
Benefits for vacation and recreation pay | $ 573 | $ 441 |
Liability for payroll, bonuses and wages | 1,388 | 1,069 |
Employee benefits and payroll accruals | $ 1,961 | $ 1,510 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Reduction in income tax rate | 7.50% | |||
Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Reduction in income tax rate | 9.00% | |||
Development Area A [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax rate | 7.50% | |||
Reduction in income tax rate | 5.00% | |||
Rest of the Country [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax rate | 12.00% | |||
Reduction in income tax rate | 8.00% | |||
Israeli tax rate [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax rate | 23.00% | 23.00% | 23.00% | |
U.S. tax rate [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax rate | 21.00% | |||
Check-Cap US, Inc. [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss or NOL carry-forwards | $ 4 | $ 4 |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Carry-forward tax losses | $ 24,677 | $ 19,774 |
Less valuation allowance | (24,677) | (19,774) |
Deferred income taxes | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES (Narrative) (Details) € in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Jan. 31, 2022USD ($) | Dec. 30, 2021USD ($)m² | Jan. 26, 2021m² | Dec. 31, 2021USD ($) | Dec. 26, 2021 | Dec. 31, 2021EUR (€) | Dec. 31, 2021 | Dec. 31, 2021m² | Dec. 31, 2021USD ($) | Dec. 31, 2021€ / shares | Dec. 31, 2021US_cents_Per_unit | Dec. 31, 2020USD ($) | |
Commitments and Contingencies [Line Items] | ||||||||||||
Royalties provision | $ 132,000 | $ 154,000 | ||||||||||
Vehicles [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Monthly vehicle lease expense | $ 21,000 | |||||||||||
Office facilities [Member] | ISRAEL | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Monthly rental property expenses | $ 30,500 | $ 16,100 | ||||||||||
Area of lease | m² | 70 | 1,550 | 900 | |||||||||
Lease expiration date | Jan. 31, 2025 | Dec. 31, 2023 | May 31, 2022 | Dec. 31, 2023 | ||||||||
Additional lease period | 2 years | |||||||||||
Minimum [Member] | Vehicles [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Term | 32 months | |||||||||||
Maximum [Member] | Vehicles [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Term | 36 months | |||||||||||
ASIC designer [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Royalties Payable Per Unit Sold | 50 | 57 | ||||||||||
Maximum Royalty Obligation | € 200 | 226,000 | ||||||||||
Royalties provision | 132,000 | 140,000 | ||||||||||
IIA [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Funding | $ 5,600,000 | |||||||||||
Contingent liability | 6,136,000 | |||||||||||
IIA [Member] | Minimum [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Royalty repayment, percentage of products sold | 3.00% | |||||||||||
IIA [Member] | Maximum [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Royalty repayment, percentage of products sold | 4.00% | |||||||||||
Reimbursement liability to Predecessor Entity's Unit Holders [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Royalties provision | 0 | $ 14,000 | ||||||||||
BIRD Foundation [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Maximum Royalty Obligation | 127,000 | |||||||||||
Funding | 114,000 | |||||||||||
Contingent liability | 194,000 | |||||||||||
Refund expenses | $ 13,000 | |||||||||||
Manufacturing Program [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Funding | $ 349,000 | |||||||||||
Manufacturing Program [Member] | Subsequent Event [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Funding | $ 82,000 |
COMMITMENTS AND CONTINGENT LI_4
COMMITMENTS AND CONTINGENT LIABILITIES (Schedule of Reimbursement Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies [Line Items] | ||
Royalties provision | $ 132 | $ 154 |
Royalties to an ASIC designer [Member] | ||
Commitments and Contingencies [Line Items] | ||
Royalties provision | 132 | 140 |
Reimbursement liability to Predecessor Entity's Unit Holders [Member] | ||
Commitments and Contingencies [Line Items] | ||
Royalties provision | $ 0 | $ 14 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Market observable data of similar instruments) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents: | ||
Money market funds | $ 2,160 | $ 2,158 |
Other current assets: | ||
Foreign currency derivative instruments | 65 | 12 |
Total financial assets | 2,225 | 2,170 |
Level 1 [Member] | ||
Cash and cash equivalents: | ||
Money market funds | 2,160 | 2,158 |
Other current assets: | ||
Total financial assets | 2,160 | 2,158 |
Level 2 [Member] | ||
Other current assets: | ||
Foreign currency derivative instruments | 65 | 12 |
Total financial assets | $ 65 | $ 12 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) | May 13, 2020$ / sharesshares | May 04, 2020$ / sharesshares | Feb. 06, 2019USD ($)USD_Per_unitUnit$ / sharesshares | May 08, 2018USD ($)$ / sharesshares | Jun. 02, 2017USD ($)$ / sharesshares | Aug. 11, 2016USD ($)$ / sharesshares | Apr. 06, 2015shares | Oct. 14, 2014shares | May 11, 2010shares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 18, 2021$ / shares | Jul. 27, 2020USD ($)$ / sharesshares | Jul. 23, 2020USD ($)$ / shares | Apr. 22, 2020$ / sharesshares | Nov. 22, 2017USD ($)$ / sharesshares | Jan. 23, 2017USD ($)shares | Feb. 24, 2015USD ($)$ / sharesshares | Mar. 31, 2021shares | Mar. 18, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018shares | Dec. 31, 2015USD ($)shares | Mar. 01, 2022shares | Dec. 23, 2021$ / shares | Feb. 04, 2020USD ($)$ / shares | Dec. 19, 2019shares | Apr. 25, 2018shares | Dec. 31, 2015₪ / shares | Dec. 31, 2015USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ | $ 4,000 | ||||||||||||||||||||||||||||||
Shares issued | 96,411,949 | 46,239,183 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 7,000 | ||||||||||||||||||||||||||||||
Issuance of ordinary shares in the IPO, shares | 166,667 | ||||||||||||||||||||||||||||||
Number of units | 25,000 | ||||||||||||||||||||||||||||||
Issuance of ordinary shares in the Private Placement, net of issuance expenses | $ | $ 0 | $ 4,731,000 | $ 0 | ||||||||||||||||||||||||||||
Warrant outstanding | 1,692,515 | ||||||||||||||||||||||||||||||
Proceeds warrant from the exercise warrants | $ | $ 19,219,000 | 0 | $ 0 | ||||||||||||||||||||||||||||
Aggregate consideration | $ | $ 68,787,000 | $ 31,646,000 | |||||||||||||||||||||||||||||
Placement agent [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Exercise of warrants | 1,341,667 | ||||||||||||||||||||||||||||||
Placement agent [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 1,123,796 | ||||||||||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | 478,407 | ||||||||||||||||||||||||||||||
Common stock, Units issued | Unit | 1,881,500 | ||||||||||||||||||||||||||||||
Purchase price per unit | USD_Per_unit | 2.58 | ||||||||||||||||||||||||||||||
Number of ordinary shares available for purchase through pre-funded warrants | 450,909 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 25,624 | ||||||||||||||||||||||||||||||
Issuance of ordinary shares in the IPO, shares | 166,667 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 5.5 | $ 72 | $ 72 | ||||||||||||||||||||||||||||
Value or warrants | $ | $ 125,000 | ||||||||||||||||||||||||||||||
Number of units | 2,738,472 | ||||||||||||||||||||||||||||||
Proceeds from issuance of public offering | $ | $ 20,200,000 | ||||||||||||||||||||||||||||||
Issuance of ordinary shares, gross proceeds | $ | $ 10,800,000 | ||||||||||||||||||||||||||||||
Fair value of warrants issued | $ | 196,000 | ||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 2,900,000 | ||||||||||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Issuance of ordinary shares in the IPO, shares | 12,500 | ||||||||||||||||||||||||||||||
Warrants Issued | 37,500 | ||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | 2,720,178 | ||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 1.75 | ||||||||||||||||||||||||||||||
Minimum bid price value | $ / shares | $ 1 | ||||||||||||||||||||||||||||||
Warrants Issued | 19,265,068 | ||||||||||||||||||||||||||||||
Issuance of ordinary shares in the Private Placement, net of issuance expenses | $ | $ 10,900,000 | ||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 1,200,000 | ||||||||||||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 4,760,000 | ||||||||||||||||||||||||||||||
Series C [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | 478,407 | ||||||||||||||||||||||||||||||
Pre funded Units [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from exercise of prefunded warrants | $ | $ 4,500,000 | ||||||||||||||||||||||||||||||
April-May 2020 Registered Direct Offering [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Shares issued | 5,000,000 | 7,500,001 | 6,666,669 | ||||||||||||||||||||||||||||
Exercise of warrants | 15,000,003 | ||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.60 | $ 0.60 | $ 0.60 | ||||||||||||||||||||||||||||
Warrants Issued | 5,000,000 | 7,500,001 | 6,666,669 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.80 | ||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||
Expiration period | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||
Warrant that were exercised | 4,166,667 | ||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 1,361,000 | ||||||||||||||||||||||||||||||
Warrants issued to purchase ordinary shares | 350,000 | 525,000 | 466,667 | ||||||||||||||||||||||||||||
April-May 2020 Registered Direct Offering [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of registered direct offering | $ | 11,500,000 | ||||||||||||||||||||||||||||||
April-May 2020 Registered Direct Offering [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Issuance of ordinary shares, gross proceeds | $ | $ 10,139,000 | ||||||||||||||||||||||||||||||
April-May 2020 Offerings [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Exercise of warrants | 24,204,682 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.80 | $ 0.80 | |||||||||||||||||||||||||||||
Exercise price range upper limit | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||
Proceeds warrant from the exercise warrants | $ | $ 19,240,000 | ||||||||||||||||||||||||||||||
Pre funded Units [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Number of ordinary shares available for purchase through pre-funded warrants | 1,024,876 | 450,909 | |||||||||||||||||||||||||||||
Pre-funded warrants purchase price | $ / shares | $ 2.57 | $ 5.49 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | 0.01 | |||||||||||||||||||||||||||||
Anti-Dilutive Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 32,174 | ||||||||||||||||||||||||||||||
Anti-Dilutive Warrants [Member] | Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Exercise of warrants | 734 | 7,724 | |||||||||||||||||||||||||||||
Warrants expired | 6,512 | ||||||||||||||||||||||||||||||
Underwriter Warrants [Member] | IPO [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 8,334 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 90 | ||||||||||||||||||||||||||||||
Long Term Incentive Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 82.80 | ||||||||||||||||||||||||||||||
Warrant outstanding | 378,047 | 378,047 | |||||||||||||||||||||||||||||
Long Term Incentive Warrants [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 82.80 | ||||||||||||||||||||||||||||||
Series A Warrants [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Partial exercise of warrants | 6,250 | ||||||||||||||||||||||||||||||
Series A Warrants [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 90 | ||||||||||||||||||||||||||||||
Expiry date | Feb. 24, 2020 | ||||||||||||||||||||||||||||||
Credit Line Agreement Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 221,556 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | ₪ / shares | ₪ 2.40 | ||||||||||||||||||||||||||||||
Principal | $ | $ 12,000,000 | ||||||||||||||||||||||||||||||
Expiration period | 10 years | ||||||||||||||||||||||||||||||
Warrant outstanding | 7,389 | ||||||||||||||||||||||||||||||
Percentage of shares fully diluted | 2.00% | ||||||||||||||||||||||||||||||
Amount of portion of ordinary shares of such lender | $ | $ 1,000,000 | ||||||||||||||||||||||||||||||
Pre-funded Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Exercise of warrants | 1,024,876 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 24,167 | ||||||||||||||||||||||||||||||
Proceeds from issuance of registered direct offering | $ | $ 7,500,000 | ||||||||||||||||||||||||||||||
Proceeds warrant from the registered direct offering | $ | $ 14,500 | ||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ | 987,000 | ||||||||||||||||||||||||||||||
Pre-funded Warrants [Member] | RD Offering [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 22.80 | ||||||||||||||||||||||||||||||
Price per unit | $ / shares | 22.20 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | ||||||||||||||||||||||||||||||
Proceeds from issuance of shares, prefunded shares and warrants | $ | $ 5,900,000 | ||||||||||||||||||||||||||||||
Issuance of ordinary Shares in RD Offering, shares | 53,635 | ||||||||||||||||||||||||||||||
Expiry date | Aug. 11, 2023 | ||||||||||||||||||||||||||||||
Shares issuable under pre-funded warrants purchase | 209,524 | ||||||||||||||||||||||||||||||
Shares issued under pre-funded warrants purchase | 47,917 | ||||||||||||||||||||||||||||||
Legal Warrants [Member] | IPO [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 1,250 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 60.72 | ||||||||||||||||||||||||||||||
One-year warrants [Member] | RD Offering [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 24 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 112,460 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 25.50 | ||||||||||||||||||||||||||||||
Expiration of warrants | 13,574 | ||||||||||||||||||||||||||||||
Proceeds from Issuance of shares and Warrants | $ | $ 2,690,000 | ||||||||||||||||||||||||||||||
Warrants exercised on a cashless basis | 56,812 | ||||||||||||||||||||||||||||||
Issuance of ordinary Shares in RD Offering, shares | 112,460 | ||||||||||||||||||||||||||||||
Five-year warrants [Member] | RD Offering [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Exercise of warrants | 85,228 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 13.20 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 142,042 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 15 | ||||||||||||||||||||||||||||||
Proceeds from Issuance of shares and Warrants | $ | $ 2,500,000 | ||||||||||||||||||||||||||||||
Issuance of ordinary Shares in RD Offering, shares | 189,387 | ||||||||||||||||||||||||||||||
Series C Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.50 | ||||||||||||||||||||||||||||||
Pre-funded Warrants one [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of registered direct offering | $ | $ 6,500,000 | ||||||||||||||||||||||||||||||
Series D Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.58 | ||||||||||||||||||||||||||||||
Warrants issued to purchase ordinary shares | 0.5 | ||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrant outstanding | 484,196 | ||||||||||||||||||||||||||||||
Warrant that were exercised | 968,992 | ||||||||||||||||||||||||||||||
Warrant [Member] | Investor [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Exercise of warrants | 17,572,552 | ||||||||||||||||||||||||||||||
Warrant [Member] | Placement agent [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Exercise of warrants | 1,123,796 | ||||||||||||||||||||||||||||||
Warrant [Member] | RD Offering [Member] | Investor [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 25,925,926 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 | ||||||||||||||||||||||||||||||
Issuance expenses | $ | $ 3,199,000 | ||||||||||||||||||||||||||||||
Warrants issued not exercised | 25,925,926 | ||||||||||||||||||||||||||||||
Warrant [Member] | RD Offering [Member] | Maximum [Member] | Investor [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of registered direct offering | $ | $ 35,000,000 | ||||||||||||||||||||||||||||||
Warrant [Member] | RD Offering [Member] | Minimum [Member] | Investor [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of registered direct offering | $ | $ 31,801,000 | ||||||||||||||||||||||||||||||
Warrants Exercise Transaction [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,054,223 | ||||||||||||||||||||||||||||||
Warrants Exercise Transaction [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 9,632,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 15 | ||||||||||||||||||||||||||||||
Warrants Exercise Transaction [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 8,712,000 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.80 | ||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ | $ 920,000 | ||||||||||||||||||||||||||||||
Warrants Exercise Transaction [Member] | Private Placement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.80 | ||||||||||||||||||||||||||||||
Warrants Exercise Transaction [Member] | Private Placement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||
Series C Warrants to purchase ordinary shares [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrant outstanding | 3,667,788 | ||||||||||||||||||||||||||||||
Placement agent [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 203,446 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.225 | ||||||||||||||||||||||||||||||
Warrants Outstanding | $ | $ 203,446,000 | ||||||||||||||||||||||||||||||
Warrants outstanding | 9,471 | ||||||||||||||||||||||||||||||
Placement agent [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants outstanding | 5,625 | ||||||||||||||||||||||||||||||
Placement agent [Member] | Ordinary Shares [Member] | Warrant Amendment Agreement [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 18,525,927 | ||||||||||||||||||||||||||||||
Pontifax Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 18,464 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 60.72 | ||||||||||||||||||||||||||||||
Warrants outstanding | 9,232 | ||||||||||||||||||||||||||||||
Placement agent warrants [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.6875 | ||||||||||||||||||||||||||||||
Placement agent warrants [Member] | Investor [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Warrants Issued | 1,296,296 | ||||||||||||||||||||||||||||||
Warrant outstanding | 25,925,926 | ||||||||||||||||||||||||||||||
Warrants issued not exercised | 1,296,296 | ||||||||||||||||||||||||||||||
Placement agent warrants [Member] | Ordinary Shares [Member] | Investor [Member] | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,296,296 | ||||||||||||||||||||||||||||||
Percentage of ordinary shares issued upon cash exercise of warrants to placement agent | 5.00% |
SHARE-BASED COMPENSATION (Narra
SHARE-BASED COMPENSATION (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 09, 2021 | Aug. 05, 2021 | Dec. 10, 2020 | Aug. 05, 2020 | Jan. 27, 2022 | Sep. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 1,998,282 | 616,390 | 203,721 | |||||||
Compensation expense | $ 491 | $ 408 | $ 516 | |||||||
Options outstanding | 2,916,209 | 1,088,737 | 547,322 | 422,784 | ||||||
General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 162 | $ 243 | $ 95 | |||||||
Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 166 | |||||||||
Senior Management [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 225,000 | |||||||||
Exercise price | $ 0.36 | |||||||||
Vp Clinical [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 25,000 | |||||||||
Exercise price | $ 1.03 | |||||||||
June 22 [Member] | Chief Executive Officer [Member] | Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 1,150,000 | |||||||||
August 4, 2021 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 733,868 | |||||||||
Fair value of options on grant date | $ 0.92 | |||||||||
Exercise price | $ 1.23 | |||||||||
August 4, 2021 [Member] | Certain Officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 241,500 | |||||||||
December 12 [Member] | Chief Executive Officer [Member] | Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 92,599 | |||||||||
Exercise price | $ 1.93 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Vesting percentage | 33.33% | |||||||||
Additional vesting percentage | 8.33% | |||||||||
December 12 [Member] | Certain Officers [Member] | Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise price | $ 1.93 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Vesting percentage | 33.33% | |||||||||
Additional vesting percentage | 8.33% | |||||||||
August 5, 2019 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 30,338 | |||||||||
Fair value of options on grant date | $ 1.48 | |||||||||
Exercise price | $ 2.15 | |||||||||
August 5, 2019 [Member] | Certain Officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 10,230 | |||||||||
May 6, 2019 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 20,814 | |||||||||
Fair value of options on grant date | $ 2.01 | |||||||||
Exercise price | $ 2.68 | |||||||||
May 6, 2019 [Member] | Certain Officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 10,230 | |||||||||
November 4, 2019 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 22,930 | |||||||||
Fair value of options on grant date | $ 1.37 | |||||||||
Exercise price | $ 1.85 | |||||||||
November 4, 2019 [Member] | Certain Officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 10,230 | |||||||||
December 9, 2021 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 766,667 | |||||||||
Fair value of options on grant date | $ 0.65 | |||||||||
Exercise price | $ 1.34 | |||||||||
December 9, 2021 [Member] | Chief Executive Officer [Member] | Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 766,667 | |||||||||
Additional vesting percentage | 2.0833% | |||||||||
December 9, 2021 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 383,333 | |||||||||
Fair value of options on grant date | $ 0.66 | |||||||||
Exercise price | 1.34 | |||||||||
December 9, 2021 [Member] | Chief Executive Officer [Member] | Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 383,333 | |||||||||
Exercise price | $ 1.34 | |||||||||
2015 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise price | $ 0.32 | $ 0.36 | $ 0.601 | |||||||
Shares available for grant | 525,428 | |||||||||
Increase in shares available for additional grant | 2,500,000 | 350,000 | 500,000 | |||||||
Options outstanding | 2,420,771 | |||||||||
Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options exercisable period | 10 years | |||||||||
Fair value of options on grant date | $ 0.79 | $ 0.41 | 1.31 | |||||||
Increase in shares available for additional grant | 1,555,594 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of options on grant date | $ 1.09 | $ 1.52 | ||||||||
Compensation cost not yet recognized | $ 1,644 | $ 328 | $ 544 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 4,899 | 1,727 | 30,375 | |||||||
Number of RSU's granted | 300,000 | 0 | 55,560 | |||||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||
Vesting percentage | 25.00% | |||||||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 23 | |||||||||
Restricted Stock Units (RSUs) [Member] | CEO and Board [Member] | General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 59 | $ 148 | $ 5 | |||||||
Restricted Stock Units (RSUs) [Member] | Certain Officers, CEO, and Board Members [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 66 | |||||||||
Restricted Stock Units (RSUs) [Member] | August 4, 2021 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 300,000 | |||||||||
Fair value of options on grant date | $ 1.09 | |||||||||
Restricted Stock Units (RSUs) [Member] | August 4, 2021 [Member] | Certain Officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of RSU's granted | 103,500 | |||||||||
Restricted Stock Units (RSUs) [Member] | December 12 [Member] | Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 37,040 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Vesting percentage | 33.33% | |||||||||
Additional vesting percentage | 8.33% | |||||||||
Restricted Stock Units (RSUs) [Member] | December 12 [Member] | Certain Officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted during the period | 15,875 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Vesting percentage | 33.33% | |||||||||
Additional vesting percentage | 8.33% | |||||||||
Restricted Stock Units (RSUs) [Member] | December 9, 2021 [Member] | Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||
Vesting percentage | 25.00% | |||||||||
Restricted Stock Units (RSUs) [Member] | December 9, 2021 [Member] | Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of options granted | $ 749 | |||||||||
Premium percentage to calculate the exercise price | 50.00% |
SHARE-BASED COMPENSATION (Sched
SHARE-BASED COMPENSATION (Schedule of Awards Granted) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 1,998,282 | 616,390 | 203,721 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value on grant date | $ 1.09 | $ 1.52 | |
May 6, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 20,814 | ||
Expiration date | May 6, 2029 | ||
Exercise price | $ 2.68 | ||
Fair value on grant date | $ 2.01 | ||
Share based expenses | $ 42 | ||
August 5, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 30,338 | ||
Expiration date | Aug. 5, 2029 | ||
Exercise price | $ 2.15 | ||
Fair value on grant date | $ 1.48 | ||
Share based expenses | $ 45 | ||
November 4, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 22,930 | ||
Expiration date | Nov. 4, 2029 | ||
Exercise price | $ 1.85 | ||
Fair value on grant date | $ 1.37 | ||
Share based expenses | $ 31 | ||
December 12, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 129,639 | ||
Expiration date | Dec. 12, 2029 | ||
Exercise price | $ 1.93 | ||
Fair value on grant date | $ 1.14 | ||
Share based expenses | $ 148 | ||
December 12, 2019 [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 55,560 | ||
Expiration date | Dec. 12, 2029 | ||
Fair value on grant date | $ 1.52 | ||
Share based expenses | $ 84 | ||
March 5, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 7,938 | ||
Expiration date | Mar. 5, 2030 | ||
Exercise price | $ 1.82 | ||
Fair value on grant date | $ 1.17 | ||
Share based expenses | $ 9 | ||
May 27, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 2,646 | ||
Expiration date | May 27, 2030 | ||
Exercise price | $ 0.59 | ||
Fair value on grant date | $ 0.42 | ||
Share based expenses | $ 1 | ||
August 5, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 357,522 | ||
Expiration date | Aug. 5, 2030 | ||
Exercise price | $ 0.60 | ||
Fair value on grant date | $ 0.49 | ||
Share based expenses | $ 174 | ||
November 17, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 20,638 | ||
Expiration date | Nov. 17, 2030 | ||
Exercise price | $ 0.32 | ||
Fair value on grant date | $ 0.21 | ||
Share based expenses | $ 4 | ||
December 10, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 225,000 | ||
Expiration date | Dec. 10, 2030 | ||
Exercise price | $ 0.36 | ||
Fair value on grant date | $ 0.27 | ||
Share based expenses | $ 62 | ||
March 17, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 25,400 | ||
Expiration date | Mar. 17, 2031 | ||
Exercise price | $ 2.27 | ||
Fair value on grant date | $ 2.14 | ||
Share based expenses | $ 54 | ||
May 11, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 17,992 | ||
Expiration date | May 11, 2031 | ||
Exercise price | $ 1.59 | ||
Fair value on grant date | $ 2.27 | ||
Share based expenses | $ 23 | ||
August 4, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 733,868 | ||
Expiration date | Aug. 4, 2031 | ||
Exercise price | $ 1.23 | ||
Fair value on grant date | $ 0.92 | ||
Share based expenses | $ 382 | ||
August 4, 2021 [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 300,000 | ||
Expiration date | Aug. 4, 2031 | ||
Fair value on grant date | $ 1.09 | ||
Share based expenses | $ 327 | ||
September 13, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 15,000 | ||
Expiration date | Sep. 13, 2031 | ||
Exercise price | $ 1.05 | ||
Fair value on grant date | $ 0.85 | ||
Share based expenses | $ 13 | ||
September 20, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 25,000 | ||
Expiration date | Sep. 20, 2031 | ||
Exercise price | $ 1.03 | ||
Fair value on grant date | $ 0.81 | ||
Share based expenses | $ 20 | ||
November 2, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 31,022 | ||
Expiration date | Nov. 2, 2031 | ||
Exercise price | $ 1.11 | ||
Fair value on grant date | $ 0.95 | ||
Share based expenses | $ 31 | ||
December 9, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 766,667 | ||
Expiration date | Dec. 9, 2031 | ||
Exercise price | $ 1.34 | ||
Fair value on grant date | $ 0.65 | ||
Share based expenses | $ 497 | ||
December 9, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of award granted | 383,333 | ||
Expiration date | Dec. 9, 2031 | ||
Exercise price | $ 1.34 | ||
Fair value on grant date | $ 0.66 | ||
Share based expenses | $ 252 |
SHARE-BASED COMPENSATION (Sch_2
SHARE-BASED COMPENSATION (Schedule of Parameters Used in Valuing Fair Value of Options) (Details) - Options [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Black-Scholes-Merton option-pricing model assumptions: | ||||
Expected volatility, minimum | [1] | 115.00% | 95.00% | 98.00% |
Expected volatility, maximum | [1] | 153.00% | 98.00% | 103.00% |
Risk-free rate, minimum | 0.81% | 0.31% | 1.59% | |
Risk-free rate, maximum | 1.34% | 0.83% | 2.30% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected term | 5 years 10 months 17 days | |||
Minimum [Member] | ||||
Black-Scholes-Merton option-pricing model assumptions: | ||||
Expected term | 5 years 3 months 7 days | 5 years 10 months 17 days | ||
Share price | $ 0.8 | $ 0.28 | $ 1.52 | |
Maximum [Member] | ||||
Black-Scholes-Merton option-pricing model assumptions: | ||||
Expected term | 6 years 4 months 28 days | 6 years 1 month 6 days | ||
Share price | $ 2.27 | $ 1.57 | $ 2.52 | |
[1] | In the years ended December 31, 2021, 2020 and 2019, expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. |
SHARE-BASED COMPENSATION (Sch_3
SHARE-BASED COMPENSATION (Schedule of Share-Based Compensation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | $ 491 | $ 408 | $ 516 |
Research and development, net [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | 329 | 165 | 421 |
General and Administrative Expense [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | $ 162 | $ 243 | $ 95 |
SHARE-BASED COMPENSATION (Sch_4
SHARE-BASED COMPENSATION (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Number of options | ||||
Outstanding at the beginning of the year | 1,088,737 | 547,322 | 422,784 | |
Granted | 1,998,282 | 616,390 | 203,721 | |
Exercised | (7,000) | |||
Forfeited | (163,810) | (74,975) | (79,183) | |
Outstanding at the end of the year | 2,916,209 | 1,088,737 | 547,322 | |
Exercisable at the end of the year | 540,727 | 309,710 | 194,291 | |
Weighted average of exercise price | ||||
Outstanding at the beginning of the year | $ 4.76 | $ 10.24 | $ 15.54 | |
Granted | 1.30 | 0.52 | 2.03 | |
Exercised | 0.60 | |||
Forfeited | 4.65 | 9.83 | 12.17 | |
Outstanding at the end of the year | 2.41 | 4.76 | 10.24 | |
Exercisable at the end of the year | $ 7.72 | $ 14.14 | $ 23.36 | |
Weighted average remaining contractual life | ||||
Outstanding at the beginning of the year | 8 years 8 months 26 days | 8 years 3 months 18 days | 8 years 7 months 6 days | |
Outstanding at the end of the year | 9 years 1 month 17 days | 8 years 8 months 26 days | 8 years 3 months 18 days | |
Exercisable at the end of the year | 7 years 10 days | 7 years | 6 years 5 months 23 days | |
Aggregate intrinsic value | ||||
Outstanding at the beginning of the year | [1] | $ 0 | $ 0 | $ 0 |
Outstanding at the end of the year | [1] | 0 | 0 | 0 |
Exercisable at the end of the year | [1] | $ 0 | $ 0 | $ 0 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Unvested at beginning of year | 72,599 | 99,530 | 109,469 | |
Granted | 300,000 | 0 | 55,560 | |
Vested | (35,158) | (25,204) | (35,124) | |
Forfeited | (4,899) | (1,727) | (30,375) | |
Unvested at end of year | 332,542 | 72,599 | 99,530 | |
[1] | As of December 31, 2021, an amount of 2,420,771 outstanding options are out of the money. Options in the amount of 495,438 with an exercise price of $0.32, $0.36, and $0.601 are in the money, except options at an exercise price of par value |
RESEARCH AND DEVELOPMENT EXPE_3
RESEARCH AND DEVELOPMENT EXPENSES, NET (Schedule of Research and Development Expenses, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development Expenses [Line Items] | |||
Salaries and related expenses | $ 2,042 | $ 1,698 | $ 1,506 |
Share-based compensation | 491 | 408 | 516 |
Depreciation | 36 | 25 | 17 |
Total research and development expenses, net | 12,349 | 10,008 | 10,474 |
Research and development, net [Member] | |||
Research and Development Expenses [Line Items] | |||
Salaries and related expenses | 7,428 | 6,173 | 5,316 |
Share-based compensation | 329 | 165 | 421 |
Materials | 3,020 | 1,792 | 1,944 |
Subcontractors and consultants | 640 | 807 | 764 |
Depreciation | 169 | 123 | 98 |
Cost for registration of patents | 153 | 164 | 132 |
Others | 1,041 | 784 | 1,889 |
Research and development | 12,780 | 10,008 | 10,564 |
Less participation of the IIA | (431) | 0 | (90) |
Total research and development expenses, net | $ 12,349 | $ 10,008 | $ 10,474 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Schedule of General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
General and Administrative Expense [Abstract] | |||
Salaries and related expenses | $ 2,042 | $ 1,698 | $ 1,506 |
Share-based compensation, net | 162 | 243 | 95 |
Professional services | 710 | 574 | 705 |
Office Rent And Maintenance | 172 | 174 | 180 |
Depreciation | 36 | 25 | 17 |
Others | 1,850 | 1,210 | 1,092 |
Total general and administrative expenses | $ 4,972 | $ 3,924 | $ 3,595 |
FINANCE INCOME (EXPENSES), NE_2
FINANCE INCOME (EXPENSES), NET (Schedule of Finance Income (Expense), Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Interest income on short-term deposits and other | $ 101 | $ 69 | $ 245 |
Bank fees and interest expenses | (13) | (12) | (8) |
Changes in provision for royalties | 22 | 28 | 3 |
Exchange rate differences | (43) | (6) | (18) |
Changes in fair value of derivatives | 52 | 7 | 11 |
Total financing income, net | $ 119 | $ 86 | $ 233 |
LOSS PER SHARE (Schedule of Los
LOSS PER SHARE (Schedule of Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic and diluted net loss per ordinary share: | |||
Net loss | $ 17,202 | $ 13,846 | $ 13,836 |
Shares used in computing net loss per ordinary share, basic and diluted | 82,807,556 | 30,351,368 | 7,986,059 |
Net loss per ordinary share, basic and diluted | $ 0.21 | $ 0.46 | $ 1.73 |
LOSS PER SHARE (Schedule of Ant
LOSS PER SHARE (Schedule of Anti-Dilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant and Share Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive instruments | 23,405,225 | 22,088,616 | 6,328,643 |
RELATED PARTIES (Schedule of Tr
RELATED PARTIES (Schedule of Transactions with Related Parties) (Details) | 12 Months Ended | |||
Dec. 31, 2021ILS (₪) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||
Transactions with related parties | $ 61,000 | $ 57,000 | $ 54,000 | |
Consulting fees, including share-based compensation and reimbursement of expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transactions with related parties | 61,000 | 57,000 | 54,000 | |
Sigalit Kimchy [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly retainer | ₪ 10,000 | 3,100 | ||
Gross Overtime monthly rate | 2,500 | 1,000 | ||
Maximum aggregate monthly salary | ₪ 12,500 | 3,900 | ||
Non-Executive Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transactions with related parties | 296,000 | 327,000 | 446,000 | |
Non-Executive Directors [Member] | Fees and Reimbursement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transactions with related parties | 272,000 | 251,000 | 323,000 | |
Non-Executive Directors [Member] | Share-Based Compensation [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transactions with related parties | $ 24,000 | $ 76,000 | $ 123,000 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 21, 2022 | Mar. 02, 2022 | Mar. 01, 2022 | Jan. 27, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | |||||||
Number of award granted | 1,998,282 | 616,390 | 203,721 | ||||
Placement agent warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Expiration of warrants | $ 1.6875 | ||||||
Subsequent Event [Member] | Certain Employees [Member] | Ordinary Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of award granted | 336,000 | ||||||
Subsequent Event [Member] | Certain Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of award granted | 144,000 | ||||||
Subsequent Event [Member] | Certain Employees [Member] | Stock Options and Restricted Stock Units RSU [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price of award granted | $ 0.648 | ||||||
Award vesting period | 4 years | ||||||
Percentage of options and RSUs expected to vest and exercisable on first anniversary of date of grant | 25.00% | ||||||
Period of vesting equal portion | thirty-six (36) months | ||||||
Subsequent Event [Member] | Officers and employees [Member] | Ordinary Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of award granted | 169,314 | ||||||
Subsequent Event [Member] | Officers and employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of award granted | 57,000 | ||||||
Subsequent Event [Member] | Institutional and accredited investors [Member] | Ordinary Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of ordinary shares | 20,000,000 | ||||||
March 2022 Registered Direct Offering [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of registred direct offering | $ 10,000 | ||||||
Net proceeds warrant from the registered direct offering | $ 8,900 | 8,900 | |||||
Stock issuance costs | $ 1,100 | ||||||
March 2022 Registered Direct Offering [Member] | Subsequent Event [Member] | Placement agent warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants to be granted upon exercise of warrants | 750,000 | ||||||
March 2022 Registered Direct Offering [Member] | Subsequent Event [Member] | Ordinary Shares [Member] | Placement agent warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price of award granted | $ 0.625 | ||||||
Warrants issued | 1,000,000 | ||||||
Expiration of warrants | $ 0.65 | ||||||
March 2022 Registered Direct Offering [Member] | Subsequent Event [Member] | Institutional and accredited investors [Member] | Ordinary Shares [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants issued | 15,000,000 | ||||||
Expiration of warrants | $ 0.65 | ||||||
Warrants expiring period | 5 years | ||||||
Percentage of ordinary shares issued upon cash exercise of warrants to placement agent | 5.00% | ||||||
March 2022 Registered Direct Offering [Member] | Subsequent Event [Member] | Warrant Amendment Agreement [Member] | Ordinary Shares [Member] | Placement agent warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants | 18,525,927 |