Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017 | |
Document And Entity Information | |
Entity Registrant Name | AIT THERAPEUTICS, INC. |
Entity Central Index Key | 1,641,631 |
Document Type | S1 |
Document Period End Date | Dec. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 1,201 | $ 7 | |
Restricted cash | 6 | ||
Marketable securities | 606 | ||
Other accounts receivable and prepaid expenses | 109 | 78 | |
Total current assets | 1,922 | 85 | |
NON-CURRENT ASSETS: | |||
Deferred private placement costs | 90 | ||
Property and equipment, net | 267 | 61 | |
Total non-current assets | 267 | 151 | |
TOTAL ASSETS | 2,189 | 236 | |
CURRENT LIABILITIES: | |||
Bank loan | 39 | ||
Trade payables | 669 | 528 | |
Other accounts payable | 694 | 1,093 | |
Loans from related parties and others | [1] | 33 | 379 |
Total current liabilities | 1,396 | 2,039 | |
NON-CURRENT LIABILITIES: | |||
Liability related to warrants | 9,172 | ||
Convertible notes | 2,895 | ||
TOTAL LIABILITIES | 10,568 | 4,934 | |
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS' DEFICIENCY: | |||
Common Stock, $0.0001 par value per share - 100,000,000 and 11,665,085 shares authorized at December 31, 2017 and 2016, respectively; 6,097,254 and 2,207,449 shares issued and outstanding at December 31, 2017 and 2016 respectively. | 1 | 1 | |
Preferred Stock, $0.0001 par value per share - 10,000,000 shares authorized at December 31, 2017 and December 31, 2016; 0 issued and outstanding shares at December 31, 2017 and December 31, 2016 | |||
Accumulated other comprehensive income | 2 | ||
Treasury shares | (25) | ||
Additional paid-in capital | 23,260 | 8,874 | |
Deficit accumulated | (31,617) | (13,573) | |
Total stockholders' equity (deficit) | (8,379) | (4,698) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 2,189 | $ 236 | |
[1] | On February 10, 2014, AIT signed a loan agreement with one of its stockholders for a total amount of $22. The loan bears an interest of 4% per annum. In 2016 and 2017, AIT entered into loan agreement with existing stockholders pursuant to which AIT received the amounts of $340 and $57 (the "Stockholder Loans"), respectively, which bears an interest rate of 16% per annum and shall be fully repaid in 12 months from the date each was funded. In the event of full payment of the Stockholder Loans at any time within 90 days of the funding, a minimum interest rate of 4% of the Stockholder Loans shall be paid along with the principal. For the years ended December 31, 2017 and 2016, AIT recorded expenses regarding all aforesaid loans in the amount of $13 and $10, respectively. On January 13, 2017, upon the closing of the Merger (see also Note 1b), the holdings of certain of the above stockholders were diluted, and they are no longer considered related parties as of December 31, 2017. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' equity (deficit) | ||
Preferred stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock , Shares Authorized | 100,000,000 | 11,665,085 |
Common Stock , Par Value | $ 0.0001 | $ 0.0001 |
Common Stock , Shares Issued | 6,097,254 | 2,207,449 |
Common Stock , Shares Outstanding | 6,097,254 | 2,207,449 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||
Research and development expenses | $ 4,438 | $ 673 |
General and administrative expenses | 6,629 | 1,039 |
Costs related to aborted IPO | 621 | |
Operating loss | 11,067 | 2,333 |
Financial expense, net | 6,977 | 1,360 |
Loss before taxes on income | 18,044 | 3,693 |
Taxes on income | 27 | |
Net loss | 18,044 | 3,720 |
Net unrealized gain on available-for-sale investments | (2) | |
Total comprehensive loss | $ 18,042 | $ 3,720 |
Net basic and diluted loss per share | $ (3.01) | $ (2.69) |
Weighted average number of Common Stock used in computing basic and diluted net loss per share | 6,002,052 | 1,448,363 |
STATEMENTS OF CHANGES IN CONSOL
STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS' EQUITY DEFICIENCY - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional paid-in capital [Member] | Accumulated Deficit [Member] | Other Comprehensive income | Total | ||
Balance at Dec. 31, 2015 | $ 1 | $ 8,028 | $ (9,853) | $ (1,824) | ||||
Balance, shares at Dec. 31, 2015 | 2,207,449 | |||||||
Modification of Consultants' warrants to purchase Common Stock | 94 | 94 | ||||||
Waiver of salary by the Company's officer | 304 | 304 | ||||||
Stock-based compensation related to options granted to employees and non-employees | 243 | 243 | ||||||
Stock-based compensation related to RSUs granted to Board of Directors' member | 28 | 28 | ||||||
Issuance of warrants to service provider | 94 | 94 | ||||||
Beneficial conversion feature in respect to Convertible Notes | 177 | 177 | ||||||
Net loss | (3,720) | (3,720) | ||||||
Balance at Dec. 31, 2016 | $ 1 | $ 8,874 | $ (13,573) | $ (4,698) | ||||
Balance, shares at Dec. 31, 2016 | 2,207,449 | 2,207,449 | ||||||
Shares issued with respect to reverse merger of AITT Inc. | [1] | (295) | (295) | |||||
Shares issued with respect to reverse merger of AITT Inc., shares | 103,200 | |||||||
Treasury shares | [1] | $ (25) | $ (25) | |||||
Treasury shares, shares | (90,000) | |||||||
Modification of Consultants' warrants to purchase Common Stock | 480 | 480 | ||||||
Stock-based compensation related to options granted to employees and non-employees | 536 | 536 | ||||||
Stock-based compensation related to RSUs granted to Board of Directors' member | [1] | (24) | (24) | |||||
Stock-based compensation related to RSUs granted to Board of Directors' member, shares | 3,927 | |||||||
Stock-based compensation related to RSs granted to members of the Board of Directors | [1] | 2,549 | 2,549 | |||||
Stock-based compensation related to RSs granted to members of the Board of Directors, shares | 856,910 | |||||||
Cancellation of RSs to members of the Board of Directors | [1] | 844 | 844 | |||||
Cancellation of RSs to members of the Board of Directors, shares | (246,312) | |||||||
Issuance of warrants to service provider | 480 | 480 | ||||||
Issuance of Common Stock, net of issuance costs | [1] | 6,322 | 6,322 | |||||
Issuance of Common Stock, net of issuance costs, shares | 1,812,110 | |||||||
Conversion of Convertible Notes into Common Stock upon the merger | [1] | 3,973 | 3,973 | |||||
Conversion of Convertible Notes into Common Stock upon the merger, shares | 1,397,068 | |||||||
Issuance of shares upon exercise of options | 1 | 1 | ||||||
Issuance of shares upon exercise of options, shares | [1] | 52,902 | ||||||
Net unrealized gains on available-for-sale investments | 2 | 2 | ||||||
Net loss | (18,044) | (18,044) | ||||||
Balance at Dec. 31, 2017 | $ 1 | $ (25) | $ 23,260 | $ (31,617) | $ 2 | $ (8,379) | ||
Balance, shares at Dec. 31, 2017 | 6,097,254 | 6,097,254 | ||||||
[1] | Represents an amount lower than $1. |
STATEMENTS OF CONSOLIDATED CASH
STATEMENTS OF CONSOLIDATED CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (18,044) | $ (3,720) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 38 | 25 |
Capital loss in respect to property and equipment | 5 | |
Stock-based compensation warrants, RSs and RSUs | 4,385 | 365 |
Issuance of Common Stock to finder upon the conversion of Convertible Notes | 18 | |
Amortization of beneficial conversion feature and debt issuance costs related to Convertible Notes | 1,046 | 1,050 |
Issuance cost related to liability warrants | 457 | |
Adjustment of liability warrants | 2,434 | |
Revaluation of warrants to purchase Common Stock | 2,978 | |
Imputed interest on Convertible Notes, loans from related parties and others | 33 | 299 |
Waiver of salary by the Company's officer | 304 | |
Change in: | ||
Other accounts receivables and prepaid expenses | (31) | (67) |
Trade payables | 141 | 404 |
Other accounts payable | (574) | 291 |
Deferred IPO costs that was aborted | 352 | |
Net cash used in operating activities | (7,119) | (692) |
Cash flows from investing activities | ||
Increase in restricted cash | (6) | |
Investment in marketable securities | (2,000) | |
Proceeds from redemption of marketable securities | 1,396 | |
Selling of property and equipment | 12 | |
Purchase of property and equipment | (244) | 2 |
Purchase price that has been paid upon the reverse merger | (295) | |
Net cash (used in) provided by investing activities | (1,149) | 14 |
Cash flows from financing activities | ||
Proceeds from issuance of units consisting of Common Stock and warrants, net of issuance costs | 9,889 | |
Proceeds from loan from related parties and others | 57 | 340 |
Maturity of loan and interest from related parties and others | (418) | |
Proceeds from bank loan | 467 | |
Repayment of bank loan | (42) | (431) |
Treasury shares | (25) | |
Proceeds from issuance of Convertible Note | 184 | |
Deferred private placement costs that were paid | (4) | |
Exercise of options | 1 | |
Net cash provided by financing activities | 9,462 | 556 |
Increase (decrease) in cash and cash equivalents | 1,194 | (122) |
Cash and cash equivalents at the beginning of the year | 7 | 129 |
Cash and cash equivalents at the end of the year | 1,201 | 7 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of Convertible Notes into Common Stock | 3,955 | |
Capitalization of deferred private placement costs | $ 86 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. AIT Therapeutics, Inc. ("AITT" or the "Company") was incorporated on April 24, 2015 as KokiCare, Inc. under the laws of the State of Delaware. On January 9, 2017, the name of the Company was changed to AIT Therapeutics, Inc. Advanced Inhalation Therapies (AIT) Ltd. ("AIT") was incorporated in Israel on May 1, 2011 and commenced its operations in May 2012. In December 2016, through a merger transaction, AIT became a wholly-owned subsidiary of the Company. The Company is an emerging medical device company that is developing a Nitric Oxide (NO) delivery system that generates NO from ambient air. The system can generate up to 400 parts per million (ppm) for delivery to a patient’s lung. The system can deliver continuously or for a fixed amount of time and can titrate dose on demand or maintain a constant dose. Hence the system can be used to treat patients on a ventilator requiring NO, those with chronic lung disease or acute severe lung infections via delivery through a breathing mask. On August 29, 2014, AIT established a wholly-owned subsidiary, Advanced Inhalation Therapies (AIT) Inc. ("Inc."), a Delaware corporation. Its principal business activity is to provide executive management and administrative support functions to AIT. b. Reverse merger: On December 29, 2016, KokiCare Inc. entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”), together with Red Maple Ltd., a wholly owned subsidiary of KokiCare Inc., ("Merger Sub"), and AIT. The Merger Agreement provided for (i) the merger of Merger Sub with and into AIT pursuant to the laws of the State of Israel (the "Israeli Merger"), and (ii) the conversion of the ordinary shares and other outstanding securities of AIT into the right to receive shares and other applicable securities of AITT, with AIT surviving as a wholly owned subsidiary of AITT (the "Merger"). The Israeli Merger became effective on December 29, 2016 and the Merger closed on January 13, 2017 (the "Closing"). Prior to consummation of the Merger: 1. The Company received a $320 cash purchase price (the "Purchase Price") from AIT and used the cash purchase price to (i) pay off all the liabilities of the Company as of the Closing of the Merger, (ii) issue a cash dividend of $2.50 per share to its stockholders as of immediately prior to the Closing of the Merger, and (iii) acquire 90,000 (on a post-reverse stock split basis) shares of its common stock, par value $0.0001 per share (“Common Stock”) from the Company’s prior sole officer and director, for $25. 2. KokiCare Inc. adopted its Amended and Restated Certificate of Incorporation ("COI") to (i) change its name from "KokiCare Inc." to "AIT Therapeutics Inc.", (ii) increase its capitalization to provide for the issuance of up to 100,000,000 shares of its Common Stock and up to 10,000,000 shares of Preferred Stock, par value $0.0001 per share; and (iii) effect a one-for-100 reverse stock split of the Common Stock. In connection with the Closing of the Merger, all outstanding ordinary shares, warrants and options of AIT were converted into the rights to receive shares of AITT's Common Stock, warrants for AITT’s Common Stock and stock options 3. On December 31, 2016, Kokicare's Common Stock was quoted on the Pink Open Market of the OTC Markets The Merger was accounted for as a reverse recapitalization which is outside the scope of ASC 805, "Business Combinations". Under reverse capitalization accounting, AIT is considered the acquirer for accounting and financial reporting purposes and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. Consequently, the consolidated financial statements of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. These consolidated financial statements include the accounts of the Company since the effective date of the reverse capitalization and the accounts of AIT since inception. c. Since its inception, the Company has devoted substantially most of its effort to business planning, research and development. The Company has incurred losses and has accumulated negative cash flow from operating activities amounted to $18,044 and $7,119 during the year ended December 31, 2017, respectively, and has an accumulated deficit of $31,617 as of December 31, 2017. The Company's management and the Board of Directors believe that the Company’s existing financial resources are adequate to satisfy its expected liquidity requirements for at least twelve month period from the date of approval of the financial statements (refer also to note 15). To further address the Company's liquidity needs, the Company has adopted a contingency plan, which was approved by the Board, to be effected, in whole or in part, at its discretion, to allow the Company to continue its operations and meet its obligations, to the extent required. The contingency plan consist of cost reduction, which include mainly the following steps: reduction in consultant's expenses, headcount, compensation paid to key management personal and overhead expenses. The contingency plan will commence in January 2019. a. The Company is also continuing to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. The consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might be necessary should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP"). a. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company's management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. b. Principles of consolidation: The consolidated financial statements include the accounts of AIT and Inc. Inter-company balances, and transactions including profits from inter-company sales not yet realized have been eliminated upon consolidation. c. Financial statements in U.S. dollars in thousands: The majority of AIT's operations are currently conducted in Israel and in the United States while a significant part of AIT's expenses and financing activities are denominated and determined in U.S. dollars. The Company's management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company's transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Board (ASC) 830, "Foreign Currency Matters". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. e. Restricted cash: Restricted cash are . These deposits lease f. Investment in marketable securities: The Company accounts for investments in marketable securities in accordance with ASC No. 320, "Investments- Debt and equity Securities". Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each balance sheet date. The Company classified its investment in marketable securities as available-for-sale securities. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in "Accumulated other comprehensive income" in shareholders' deficiency. Realized gains and losses on sales of investments are included in financial income, net and are derived using the specific identification method for determining the cost of securities. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the Company's intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. For securities that are deemed other-than-temporarily impaired, the amount of impairment recognized in the statement of income (loss) is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income (loss). g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Clinical and medical equipment 10-15 h. Impairment for long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC 360, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected i. Research and development expenses: Research and development expenses are charged to the statement of comprehensive loss as incurred. j. Severance pay: AIT's liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 ("Section 14"), all the employees are included under this section, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee's name with insurance companies. Payments in accordance with Section 14 release AIT from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under section 14 are not reflected in the balance sheet as the severance pay risks have been irrevocably transferred to the severance funds. k. Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2017, and 2016, the Company has recorded a liability for uncertain tax position under other accounts payable. The Company classifies interest and penalties on income tax (which includes uncertain tax positions) as taxes on income. l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and marketable securities. Cash and cash equivalents are invested in major banks in Israel and U.S. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company's marketable securities include investments in mutual funds which management believes bear minimal credit risk The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. m. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2017 and 2016, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. n. Warrants to purchase Common Stock: The Company accounted for warrants to purchase shares of its Common Stock held by investors which include down round protective provisions as a liability according to the provisions of ASC 815-40, "Derivatives and Hedging Contracts in Entity's Own Equity" ("ASC 815"). The Company measures the warrants at fair value by using the Black-Scholes model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company's statement of comprehensive loss as financial expense (income), net. o. Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company, until such shares are retired and removed from the account. p. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of Common Stock Common Stock Common Stock For the years ended December 31, 2017 and 2016, all outstanding stock options, warrants, restricted shares and restricted share units have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. q. Stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite or derived service period in the Company's consolidated statement of comprehensive loss. The Company recognizes compensation expense for the value of its awards granted based on the accelerated method over the requisite or derived service period of each of the awards. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016- 09"). The update simplifies several aspects of accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, , The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model which requires a number of assumptions, of which the most significant are the fair market value of the underlying Common Stock The fair value for options granted in 2017 and 2016 to employees and directors of the Company is estimated at the date of grant using a Black-Scholes-Merton Options pricing model with the following weighted average assumptions: 2017 2016 Dividend yield 0% 0% Expected volatility 75% 75.2% Risk-free interest 2.1%-3.5% 2.1%-3.6% Expected life (years) 5.5-6 5.5-6.25 The Company measures the fair value of restricted share and restricted share unit based on the market value of the underlying shares at the date of grant. The Company applies ASC 505-50, "Equity-Based Payments to Non-Employees" ("ASC 505") with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. r. Impact of recently issued accounting standards: In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This update is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted and modified retrospective application is required. The Company is still evaluating the effect that this guidance will have on its consolidated financial statements and related disclosures. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective for the Company at January 1, 2018 and early adoption is permitted. The guidance will not have a material impact on the Company's consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of certain Cash Receipts and Cash Payments (ASU 2016-15). The new authoritative guidance addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The guidance will generally be applied retrospectively and is affective for financial statements issued for annual reporting periods beginning after December 15, 2017. The guidance will not have a material impact on the Company's consolidated financial statements. |
OTHER ACCOUNTS RECEIVABLE
OTHER ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
OTHER ACCOUNTS RECEIVABLE | NOTE 3:- OTHER ACCOUNTS RECEIVABLE December 31, 2017 2016 Prepaid expenses $ 4 6 $ 73 Government authorities 63 5 $ 109 $ 78 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4:- PROPERTY AND EQUIPMENT, NET December 31, 2017 2016 Cost: Computers and electronic equipment $ 32 $ 28 Clinical and medical equipment 359 119 391 147 Accumulated depreciation: Computers and electronic equipment 27 20 Clinical and medical equipment 97 66 124 86 Depreciated cost $ 267 $ 61 Depreciation expenses for the years ended December 31, 2017 and 2016 were $38 and $25, respectively. |
OTHER ACCOUNTS PAYABLE
OTHER ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 5:- OTHER ACCOUNTS PAYABLE December 31, 2017 2016 Accrued expenses $ 4 50 $ 851 Employees and payroll accruals 90 88 Income tax 154 154 $ 6 94 $ 1,093 |
BANK LOAN
BANK LOAN | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
BANK LOAN | NOTE 6:- BANK LOAN On September 15, 2016, AIT entered into a loan agreement with a commercial bank for a loan (“Loan”) in an aggregate principal amount of $52 with imputed interest at an average rate of 5.1% with monthly payments over 12 installments. On May 21, 2017 the remaining balance of the Loan including the accrued interest was paid by the Company. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7:- CONVERTIBLE NOTES Starting in December 2013 and continuing until December 31, 2016, AIT entered into Convertible Notes Agreements ("Notes Agreement") and received an aggregate amount of $3,342 in proceeds from these convertible notes - ("Convertible Notes"), of which $892 was received from related parties as of December 31, 2016. With respect to the Convertible Notes, AIT applied ASC 470, "Debt with Conversion and Other Options", pursuant to which AIT recognized and measured the Beneficial Conversion Feature ("BCF") in the Convertible Notes at the commitment date by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature is calculated on the commitment date using the effective conversion price. The discount resulting from the BCF is amortized over the life of the Convertible Notes and is contained in financial expenses (income), net in the Company’s statements of consolidated comprehensive loss unless mandatorily converted earlier. In September and October 2016, the Convertible Notes' terms were modified such that subject to and effective immediately upon the consummation of a transaction whereby AIT’s ordinary shares were to become quoted on the OTC Market, the holders of the Convertible Notes had the right to convert the Convertible Notes and the outstanding accrued interest into ordinary shares of AIT. Following the consummation of the Merger, the holders of the Convertible Notes elected to change the conversion terms such that the Convertible Notes and the outstanding accrued interest will convert into 1,397,068 ordinary shares of AIT. Following the conversion, the holders will no longer have any rights or claims under the Notes Agreement. AIT accounted for this amendment as modification according to ASC 470-50 "Modifications and Extinguishments". On January 13, 2017, upon the Closing of the Merger (see Note 1b) all Convertible Notes and the accrued interest were converted of the Company The Convertible Notes balance consists of the following: December 31, 2017 2016 Opening balance $ 2,895 $ 1,552 Receipt of Convertible Notes - 184 BCF in respect of Convertible Notes - (177 ) Amortization of BCF 1,031 1,034 Amortization of debts issuance costs 15 16 Imputed interest 14 286 Conversion of Convertible Notes into Common Stock (3,955 ) - $ - $ 2,895 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 8:- FAIR VALUE MEASUREMENT ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value. Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company accounted for the warrants issued to investors which included, among others, down round protective provisions as a non-current liability according to provisions of ASC 815. The Company will measure the warrants at fair value in each reporting period until they are exercised or expired, with changes in the fair value being recognized in the Company`s statement of comprehensive loss as financial income or expense, as appropriate. Under ASC 820, the warrants are classified as Level 3 (See also Note 2n). Under ASC 820, the marketable securities are classified as Level 1 (See also Note 2f). The Company used the following assumptions to estimate the fair value of the warrants: December 31, 2017 Risk-free interest rate (1) 2.64%-2.69 % Expected volatility (2) 75 % Expected life (in years) (3) 4.04-4.25 Dividend yield (4) 0 % Fair value per warrant $ 2.5-2.57 (1) Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility - was calculated based on actual historical stock price movements of comparable companies in the same industry over a term that is equivalent to the expected term of the option. (3) Expected life - the expected life was based on the expiration date of the warrants. (4) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. The changes in Level 3 liabilities associated with the warrants that were issued to investors are measured at fair value on a recurring basis. The following tabular presentation reflects the components of the liability associated with such warrants as of December 31, 2017: Number of warrants Fair value Balance at January 1, 2017 - $ - Fair value of warrants issued to investors and placement agent 1,933,654 3,760 Fair value of the adjustment liability warrants issued (see also Note 11c2) 1,701,616 2,434 Revaluation of warrants to purchase Common Stock 2,978 Balance at December 31, 2017 3,635,270 $ 9,172 As of December 31, 2017, none of the warrants granted have been exercised. In addition, the Company’s financial instruments also include cash and cash equivalents, other accounts receivable, trade payables and other accounts payables. As of December 31, 2017, the fair value of these financial instruments was not materially different from their carrying values due to the short-term maturities of such instruments. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 9:- TAXES ON INCOME a. Tax rates applicable to AIT: 1. Taxable income of AIT is subject to a corporate tax rate as follow: 2017 - 24% and 2016 - 25%. 2. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. b. AITT and Inc.: AITT and Inc. are subject to U.S. income taxes. The tax rates are compounded from a progressive federal tax of 35% in addition to a state and local taxes. The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. As the Company collects and prepares necessary data and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may make adjustments to provisional amounts. Those adjustments may impact the Company's provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018. c. Net operating losses carry forward: AIT has accumulated losses for tax purposes as of December 31, 2017 in the amount of approximately $ 7,281 As of December 31, 2017, AITT has net operating loss carryforwards for federal and state income tax purposes of approximately $ 1,638 which expires in the year 2037. Utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. d. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows: December 31, 2017 2016 Deferred tax assets: Operating loss carry forward $ 2, 584 $ 1,381 Reserves and allowances 7 5 Research and development 667 153 Net deferred tax asset before valuation allowance 3, 258 1,539 Valuation allowance (3, 258 ) (1,539 ) Net deferred tax asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2017 and 2016 e. Loss before taxes on income consists of the following: Year ended December 31, 2017 2016 Foreign $ 10,574 $ 3,727 Domestic 7,470 (34 ) $ 18,044 $ 3,693 f. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances in respect to deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. g. Accounting for uncertainty in income taxes: A reconciliation of the beginning and ending amount of unrecognized tax benefits related to uncertain tax positions is as follows: Year ended December 31, 2017 2016 Balance at beginning of year $ 1 $ 127 Additions for current year's tax position - 27 Balance at the end of year $ 1 $ 154 The Company does not expect a reversal of unrecognized tax benefits in the next 12 months. AITT and Inc. file income tax returns in the U.S, AIT file income tax returns in Israel. As of December 31, 2017, the tax returns of AIT are open to examination by the tax authorities from the year of 2013 |
CONTINGENT LIABILITIES AND COMM
CONTINGENT LIABILITIES AND COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES AND COMMITMENTS | NOTE 10:- CONTINGENT LIABILITIES AND COMMITMENTS a. On October 22, 2013, AIT entered into a patent license agreement with a third party, pursuant to which AIT agreed to pay to the third party a non-refundable upfront fee of $150 and is obligated to pay 5% royalties of any licensed product revenues, but at least $50 per annum during the royalty period as defined in the agreement. As of December 31, 2017, AIT did not record any revenues and therefore no royalties were paid or accrued. b. In August 2015, AIT entered into an Option Agreement (the "Option Agreement") with a third party whereby AIT acquired on September 7, 2016 for $25 the Option to purchase certain intellectual property assets and rights (the "Option"). According to the Option Agreement, the Option was originally exercisable for a period of six months, starting August 2015 (which was extended in 2016 for a period that ended January 2017). AIT exercised the Option in January 2017 and paid an exercise price of $500. Additionally, AIT is required to make certain one-time development and sales milestone payments to the third party, starting from the date on which AIT receives regulatory approval for the commercial sale of its first product candidate. In addition, immediately prior to the Merger, on January 13, 2017, AIT issued to a third party a warrant (the “Third Party Warrant”) to purchase up to 178,570 ordinary shares of AIT at an exercise price of $4.80 for each share. This warrant was exchanged for a warrant to acquire shares of the Common Stock of the Company upon consummation of the Merger. The warrant is exercisable, in whole or in part, until the seventh anniversary as of the date of grant of the warrant. As of December 31, 2017, AIT recorded research and development expenses of $480 in respect to such warrant (see also Note 11j2). |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' DEFICIENCY | NOTE 11:- STOCKHOLDERS' DEFICIENCY a. Share capital: The Common Stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company. b. Effective December 29, 2016, the Company's Board of Directors and the stockholders approved a reverse stock split of the outstanding Common Stock, at the ratio of 1 for 100. For accounting purposes, all Common Stock, warrants to purchase Common Stock and options to purchase Common Stock and loss per share amounts have been adjusted to give retroactive effect to this reverse stock split for all periods presented in these consolidated financial statements. Any fractional shares that resulted from the reverse share split have been rounded up to the nearest whole share. c. Issuance of Common Stock: 1. In December 2016, AIT entered into a Securities Purchase and Registration Rights Agreement (the "SPA") pursuant to which AIT agreed to issue and sell purchased units in the minimum aggregate amount of $10,000 and up to a maximum aggregate amount of $25,000. Each purchased unit (each a “Unit”) comprised one ordinary share, NIS 0.01 par value per share, and one five-year warrant to purchase one ordinary share at an exercise price of $6.90 per share but eligible to be exercised on a cashless basis in the sole discretion of the holder. Each Unit sold at a price of $6.00. The exercise price and the number of warrants are subject to non-standard anti-dilution protections clauses and therefore are accounted as non-current liability in the consolidated financial statements. Immediately prior to the Closing of the Merger, AIT received gross proceeds of approximately $10,210 ("Total Purchase Price") from new and existing investors ("Investors") (including $1,170 from certain principal shareholders, a member of its Board of Directors and its chief executive officer) under the SPA by issuance of an aggregate 1,701,616 Units. Direct and incremental costs related to the SPA amounted to $1,049. Such costs have been allocated between shares of Common Stock and the issued Warrants. Under the SPA, AIT was obligated to file, as soon as reasonably practicable, but in no event later than the 45th day following January 13, 2017, which was February 27, 2017 (the "Filing Deadline"), with the SEC, a registration statement on Form S-1, (the "Registration Statement"), providing for the resale from time to time by the Investors of any and all registrable securities issued pursuant to the SPA. The registration statement was filed on February 27, 2017. In addition, AIT agreed to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable following such filing, but in no event later than the earlier of the 90th day following the date on which the Registration Statement was initially filed with the SEC and the fifth day following the date on which AIT is notified by the SEC that the Registration Statement will not be reviewed or will not be subject to further review (such earlier date, the "Effectiveness Deadline"). The Registration Statement was declared effective by the SEC on May 26, 2017. 2. In addition, based on the terms of the SPA, because the issuance of Units by AIT, together with issuances of Units by the Company following the Merger, failed to raise aggregate gross proceeds of at least $15,000, the Company adjusted the number of warrants and liability 3. In March 2017, the Company raised additional gross funds amounting to approximately $663 from new investors by issuance of an aggregate of 110,494 purchased units, each of which comprised one share of Common Stock and a warrant to acquire two shares of Common Stock at an exercise price of $6.9 per share. Direct and incremental costs related to such investment round amounted to $199. In addition, the Company incurred additional costs amounted to $15 with respect to warrants that the Company is obligated to issue to the placement agent. These costs were allocated between the Common Stock and the issued Warrants. 4. On January 13, 2017, the principal and accrued interest on all of AIT's outstanding Convertible Notes, amounting to $3,955 were converted into 1,390,595 shares of Common Stock. In addition, the Company issued 6,473 shares of Common Stocks as a finders’ fee upon the conversion of the Convertible Notes. Consequently, the Company recorded in 2017 finance expenses amounting to $18. d. Treasury shares: Following to Note 1b1, the Company acquired 90,000 (on a post-reverse stock split basis) shares of its Common Stock from the Company’s prior sole officer and director, for $25. e. Stock options granted to employees: In September and December 2013, AIT authorized through its 2013 Incentive Option Plan (the "2013 Plan"), the grant of options and Restricted Share Units ("RSU's") to officers, directors, advisors, management and other key employees. The options granted have generally between 2 to 4 years vesting terms and expire 10 years after the grant date. Certain options will be accelerated upon fulfillment of certain conditions. The Company assumed the 2013 plan upon consummation of the Merger. The 215 A summary of the Company’s options activity for employees and directors is as follows: Year ended December 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of period 134,693 $ 3.31 8.99 Granted 240,500 6.34 Exercised (52,902 ) 0.02 Forfeited (29,401 ) 5.27 Options outstanding at end of period 292,890 6.18 9 Options exercisable at end of period 102,074 5.97 8.59 As of December 31, 2017, the aggregated intrinsic value of outstanding and exercisable options was $0. The aggregate intrinsic value represents the total intrinsic value (the difference between the deemed fair value of the Common Stock on the last day of fiscal 2017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2017. This amount is impacted by the changes in the fair market value of the Company's shares of Common Stock. The weighted average grant date fair value of options granted during the year ended December 31, 2017 was $1.87. f. Options granted to non-employees: The Company has granted options to certain non-employees under the 2013 Plan and accounted for these options in accordance with ASC 505-50. The outstanding options granted to non-employees are as follows: Grant date Number of options Exercise price Expiration date September 8, 2013 17,080 $ 4.01 September 8, 2023 September 8, 2013 2,340 $ * ) September 8, 2023 December 29, 2013 3,511 $ 4.01 December 29, 2023 April 8, 2014 9,158 $ * ) April 8, 2024 July 24, 2014 1,246 $ 5.46 July 24, 2024 March 1, 2015 57,779 $ 5.46 March 1, 2025 October 20, 2015 12,456 $ * ) October 20, 2025 December 1, 2015 11,210 $ 5.46 December 1, 2025 November 8, 2016 9,601 $ * ) November 8, 2026 June 30, 2017 131,000 $ 6.9 June 30, 2027 255,381 *) Represents an amount lower than $1. Total weighted average fair value of options granted to non-employees in the twelve g. Stock-based compensation: The stock-based compensation expense recognized in the consolidated financial statements for services received from employees, directors and non-employees is shown in the following table: Year ended December 31, 2017 2016 Research and development expenses $ 138 $ 109 General and administrative expenses 3,767 134 $ 3,905 $ 243 As of December 31, 2017, the total unrecognized estimated compensation cost related to non-vested stock options granted to employees, directors and non-employees is $220. h. Issuance of Restricted Stock Units (“RSUs”): On August 31, 2015, AIT's Board of Directors approved a grant of 11,781 RSUs to one member of the Board of Directors with a vesting schedule of three years from September 3, 2015. As of December 31, 2017, 3,927 shares of Common Stock have been issued upon vesting of equivalent amount of RSUs. During the year of 2017, 7,854 RSUs were forfeited due to the board member’s termination. i. Issuance of Restricted Shares ("RSs"): 1. On January 13, 2017, the Company issued 492,624 RSs to one of the directors of the Company, of which 246,312 were to vest on the six-month anniversary of the grant date and the remaining vest on the 18-month anniversary of the grant date. During the second quarter of 2017, 246,312 RSs were cancelled. During the year ended 2017, the Company recorded general and administrative expenses of $1,961 in connection with the above grant, out of which $844 were recorded with respect to the RSs cancellation. 2. On June 24, 2016, AIT entered into an agreement with an individual to serve on AIT's Board of Directors pursuant to which AIT agreed to pay as compensation and benefits upon the consummation of a financing round in the United States (the “Financing Round”) (i) an annual retainer of $40 to be paid in equal monthly installments; (ii) a one-time bonus of $150 within 30 days following completion of the Financing Round (the "One-Time Bonus") and (iii) RSs equal to 3% of all issued and outstanding fully diluted shares of AIT after the completion of the Financing Round (including any option to purchase additional shares or similar held by the purchasers in the Financing Round) with a vesting schedule of 33.33% of such shares to be vested immediately upon the completion of a Financing Round, 33.33% of such shares to be vested on the 6 month anniversary of the completion of a Financing Round and the remaining 33.33% of such shares on the 12 month anniversary of the completion of a Financing Round. Upon the closing of a change of control transaction, as defined in the agreement, the unvested options shall be accelerated and vest immediately. This agreement has a three-year term, subject to earlier termination as defined in the agreement. During the first quarter of 2017, the one-time bonus was paid and the Company issued 364,286 RSs. For the year ended December 31, 2017, the Company recorded expenses in the amount of $1,433 in respect of this grant. j. Warrants: 1. On October 3, 2013 (the "Grant Date"), AIT granted warrants to a strategic adviser to purchase 85,474 ordinary shares of AIT with an exercise price of $8.19 (the “Third-Party Warrant”). Such warrant was fully vested on the Grant Date and eligible for exercise during a period of three years commencing as of the issuance of the warrant and ending on the third anniversary of the Grant Date (the "Exercise Period"). In addition, the warrant expires in the event of an initial public offering (an “IPO”) or an acquisition of AIT unless already exercised. In January 2016, AIT's Board of Directors approved the extension of the Exercise Period by replacing the aforementioned original warrant with a new warrant exercisable until December 31, 2017 or until the fifth anniversary of the Grant Date in the event an IPO were to occur prior to December 31, 2016. As of December 31, 2017, this warrant was expired. AIT accounted for the extension of the Exercise Period pursuant to ASC 718 as a modification. Accordingly, additional compensation of $94 was calculated as the fair value of the modified award in excess of the fair value of the original award measured immediately before its terms have been modified based on current circumstances and recorded incremental fair value as an immediate compensation expense in the general and administrative expenses in the statements of comprehensive loss in 2016. 2. In respect to the issuance of warrants as further described in note 10 (b). as of January 13, 2017, AIT accounted for the Third-Party Warrant pursuant to ASC 505-50 and measured the warrants at fair value according to the Black-Scholes model for a fair value of approximately $480. Such amount was fully recognized as of December 31, 2017 based on the vesting schedule of the warrant. The value of the Third-Party Warrant was based on the following assumptions: share price of $3.98, exercise price of $4.80, expected dividend rate of 0%, expected standard deviation of 75.23%, risk-free interest rates of 2.20% and expected life until exercise of 7 years. 3. On February 20, 2017, the Company’s Board of Directors approved the extension of the exercise period of options granted to one of the Company’s officers by an additional nine months from three months to one year from the termination date. The Company accounted for such extension pursuant to ASC 718 as a modification. Accordingly, additional compensation of $13 was calculated as the fair value of the modified award in excess of the fair value of the original award measured immediately before its terms have been modified based on current circumstances and recorded incremental fair value as an immediate compensation expense. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 12:- RELATED PARTIES BALANCES AND TRANSACTIONS Balances with related parties: December 31, 2017 2016 Convertible Notes (c) $ - $ 892 Other accounts payable (b) $ - $ 65 Loans from related parties (a) $ - $ 379 Additional paid in capital (d) $ 3,393 $ 304 Related parties' expenses: Year ended December 31, 2017 2016 Amounts charged to: General and administrative expenses (d) $ 3,543 $ 220 Research and Development expenses (b) $ - $ 29 Financial expense (a), (c) $ 13 $ 82 a. On February 10, 2014, AIT signed a loan agreement with one of its stockholders for a total amount of $22. The loan bears an interest of 4% per annum. In 2016 and 2017, AIT entered into loan agreement with existing stockholders pursuant to which AIT received the amounts of $340 and $57 (the "Stockholder Loans"), respectively, which bears an interest rate of 16% per annum and shall be fully repaid in 12 months from the date each was funded. In the event of full payment of the Stockholder Loans at any time within 90 days of the funding, a minimum interest rate of 4% of the Stockholder Loans shall be paid along with the principal. For the years ended December 31, 2017 and 2016, AIT recorded expenses regarding all aforesaid loans in the amount of $13 and $10, respectively. On January 13, 2017, upon the closing of the Merger (see also Note 1b), the holdings of certain of the above stockholders were diluted, and they are no longer considered related parties as of December 31, 2017. b. In previous years, the Company entered into consultancy agreements with certain stockholders. c. Commencing December 2013, AIT issued the Convertible Notes for which aggregate consideration of $892 was received from related parties (see also Note 7). The Convertible Notes bore an interest rate of 8% per annum compounded annually. Upon the closing of the Merger (see also Note 1b), all of the outstanding Convertible Notes were converted into 1,397,068 shares of Common Stock. For the years ended December 31, 2017 and 2016, the Company recorded finance expenses in the amounts of $0 and $72, respectively. d. In November 2016, the Company's former CEO waived all of his requirements for certain debts of AIT owed to him for a total amount of $304. In addition, as described in note 11(i), the Company issued restricted shares as well as paid one time bonus to two of its directors upon the reverse merger transaction. |
FINANCIAL EXPENSE, NET
FINANCIAL EXPENSE, NET | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSES, NET | NOTE 13:- FINANCIAL EXPENSES, NET Year ended December 31, 2017 2016 Financial expenses, net: Imputed interest in respect to Convertible Notes 15 286 Amortization of debt issuance costs 14 16 Amortization of BCF in respect to Convertible Notes 1,031 1,034 Issuance of Common Stock to finder fee upon the conversion of Convertible Notes 18 - Adjustment liability (see also Note 11c2) 2,434 - Revaluation of warrants to purchase Common Stock 2,978 - Issuance cost related to warrants to investors and placement agent 457 - Other financial expenses, net 30 24 $ 6,977 $ 1,360 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 14:- BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of the Company's basic and diluted net loss per share of Common stock: Year ended December 31 2017 2016 Net comprehensive income $ (18,044 ) $ (3,720 ) Convertible Preferred A Shares accumulated dividend (*) - (177 ) Net loss attributable to Ordinary shares as reported $ (18,044 ) $ (3,897 ) Shares used in computing net loss per share of Ordinary shares, basic and diluted 6,002,052 1,448,363 Net loss per share of Ordinary share, basic and diluted (3.01 ) (2.69 ) For the ended December 31, 2017 and 2016, all outstanding convertible notes, options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15:- SUBSEQUENT EVENTS a. On January 31, 2018 the Company entered into an agreement (“Agreement”) with NitricGen, Inc. (“NitricGen”) to acquire a global, exclusive, transferable license and associated assets including intellectual property, know-how, trade secrets and confidential information from NitricGen related to NO delivery systems (“Delivery System”). According to the Agreement, the Company agreed to pay NitricGen a total of $2,000 in several future payments depended on achieving some milestones, as defined in the Agreement, and to pay NitricGen royalties on sales of the Delivery System. In addition, the Company agreed to grant NitricGen warrants to purchase 100,000 shares of AITT common stock at an exercise price of $6.90 per share. On March 2018 the Company paid NitricGen $200 for achieving the first millstones as defined in the Agreement. b. On February 16, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the several purchasers (the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers (the “Offering”) warrants to purchase 4,599,604 shares of its common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.01 per underlying warrant share. The warrants are comprised of an aggregate of (i) 2,299,802 Tranche A Warrants (the “Tranche A Warrants”) to purchase one share of Common Stock (the “Tranche A Warrant Shares”) at an exercise price of $4.25 per Tranche A Warrant Share, exercisable within three days from the issue date of the Warrants and (ii) an equal number of Tranche B Warrants (the “Tranche B Warrants” and, together with the Tranche A Warrants, the “Warrants”) to purchase one share of Common Stock (the “Tranche B Warrant Shares” and, together with the Tranche A Warrant Shares, the “Warrant Shares”) at an exercise price of $4.25 per Tranche B Warrant Share, exercisable within three years from the issue date of the Warrants. The closing of the Offering occurred on February 16, 2018 (the “Closing”) and was subject to the satisfaction of specified customary closing conditions. Immediately following the Closing, each Purchaser exercised the full amount of their Tranche A Warrants resulting in gross proceeds to the Company from the sale of the Warrants to the Investors, together with the exercise price of the Tranche A Warrants, of $9,820. |
SIGNIFICANT ACCOUNTING POLICI22
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company's management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of consolidation | b. Principles of consolidation: The consolidated financial statements include the accounts of AIT and Inc. Inter-company balances, and transactions including profits from inter-company sales not yet realized have been eliminated upon consolidation. |
Financial statements in U.S. dollars in thousands | c. Financial statements in U.S. dollars in thousands: The majority of AIT's operations are currently conducted in Israel and in the United States while a significant part of AIT's expenses and financing activities are denominated and determined in U.S. dollars. The Company's management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company's transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to U.S. dollars in accordance with the Accounting Standards Board (ASC) 830, "Foreign Currency Matters". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. |
Cash equivalents | d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. |
Restricted cash | e. Restricted cash: Restricted cash are . These deposits lease |
Investment in marketable securities | f. Investment in marketable securities: The Company accounts for investments in marketable securities in accordance with ASC No. 320, "Investments- Debt and equity Securities". Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each balance sheet date. The Company classified its investment in marketable securities as available-for-sale securities. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in "Accumulated other comprehensive income" in shareholders' deficiency. Realized gains and losses on sales of investments are included in financial income, net and are derived using the specific identification method for determining the cost of securities. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the Company's intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. For securities that are deemed other-than-temporarily impaired, the amount of impairment recognized in the statement of income (loss) is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income (loss). |
Property and equipment, net | g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Clinical and medical equipment 10-15 |
Impairment for long-lived assets | h. Impairment for long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC 360, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected |
Research and development expenses | i. Research and development expenses: Research and development expenses are charged to the statement of comprehensive loss as incurred. |
Severance pay | j. Severance pay: AIT's liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 ("Section 14"), all the employees are included under this section, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee's name with insurance companies. Payments in accordance with Section 14 release AIT from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under section 14 are not reflected in the balance sheet as the severance pay risks have been irrevocably transferred to the severance funds. |
Income taxes | k. Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides full valuation allowance, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2017, and 2016, the Company has recorded a liability for uncertain tax position under other accounts payable. The Company classifies interest and penalties on income tax (which includes uncertain tax positions) as taxes on income. |
Concentrations of credit risk | l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and marketable securities. Cash and cash equivalents are invested in major banks in Israel and U.S. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company's marketable securities include investments in mutual funds which management believes bear minimal credit risk The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Legal and other contingencies | m. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2017, and 2016, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. |
Warrants to purchase Common Stock | n. Warrants to purchase Common Stock: The Company accounted for warrants to purchase shares of its Common Stock held by investors which include down round protective provisions as a liability according to the provisions of ASC 815-40, "Derivatives and Hedging Contracts in Entity's Own Equity" ("ASC 815"). The Company measures the warrants at fair value by using the Black-Scholes model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company's statement of comprehensive loss as financial expense (income), net. |
Treasury shares | o. Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company, until such shares are retired and removed from the account. |
Basic and diluted net loss per share | p. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of Common Stock Common Stock Common Stock For the years ended December 31, 2017 and 2016, all outstanding stock options, warrants, restricted shares and restricted share units have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. |
Stock-based compensation | q. Stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite or derived service period in the Company's consolidated statement of comprehensive loss. The Company recognizes compensation expense for the value of its awards granted based on the accelerated method over the requisite or derived service period of each of the awards. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016- 09"). The update simplifies several aspects of accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, , The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model which requires a number of assumptions, of which the most significant are the fair market value of the underlying Common Stock The fair value for options granted in 2017 and 2016 to employees and directors of the Company is estimated at the date of grant using a Black-Scholes-Merton Options pricing model with the following weighted average assumptions: 2017 2016 Dividend yield 0% 0% Expected volatility 75% 75.2% Risk-free interest 2.1%-3.5% 2.1%-3.6% Expected life (years) 5.5-6 5.5-6.25 The Company measures the fair value of restricted share and restricted share unit based on the market value of the underlying shares at the date of grant. The Company applies ASC 505-50, "Equity-Based Payments to Non-Employees" ("ASC 505") with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. |
Impact of recently issued accounting pronouncements | r. Impact of recently issued accounting standards: In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This update is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted and modified retrospective application is required. The Company is still evaluating the effect that this guidance will have on its consolidated financial statements and related disclosures. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective for the Company at January 1, 2018 and early adoption is permitted. The guidance will not have a material impact on the Company's consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of certain Cash Receipts and Cash Payments (ASU 2016-15). The new authoritative guidance addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The guidance will generally be applied retrospectively and is affective for financial statements issued for annual reporting periods beginning after December 15, 2017. The guidance will not have a material impact on the Company's consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated useful lives | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Clinical and medical equipment 10-15 |
Schedule of fair value for options granted | The fair value for options granted in 2017 and 2016 to employees and directors of the Company is estimated at the date of grant using a Black-Scholes-Merton Options pricing model with the following weighted average assumptions: 2017 2016 Dividend yield 0% 0% Expected volatility 75% 75.2% Risk-free interest 2.1%-3.5% 2.1%-3.6% Expected life (years) 5.5-6 5.5-6.25 |
OTHER ACCOUNTS RECEIVABLE (Tabl
OTHER ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Other Accounts Receivable | December 31, 2017 2016 Prepaid expenses $ 4 6 $ 73 Government authorities 63 5 $ 109 $ 78 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2017 2016 Cost: Computers and electronic equipment $ 32 $ 28 Clinical and medical equipment 359 119 391 147 Accumulated depreciation: Computers and electronic equipment 27 20 Clinical and medical equipment 97 66 124 86 Depreciated cost $ 267 $ 61 |
OTHER ACCOUNTS PAYABLE (Tables)
OTHER ACCOUNTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accounts Payable | December 31, 2017 2016 Accrued expenses $ 4 50 $ 851 Employees and payroll accruals 90 88 Income tax 154 154 $ 6 94 $ 1,093 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The Convertible Notes balance consists of the following: December 31, 2017 2016 Opening balance $ 2,895 $ 1,552 Receipt of Convertible Notes - 184 BCF in respect of Convertible Notes - (177 ) Amortization of BCF 1,031 1,034 Amortization of debts issuance costs 15 16 Imputed interest 14 286 Conversion of Convertible Notes into Common Stock (3,955 ) - $ - $ 2,895 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assumptions to Estimate the Investors' and Placement Agent's Warrants | The Company used the following assumptions to estimate the fair value of the warrants: December 31, 2017 Risk-free interest rate (1) 2.64%-2.69 % Expected volatility (2) 75.2 % Expected life (in years) (3) 4.04-4.25 Dividend yield (4) 0 % Fair value per warrant $ 2.5-2.57 (1) Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility - was calculated based on actual historical stock price movements of comparable companies in the same industry over a term that is equivalent to the expected term of the option. (3) Expected life - the expected life was based on the expiration date of the warrants. (4) Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. |
Schedule of Changes in Level 3 Liabilities for Warrants | The changes in Level 3 liabilities associated with the warrants that were issued to investors are measured at fair value on a recurring basis. The following tabular presentation reflects the components of the liability associated with such warrants as of December 31, 2017: Number of warrants Fair value Balance at January 1, 2017 - $ - Fair value of warrants issued to investors and placement agent 1,933,654 3,760 Fair value of the adjustment liability warrants issued (see also Note 11c2) 1,701,616 2,434 Revaluation of warrants to purchase Common Stock 2,978 Balance at December 31, 2017 3,635,270 $ 9,172 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Asset/Liability | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows: December 31, 2017 2016 Deferred tax assets: Operating loss carry forward $ 2, 584 $ 1,381 Reserves and allowances 7 5 Research and development 667 153 Net deferred tax asset before valuation allowance 3, 258 1,539 Valuation allowance (3, 258 ) (1,539 ) Net deferred tax asset $ - $ - |
Schedule of Profit (Loss) Before Taxes | Loss before taxes on income consists of the following: Year ended December 31, 2017 2016 Foreign $ 10,574 $ 3,727 Domestic 7,470 (34 ) $ 18,044 $ 3,693 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits related to uncertain tax positions is as follows: Year ended December 31, 2017 2016 Balance at beginning of year $ 1 $ 127 Additions for current year's tax position - 27 Balance at the end of year $ 1 $ 154 |
STOCKHOLDERS' DEFICIENCY (Table
STOCKHOLDERS' DEFICIENCY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Option Activity | A summary of the Company’s options activity for employees and directors is as follows: Year ended December 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of period 134,693 $ 3.31 8.99 Granted 240,500 6.34 Exercised (52,902 ) 0.02 Forfeited (29,401 ) 5.27 Options outstanding at end of period 292,890 6.18 9 Options exercisable at end of period 102,074 5.97 8.59 |
Schedule of Outstanding Options Granted to Non-employees | The outstanding options granted to non-employees are as follows: Grant date Number of options Exercise price Expiration date September 8, 2013 17,080 $ 4.01 September 8, 2023 September 8, 2013 2,340 $ * ) September 8, 2023 December 29, 2013 3,511 $ 4.01 December 29, 2023 April 8, 2014 9,158 $ * ) April 8, 2024 July 24, 2014 1,246 $ 5.46 July 24, 2024 March 1, 2015 57,779 $ 5.46 March 1, 2025 October 20, 2015 12,456 $ * ) October 20, 2025 December 1, 2015 11,210 $ 5.46 December 1, 2025 November 8, 2016 9,601 $ * ) November 8, 2026 June 30, 2017 131,000 $ 6.9 June 30, 2027 255,381 *) Represents an amount lower than $1. |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense recognized in the consolidated financial statements for services received from employees, directors and non-employees is shown in the following table: Year ended December 31, 2017 2016 Research and development expenses $ 138 $ 109 General and administrative expenses 3,767 134 $ 3,905 $ 243 |
RELATED PARTY BALANCES AND TR31
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | Balances with related parties: December 31, 2017 2016 Convertible Notes (c) $ - $ 892 Other accounts payable (b) $ - $ 65 Loans from related parties (a) $ - $ 379 Additional paid in capital (d) $ 3,393 $ 304 Related parties' expenses: Year ended December 31, 2017 2016 Amounts charged to: General and administrative expenses (d) $ 3,543 $ 220 Research and Development expenses (b) $ - $ 29 Financial expense (a), (c) $ 13 $ 82 a. On February 10, 2014, AIT signed a loan agreement with one of its stockholders for a total amount of $22. The loan bears an interest of 4% per annum. In 2016 and 2017, AIT entered into loan agreement with existing stockholders pursuant to which AIT received the amounts of $340 and $57 (the "Stockholder Loans"), respectively, which bears an interest rate of 16% per annum and shall be fully repaid in 12 months from the date each was funded. In the event of full payment of the Stockholder Loans at any time within 90 days of the funding, a minimum interest rate of 4% of the Stockholder Loans shall be paid along with the principal. For the years ended December 31, 2017 and 2016, AIT recorded expenses regarding all aforesaid loans in the amount of $13 and $10, respectively. On January 13, 2017, upon the closing of the Merger (see also Note 1b), the holdings of certain of the above stockholders were diluted, and they are no longer considered related parties as of December 31, 2017. b. In previous years, the Company entered into consultancy agreements with certain stockholders. c. Commencing December 2013, AIT issued the Convertible Notes for which aggregate consideration of $892 was received from related parties (see also Note 7). The Convertible Notes bore an interest rate of 8% per annum compounded annually. Upon the closing of the Merger (see also Note 1b), all of the outstanding Convertible Notes were converted into 1,397,068 shares of Common Stock. For the years ended December 31, 2017 and 2016, the Company recorded finance expenses in the amounts of $0 and $72, respectively. d. In November 2016, the Company's former CEO waived all of his requirements for certain debts of AIT owed to him for a total amount of $304. In addition, as described in note 11(i), the Company issued restricted shares as well as paid one time bonus to two of its directors upon the reverse merger transaction. |
FINANCIAL EXPENSE, NET (Tables)
FINANCIAL EXPENSE, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial Expenses, Net | Year ended December 31, 2017 2016 Financial expenses, net: Imputed interest in respect to Convertible Notes 15 286 Amortization of debt issuance costs 14 16 Amortization of BCF in respect to Convertible Notes 1,031 1,034 Issuance of Common Stock to finder fee upon the conversion of Convertible Notes 18 - Adjustment of liability warrants (see also Note 11c2) 2,434 - Revaluation of warrants to purchase Common Stock 2,978 - Issuance cost related to warrants to investors and placement agent 457 - Other financial expenses, net 30 24 $ 6,977 $ 1,360 |
BASIC AND DILUTED NET LOSS PE33
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company's basic and diluted net loss per share of Common stock: Year ended December 31 2017 2016 Net comprehensive income $ (18,044 ) $ (3,720 ) Convertible Preferred A Shares accumulated dividend (*) - (177 ) Net loss attributable to Ordinary shares as reported $ (18,044 ) $ (3,897 ) Shares used in computing net loss per share of Ordinary shares, basic and diluted 6,002,052 1,448,363 Net loss per share of Ordinary share, basic and diluted (3.01 ) (2.69 |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (18,044) | $ (3,720) | |
Cash flow from operating activities | (7,119) | (692) | |
Accumulated deficit | 31,617 | 13,573 | |
Cash purchase price | $ 295 | ||
Treasury stock shares acquired | 90,000 | ||
Treasury stock shares acquired, value | $ 25 | ||
Ordinary Shares, authorized | 100,000,000 | 11,665,085 | |
Preferred Shares, authorized | 10,000,000 | 10,000,000 | |
Preferred Shares, par value | $ 0.0001 | $ 0.0001 | |
Reverse stock split | one-for-100 | ||
Conversion ratio | 1:1 | ||
Common Stock [Member] | |||
Net loss | |||
KokiCare Inc. [Member] | |||
Cash purchase price | $ 320 | ||
Cash dividend | $ 2.50 | ||
KokiCare Inc. [Member] | Common Stock [Member] | |||
Treasury stock shares acquired | 90,000 | ||
Treasury stock shares acquired, value | $ 25 |
SIGNIFICANT ACCOUNTING POLICI35
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Estimated useful lives)) (Details) | Dec. 31, 2017 |
Computers and Electronic Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation percentage rate | 33.00% |
Clinical and Medical Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation percentage rate | 10.00% |
Clinical and Medical Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation percentage rate | 15.00% |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES (Fair Value of Options) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 2 years | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Expected volatility | 75.00% | 75.20% |
Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest | 2.10% | 2.10% |
Expected life (years) | 5 years 6 months | 5 years 6 months |
Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest | 3.50% | 3.60% |
Expected life (years) | 6 years | 6 years 3 months |
OTHER ACCOUNTS RECEIVABLE (Sche
OTHER ACCOUNTS RECEIVABLE (Schedule of Other Accounts Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Prepaid expenses | $ 46 | $ 73 |
Government authorities | 63 | 5 |
Other accounts receivable and prepaid expenses | $ 109 | $ 78 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 391 | $ 147 |
Accumulated depreciation | 124 | 86 |
Depreciated cost | 267 | 61 |
Depreciation expenses | 38 | 25 |
Computers and Electronic Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 32 | 28 |
Accumulated depreciation | 27 | 20 |
Clinical and Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 359 | 119 |
Accumulated depreciation | $ 97 | $ 66 |
OTHER ACCOUNTS PAYABLE (Schedul
OTHER ACCOUNTS PAYABLE (Schedule of Other Accounts Payable) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 450 | $ 851 |
Employees and payroll accruals | 90 | 88 |
Income tax | 154 | 154 |
Other accounts payable | $ 694 | $ 1,093 |
BANK LOAN (Details)
BANK LOAN (Details) $ in Thousands | 1 Months Ended |
Sep. 15, 2016USD ($) | |
Debt Disclosure [Abstract] | |
Agreement for bank loan | $ 52 |
Number of Installments | 12 |
Imputed interest in average rate | 5.10% |
CONVERTIBLE NOTES (Narrative) (
CONVERTIBLE NOTES (Narrative) (Details) - USD ($) $ in Thousands | Jan. 13, 2017 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Proceeds from convertible debt | $ 184 | ||||
Proceeds from related party debt | $ 57 | $ 340 | |||
Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from convertible debt | $ 3,342 | ||||
Proceeds from related party debt | $ 892 | ||||
Ordinary shares issued from conversion of Convertible Notes | 1,397,068 | ||||
Conversion of Convertible Notes into Common Stock upon the merger, shares | 1,397,068 | ||||
Shares issued as finder fee | 6,473 |
CONVERTIBLE NOTES (Schedule of
CONVERTIBLE NOTES (Schedule of Convertible Notes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Opening balance | $ 2,895 | |
Amortization of debts issuance costs | 14 | $ 16 |
Ending balance | 2,895 | |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Opening balance | 2,895 | 1,552 |
Receipt of Convertible Notes | 184 | |
BCF in respect of Convertible Notes | (177) | |
Amortization of BCF | 1,031 | 1,034 |
Amortization of debts issuance costs | 15 | 16 |
Imputed interest | 14 | 286 |
Conversion of Convertible Notes into Common Stock | (3,955) | |
Ending balance | $ 2,895 |
FAIR VALUE MEASUREMENT (Schedul
FAIR VALUE MEASUREMENT (Schedule of assumptions to estimate the Investors' and placement agent's warrants) (Details) - Investors' and placement agent's warrants [Member] - Fair value of liability related to warrants | 12 Months Ended | |
Dec. 31, 2017$ / shares | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected volatility | 75.20% | [1] |
Dividend yield | 0.00% | [2] |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.64% | [3] |
Expected life (in years) | 4 years 15 days | [4] |
Fair value per warrant | $ 2.50 | |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.69% | [3] |
Expected life (in years) | 4 years 3 months | |
Fair value per warrant | $ 2.57 | |
[1] | Expected volatility - was calculated based on actual historical stock price movements of comparable companies in the same industry over a term that is equivalent to the expected term of the option. | |
[2] | Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future. | |
[3] | Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. | |
[4] | Expected life - the expected life was based on the expiration date of the warrants. |
FAIR VALUE MEASUREMENT (Sched44
FAIR VALUE MEASUREMENT (Schedule of components of the liability associated with such warrants) (Details) - Investors' and placement agent's warrants [Member] - Fair value of liability related to warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at January 1, 2017 | shares | 0 |
Fair value of warrants issued to investors and placement agent | shares | 1,933,654 |
Fair value of the adjustment liability warrants issued (see also Note 11c2) | shares | 1,701,616 |
Revaluation of warrants to purchase Common Stock | shares | 0 |
Balance at December 31, 2017 | shares | 3,635,270 |
Balance at January 1, 2017 | $ | |
Fair value of warrants issued to investors and placement agent | $ | 3,760 |
Fair value of the adjustment liability warrants issued (see also Note 11c2) | $ | 2,434 |
Revaluation of warrants to purchase Common Stock | $ | 2,978 |
Balance at December 31, 2017 | $ | $ 9,172 |
TAXES ON INCOME (Narrative) (De
TAXES ON INCOME (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 24.00% | 25.00% |
Federal statutory rate | 35.00% | |
Federal statutory rate beginning in 2018 | 21.00% | |
Net operating loss carryforwards | $ 1,638 | |
Accumulated losses that can be carried forward for tax purposes | $ 7,281 |
TAXES ON INCOME (Schedule of De
TAXES ON INCOME (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Operating loss carry forward | $ 2,584 | $ 1,381 |
Reserves and allowances | 7 | 5 |
Research and development | 667 | 153 |
Net deferred tax asset before valuation allowance | 3,258 | 1,539 |
Valuation allowance | (3,258) | (1,539) |
Net deferred tax asset |
TAXES ON INCOME (Schedule of In
TAXES ON INCOME (Schedule of Income Loss Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Foreign | $ 10,574 | $ 3,727 |
Domestic | 7,470 | (34) |
Loss before taxes on income | $ (18,044) | $ (3,693) |
TAXES ON INCOME (Schedule of Re
TAXES ON INCOME (Schedule of Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 154 | $ 127 |
Additions for current year's tax position | 27 | |
Ending balance | $ 154 | $ 154 |
CONTINGENT LIABILITIES AND CO49
CONTINGENT LIABILITIES AND COMMITMENTS (Other) (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Oct. 31, 2013 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Non-refundable fee paid for patent license agreement | $ 150 | |
Royalty percentage owed on sale of licensed product revenues | 5.00% | |
Minimum amount of royalties owed per annum | $ 50 |
CONTINGENT LIABILITIES AND CO50
CONTINGENT LIABILITIES AND COMMITMENTS (Option Agreement) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Dec. 31, 2017 | Jan. 13, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Fee paid for option to purchase certain intellectual property | $ 25 | ||
Amount owed to third party upon exercise of Option | $ 500 | ||
Warrants to purchase ordinary shares | 178,570 | ||
Exercise price | $ 4.8 | ||
Research and development expenses | $ 480 |
STOCKHOLDERS' DEFICIENCY (Narra
STOCKHOLDERS' DEFICIENCY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 13, 2017 | Aug. 31, 2015 | Oct. 03, 2013 | Feb. 20, 2017 | Jun. 24, 2016 | Jan. 31, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Reverse stock split ratio | one-for-100 | |||||||||
Stock Issued During Period, Value, New Issues | $ 6,322 | |||||||||
Treasury stock shares acquired | 90,000 | |||||||||
Treasury stock shares acquired, value | $ 25 | |||||||||
Shares called by warrants | 178,570 | |||||||||
Warrant exercise price | $ 4.8 | |||||||||
Deferred private placement costs | $ 90 | |||||||||
Deferred private placement costs that were paid | 4 | |||||||||
Number of shares available for grant | 251,215 | |||||||||
Expiration period of awards | 10 years | |||||||||
Aggregate intrinsic value of outstanding and exercisable options | $ 0 | |||||||||
Fair value of warrants | $ 2,434 | |||||||||
Expected life | 2 years | |||||||||
General and administrative expenses | $ 6,629 | 1,039 | ||||||||
Annual retainer amount in monthly installments | $ 40 | |||||||||
One time bonus on completion of financing round | $ 150 | |||||||||
Percentage of issued and outstanding fully diluted shares | 3.00% | |||||||||
Weighted average grant date fair value of options grant | $ 1.87 | |||||||||
Ordinary Shares reserved for issuance | 799,486 | |||||||||
Vested immediately [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of vesting shares | 33.33% | |||||||||
Vested after 6 month [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of vesting shares | 33.33% | |||||||||
Vested after 12 month [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of vesting shares | 33.33% | |||||||||
RSU [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSU's granted | 364,286 | |||||||||
Additional compensation expense | $ 1,433 | |||||||||
Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of warrants | $ 480 | |||||||||
Share price | $ 3.98 | |||||||||
Exercise price | $ 4.80 | |||||||||
Expected dividend rate | 0.00% | |||||||||
Expected standard deviation | 75.23% | |||||||||
Risk-free interest rates | 2.20% | |||||||||
Expected life | 7 years | |||||||||
Director [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSU's granted | 492,624 | |||||||||
RSU's vested | 246,312 | |||||||||
RSU's cancelled | 246,312 | |||||||||
Director [Member] | RSU [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting term of awards | 3 years | |||||||||
RSU's granted | 7,854 | |||||||||
RSU's vested | 3,927 | |||||||||
General and administrative expenses | $ 1,961 | |||||||||
Director [Member] | RSU [Member] | Restricted Shares Cancelled [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
General and administrative expenses | 844 | |||||||||
Strategic Adviser [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares called by warrants | 85,474 | |||||||||
Warrant exercise price | $ 8.19 | |||||||||
General and administrative expenses | $ 94 | |||||||||
Board of Directors Chairman [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Additional compensation expense | $ 13 | |||||||||
Employees, Directors and Non-Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Additional compensation expense | 3,909 | $ 243 | ||||||||
Unrecognized estimated compensation cost | $ 220 | |||||||||
Non-Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant date fair value of options grant | $ 1.76 | |||||||||
Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting term of awards | 2 years | |||||||||
Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting term of awards | 4 years | |||||||||
SPA [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Purchase price per unit | $ 0.01 | |||||||||
Sale of Stock, Price Per Share | $ 6 | |||||||||
Total Purchase Price | $ 10,210 | |||||||||
Shares issued in merger transaction | 1,701,616 | |||||||||
Shares issued in merger transaction, value | $ 1,170 | |||||||||
Direct and incremental costs | 1,049 | $ 199 | ||||||||
Aggregate consideration | 15,000 | |||||||||
Finance expenses | $ 2,434 | $ 15 | $ 18 | |||||||
Stock Issued During Period, Shares, New Issues | 6,473 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,390,595 | 110,494 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,955 | $ 663 | ||||||||
Warrants issued | 1,701,616 | |||||||||
Warrant exercise price | $ 6.90 | |||||||||
Expiration period of awards | 5 years | |||||||||
SPA [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of Stock, Consideration Received on Transaction | $ 10,000 | |||||||||
SPA [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of Stock, Consideration Received on Transaction | $ 25,000 |
STOCKHOLDERS' DEFICIENCY (Summa
STOCKHOLDERS' DEFICIENCY (Summary of Option Activity For Employees And Directors) (Details) - Employees and Directors [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of options | ||
Options outstanding at beginning of period | 134,693 | |
Granted | 240,500 | |
Exercised | (52,902) | |
Forfeited | (29,401) | |
Options outstanding at end of period | 292,890 | 134,693 |
Options exercisable at end of year | 102,074 | |
Weighted average exercise price | ||
Options outstanding at beginning of period | $ 3.31 | |
Granted | 6.34 | |
Exercised | 0.02 | |
Forfeited | 5.27 | |
Options outstanding at end of period | 6.18 | $ 3.31 |
Options exercisable at end of year | $ 5.97 | |
Weighted average remaining contractual life | ||
Options outstanding | 9 years | 8 years 11 months 26 days |
Options exercisable at end of year | 8 years 7 months 2 days |
STOCKHOLDERS' DEFICIENCY (Sum53
STOCKHOLDERS' DEFICIENCY (Summary of Options Granted to Non-Employees) (Details) - Non-Employees [Member] - $ / shares | Jun. 30, 2017 | Nov. 08, 2016 | Dec. 01, 2015 | Oct. 20, 2015 | Mar. 01, 2015 | Jul. 24, 2014 | Apr. 08, 2014 | Dec. 29, 2013 | Sep. 08, 2013 | Dec. 31, 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options | 131,000 | 9,601 | 11,210 | 12,456 | 57,779 | 1,246 | 9,158 | 3,511 | 295,881 | |||||
Exercise price | $ 6.90 | [1] | $ 5.46 | [1] | $ 5.46 | $ 5.46 | [1] | $ 4.01 | ||||||
Expiration date | Jun. 30, 2027 | Nov. 8, 2026 | Dec. 1, 2025 | Oct. 20, 2025 | Mar. 1, 2025 | Jul. 24, 2024 | Apr. 8, 2024 | Dec. 29, 2023 | ||||||
September 8, 2013 Transaction One [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options | 17,080 | |||||||||||||
Exercise price | $ 4.01 | |||||||||||||
Expiration date | Sep. 8, 2023 | |||||||||||||
September 8, 2013 Transaction Two [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options | 2,340 | |||||||||||||
Exercise price | [1] | |||||||||||||
Expiration date | Sep. 8, 2023 | |||||||||||||
[1] | Represents an amount lower than $1. |
STOCKHOLDERS' DEFICIENCY (Sched
STOCKHOLDERS' DEFICIENCY (Schedule of Share Based Compensation Expense) (Details) - Employees, Directors and Non-Employees [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 3,909 | $ 243 |
Total unrecognized estimated compensation cost | 220 | |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 138 | 109 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 3,767 | $ 134 |
RELATED PARTY BALANCES AND TR55
RELATED PARTY BALANCES AND TRANSACTIONS (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 10, 2014 | |
Related Party Transaction [Line Items] | ||||
Repayment of related party debt | $ 418 | |||
Interest expense | 15 | 286 | ||
Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 57 | $ 340 | $ 22 | |
Debt instrument interest rate | 16.00% | 16.00% | 4.00% | |
Related party expenses | $ 13 | $ 10 | ||
Shareholder [Member] | December 2013 Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | 892 | |||
Debt instrument interest rate | 8.00% | |||
Interest expense | 0 | $ 72 | ||
Debt Conversion, Converted Instrument, Shares Issued | 1,397,068 | |||
Consultant [Member] | Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, amount forgiven | $ 304 |
RELATED PARTY BALANCES AND TR56
RELATED PARTY BALANCES AND TRANSACTIONS (Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Balances with related parties: | |||
Convertible Notes | [1] | $ 892 | |
Other accounts payable | [2] | 65 | |
Loan from related parties | [3] | 33 | 379 |
Additional paid in capital | [4] | 3,393 | 304 |
Amounts charged to: | |||
General and administrative expenses | [4] | 3,543 | 220 |
Research and Development expenses | [2] | 29 | |
Financial expense | [1],[3] | $ 13 | $ 82 |
[1] | Commencing December 2013, AIT issued the Convertible Notes for which aggregate consideration of $892 was received from related parties (see also Note 7). The Convertible Notes bore an interest rate of 8% per annum compounded annually. Upon the closing of the Merger (see also Note 1b), all of the outstanding Convertible Notes were converted into 1,397,068 shares of Common Stock. For the years ended December 31, 2017 and 2016, the Company recorded finance expenses in the amounts of $0 and $72, respectively. | ||
[2] | In previous years, the Company entered into consultancy agreements with certain stockholders. | ||
[3] | On February 10, 2014, AIT signed a loan agreement with one of its stockholders for a total amount of $22. The loan bears an interest of 4% per annum. In 2016 and 2017, AIT entered into loan agreement with existing stockholders pursuant to which AIT received the amounts of $340 and $57 (the "Stockholder Loans"), respectively, which bears an interest rate of 16% per annum and shall be fully repaid in 12 months from the date each was funded. In the event of full payment of the Stockholder Loans at any time within 90 days of the funding, a minimum interest rate of 4% of the Stockholder Loans shall be paid along with the principal. For the years ended December 31, 2017 and 2016, AIT recorded expenses regarding all aforesaid loans in the amount of $13 and $10, respectively. On January 13, 2017, upon the closing of the Merger (see also Note 1b), the holdings of certain of the above stockholders were diluted, and they are no longer considered related parties as of December 31, 2017. | ||
[4] | In November 2016, the Company's former CEO waived all of his requirements for certain debts of AIT owed to him for a total amount of $304. In addition, as described in note 11(i), the Company issued restricted shares as well as paid one time bonus to two of its directors upon the reverse merger transaction. |
FINANCIAL EXPENSE, NET (Details
FINANCIAL EXPENSE, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Financial expenses, net: | ||
Imputed interest expense in respect to Convertible Notes | $ 15 | $ 286 |
Amortization of debt issuance costs | 14 | 16 |
Amortization of BCF in respect to Convertible Notes | 1,031 | 1,034 |
Issuance of Common Stock to finder fee upon the conversion of Convertible Notes | 18 | |
Adjustment of liability warrants (see also Note 11c2) | 2,434 | |
Revaluation of warrants to purchase Common Stock | (2,978) | |
Issuance cost related to warrants to investors and placement agent | 457 | |
Other financial expenses, net | 30 | 24 |
Total financial expenses, net | $ 6,977 | $ 1,360 |
BASIC AND DILUTED NET LOSS PE58
BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net comprehensive income | $ (18,044) | $ (3,720) |
Convertible Preferred A Shares accumulated dividend | (177) | |
Net loss attributable to Ordinary shares as reported | $ (18,044) | $ (3,897) |
Shares used in computing net loss per share of Ordinary shares, basic and diluted | 6,002,052 | 1,448,363 |
Net loss per share of Ordinary share, basic and diluted | $ (3.01) | $ (2.69) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 16, 2018 | Mar. 19, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||
Common Stock , Par Value | $ 0.0001 | $ 0.0001 | |||
Subsequent Event [Member] | Tranche A Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Option issued to purchase common stock | 2,299,802 | ||||
Stock exercise price | $ 4.25 | ||||
Proceeds from stock sale | $ 9,820 | ||||
Subsequent Event [Member] | Tranche B Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock exercise price | $ 4.25 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Option issued to purchase common stock | 4,599,604 | ||||
Common Stock , Par Value | $ 0.0001 | ||||
Purchase price of stock | $ 0.01 | ||||
Subsequent Event [Member] | NitricGen License [Member] | |||||
Subsequent Event [Line Items] | |||||
Option issued to purchase common stock | 100,000 | ||||
Future payments to purchase assets under agreement | $ 2,000 | ||||
Payments made to acquire assets under agreement | $ 200 | ||||
Stock exercise price | $ 6.90 |