Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 06, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | Motus GI Holdings, Inc. | |
Entity Central Index Key | 0001686850 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38389 | |
Entity Incorporation, State or Country Code | DE | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,796,017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 15,717 | $ 18,050 |
Investments | 10,657 | 3,043 |
Accounts receivable | 5 | |
Inventory | 771 | 23 |
Prepaid expenses and other current assets | 537 | 930 |
Total current assets | 27,682 | 22,051 |
Fixed assets, net | 1,015 | 846 |
Right-of-use assets | 1,056 | |
Other non-current assets | 13 | 57 |
Total assets | 29,766 | 22,954 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,733 | 2,140 |
Operating lease liabilities - current | 320 | |
Other current liabilities | 494 | 253 |
Total current liabilities | 3,547 | 2,393 |
Contingent royalty obligation | 1,885 | 1,953 |
Operating lease liabilities - non-current | 748 | |
Other non-current liabilities | 91 | |
Total liabilities | 6,180 | 4,437 |
Shareholders' equity | ||
Preferred stock | ||
Common Stock $0.0001 par value; 50,000,000 shares authorized; 28,796,017 and 21,440,148 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 3 | 2 |
Additional paid-in capital | 102,110 | 79,893 |
Accumulated deficit | (78,527) | (61,378) |
Total shareholders' equity | 23,586 | 18,517 |
Total liabilities and shareholders' equity | 29,766 | 22,954 |
Preferred Series A stock [Member] | ||
Shareholders' equity | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 8,000,000 | 8,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 28,796,017 | 21,440,148 |
Common stock, outstanding | 28,796,017 | 21,440,148 |
Preferred Series A stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 3 | $ 8 | $ 38 | |
Cost of revenue | 62 | 65 | 56 | |
Gross loss | (59) | (57) | (18) | |
Operating expenses: | ||||
Research and development | 2,173 | 1,770 | 6,706 | 4,357 |
Sales and marketing | 1,160 | 1,215 | 3,473 | 2,945 |
General and administrative | 2,028 | 2,145 | 7,189 | 6,021 |
Total operating expenses | 5,361 | 5,130 | 17,368 | 13,323 |
Operating loss | (5,420) | (5,130) | (17,425) | (13,341) |
Warrant expense | (3,156) | |||
Gain (loss) on change in estimated fair value of contingent royalty obligation | 127 | (85) | 68 | (244) |
Finance income, net | 95 | 44 | 214 | 73 |
Foreign currency gain (loss) | 3 | 1 | (6) | (22) |
Loss before income taxes | (5,195) | (5,170) | (17,149) | (16,690) |
Income tax expense | ||||
Net loss | $ (5,195) | $ (5,170) | $ (17,149) | $ (16,690) |
Basic and diluted loss per common share (in dollars per share) | $ (0.18) | $ (0.33) | $ (0.72) | $ (1.13) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 28,716,213 | 15,680,750 | 23,896,843 | 14,782,285 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity (unaudited) - USD ($) $ in Thousands | Preferred Series A Stock [Member] | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Total |
Balance at beginning at Dec. 31, 2017 | $ 1 | $ 44,643 | $ (39,121) | $ 5,523 | |
Balance at beginning (in shares) at Dec. 31, 2017 | 1,581,128 | 10,493,233 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares upon initial public offering, net of offering costs | $ 1 | 14,953 | 14,954 | ||
Issuance of common shares upon initial public offering, net of offering costs (in shares) | 3,500,000 | ||||
Conversion of preferred shares to commons shares in connection with initial public offering | |||||
Conversion of preferred shares to commons shares in connection with initial public offering (in shares) | (1,581,128) | 1,581,128 | |||
Issuance of common shares upon exercise of overallotments | 258 | 258 | |||
Issuance of common shares upon exercise of overallotments (in shares) | 56,000 | ||||
Issuance of common shares upon cashless exercise of options (in shares) | 394 | ||||
Share based compensation | 602 | 602 | |||
Share based compensation (in shares) | 15,000 | ||||
Warrant expense | 3,156 | 3,156 | |||
Net loss | (7,323) | (7,323) | |||
Balance at end at Mar. 31, 2018 | $ 2 | 63,612 | (46,444) | 17,170 | |
Balance at end (in shares) at Mar. 31, 2018 | 15,645,755 | ||||
Balance at beginning at Dec. 31, 2017 | $ 1 | 44,643 | (39,121) | 5,523 | |
Balance at beginning (in shares) at Dec. 31, 2017 | 1,581,128 | 10,493,233 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (16,690) | ||||
Balance at end at Sep. 30, 2018 | $ 2 | 65,251 | (55,811) | 9,442 | |
Balance at end (in shares) at Sep. 30, 2018 | 15,690,151 | ||||
Balance at beginning at Mar. 31, 2018 | $ 2 | 63,612 | (46,444) | 17,170 | |
Balance at beginning (in shares) at Mar. 31, 2018 | 15,645,755 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share based compensation | 498 | 498 | |||
Net loss | (4,197) | (4,197) | |||
Balance at end at Jun. 30, 2018 | $ 2 | 64,110 | (50,641) | 13,471 | |
Balance at end (in shares) at Jun. 30, 2018 | 15,645,755 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares upon exercise of options | 48 | 48 | |||
Issuance of common shares upon exercise of options (in shares) | 14,396 | ||||
Share based compensation | 1,093 | 1,093 | |||
Share based compensation (in shares) | 30,000 | ||||
Net loss | (5,170) | (5,170) | |||
Balance at end at Sep. 30, 2018 | $ 2 | 65,251 | (55,811) | 9,442 | |
Balance at end (in shares) at Sep. 30, 2018 | 15,690,151 | ||||
Balance at beginning at Dec. 31, 2018 | $ 2 | 79,893 | (61,378) | 18,517 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 21,440,148 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares upon exercise of options | 2 | 2 | |||
Issuance of common shares upon exercise of options (in shares) | 416 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units (in shares) | 10,313 | ||||
Share based compensation | 837 | 837 | |||
Net loss | (6,273) | (6,273) | |||
Balance at end at Mar. 31, 2019 | $ 2 | 80,732 | (67,651) | 13,083 | |
Balance at end (in shares) at Mar. 31, 2019 | 21,450,877 | ||||
Balance at beginning at Dec. 31, 2018 | $ 2 | 79,893 | (61,378) | $ 18,517 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 21,440,148 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares upon cashless exercise of options (in shares) | 416 | ||||
Net loss | $ (17,149) | ||||
Balance at end at Sep. 30, 2019 | $ 3 | 102,110 | (78,527) | 23,586 | |
Balance at end (in shares) at Sep. 30, 2019 | 28,796,017 | ||||
Balance at beginning at Mar. 31, 2019 | $ 2 | 80,732 | (67,651) | 13,083 | |
Balance at beginning (in shares) at Mar. 31, 2019 | 21,450,877 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share based compensation | 690 | 690 | |||
Net loss | (5,681) | (5,681) | |||
Balance at end at Jun. 30, 2019 | $ 2 | 81,422 | (73,332) | 8,092 | |
Balance at end (in shares) at Jun. 30, 2019 | 21,450,877 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares upon initial public offering, net of offering costs | $ 1 | 18,240 | 18,241 | ||
Issuance of common shares upon initial public offering, net of offering costs (in shares) | 6,666,667 | ||||
Issuance of common shares upon exercise of overallotments | 1,789 | 1,789 | |||
Issuance of common shares upon exercise of overallotments (in shares) | 648,333 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units (in shares) | 30,140 | ||||
Share based compensation | 659 | 659 | |||
Net loss | (5,195) | (5,195) | |||
Balance at end at Sep. 30, 2019 | $ 3 | $ 102,110 | $ (78,527) | $ 23,586 | |
Balance at end (in shares) at Sep. 30, 2019 | 28,796,017 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Shareholders' Equity (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common shares upon public offering, offering costs | $ 1,759 | $ 2,546 |
Issuance of common shares upon exercise of overallotments, offering costs | $ 156 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (17,149) | $ (16,690) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 157 | 106 |
(Gain) loss on change in estimated fair value of contingent royalty obligation | (68) | 244 |
Share based compensation | 2,530 | 1,735 |
Unrealized gain on investments | (5) | |
Amortization of bond premium | 15 | |
Inventory write-down | 76 | 574 |
Fixed asset impairment | 35 | |
Non-cash operating lease expense | 185 | |
Warrant expense | 3,156 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5 | (18) |
Inventory | (732) | (614) |
Prepaid expenses and other current assets | (43) | (74) |
Accounts payable and accrued expenses | 593 | 1,141 |
Operating lease liabilities - current and non-current | (182) | |
Other current and non-current liabilities | 203 | (108) |
Net cash used in operating activities | (14,395) | (10,533) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (361) | (194) |
Proceeds from long-term deposits | 11 | |
Repayment of shareholder loan receivable | 126 | |
Purchase of held-to-maturity securities | (4,863) | |
Purchase of available-for-sale securities | (9,609) | (5,026) |
Proceeds from sale of available-for-sale securities | 2,000 | 2,000 |
Proceeds from maturity of held-to-maturity securities | 3,130 | |
Net cash used in investing activities | (7,970) | (4,816) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Gross proceeds from public offering | 20,000 | 17,500 |
Proceeds from exercise of over-allotment options | 1,945 | |
Proceeds from exercise of options | 2 | 306 |
Financing fees | (1,915) | (2,509) |
Net cash provided by financing activities | 20,032 | 15,297 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (2,333) | (52) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 18,050 | 6,939 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 15,717 | 6,887 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Reclassification of deferred financing costs from current assets to additional paid-in capital | 602 | |
Cashless exercise of options | 2 | |
Deferred financing fees included in accounts payable and accrued expenses | $ 59 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business Motus GI Holdings, Inc. (the “Company”) was incorporated in Delaware, U.S.A. in September 2016. The Company and its subsidiaries, Motus, Ltd. and Motus, Inc., are collectively referred to as “Motus GI” or the “Company”. The Company has developed the Pure-Vu System (the “Pure-Vu System”), a medical device that has received 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”). In June 2019, the 510(k) premarket notification for the second-generation of the Pure-Vu System was reviewed and cleared by the FDA. The first-generation of the Pure-Vu System has received CE Mark approval in the European Economic Area, and the Company intends to seek CE Mark approval for the second-generation of its Pure-Vu System. The Pure-Vu System is indicated to help facilitate the cleaning of a poorly prepared colon during the colonoscopy procedure. The device integrates with standard and slim colonoscopes to enable safe and rapid cleansing during the procedure while preserving established procedural workflow and techniques by irrigating the colon and evacuating the irrigation fluid (water), feces and other bodily fluids and matter. The Company began commercialization in October 2019, with the first commercial placements of its second generation Pure-Vu System as part of its initial U.S. market launch targeting early adopter hospitals. The Company does not expect to generate significant revenue from product sales until the Company expands its commercialization efforts for the Pure-Vu System, which is subject to significant uncertainty. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | Note 2 – Basis of Presentation and Going Concern The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2018 10-K filed with the SEC on March 26, 2019. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any future periods. The December 31, 2018 balance sheet information was derived from the audited financial statements as of that date. To date, the Company has generated minimal revenues, experienced negative cash flows and has incurred substantial operating losses from its activities. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources, future product sales, and through additional raises of capital. The Company has financed its operations primarily through sales of equity-related securities. At September 30, 2019, the Company had an accumulated deficit of $78,527, total current assets of $27,682 and total current liabilities of $3,547 resulting in working capital of $24,135. For the three and nine months ended September 30, 2019, the Company incurred a net loss of $5,195 and $17,149, respectively. At September 30, 2019, the Company had cash and cash equivalents, and investments of $26,374. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes revenue generation through the sale of products and raising funds from outside investors. However, there is no assurance that such sale of products will occur or that outside funding will be available to the Company, will be obtained on favorable terms or will provide the Company with sufficient capital to meet its objectives. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies A summary of the significant accounting policies applied in the preparation of the accompanying condensed consolidated financial statements follows: Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Functional currency and foreign currency translation The functional currency of the Company, inclusive of foreign subsidiaries, is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the unaudited condensed consolidated statement of comprehensive loss as foreign currency (loss) gain, as appropriate. Cash and cash equivalents The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments. Investments The Company accounts for investments held as “available-for-sale” in accordance with ASC 320, “Investments - Debt and Equity Securities”. The Company has one investment in a mutual fund and classifies this investment as a current asset and carries it at fair value. Unrealized gains and losses are recorded in finance income, net on the condensed consolidated statement of comprehensive loss. Realized gains or losses on mutual fund transactions are reported in the condensed consolidated statement of comprehensive loss. The mutual fund is maintained at one financial institution. Management evaluates whether available-for-sale securities are other-than-temporarily impaired (“OTTI”) on a quarterly basis. If management determines that a security is OTTI, the impairment recognized in earnings is measured as the entire difference between the amortized cost and the then-current fair value. During the three and nine months ended September 30, 2019 and 2018, no investment OTTI losses were realized. The Company’s investment policy is focused on the preservation of capital, liquidity and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. Revenue recognition The first generation Pure-Vu System – For the purposes of GAAP only, this type of arrangement for the first generation system is treated as a short-term operating lease, and thus is outside the scope of ASC 606 and is accounted for in accordance with ASC 842, Leases. Effective January 1, 2019, there was no material impact upon the adoption of ASC 842 related to these arrangements. While this arrangement is not an operating lease contractually, this arrangement is viewed as an operating lease for accounting purposes since in this arrangement the Company provides the customer the rights to use the Workstation and Disposables, which are interdependent, and the customer controls physical access to the Workstation while controlling the utility and output during the term of the arrangement. During the three and nine months ended September 30, 2019, the Company recognized revenue of $3 and $8, respectively, and, during the three and nine months ended September 30, 2018, the Company recognized revenue of $0 and $38, respectively, from the sale of first generation Disposables which equates to the usage period of the Disposables over the term of the agreement. Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates for the allowance for doubtful accounts based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers’ ability to pay. As of September 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $0. Inventory Inventory is stated at lower of cost or net realizable value using the weighted average cost method and is evaluated at least annually for impairment. Write-downs for potentially obsolete or excess inventory are made based on management’s analysis of inventory levels, historical obsolescence and future sales forecasts. For the three and nine months ended September 30, 2019, an inventory write-down charge of $57 and $76, respectively, was recorded; and, for both the three and nine months ended September 30, 2018, an inventory write-down charge of $574 was recorded. Inventory at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Raw materials $ 238 $ - Work-in-process 160 - Finished goods 373 23 Ending inventory $ 771 $ 23 Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. On January 1, 2019, the Company adopted the new lease standard using the optional transition method under which comparative financial information will not be restated and continue to apply the provisions of the previous lease standard in its annual disclosures for the comparative periods. In addition, the new lease standard provides a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The new lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities). On January 1, 2019, the Company recognized ROU assets of $1,065 and lease liabilities of $1,074 and no adjustment was made to the Company’s accumulated deficit. The adoption of the new lease standard did not impact the Company’s condensed consolidated statement of comprehensive loss or its condensed consolidated statement of cash flows. The Company determines if an arrangement is a lease at inception. For the Company’s operating leases, the ROU asset represents the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since all of the lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. Fixed assets, net Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method, at annual rates reflecting the estimated useful lives of the related assets, as follows: Office equipment 5-15 years Computers and software 3-5 years Machinery 5-10 years Lab and medical equipment 3-7 years Leasehold improvements Shorter of lease term or useful life Fixed assets, summarized by major category, consist of the following for the years ended: September 30, December 31, Office equipment $ 148 $ 144 Computers and software 320 284 Machinery 460 329 Lab and medical equipment 471 391 Leasehold improvements 180 105 Total 1,579 1,253 Less: accumulated depreciation and amortization (564 ) (407 ) Fixed assets, net $ 1,015 $ 846 Depreciation and amortization expense for the three and nine months ended September 30, 2019 is $58 and $157, respectively. Depreciation and amortization expense for the three and nine months ended September 30, 2018 is $44 and $106, respectively. For the three and nine months ended September 30, 2019, a fixed asset impairment charge of $35 was recorded as general and administrative expense to write down lab and medical equipment related to the first-generation Pure-Vu System. Stock Based Compensation 2016 Equity Incentive Plan In December 2016, the Company adopted the Motus GI Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the 2016 Plan, the Company’s board of directors may grant options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards to employees, officers, directors, consultants and advisors. Pursuant to the terms of an annual evergreen provision in the 2016 Plan, the number of shares of common stock available for issuance under the 2016 Plan shall increase annually by six percent (6%) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; provided, however, that the board of directors may act prior to the first day of any calendar year to provide that there shall be no increase such calendar year, or that the increase shall be a lesser number of shares of our common stock than would otherwise occur. On January 1, 2019, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,286,409 shares. Under the 2016 Plan, the maximum number of shares of the Company’s common stock authorized for issuance is 3,927,659. As of September 30, 2019, there were 92,202 shares of common stock available for future grant under the 2016 Plan. Adoption of Accounting Standards Update 2018-07 The Company has adopted Accounting Standards Update 2018-07 (“ASU 2018-07”), “Improvement to Nonemployee Share-based Payment Accounting”, which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The new guidance will be applied prospectively to all new awards granted after the date of adoption. In addition, the new guidance will be applied to all existing equity-classified awards for which a measurement date has not been established under ASC 505-50 by the adoption date by remeasuring at fair value as of the adoption date, and recording a cumulative effect adjustment to opening accumulated deficit on January 1, 2019. For the Company’s equity-classified awards for which a measurement date has not been established under ASC 505-50, the fair value on January 1, 2019, the adoption date, approximated the value assigned on December 31, 2018, therefore no cumulative adjustment to opening accumulated deficit was required. Under the revised guidance, the accounting for awards issued to non-employees will be similar to the model for employee awards, except that ASU 2018-07: ● allows the Company to elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and ● the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash. Employee and Non-Employee Stock Based Compensation The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s condensed consolidated statement of comprehensive loss. The Company recognizes share-based award forfeitures as they occur. The Company estimates the fair value of granted option equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. Restricted Stock Units The Company issues restricted stock units under its 2016 Equity Incentive Plan. The fair value of the restricted stock units is based on the closing stock price on the date of grant and is expensed as operating expense over the period during which the units vest. Each restricted stock unit entitles the grantee to one share of common stock to be received upon vesting up to four years after the grant date. Recipients of restricted stock units have no voting rights until the vesting of the award. Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. Research and development expenses, net Research and development expenses are charged to the unaudited condensed consolidated statement of comprehensive loss as incurred. Patent costs Costs incurred in connection with acquiring patent rights and the protection of proprietary technologies are expensed as incurred. Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Motus Ltd. are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by Motus Ltd. on their behalf with insurance companies. Payments in accordance with Article 14 release Motus Ltd. from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2019 and December 31, 2018, the Company had a full valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2019 and 2018, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2019 and 2018, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. Fair value of financial instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the nine months ended September 30, 2019 and during the year ended December 31, 2018. The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy, as of September 30, 2019 and December 31, 2018: September 30, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 10,657 $ - $ - $ 10,657 Liabilities Contingent royalty obligation $ - $ - $ 1,885 $ 1,885 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 3,043 $ - $ - $ 3,043 Liabilities Contingent royalty obligation $ - $ - $ 1,953 $ 1,953 Financial instruments with carrying values approximating fair value include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, and certain other current liabilities, due to their short-term nature. Contingent Royalty Obligation In estimating the fair value of the Company’s contingent royalty obligation (see Note 6), the Company used the discounted cash flow method as of September 30, 2019 and December 31, 2018. Based on the fair value hierarchy, the Company classified contingent royalty obligation within Level 3 because valuation inputs are based on projected revenues discounted to a present value. The following table sets forth a summary of changes in the estimated fair value of the Company’s Level 3 contingent royalty obligation for the nine months ended September 30, 2019: Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2018 $ 1,953 Change in estimated fair value of contingent royalty obligation (68 ) Balance at September 30, 2019 $ 1,885 The contingent royalty obligation is re-measured at each balance sheet date using the following assumptions: 1) discount rate of 21% and 20% as of September 30, 2019 and December 31, 2018, respectively, and 2) rate of royalty payment of 3% as of both September 30, 2019 and December 31, 2018. For the nine months ended September 30, 2019, the Company’s estimated discount rate increased from 20% to 21% due to changes in market conditions. In accordance with ASC-820-10-50-2(g), the Company performed a sensitivity analysis of the liability, which was classified as a Level 3 financial instrument. The Company recalculated the fair value of the liability by applying a +/- 2% change to the input variable in the discounted cash flow model; the discount rate. A 2% decrease in the discount rate would increase the liability by approximately $175 and a 2% increase in the discount rate would decrease the liability by approximately $157. Recently issued accounting standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. Management has not yet completed its assessment of the impact of the new standards on the Company’s financial statements. The Company is currently evaluating the effect the adoption of these ASUs will have on its condensed consolidated financial statements. These ASUs are effective for the Company in the first quarter of 2020. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. ASU 2018-13 removes, modifies, and adds certain disclosure requirements, and is effective for the Company in the first quarter of 2020. The Company is evaluating the impact this standard will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service”. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license), by requiring a customer in a cloud computing arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU 2018-15 will be effective on January 1, 2020. The Company is currently evaluating the impact of this new standard. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments | Note 4 – Investments Investments as of September 30, 2019 and December 31, 2018 consist of available-for-sale securities which are carried at fair value. Interest and dividends on investments are included in finance income, net. The following table summarizes, by major security type, the Company’s investments as of September 30, 2019 and December 31, 2018: September 30, 2019 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 10,652 $ 10,657 Total $ 10,652 $ 10,657 December 31, 2018 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 3,043 $ 3,043 Total $ 3,043 $ 3,043 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 5 – Leases The Company leases an office in Fort Lauderdale, Florida under an operating lease. The term expires November 2024. The annual base rent is subject to annual increases of 2.75%. The Company leases an office in Israel under an operating lease that expires on December 31, 2019. On July 4, 2019, the Company exercised its option to extend the lease expiration to December 31, 2022. The right-of-use asset and lease liability were adjusted to include the renewal period in the amount of $176. The base rent is subject to a 4% increase beginning on January 1, 2020. The Company leases vehicles under operating leases that expire at various dates through 2022. Many of these leases provide for payment by the Company, as the lessee, of taxes, insurance premiums, costs of maintenance and other costs which are expenses as incurred. Certain operating leases include escalation clauses and some of which may include options to extend the leases for up to 3 years. Operating cash flow supplemental information for the nine months ended September 30, 2019: An initial right-of-use asset of $1,065 was recognized as a non-cash asset and operating lease liabilities of $1,074 was recognized as a non-cash liability addition with the adoption of the new lease standard. An initial right-of-use asset and liability in the amount of $176 was recognized as a non-cash asset and operating lease liability upon the exercise of its option to extend the Israel lease. Cash paid for amounts included in the present value of operating lease liabilities was $261 during the nine months ended September 30, 2019. Other Information: Weighted average remaining lease term – operating leases, in years 4.31 Weighted average discount rate – operating leases 7.69 % Future minimum lease payments under non-cancellable operating leases as of September 30, 2019 were as follows: Twelve Months Ended December 31, Amount 2019 (remaining three months) $ 86 2020 319 2021 266 2022 253 2023 184 Thereafter 141 Total future minimum lease payments 1,249 Imputed interest (181 ) Total liability $ 1,068 The Company’s lease expense was $127 and $356 for the three and nine months ended September 30, 2019, respectively, included in general and administrative expenses. The Company’s lease expense was $122 and $368 for the three and nine months ended September 30, 2018, respectively, included in general and administrative expenses. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Royalty on Coated Products On January 30, 2018, the Company entered into a license and supply agreement with a third party whereby it was granted a worldwide license to sell its products coated with an agent that is the intellectual property of the third party for providing a lubricious surface to the Company’s products (a “Coated Product” or “Coated Products”). The third party is entitled to a royalty in the amount of: a. 2% of the first $25 million in annual net sales of Coated Products; and b. 1.5% once annual net sales exceed $25 million of Coated Products. The above two tiers reset annually on January 1 st Minimum royalties shall be paid for each Coated Product sold by the Company as follows: a. January 1, 2020 to December 31, 2020 - $5 per calendar quarter; b. January 1, 2021 to December 31, 2021 - $10 per calendar quarter; c. January 1, 2022 and beyond - $15 per calendar quarter. Additionally, the Company shall make one-time milestone payments as follows: a. $12.5 due 6 months after the first commercial sale of a Coated Product. b. $12.5 due 12 months after the first commercial sale of a Coated Product. c. $25 due 18 months after the first commercial sale of a Coated Product. The Company provided the third party a notice of termination of the license and supply agreement, which is effective ninety days from September 30, 2019. The Company shipped its first commercial Coated Product in the second quarter of 2019. For the three and nine months ended September 30, 2019, the Company has recorded a de minimus amount in relation to the royalty on coated products as cost of revenue. For the three and nine months ended September 30, 2019, the Company recorded $37 as a reduction to general and administrative expense for the reversal of the estimated accrual for additional one-time milestone payments. As of September 30, 2019, the Company has recorded $13 as other current liabilities to accrue the one-time milestone payment. For the three and nine months ended September 30, 2018, the Company has recorded $0 and $50, respectively, as general and administrative expense to accrue the one-time milestone payments in anticipation of the first commercial sale of a coated product. As of December 31, 2018, the Company has recorded $25 as other current liabilities and $25 as other non-current liabilities to accrue the one-time milestone payments. Royalties to the IIA The Company has received grants from the Government of the State of Israel through the Israeli National Authority for Technical Innovation (the “IIA”) for the financing of a portion of its research and development expenditures. The total amount that was received and recorded between the periods ending December 31, 2011 through 2016 was $1,332. The total amount received during the three and nine months ended September 30, 2019 and 2018 was $0. The Company has a contingent obligation to the IIA for the total amount received along with the accumulated LIBOR interest to date in the amount of approximately $1,394 and $1,383 as of September 30, 2019 and December 31, 2018, respectively. This obligation is repaid in the form of royalties on revenues generated in any fashion with a rate that is currently at 4% (which may be increased under certain circumstances). The Company may be obligated to pay up to 100% (which may be increased under certain circumstances) of the U.S. dollar-linked value of the grants received, plus interest at the rate of 12-month LIBOR. Repayment of the grants is contingent upon the successful completion of the Company’s R&D programs and generating sales. The Company has no obligation to repay these grants if the R&D program fails, is unsuccessful, or aborted, or if no sales are generated. The Company has recorded an immaterial expense and liability during the three and nine months ended September 30, 2019 and 2018 as sales occur. Royalty Payment Rights on Royalty Payment Rights Certificates The Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”), establishing the rights and preferences of the holders of the Series A Convertible Preferred Stock, including certain directors and officers of the Company (the “Royalty Payment Rights”). As set forth in the Certificate of Designation, the Royalty Payment Rights initially entitled the holders in aggregate, to a royalty in an amount of: ● 3% of net sales subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the Company’s 2017 private placement (the “2017 Private Placement”); and ● 5% of licensing proceeds subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the 2017 Private Placement. In addition, in connection with completion of the 2017 Private Placement, the Company issued the placement agent royalty payment rights certificates (the “Placement Agent Royalty Payment Rights Certificates”) which grants the placement agent, and its designees, the right to receive, in the aggregate, 10% of the amount of payments paid to the holders of the Series A Convertible Preferred Stock, or the holders of the Royalty Payment Rights Certificates (the “Royalty Payment Rights Certificates”), upon the conversion of the Series A Convertible Preferred Stock into shares of the Company’s common stock. The Placement Agent Royalty Payment Rights Certificates are on substantially similar terms as the Royalty Payment Rights of the Series A Convertible Preferred Stock. The Royalty Payment Rights Certificate obligation and Placement Agent Royalty Payment Rights Certificate obligation (the “Contingent Royalty Obligation”) was recorded as a liability at fair value as “Contingent royalty obligation” in the consolidated balance sheets at September 30, 2019 and December 31, 2018 (see Contingent Royalty Obligation below). The fair value at inception was allocated to the royalty rights and the residual value was allocated to the preferred shares and recorded as equity. The Company amended its Certificate of Designation to modify the Royalty Payment Rights when the Company consummated its Initial Public Offering (“IPO”) on February 16, 2018, at which time the Company converted the Series A Convertible Preferred Stock into shares of the Company’s common stock and issued the Royalty Payment Rights Certificates. Pursuant to the terms of the Royalty Payment Rights Certificates, if and when the Company generates sales of the current and potential future versions of the Pure-Vu System, including disposables, parts, and services, or if the Company receives any proceeds from the licensing of the current and potential future versions of the Pure-Vu System, then the Company will pay to the holders of the Royalty Payment Rights Certificates a royalty (the “Royalty Amount”) equal to, in the aggregate, in royalty payments in any calendar year for all products: ● 3% of Net Sales* for commercialized product directly; and ● 5% of any Licensing Proceeds** for rights to commercialize the product if sublicensed by the Company to a third-party. * Notwithstanding the foregoing, with respect to Net Sales based Royalty Amounts, (a) no Net Sales based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Net Sales equal to $20,000 (the “Initial Net Sales Milestone”), and royalties shall only be computed on, and due with respect to, Net Sales generated in excess of the Initial Net Sales Milestone, and (b) the total Net Sales based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. “Net Sales” is defined in the Royalty Payment Rights Certificates. The Company has not reached the Initial Net Sales Milestone as of September 30, 2019. ** Notwithstanding the foregoing, with respect to Licensing Proceeds based Royalty Amounts, (a) no Licensing Proceeds based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Licensing Proceeds equal to $3,500 (the “Initial Licensing Proceeds Milestone”), and royalties shall only be computed on, and due with respect to, Licensing Proceeds in excess of the Initial Licensing Proceeds Milestone and (b) the total Licensing Proceeds based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. “Licensing” Proceeds is defined in the Royalty Payment Rights Certificate. The Company has not reached the Initial Licensing Proceeds Milestone as of September 30, 2019. The Royalty Amount will be payable up to the later of (i) the latest expiration date of the Company’s patents issued as of December 22, 2016, or (ii) the latest expiration date of any pending patents as of December 22, 2016 that have since been issued or may be issued in the future (which is currently April 2035). Following the expiration of all such patents, the holders of the Royalty Payment Rights Certificates and the holders of the Placement Agent Royalty Payment Rights Certificates will no longer be entitled to any further royalties for any period following the latest to occur of such patent expiration. On February 16, 2018, the date of the closing of the IPO, (1) the amendment to the Certificate of Designation became effective, (2) all outstanding shares of Series A Convertible Preferred Stock were converted into shares of the Company’s common stock pursuant to a mandatory conversion, and (3) the Royalty Payment Rights Certificates were issued to the former holders of the Series A Convertible Preferred Stock. Contingent Royalty Obligation The Contingent Royalty Obligation was recorded as a non-current liability at fair value in the consolidated balance sheets at September 30, 2019 and December 31, 2018 in the amount of $1,885 and $1,953, respectively. For the three and nine months ended September 30, 2019, the Company recorded a gain on change in fair value of Contingent Royalty Obligation in the amount of $127 and $68, respectively. For the three and nine months ended September 30, 2018, the Company recorded a loss on change in fair value of Contingent Royalty Obligation in the amount of $85 and $244, respectively. Manufacturing Component Purchase Obligations The Company utilizes two outsourcing partners to manufacture its Workstation and Disposable, and to perform final assembly and testing of finished products. These outsourcing partners acquire components and build product based on demand information supplied by the Company. As of September 30, 2019, the Company expects to pay $55 under manufacturing-related supplier arrangements within the next year, substantially all of which is noncancelable. Other Commitments The Company has a severance contingency for severance payments to its CEO, COO, and CFO in the aggregate of approximately $1,319, in the event that they are terminated without cause or leave due to good reason, as outlined in their employee agreements. Management estimates that the likelihood of payment is remote; therefore, no liability was reflected in these condensed consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions Shareholder Loan The Company entered into a shareholder loan on May 15, 2017 for a principal balance of $122 at a stated interest rate of 3.4%. For the three and nine months ended September 30, 2018, the Company recorded $3 and $4, respectively, as finance income related to the shareholder loan. The loan principal and accrued interest was repaid in full as of December 31, 2018. Sales and Marketing Services Arrangement with FreeHold Surgical, Inc. Beginning in the fourth quarter of 2017, the Company began to make payments to FreeHold Surgical, Inc (“FreeHold”), an entity in which one of our Directors serves as a Director and President, for services rendered beginning August 2017. On October 31, 2018, the Company gave thirty-day notice to FreeHold for termination of its services agreement effective November 30, 2018. As of December 31, 2018, the Company had $0 recorded as accounts payable to FreeHold. For the three and nine months ended September 30, 2018, the Company recorded $25 and $100, respectively, as general and administrative expense related to this arrangement. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 8 – Shareholders’ Equity Issuance of Common Stock On March 5, 2019, the Company issued 10,313 shares of its common stock related to the vested portion of the restricted stock unit award granted on October 1, 2018 to the Chief Executive Officer (the “CEO”) for 165,000 shares of common stock. On July 1, 2019 the Company closed an underwritten public offering in which it sold 6,666,667 shares of the Company’s common stock at a public offering price of $3.00 per share. In connection with the closing of the offering, the Company received net proceeds of $18,241 after deducting underwriting discounts and commissions of $1,500 and other offering expenses of $259. In addition, the Company granted the representative of the several underwriters in the offering (the “Representative”) a 30-day option (the “Over-Allotment Option”) to purchase up to an aggregate 1,000,000 additional shares of the Company’s common stock at an exercise price of $3.00 per share. On July 10, 2019, the Company closed the sale of an additional 648,333 shares of its common stock at a price of $3.00 per share, pursuant to the partial exercise of the Over-Allotment Option. In connection with the closing of the partial exercise of the Over-Allotment Option, the Company received additional net proceeds of $1,789 after deducting underwriting discounts and commissions of $156. On August 20, 2019, the Company issued 30,140 shares of its common stock to the CEO and executives related to the vested portion of the restricted stock unit awards granted on October 1, 2018 to the CEO for 165,000 shares of common stock and on February 13, 2019 to executives for 76,112 shares of common stock. Issuance of Warrants to Purchase Common Stock On June 6, 2018, the Company entered into a consultant agreement with a service provider which shall continue until the agreement is terminated by the Company or service provider by providing at least five business days’ prior written notice. Pursuant to the agreement, the Company (a) issued a warrant on June 6, 2018 to purchase 10,000 shares of the Company’s common stock, with an exercise price of $5.25 per share, at which time a measurement date was reached (b) issued a warrant on October 6, 2018 to purchase 10,000 shares of the Company’s common stock, with an exercise price of $6.25 per share at which time a measurement date was reached, and (c) issued a warrant on February 6, 2019 to purchase 10,000 shares of the Company’s common stock, with an exercise price of $7.25 per share (collectively, such warrants referred to as the “Consultant Warrants”). The Consultant Warrants each have a five-year term, vest immediately, and provide for cashless exercise. Warrants totaling 30,000 in relation to this agreement were valued using the Black-Scholes option pricing model under the following assumptions, (i) expected life of 5 years, (ii) volatility of 67.25%, 67.28%, and 69.23% (iii) risk-free rate of 2.51%, 2.81%, and 3.07%, and (iv) dividend rate of zero. The fair value of the 30,000 warrants was initially estimated to be $95 at the inception of the agreement. On January 1, 2019, upon adoption of ASU 2018-07, the fair value was re-measured which approximated the fair value as of December 31, 2018 of $76 which is expensed using the straight-line method over eight months. The Company recorded $0 and $10 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss in relation to the 30,000 warrants for the three and nine months ended September 30, 2019, respectively. The Company recorded $38 and $45 as general and administrative expense in the accompanying condensed consolidated statements of comprehensive loss in relation to the consulting agreement for the three and nine months ended September 30, 2018, respectively. On July 2, 2018, the Company entered into a consultant agreement with a service provider which continued until February 28, 2019. Pursuant to the agreement, the Company (i) issued a fully-vested and nonforfeitable warrant on July 2, 2018 (at which point a measurement date was reached) to purchase 25,000 shares of the Company’s common stock, with an exercise price of $7.39 per share, and expired 12 months from the date of agreement, (ii) issued a fully-vested and nonforfeitable warrant on July 2, 2018 (at which point a measurement date was reached) to purchase 25,000 shares of the Company’s common stock, with an exercise price of $7.39 per share, and expires 18 months from the date of the agreement, (iii) issued a fully-vested and nonforfeitable warrant on October 2, 2018 (at which point a measurement date was reached) to purchase 25,000 shares of the Company’s common stock with an exercise price of $8.75 per share, and expires 18 months from the date of the agreement and (iv) issued a fully-vested and nonforfeitable warrant on January 2, 2019 to purchase 25,000 shares of common stock of the Company with an exercise price of $10.00 per share, and expires 24 months from the date of the agreement. The warrants issued under this agreement are callable by the Company and it will have the right to require the consultant to exercise all or any warrants still unexercised for a cash exercise or the Company may re-purchase the warrant at a price of $0.01 per warrant share if the Company’s stock trades above a closing floor price ranging from $9.00 to $13.00 per share for ten (10) consecutive trading days. In accordance with FASB ASC 480, the call feature is a conditional obligation upon an event not certain to occur that becomes mandatorily redeemable if that event occurs, the condition is resolved, or that event becomes certain to occur. Because the conditional event is within control of the Company, the call feature is not recognized for accounting purposes until the Company exercises its rights under agreement. Warrants totaling 100,000 in relation to this agreement were valued using the Black-Scholes option pricing model under the following assumptions, (i) expected life of 1-2 years, (ii) volatility of 62.04% - 65.84%, (iii) risk-free rate of 2.34% - 2.66%, and (iv) dividend rate of zero. The aggregate fair value of the 100,000 warrants was initially estimated to be $146 and was re-measured on January 1, 2019, upon the adoption of ASU 2018-07, which approximated the fair value as of December 31, 2018 of $126 which was expensed using the straight-line method over eight months. The Company recorded $0 and $31 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2019, respectively. The Company recorded $55 as general and administrative expense in the accompanying condensed consolidated statements of comprehensive loss for both the three and nine months ended September 30, 2018. As of September 30, 2019 and December 31, 2018, the Company has recorded a prepaid expense in the amount of $0 and $27, respectively, related to the fully vested nonforfeitable shares of common stock and warrants issued for which services have not been rendered. On July 3, 2018, the Company entered into an amendment to a consulting agreement dated May 27, 2017 as a continuation of investor relation and consulting services to extend the termination of the agreement to July 2019 and issued 30,000 shares of common stock which vested immediately and a warrant to purchase 90,000 shares of common stock which vested immediately. The warrants are exercisable at $8.50 per share and expire five years from the date of issuance. The 90,000 warrants were valued using the Black-Scholes option pricing model under the following assumptions, (i) expected life of 5 years, (ii) volatility of 68.31%, (iii) risk-free rate of 2.72%, and (iv) dividend rate of zero. The fair value of the 90,000 warrants and 30,000 shares of common stock was estimated to be $594 which will be expensed using the straight-line method over thirteen months, the expected term of the agreement. The Company recorded $41 and $317 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2019, respectively. The Company recorded $136 as general and administrative expense in the accompanying condensed consolidated statements of comprehensive loss for both the three and nine months ended September 30, 2018. As of September 30, 2019 and December 31, 2018, the Company has recorded a prepaid expense in the amount of $0 and $317, respectively, related to the fully vested nonforfeitable shares of common stock and warrants issued for which services have not been rendered. On January 1, 2019, the Company entered into an amended and restated consultant agreement to restate and replace the existing consultant agreement dated October 1, 2018 with a service provider which shall continue until September 30, 2019, unless and until sooner terminated by the Company or service provider by providing at least thirty days prior written notice. Pursuant to the agreement, the Company issued a fully-vested and nonforfeitable warrant on February 13, 2019 to purchase 50,000 shares of the Company’s common stock, with an exercise price of $5.00 per share, and expires March 20, 2022. The warrants were valued using the Black-Scholes option pricing model under the following assumptions, (i) expected life of 3 years, (ii) volatility of 67.43%, (iii) risk-free rate of 2.52%, and (iv) dividend rate of zero. The aggregate fair value of the 50,000 warrants was estimated to be $90 which will be expensed using the straight-line method over nine months. The Company recorded $30 and $90 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2019, respectively. On February 13, 2019, the Company issued to an existing service provider for past services rendered a fully-vested and nonforfeitable warrant to purchase 30,000 shares of the Company’s common stock, with an exercise price of $5.00 per share, and expires March 20, 2022. The warrants were valued using the Black-Scholes option pricing model under the following assumptions, (i) expected life of 3 years, (ii) volatility of 67.43%, (iii) risk-free rate of 2.52%, and (iv) dividend rate of zero. The aggregate fair value of the 30,000 warrants was estimated to be $55. The Company recorded $0 and $55 as general and administrative expense in the accompanying condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2019. On August 1, 2019, the Company entered into a consulting agreement which shall continue until the agreement is terminated by the Company or service provider by providing at least ten business days’ prior written notice. On September 16, 2019, the Company issued a notice of termination to the service provider to terminate the consulting agreement on November 30, 2019. Pursuant to the agreement, the Company issued two warrants on August 8, 2019 to purchase an aggregate of 20,000 shares the Company’s common stock, with an exercise price of $2.66 per share (the “August 2019 Consultant Warrants”), which vest for four equal tranches beginning November 1, 2019 through August 1, 2020. On November 13, 2019, the Company’s board of directors accelerated the vesting of the August 2019 Consultant Warrants which will vest in their entirety on November 30, 2019. The August 2019 Consultant Warrants have a three-year term and provide for a cashless exercise. The August 2019 Consultant Warrants were valued using the Black-Scholes option pricing model under the following assumptions, (i) expected life of 3 years, (ii) volatility of 69.36%, (iii) risk-free rate of 1.71%, and (iv) dividend rate of zero. The aggregate fair value of the August 2019 Consultant Warrants was estimated to be $18 which will be expensed using the straight-line method from August 8, 2019 through November 30, 2019. The Company recorded $8 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for both the three and nine months ended September 30, 2019. Consultant Award On July 3, 2018, the Company engaged an executive search firm (the “Firm”) to conduct a confidential search for a Chief Executive Officer (the “CEO”) for the Company. The terms of the engagement were that upon a successful search, the Company would compensate the Firm one-third of the total first-year actual cash compensation for the position. The Company agreed to (a) make payments based on the CEO’s base salary of $475, and (b) make a true-up payment (the “True-up Payment”) at the end of the CEO’s first year of employment based on the actual cash compensation earned within the CEO’s first year of employment, exclusive of any Employment Buy-Out Payments. The recruiter was successful in recruiting a new CEO for the Company. An employment agreement was finalized and entered into during the third quarter of 2018 and effective October 1, 2018. The Company deemed the Firm’s services were rendered in the third quarter of 2018 as an employment agreement was finalized in September 2018. The CEO’s annual base salary is $475 and is entitled to bonus and Employment Buy-Out Payments. Firm Compensation The Company entered into an agreement on August 30, 2019 with the Firm which superseded the True-up Payment. The Company agreed the final amount due to the Firm is to be paid as follows: (a) a cash payment of $57 which was paid on October 4, 2019, and (b) a fully-vested and nonforfeitable warrant to purchase 6,333 shares of the Company’s common stock, with an exercise price of $3.00 per share (the “November 2019 Consultant Warrant”).The November 2019 Consultant Warrant, which has a three-year term, was not issued until November 13, 2019 Consultant Liability As of September 30, 2019 and December 31, 2018, the Company has accrued $62 and $93, respectively, in accounts payable and accrued expenses for the True-up Payment. Warrants A summary of the Company’s warrants to purchase common stock activity is as follows: Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2018 2,629,468 $ 5.24 3.58 $ - Granted 135,000 5.75 Expired (25,000 ) 7.39 Outstanding at September 30, 2019 2,739,468 $ 5.25 2.83 $ - As of September 30, 2019, 2,719,468 warrants were exercisable Stock Options Exercise of Options On January 31, 2019, the Company issued 416 shares of its common stock upon the exercise of 416 employee options at an exercise price of $3.78 per share. In connection with the exercise, the Company received $2 in proceeds. A summary of the Company’s stock option activity is as follows: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 2,520,101 $ 4.32 8.72 $ - Granted 1,242,144 4.02 Exercised (416 ) 3.78 * Forfeited/cancelled (189,632 ) 4.38 Outstanding at September 30, 2019 3,572,197 $ 4.22 8.50 $ - * represents amount less than $1,000 The options granted during the nine months ended September 30, 2019 and 2018 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: For the nine months ended 2019 2018 Expected term, in years 5.8 5.7 Expected volatility 78.02 % 68.12 % Risk-free interest rate 2.34 2.76 % Dividend yield - - Grant date fair value $ 2.64 $ 3.07 At September 30, 2019, unamortized share based compensation for stock options was $4,163, with a weighted-average recognition period of 1.17 years. At September 30, 2019, outstanding options to purchase 1,742,201 shares of common stock were exercisable with a weighted-average exercise price per share of $4.37. For the three and nine months ended September 30, 2019, the Company recorded $578 and $1,811, respectively, for share based compensation expense related to stock options. For the three and nine months ended September 30, 2018, the Company recorded $415 and $1,155, respectively, for share based compensation expense related to stock options. Restricted Stock Units On February 13, 2019, the Company granted 76,112 restricted stock unit awards to executives which vest over a four-year period on a quarterly basis. The aggregate fair value of the restricted stock unit awards granted was estimated to be $329 which is expensed using the straight-line method over a four-year period. The Company recorded $73 and $208 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2019, respectively, in relation to the aggregate 241,112 restricted stock units issued to date to the CEO and executives. A summary of the Company’s restricted stock unit awards activity is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2018 165,000 $ 810 Granted 76,112 329 Vested (40,453 ) (193 ) Nonvested at September 30, 2019 200,659 $ 946 At September 30, 2019, unamortized stock compensation for restricted stock units was $882, with a weighted-average recognition period of 1.68 years. Stock Based Compensation The following table sets forth total non-cash stock-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit award by operating statement classification for the three and nine months ended September 30, 2019 and 2018: Three Months ended September 30, Nine Months ended September 30, 2019 2018 2019 2018 Research and development $ 182 $ 32 $ 467 $ 135 Sales and marketing 93 58 221 97 General and administrative 455 572 1,842 1,503 Total (1)(2) $ 730 $ 662 $ 2,530 $ 1,735 (1) As of September 30, 2019 and December 31, 2018, the Company recorded a prepaid expense in the amount of $0 and $344, respectively, for the value of vested warrants for future services to be rendered. (2) As of September 30, 2019 and December 31, 2018, the Company recorded a warrant liability in the amount of $5 and $22, respectively, for the value of warrants to be issued for services provided. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company has analyzed its operations subsequent to September 30, 2019 and noted the following subsequent events: On November 13, 2019 the Company’s Board of Directors approved the issuance of the November 2019 Consultant Warrant to the Firm, which vests immediately to purchase 6,333 shares of the Company’s common stock at an exercise price of $3.00 per share which have a three-year term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Functional currency and foreign currency translation | Functional currency and foreign currency translation The functional currency of the Company, inclusive of foreign subsidiaries, is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the unaudited condensed consolidated statement of comprehensive loss as foreign currency (loss) gain, as appropriate. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments. |
Investments | Investments The Company accounts for investments held as “available-for-sale” in accordance with ASC 320, “Investments - Debt and Equity Securities”. The Company has one investment in a mutual fund and classifies this investment as a current asset and carries it at fair value. Unrealized gains and losses are recorded in finance income, net on the condensed consolidated statement of comprehensive loss. Realized gains or losses on mutual fund transactions are reported in the condensed consolidated statement of comprehensive loss. The mutual fund is maintained at one financial institution. Management evaluates whether available-for-sale securities are other-than-temporarily impaired (“OTTI”) on a quarterly basis. If management determines that a security is OTTI, the impairment recognized in earnings is measured as the entire difference between the amortized cost and the then-current fair value. During the three and nine months ended September 30, 2019 and 2018, no investment OTTI losses were realized. The Company’s investment policy is focused on the preservation of capital, liquidity and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. |
Revenue recognition | Revenue recognition The first generation Pure-Vu System – For the purposes of GAAP only, this type of arrangement for the first generation system is treated as a short-term operating lease, and thus is outside the scope of ASC 606 and is accounted for in accordance with ASC 842, Leases. Effective January 1, 2019, there was no material impact upon the adoption of ASC 842 related to these arrangements. While this arrangement is not an operating lease contractually, this arrangement is viewed as an operating lease for accounting purposes since in this arrangement the Company provides the customer the rights to use the Workstation and Disposables, which are interdependent, and the customer controls physical access to the Workstation while controlling the utility and output during the term of the arrangement. During the three and nine months ended September 30, 2019, the Company recognized revenue of $3 and $8, respectively, and, during the three and nine months ended September 30, 2018, the Company recognized revenue of $0 and $38, respectively, from the sale of first generation Disposables which equates to the usage period of the Disposables over the term of the agreement. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company makes estimates for the allowance for doubtful accounts based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers’ ability to pay. As of September 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $0. |
Inventory | Inventory Inventory is stated at lower of cost or net realizable value using the weighted average cost method and is evaluated at least annually for impairment. Write-downs for potentially obsolete or excess inventory are made based on management’s analysis of inventory levels, historical obsolescence and future sales forecasts. For the three and nine months ended September 30, 2019, an inventory write-down charge of $57 and $76, respectively, was recorded; and, for the three and nine months ended September 30, 2018, an inventory write-down charge of $574 was recorded. Inventory at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Raw materials $ 238 $ - Work-in-process 160 - Finished goods 373 23 Ending inventory $ 771 $ 23 |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. On January 1, 2019, the Company adopted the new lease standard using the optional transition method under which comparative financial information will not be restated and continue to apply the provisions of the previous lease standard in its annual disclosures for the comparative periods. In addition, the new lease standard provides a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The new lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (facilities). On January 1, 2019, the Company recognized ROU assets of $1,065 and lease liabilities of $1,074 and no adjustment was made to the Company’s accumulated deficit. The adoption of the new lease standard did not impact the Company’s condensed consolidated statement of comprehensive loss or its condensed consolidated statement of cash flows. The Company determines if an arrangement is a lease at inception. For the Company’s operating leases, the ROU asset represents the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since all of the lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. |
Fixed assets, net | Fixed assets, net Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method, at annual rates reflecting the estimated useful lives of the related assets, as follows: Office equipment 5-15 years Computers and software 3-5 years Machinery 5-10 years Lab and medical equipment 3-7 years Leasehold improvements Shorter of lease term or useful life Fixed assets, summarized by major category, consist of the following for the years ended: September 30, December 31, Office equipment $ 148 $ 144 Computers and software 320 284 Machinery 460 329 Lab and medical equipment 471 391 Leasehold improvements 180 105 Total 1,579 1,253 Less: accumulated depreciation and amortization (564 ) (407 ) Fixed assets, net $ 1,015 $ 846 Depreciation and amortization expense for the three and nine months ended September 30, 2019 is $58 and $157, respectively. Depreciation and amortization expense for the three and nine months ended September 30, 2018 is $44 and $106, respectively. For the three and nine months ended September 30, 2019, a fixed asset impairment charge of $35 was recorded as general and administrative expense to write down lab and medical equipment related to the first-generation Pure-Vu System. |
Stock Based Compensation | Stock Based Compensation 2016 Equity Incentive Plan In December 2016, the Company adopted the Motus GI Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the 2016 Plan, the Company’s board of directors may grant options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards to employees, officers, directors, consultants and advisors. Pursuant to the terms of an annual evergreen provision in the 2016 Plan, the number of shares of common stock available for issuance under the 2016 Plan shall increase annually by six percent (6%) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; provided, however, that the board of directors may act prior to the first day of any calendar year to provide that there shall be no increase such calendar year, or that the increase shall be a lesser number of shares of our common stock than would otherwise occur. On January 1, 2019, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,286,409 shares. Under the 2016 Plan, the maximum number of shares of the Company’s common stock authorized for issuance is 3,927,659. As of September 30, 2019, there were 92,202 shares of common stock available for future grant under the 2016 Plan. Adoption of Accounting Standards Update 2018-07 The Company has adopted Accounting Standards Update 2018-07 (“ASU 2018-07”), “Improvement to Nonemployee Share-based Payment Accounting”, which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The new guidance will be applied prospectively to all new awards granted after the date of adoption. In addition, the new guidance will be applied to all existing equity-classified awards for which a measurement date has not been established under ASC 505-50 by the adoption date by remeasuring at fair value as of the adoption date, and recording a cumulative effect adjustment to opening accumulated deficit on January 1, 2019. For the Company’s equity-classified awards for which a measurement date has not been established under ASC 505-50, the fair value on January 1, 2019, the adoption date, approximated the value assigned on December 31, 2018, therefore no cumulative adjustment to opening accumulated deficit was required. Under the revised guidance, the accounting for awards issued to non-employees will be similar to the model for employee awards, except that ASU 2018-07: ● allows the Company to elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and ● the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash. Employee and Non-Employee Stock Based Compensation The Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s condensed consolidated statement of comprehensive loss. The Company recognizes share-based award forfeitures as they occur. The Company estimates the fair value of granted option equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. Restricted Stock Units The Company issues restricted stock units under its 2016 Equity Incentive Plan. The fair value of the restricted stock units is based on the closing stock price on the date of grant and is expensed as operating expense over the period during which the units vest. Each restricted stock unit entitles the grantee to one share of common stock to be received upon vesting up to four years after the grant date. Recipients of restricted stock units have no voting rights until the vesting of the award. |
Basic and diluted net loss per share | Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. |
Research and development expenses, net | Research and development expenses, net Research and development expenses are charged to the unaudited condensed consolidated statement of comprehensive loss as incurred. |
Patent costs | Patent costs Costs incurred in connection with acquiring patent rights and the protection of proprietary technologies are expensed as incurred. |
Liabilities due to termination of employment agreements | Liabilities due to termination of employment agreements Under Israeli employment laws, employees of Motus Ltd. are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by Motus Ltd. on their behalf with insurance companies. Payments in accordance with Article 14 release Motus Ltd. from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. |
Income taxes | Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2019 and December 31, 2018, the Company had a full valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2019 and 2018, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2019 and 2018, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. |
Fair value of financial instruments | Fair value of financial instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the nine months ended September 30, 2019 and during the year ended December 31, 2018. The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy, as of September 30, 2019 and December 31, 2018: September 30, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 10,657 $ - $ - $ 10,657 Liabilities Contingent royalty obligation $ - $ - $ 1,885 $ 1,885 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 3,043 $ - $ - $ 3,043 Liabilities Contingent royalty obligation $ - $ - $ 1,953 $ 1,953 Financial instruments with carrying values approximating fair value include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, and certain other current liabilities, due to their short-term nature. Contingent Royalty Obligation In estimating the fair value of the Company’s contingent royalty obligation (see Note 6), the Company used the discounted cash flow method as of September 30, 2019 and December 31, 2018. Based on the fair value hierarchy, the Company classified contingent royalty obligation within Level 3 because valuation inputs are based on projected revenues discounted to a present value. The following table sets forth a summary of changes in the estimated fair value of the Company’s Level 3 contingent royalty obligation for the nine months ended September 30, 2019: Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2018 $ 1,953 Change in estimated fair value of contingent royalty obligation (68 ) Balance at September 30, 2019 $ 1,885 The contingent royalty obligation is re-measured at each balance sheet date using the following assumptions: 1) discount rate of 21% and 20% as of September 30, 2019 and December 31, 2018, respectively, and 2) rate of royalty payment of 3% as of both September 30, 2019 and December 31, 2018. For the nine months ended September 30, 2019, the Company’s estimated discount rate increased from 20% to 21% due to changes in market conditions. In accordance with ASC-820-10-50-2(g), the Company performed a sensitivity analysis of the liability, which was classified as a Level 3 financial instrument. The Company recalculated the fair value of the liability by applying a +/- 2% change to the input variable in the discounted cash flow model; the discount rate. A 2% decrease in the discount rate would increase the liability by approximately $175 and a 2% increase in the discount rate would decrease the liability by approximately $157. |
Recently issued accounting standards | Recently issued accounting standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. Management has not yet completed its assessment of the impact of the new standards on the Company’s financial statements. The Company is currently evaluating the effect the adoption of these ASUs will have on its condensed consolidated financial statements. These ASUs are effective for the Company in the first quarter of 2020. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. ASU 2018-13 removes, modifies, and adds certain disclosure requirements, and is effective for the Company in the first quarter of 2020. The Company is evaluating the impact this standard will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service”. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license), by requiring a customer in a cloud computing arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU 2018-15 will be effective on January 1, 2020. The Company is currently evaluating the impact of this new standard. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of inventory | Inventory at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, Raw materials $ 238 $ - Work-in-process 160 - Finished goods 373 23 Ending inventory $ 771 $ 23 |
Schedule of fixed assets are stated at cost less accumulated depreciation | Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method, at annual rates reflecting the estimated useful lives of the related assets, as follows: Office equipment 5-15 years Computers and software 3-5 years Machinery 5-10 years Lab and medical equipment 3-7 years Leasehold improvements Shorter of lease term or useful life |
Schedule of fixed assets | Fixed assets, summarized by major category, consist of the following for the years ended: September 30, December 31, Office equipment $ 148 $ 144 Computers and software 320 284 Machinery 460 329 Lab and medical equipment 471 391 Leasehold improvements 180 105 Total 1,579 1,253 Less: accumulated depreciation and amortization (564 ) (407 ) Fixed assets, net $ 1,015 $ 846 |
Schedule of fair value of financial assets and liabilities | The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy, as of September 30, 2019 and December 31, 2018: September 30, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 10,657 $ - $ - $ 10,657 Liabilities Contingent royalty obligation $ - $ - $ 1,885 $ 1,885 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 3,043 $ - $ - $ 3,043 Liabilities Contingent royalty obligation $ - $ - $ 1,953 $ 1,953 |
Schedule of estimated fair value of Level 3 contingent royalty obligation | The following table sets forth a summary of changes in the estimated fair value of the Company’s Level 3 contingent royalty obligation for the nine months ended September 30, 2019: Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2018 $ 1,953 Change in estimated fair value of contingent royalty obligation (68 ) Balance at September 30, 2019 $ 1,885 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of available-for-sale securities | The following table summarizes, by major security type, the Company’s investments as of September 30, 2019 and December 31, 2018: September 30, 2019 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 10,652 $ 10,657 Total $ 10,652 $ 10,657 December 31, 2018 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 3,043 $ 3,043 Total $ 3,043 $ 3,043 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of operating leases | An initial right-of-use asset of $1,065 was recognized as a non-cash asset and operating lease liabilities of $1,074 was recognized as a non-cash liability addition with the adoption of the new lease standard. Cash paid for amounts included in the present value of operating lease liabilities was $176 during the six months ended June 30, 2019. Other Information: Weighted average remaining lease term – operating leases, in years 4.31 Weighted average discount rate – operating leases 7.63 % |
Schedule of payments under non-cancellable operating leases | Future minimum lease payments under non-cancellable operating leases as of June 30, 2019 were as follows: Twelve Months Ended December 31, Amount 2019 (remaining six months) $ 173 2020 253 2021 191 2022 181 2023 184 Thereafter 141 Total future minimum lease payments 1,123 Imputed interest (205 ) Total liability $ 918 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of warrants | A summary of the Company’s warrants to purchase common stock activity is as follows: Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2018 2,629,468 $ 5.24 3.58 $ - Granted 135,000 5.75 Expired (25,000 ) 7.39 Outstanding at September 30, 2019 2,739,468 $ 5.25 2.83 $ - |
Schedule of stock option activity | A summary of the Company’s stock option activity is as follows: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 2,520,101 $ 4.32 8.72 $ - Granted 1,242,144 4.02 Exercised (416 ) 3.78 * Forfeited/cancelled (189,632 ) 4.38 Outstanding at September 30, 2019 3,572,197 $ 4.22 8.50 $ - * represents amount less than $1,000 |
Schedule of option pricing model using weighted average assumptions | The options granted during the nine months ended September 30, 2019 and 2018 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: For the nine months ended 2019 2018 Expected term, in years 5.8 5.7 Expected volatility 78.02 % 68.12 % Risk-free interest rate 2.34 2.76 % Dividend yield - - Grant date fair value $ 2.64 $ 3.07 |
Schedule of restricted stock unit awards activity | A summary of the Company’s restricted stock unit awards activity is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2018 165,000 $ 810 Granted 76,112 329 Vested (40,453 ) (193 ) Nonvested at September 30, 2019 200,659 $ 946 |
Schedule of stock-based compensation | The following table sets forth total non-cash stock-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit award by operating statement classification for the three and nine months ended September 30, 2019 and 2018: Three Months ended September 30, Nine Months ended September 30, 2019 2018 2019 2018 Research and development $ 182 $ 32 $ 467 $ 135 Sales and marketing 93 58 221 97 General and administrative 455 572 1,842 1,503 Total (1)(2) $ 730 $ 662 $ 2,530 $ 1,735 (1) As of September 30, 2019 and December 31, 2018, the Company recorded a prepaid expense in the amount of $0 and $344, respectively, for the value of vested warrants for future services to be rendered. (2) As of September 30, 2019 and December 31, 2018, the Company recorded a warrant to be issued liability in the amount of $5 and $22, respectively, for the value of warrants to be issued for services provided. |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | $ (78,527) | $ (78,527) | $ (61,378) | ||||||
Total current assets | 27,682 | 27,682 | 22,051 | ||||||
Total current liabilities | 3,547 | 3,547 | $ 2,393 | ||||||
Working capital | 24,135 | 24,135 | |||||||
Cash and cash equivalents and short-term investments | 26,374 | 26,374 | |||||||
Net loss | $ (5,195) | $ (5,681) | $ (6,273) | $ (5,170) | $ (4,197) | $ (7,323) | $ (17,149) | $ (16,690) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw materials | $ 238 | |
Work-in-process | 160 | |
Finished goods | 373 | 23 |
Ending inventory | $ 771 | $ 23 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 9 Months Ended |
Sep. 30, 2019 | |
Office Equipment [Member] | Minimum [Member] | |
Useful lives | 5 years |
Office Equipment [Member] | Maximum [Member] | |
Useful lives | 15 years |
Computers And Software [Member] | Minimum [Member] | |
Useful lives | 3 years |
Computers And Software [Member] | Maximum [Member] | |
Useful lives | 5 years |
Machinery [Member] | Minimum [Member] | |
Useful lives | 5 years |
Machinery [Member] | Maximum [Member] | |
Useful lives | 10 years |
Lab And Medical Equipment [Member] | Minimum [Member] | |
Useful lives | 3 years |
Lab And Medical Equipment [Member] | Maximum [Member] | |
Useful lives | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 1,579 | $ 1,253 |
Less: accumulated depreciation and amortization | (564) | (407) |
Fixed assets, net | 1,015 | 846 |
Office Equipment [Member] | ||
Total | 148 | 144 |
Computers And Software [Member] | ||
Total | 320 | 284 |
Machinery [Member] | ||
Total | 460 | 329 |
Lab And Medical Equipment [Member] | ||
Total | 471 | 391 |
Leasehold Improvements [Member] | ||
Total | $ 180 | $ 105 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Investments | $ 10,657 | $ 3,043 |
Liabilities | ||
Contingent royalty obligation | 1,885 | 1,953 |
Level 1 [Member] | ||
Assets | ||
Investments | 10,657 | 3,043 |
Liabilities | ||
Contingent royalty obligation | ||
Level 2 [Member] | ||
Assets | ||
Investments | ||
Liabilities | ||
Contingent royalty obligation | ||
Level 3 [Member] | ||
Assets | ||
Investments | ||
Liabilities | ||
Contingent royalty obligation | $ 1,885 | $ 1,953 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) - Contingent Royalty Obligation [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | $ 1,953 |
Change in estimated fair value of contingent royalty obligation | (68) |
Balance at ending | $ 1,885 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Jan. 02, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
Revenue recognized | $ 3 | $ 0 | $ 8 | $ 38 | |||
Allowance for doubtful accounts | 0 | 0 | $ 0 | ||||
Inventory write-down charge | 57 | 574 | 76 | 574 | |||
Depreciation and amortization expense | 58 | $ 44 | 157 | $ 106 | |||
ROU assets | 1,065 | 1,065 | $ 1,065 | ||||
Lease liabilities | $ 1,074 | ||||||
General and Administrative [Member] | |||||||
Fixed asset impairment charge | $ 35 | $ 35 | |||||
2016 Equity Incentive Plan [Member] | |||||||
Percentage of increase in shares annually | 6.00% | ||||||
Common stock available for issuance | shares | 92,202 | 92,202 | 1,286,409 | ||||
Total reserve available for future issuance | shares | 3,927,659 | ||||||
Discount Rate [Member] | |||||||
Discount rate | 0.21 | 0.21 | 0.20 | ||||
Discount Rate [Member] | Maximum [Member] | |||||||
Increase (Decrease) in discount rate | 21.00% | ||||||
Increase (Decrease) in liability | $ 175 | ||||||
Discount Rate [Member] | Minimum [Member] | |||||||
Increase (Decrease) in discount rate | 20.00% | ||||||
Increase (Decrease) in liability | $ 157 | ||||||
Measurement Input, Royalty Payment Rate [Member] | |||||||
Discount rate | 0.03 | 0.03 | 0.03 |
Investments (Details)
Investments (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Amortized Cost | $ 10,652 | $ 3,043 |
Carrying value | 10,657 | 3,043 |
Mutual Fund [Member] | Available-for-sale Securities [Member] | ||
Amortized Cost | 10,652 | 3,043 |
Carrying value | $ 10,657 | $ 3,043 |
Leases (Details)
Leases (Details) | Sep. 30, 2019 |
Other Information: | |
Weighted average remaining lease term - operating leases, in years | 4 years 3 months 22 days |
Weighted average discount rate - operating leases | 7.69% |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Sep. 30, 2019USD ($) |
Twelve Months Ended December 31, | |
2019 (remaining three months) | $ 86 |
2020 | 319 |
2021 | 266 |
2022 | 253 |
2023 | 184 |
Thereafter | 141 |
Total future minimum lease payments | 1,249 |
Imputed interest | (181) |
Total liability | $ 1,068 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 02, 2019 | |
Lease right-of-use asset | $ 1,065 | $ 1,065 | $ 1,065 | ||
Operating lease liabilities | 1,074 | 1,074 | |||
Israel Lease [Member] | |||||
Lease right-of-use asset | 176 | 176 | |||
General and Administrative [Member] | |||||
Lease expense | 127 | $ 122 | 356 | $ 368 | |
Other Current And Non-Current Liabilities [Member] | |||||
Operating lease liabilities | $ 261 | $ 261 | |||
Office [Member] | FLORIDA | |||||
Percentage of increase in annual base rent | 2.75% | ||||
Expire date | Nov. 30, 2024 | ||||
Office [Member] | ISRAEL | |||||
Percentage of increase in annual base rent | 4.00% | ||||
Renewal Term | 3 years | 3 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | Jan. 30, 2018 | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Number | Sep. 30, 2018USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) |
Other current liabilities | $ 494 | $ 494 | $ 253 | ||||
Contingent obligation | 1,885 | 1,885 | 1,953 | ||||
Severance costs | 1,319 | ||||||
other non-current liabilities | 91 | ||||||
Gain (loss) on change in fair value of Contingent Royalty Obligation | 127 | $ (85) | $ 68 | $ (244) | |||
Number of outsourcing partners | Number | 2 | ||||||
Noncancelable payment | $ 55 | ||||||
General and administrative | 2,028 | 2,145 | 7,189 | 6,021 | |||
License and Supply Agreement (Coated Products) [Member] | |||||||
Description of royalty payment | a. 2% of the first $25 million in annual net sales of Coated Products; and b. 1.5% once annual net sales exceed $25 million of Coated Products. | ||||||
Description of minimum royalty payment | a. January 1, 2020 to December 31, 2020 - $5 per calendar quarter; b. January 1, 2021 to December 31, 2021 - $10 per calendar quarter; c. January 1, 2022 and beyond - $15 per calendar quarter. | ||||||
Description of royalty payment for one-time milestone | a. $12.5 due 6 months after the first commercial sale of a Coated Product. b. $12.5 due 12 months after the first commercial sale of a Coated Product. c. $25 due 18 months after the first commercial sale of a Coated Product. | ||||||
Other current liabilities | 13 | 13 | 25 | ||||
Reduction in general and administrative expense | 37 | $ 37 | |||||
other non-current liabilities | 25 | ||||||
General and administrative | 0 | 50 | |||||
Royalty Arrangements To Israeli National Authority For Technical Innovation [Member] | |||||||
Description of royalty payment | Royalties on revenues generated in any fashion with a rate that is currently at 4% (which may be increased under certain circumstances). The Company may be obligated to pay up to 100% (which may be increased under certain circumstances) of the U.S. dollar-linked value of the grants received, plus interest at the rate of 12-month LIBOR. | ||||||
Royalty received | 0 | $ 0 | $ 0 | $ 0 | $ 1,332 | ||
Contingent obligation | $ 1,394 | $ 1,394 | $ 1,383 | ||||
Royalty Payment Rights Certificates [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Description of royalty payment | The Royalty Payment Rights initially entitled the holders in aggregate, to a royalty in an amount of: ● 3% of net sales subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the Company’s 2017 private placement (the “2017 Private Placement”); and ● 5% of licensing proceeds subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the 2017 Private Placement. | ||||||
Royalty Payment Rights Certificates [Member] | Series A Convertible Preferred Stock [Member] | Pure-Vu System [Member] | |||||||
Description of royalty payment | The Company will pay to the holders of the Royalty Payment Rights Certificates a royalty (the “Royalty Amount”) equal to, in the aggregate, in royalty payments in any calendar year for all products: ● 3% of Net Sales* for commercialized product directly; and ● 5% of any Licensing Proceeds** for rights to commercialize the product if sublicensed by the Company to a third-party. * Notwithstanding the foregoing, with respect to Net Sales based Royalty Amounts, (a) no Net Sales based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Net Sales equal to $20,000 (the “Initial Net Sales Milestone”), and royalties shall only be computed on, and due with respect to, Net Sales generated in excess of the Initial Net Sales Milestone, and (b) the total Net Sales based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. “Net Sales” is defined in the Royalty Payment Rights Certificates. The Company has not reached the Initial Net Sales Milestone as of September 30, 2019. ** Notwithstanding the foregoing, with respect to Licensing Proceeds based Royalty Amounts, (a) no Licensing Proceeds based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Licensing Proceeds equal to $3,500 (the “Initial Licensing Proceeds Milestone”), and royalties shall only be computed on, and due with respect to, Licensing Proceeds in excess of the Initial Licensing Proceeds Milestone and (b) the total Licensing Proceeds based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. “Licensing” Proceeds is defined in the Royalty Payment Rights Certificate. The Company has not reached the Initial Licensing Proceeds Milestone as of September 30, 2019. | ||||||
Royalty Payment Rights Certificates [Member] | Series A Convertible Preferred Stock [Member] | Private Placement [Member] | |||||||
Percentage of dividend rate | 10.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | May 15, 2017 | |
FreeHold Surgical, Inc. [Member] | Sales & Marketing Services Arrangement [Member] | |||||
Accounts payable | $ 0 | $ 0 | |||
General and administrative expense | $ 25 | $ 100 | |||
Shareholder Loan [Member] | |||||
Principal balance | $ 122 | ||||
Loan interest rate | 3.40% | ||||
Financial Service [Member] | Shareholder Loan [Member] | |||||
Finance income | $ 3 | $ 4 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Class of Warrant or Right, Shares Underlying Warrants [Roll Forward] | |
Outstanding at beginning | 2,629,468 |
Granted | 135,000 |
Expired | (25,000) |
Outstanding at ending | 2,739,468 |
Class of Warrant or Right, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning | $ / shares | $ 5.24 |
Granted | 5.75 |
Forfeited/cancelled | 7.39 |
Outstanding at ending | $ / shares | $ 5.25 |
Class of Warrant or Right, Weighted average Remaining Contractual Life (years) [Roll Forward] | |
Outstanding at beginning | 3 years 6 months 29 days |
Outstanding at ending | 2 years 9 months 29 days |
Class of Warrant or Right, Aggregate Intrinsic Value [Roll Forward] | |
Outstanding at beginning | $ | |
Outstanding at ending | $ |
Shareholders' Equity (Details 1
Shareholders' Equity (Details 1) | 9 Months Ended | |
Sep. 30, 2019USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning | shares | 2,520,101 | |
Granted | shares | 1,242,144 | |
Exercised | shares | (416) | |
Forfeited/canceled | shares | (189,632) | |
Outstanding ending | shares | 3,572,197 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding beginning | $ / shares | $ 4.32 | |
Granted | $ / shares | 4.02 | |
Exercised | $ / shares | 3.78 | |
Forfeited/canceled | $ / shares | 4.38 | |
Outstanding ending | $ / shares | $ 4.22 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Life [Roll Forward] | ||
Outstanding beginning | 8 years 8 months 19 days | |
Outstanding ending | 8 years 6 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward] | ||
Outstanding beginning | $ | ||
Exercised | $ | [1] | |
Outstanding ending | $ | ||
[1] | represents amount less than $1,000 |
Shareholders' Equity (Details 2
Shareholders' Equity (Details 2) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||
Expected term, in years | 5 years 9 months 18 days | 5 years 8 months 12 days |
Expected volatility | 78.02% | 68.12% |
Risk-free interest rate | 2.34% | 2.76% |
Dividend yield | ||
Grant date fair value | $ 2.64 | $ 3.07 |
Shareholders' Equity (Details 3
Shareholders' Equity (Details 3) - Restricted Stock Units (RSUs) [Member] - $ / shares | Feb. 13, 2019 | Sep. 30, 2019 |
Number of Shares | ||
Nonvested at beginning | 165,000 | |
Granted | 76,112 | 76,112 |
Vested | (40,453) | |
Nonvested at ending | 200,659 | |
Weighted Average Grant Date Fair Value | ||
Nonvested at beginning | $ 810 | |
Granted | 329 | |
Vested | (193) | |
Nonvested at ending | $ 946 |
Shareholders' Equity (Details 4
Shareholders' Equity (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Total | [1],[2] | $ 730 | $ 662 | $ 2,530 | $ 1,735 |
Research and Development [Member] | |||||
Total | 182 | 32 | 467 | 135 | |
Sales and Marketing [Member] | |||||
Total | 93 | 58 | 221 | 97 | |
General and Administrative [Member] | |||||
Total | $ 455 | $ 572 | $ 1,842 | $ 1,503 | |
[1] | As of September 30, 2019 and December 31, 2018, the Company recorded a prepaid expense in the amount of $0 and $344, respectively, for the value of vested warrants for future services to be rendered. | ||||
[2] | As of September 30, 2019 and December 31, 2018, the Company recorded a warrant liability in the amount of $5 and $22, respectively, for the value of warrants to be issued for services provided. |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) $ / shares in Units, $ in Thousands | Nov. 13, 2019$ / shares | Oct. 01, 2019shares | Aug. 20, 2019shares | Aug. 08, 2019$ / sharesshares | Jul. 10, 2019USD ($)$ / sharesshares | Jul. 02, 2019USD ($)$ / sharesshares | Mar. 05, 2019shares | Feb. 13, 2019USD ($)$ / sharesshares | Jul. 03, 2018USD ($)$ / sharesshares | Jul. 02, 2018USD ($)$ / sharesshares | Jun. 06, 2018USD ($)$ / sharesshares | Jan. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Mar. 31, 2018shares | Nov. 30, 2019USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Oct. 04, 2019USD ($)$ / sharesshares | Feb. 06, 2019$ / sharesshares | Jan. 02, 2019$ / sharesshares | Oct. 06, 2018$ / sharesshares | Oct. 02, 2018$ / sharesshares |
Number of options exercised | shares | 416 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3.78 | |||||||||||||||||||||||
Proceeds from exercise options | $ 2 | $ 306 | ||||||||||||||||||||||
Net proceeds | $ 20,000 | $ 17,500 | ||||||||||||||||||||||
Option expected life | 5 years 9 months 18 days | 5 years 8 months 12 days | ||||||||||||||||||||||
Prepaid expense | $ 0 | $ 0 | $ 344 | |||||||||||||||||||||
General and administrative expense | 2,028 | $ 2,145 | 7,189 | $ 6,021 | ||||||||||||||||||||
Accounts payable and accrued expenses | 2,733 | 2,733 | $ 2,140 | |||||||||||||||||||||
Unamortized stock compensation for stock options | $ 4,163 | $ 4,163 | ||||||||||||||||||||||
Unamortized stock compensation for stock options period | 1 year 2 months 1 day | |||||||||||||||||||||||
Number of outstanding options to purchase | shares | 1,742,201 | |||||||||||||||||||||||
Weighted-average exercise price (in dollars per share) | $ / shares | $ 4.37 | $ 4.37 | ||||||||||||||||||||||
Share based compensation expense related to stock options | $ 578 | 415 | $ 1,811 | 1,155 | ||||||||||||||||||||
Number of warrant exercisable | shares | 2,719,468 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Number of shares issued | shares | 165,000 | 241,112 | ||||||||||||||||||||||
Expected life | 4 years | |||||||||||||||||||||||
Expensed using the straight-line method | $ 329 | |||||||||||||||||||||||
Granted | shares | 76,112 | 76,112 | ||||||||||||||||||||||
Option expected life | 4 years | |||||||||||||||||||||||
General and administrative expense | 73 | $ 208 | ||||||||||||||||||||||
Unamortized stock compensation for stock options | $ 882 | $ 882 | ||||||||||||||||||||||
Unamortized stock compensation for stock options period | 1 year 8 months 5 days | |||||||||||||||||||||||
Executive Search Firm [Member] | ||||||||||||||||||||||||
Description of compensation paid to executive search firm | The terms of the engagement were that upon a successful search, the Company would compensate the Firm one-third of the total first-year actual cash compensation for the position. The Company agreed to (a) make payments based on the CEO’s base salary of $475, and (b) make a true-up payment (the “True-up Payment”) at the end of the CEO’s first year of employment based on the actual cash compensation earned within the CEO’s first year of employment, exclusive of any Employment Buy-Out Payments. | |||||||||||||||||||||||
Buy-out payments | $ 475 | |||||||||||||||||||||||
Underwritten Public Offering [Member] | ||||||||||||||||||||||||
Number of shares issued | shares | 6,666,667 | |||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||||
Net proceeds | $ 18,241 | |||||||||||||||||||||||
Underwriting discounts and commissions | 1,500 | |||||||||||||||||||||||
Other offering expenses | $ 259 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 5.25 | $ 5.25 | $ 5.24 | |||||||||||||||||||||
Value of shares issued upon services | $ 5 | $ 22 | ||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Number of options exercised | shares | 394 | |||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||||
Option expected life | 3 years | |||||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Granted | shares | 165,000 | |||||||||||||||||||||||
Common Stock [Member] | CEO And Executives [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Number of shares issued | shares | 30,140 | |||||||||||||||||||||||
Common Stock [Member] | Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Granted | shares | 76,112 | |||||||||||||||||||||||
Common Stock [Member] | 30 Days Over-Allotment Option [Member] | ||||||||||||||||||||||||
Number of shares issued | shares | 1,000,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||||
Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||||||
Number of shares issued | shares | 648,333 | |||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||||
Net proceeds | $ 1,789 | |||||||||||||||||||||||
Underwriting discounts and commissions | $ 156 | |||||||||||||||||||||||
Nonforfeitable Shares Common Stock And Warrants [Member] | ||||||||||||||||||||||||
Prepaid expense | $ 0 | 0 | 27 | |||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||
Number of options exercised | shares | 416 | |||||||||||||||||||||||
Number of shares issued | shares | 416 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3.78 | |||||||||||||||||||||||
Proceeds from exercise options | $ 2 | |||||||||||||||||||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
Number of shares issued | shares | 10,313 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 100,000 | 25,000 | 25,000 | |||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 10 | $ 8.75 | ||||||||||||||||||||||
Expected life | 24 months | 18 months | ||||||||||||||||||||||
Expensed using the straight-line method | $ 146 | 126 | ||||||||||||||||||||||
General and administrative expense | 0 | 55 | 31 | 55 | ||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0266 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0234 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Volatility [Member] | Maximum [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6584 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Volatility [Member] | Minimum [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6204 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Expected Term [Member] | Maximum [Member] | ||||||||||||||||||||||||
Expected life | 2 years | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Expected Term [Member] | Minimum [Member] | ||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Dividend Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant Issued With 30 Days Of Agreement [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 25,000 | |||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 7.39 | |||||||||||||||||||||||
Expected life | 18 months | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant Issued With 30 Days Of Agreement [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 25,000 | |||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 7.39 | |||||||||||||||||||||||
Expected life | 12 months | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant Issued With 10 Consecutive Trading Days [Member] | ||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant Issued With 10 Consecutive Trading Days [Member] | Maximum [Member] | ||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | 13 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant Issued With 10 Consecutive Trading Days [Member] | Minimum [Member] | ||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 9 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | August 2019 Consultant Warrants [Member] | ||||||||||||||||||||||||
Number of warrant issued | shares | 2 | |||||||||||||||||||||||
Number of warrants purchased | shares | 20,000 | |||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 2.66 | |||||||||||||||||||||||
Warrant term (in years) | 3 years | |||||||||||||||||||||||
General and administrative expense | $ 8 | $ 8 | ||||||||||||||||||||||
Description of vesting terms | Vest for four equal tranches beginning November 1, 2019 through August 1, 2020. | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | August 2019 Consultant Warrants [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Expensed using the straight-line method | $ 18 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | August 2019 Consultant Warrants [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0171 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | August 2019 Consultant Warrants [Member] | Volatility [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6936 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | August 2019 Consultant Warrants [Member] | Expected Term [Member] | ||||||||||||||||||||||||
Expected life | 3 years | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | August 2019 Consultant Warrants [Member] | Dividend Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 5.25 | $ 7.25 | $ 6.25 | |||||||||||||||||||||
Warrant term (in years) | 5 years | |||||||||||||||||||||||
Number of shares issued upon services | shares | 30,000 | 30,000 | ||||||||||||||||||||||
Expensed using the straight-line method | $ 95 | 76 | ||||||||||||||||||||||
General and administrative expense | $ 0 | 38 | $ 10 | 45 | ||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0251 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Volatility [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6725 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Expected Term [Member] | ||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Dividend Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Volatility Three Months Ended [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 30,000 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Volatility [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6728 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Volatility [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6923 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0281 | |||||||||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0307 | |||||||||||||||||||||||
Amendment Consulting Agreement [Member] | ||||||||||||||||||||||||
Accounts payable and accrued expenses | 62 | 62 | 93 | |||||||||||||||||||||
Amendment Consulting Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Annual base salary payable | $ 475 | |||||||||||||||||||||||
Amendment Consulting Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 90,000 | |||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 8.50 | |||||||||||||||||||||||
Number of shares issued upon services | shares | 30,000 | |||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||
Expensed using the straight-line method | $ 594 | |||||||||||||||||||||||
Prepaid expense | 0 | 0 | $ 317 | |||||||||||||||||||||
General and administrative expense | 41 | $ 136 | 317 | $ 136 | ||||||||||||||||||||
Amendment Consulting Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0272 | |||||||||||||||||||||||
Amendment Consulting Agreement [Member] | Warrant [Member] | Volatility [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6831 | |||||||||||||||||||||||
Amendment Consulting Agreement [Member] | Warrant [Member] | Expected Term [Member] | ||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||
Amendment Consulting Agreement [Member] | Warrant [Member] | Dividend Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 50,000 | |||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||
Expected life | 9 months | |||||||||||||||||||||||
Expensed using the straight-line method | $ 90 | |||||||||||||||||||||||
General and administrative expense | 30 | 90 | ||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0252 | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | Warrant [Member] | Volatility [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6743 | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | Warrant [Member] | Expected Term [Member] | ||||||||||||||||||||||||
Expected life | 3 years | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | Warrant [Member] | Dividend Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | November 2019 Consultant Warrant [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 30,000 | |||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||
Number of shares issued upon services | shares | 30,000 | |||||||||||||||||||||||
Value of shares issued upon services | $ 55 | |||||||||||||||||||||||
General and administrative expense | $ 0 | $ 55 | ||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | November 2019 Consultant Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.0252 | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | November 2019 Consultant Warrant [Member] | Volatility [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0.6743 | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | November 2019 Consultant Warrant [Member] | Expected Term [Member] | ||||||||||||||||||||||||
Expected life | 3 years | |||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | November 2019 Consultant Warrant [Member] | Dividend Rate [Member] | ||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||
Firm Compensation Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Cash payment | $ 57 | |||||||||||||||||||||||
Firm Compensation Agreement [Member] | November 2019 Consultant Warrant [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Number of warrants purchased | shares | 6,333 | |||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||||
Warrant term (in years) | 3 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Nov. 13, 2019 | Sep. 30, 2019 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Exercise price (in dollars per share) | $ 3.78 | ||||
Expected term, in years | 5 years 9 months 18 days | 5 years 8 months 12 days | |||
Common Stock [Member] | |||||
Number of shares issued | (6,666,667) | (3,500,000) | |||
Subsequent Event [Member] | Common Stock [Member] | |||||
Number of shares issued | 6,333 | ||||
Exercise price (in dollars per share) | $ 3 | ||||
Expected term, in years | 3 years |