Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 25, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | Motus GI Holdings, Inc. | ||
Entity Central Index Key | 0001686850 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-38389 | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 51,601,679 | ||
Entity Common Stock, Shares Outstanding | 28,826,157 | ||
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 20,528 | $ 18,050 |
Investments | 8,203 | 3,043 |
Accounts receivable | 65 | 5 |
Inventory | 1,014 | 23 |
Prepaid expenses and other current assets | 339 | 930 |
Related party receivable | 18 | |
Total current assets | 30,167 | 22,051 |
Fixed assets, net | 1,056 | 846 |
Right-of-use assets | 1,021 | |
Other non-current assets | 13 | 57 |
Total assets | 32,257 | 22,954 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,999 | 2,140 |
Operating lease liabilities - current | 321 | |
Other current liabilities | 270 | 253 |
Term debt, net of debt discount of $246 and $0, respectively | 7,754 | |
Total current liabilities | 11,344 | 2,393 |
Contingent royalty obligation | 1,872 | 1,953 |
Operating lease liabilities - non-current | 713 | |
Other non-current liabilities | 91 | |
Total liabilities | 13,929 | 4,437 |
Commitments and contingent liabilities (Note 7) | ||
Shareholders' equity | ||
Common Stock $0.0001 par value; 50,000,000 shares authorized; 28,811,087 and 21,440,148 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 3 | 2 |
Additional paid-in capital | 102,789 | 79,893 |
Accumulated deficit | (84,464) | (61,378) |
Total shareholders' equity | 18,328 | 18,517 |
Total liabilities and shareholders' equity | 32,257 | 22,954 |
Preferred Series A Stock [Member] | ||
Shareholders' equity | ||
Preferred Stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 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 | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 28,811,087 | 21,440,148 |
Common stock, outstanding | 28,811,087 | 21,440,148 |
Term debt, net of debt discount | $ 246 | $ 0 |
Preferred Series A Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 107 | $ 36 |
Cost of revenue | 136 | 54 |
Gross loss | (29) | (18) |
Operating expenses: | ||
Research and development | 9,013 | 6,048 |
Sales and marketing | 4,897 | 4,312 |
General and administrative | 9,497 | 8,547 |
Total operating expenses | 23,407 | 18,907 |
Operating loss | (23,436) | (18,925) |
Warrant expense | (3,156) | |
Gain (loss) on change in estimated fair value of contingent royalty obligation | 81 | (291) |
Finance income, net | 273 | 103 |
Other income | 38 | |
Foreign currency loss | (4) | (26) |
Loss before income taxes | (23,086) | (22,257) |
Income tax expense | ||
Net loss | $ (23,086) | $ (22,257) |
Basic and diluted loss per common share | $ (0.92) | $ (1.47) |
Weighted average number of common shares outstanding, basic and diluted | 25,133,190 | 15,137,144 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - USD ($) $ in Thousands | Preferred Series A stock | Common Stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 44,643 | $ (39,121) | $ 5,523 | |
Balance, Shares at Dec. 31, 2017 | 1,581,128 | 10,493,233 | |||
Issuance of common shares upon exercise of options | 48 | 48 | |||
Issuance of common shares upon exercise of options, Shares | 14,396 | ||||
Issuance of common shares upon initial public offering, net of offering costs | 14,955 | 14,955 | |||
Issuance of common shares upon initial public offering, net of offering costs, 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, Shares | (1,581,128) | 1,581,128 | |||
Issuance of common shares upon public offering, net of offering costs | $ 1 | 12,153 | 12,154 | ||
Issuance of common shares upon public offering, net of offering costs, Shares | 5,000,000 | ||||
Issuance of common shares upon cashless exercise of options | |||||
Issuance of common shares upon cashless exercise of options, Shares | 391 | ||||
Share based compensation | 2,797 | 2,797 | |||
Share based compensation, Shares | 45,000 | ||||
Warrant expense | 3,156 | 3,156 | |||
Net loss | (22,257) | (22,257) | |||
Balance at Dec. 31, 2018 | $ 2 | 79,893 | $ (61,378) | 18,517 | |
Balance, Shares at Dec. 31, 2018 | 21,440,148 | ||||
Issuance of common shares upon exercise of options | $ 2 | $ 2 | |||
Issuance of common shares upon exercise of options, Shares | 416 | ||||
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, Shares | 6,666,667 | ||||
Issuance of common shares upon exercise of overallotments, net of offering costs | 1,789 | 1,789 | |||
Issuance of common shares upon exercise of overallotments, net of offering costs, Shares | 648,333 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units, Shares | 55,523 | ||||
Share based compensation | 2,865 | 2,865 | |||
Net loss | $ (23,086) | (23,086) | |||
Balance at Dec. 31, 2019 | $ 3 | $ 102,789 | $ (84,464) | $ 18,328 | |
Balance, Shares at Dec. 31, 2019 | 28,811,087 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common shares upon initial public offering, net of offering costs | $ 2,546 | |
Issuance of common shares upon public offering, offering costs | 1,759 | 1,346 |
Issuance of common shares upon exercise of overallotments, offering costs | $ 156 | $ 164 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (23,086) | $ (22,257) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 223 | 152 |
Amortization of debt issuance costs | 4 | |
(Gain) loss on change in estimated fair value of contingent royalty obligation | (81) | 291 |
Share based compensation | 3,205 | 2,475 |
Unrealized gain on investments | (5) | |
Inventory write-down | 76 | 364 |
Fixed asset impairment | 35 | |
Non-cash operating lease expense | 220 | |
Warrant expense | 3,156 | |
Write-down of workstations related to evaluation agreements | 332 | |
Amortization of bond premium | 33 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (60) | (5) |
Inventory | (975) | (381) |
Prepaid expenses and other current assets | 155 | 69 |
Related party receivable | (18) | |
Accounts payable and accrued expenses | 629 | 744 |
Operating lease liabilities - current and non-current | (216) | |
Other current and non-current liabilities | (21) | 94 |
Net cash used in operating activities | (19,915) | (14,933) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (468) | (547) |
Purchase of available-for-sale securities | (9,655) | (5,043) |
Proceeds from sale of available-for-sale securities | 4,500 | 2,000 |
Purchase of held-to-maturity securities | (4,863) | |
Proceeds from maturity of held-to-maturity securities | 4,830 | |
Repayment of shareholder loan receivable | 126 | |
Net cash used in investing activities | (5,623) | (3,497) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Gross proceeds from public offering | 20,000 | 31,000 |
Proceeds from exercise of over-allotment options | 1,945 | 2,305 |
Proceeds from issuance of debt | 8,000 | |
Proceeds from exercise of options | 2 | 48 |
Financing fees related to debt and equity financing | (1,931) | (3,812) |
Net cash provided by financing activities | 28,016 | 29,541 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,478 | 11,111 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 18,050 | 6,939 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 20,528 | 18,050 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Reclassification of deferred financing costs from current assets to common stock | 602 | |
Cashless exercise of options | 2 | |
Financing fees included in accounts payable and accrued expenses | $ 234 | $ 207 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 and second-generation of the Pure-Vu System have received CE Mark approval in the European Economic Area. 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern To date, the Company has generated minimal revenues, experienced negative operating cash flows and has incurred substantial operating losses from its activities. The Company expects operating costs will increase significantly as it incurs costs associated with commercialization activities related to the Pure-Vu System. Management expects the Company to continue to fund its operations primarily through utilization of its current financial resources, future product sales, and through the issuance of debt or equity. The Company has financed its operations primarily through sales of equity-related securities. On December 13, 2019, the Company entered into a loan agreement for $8,000 (see Note 6). At December 31, 2019, the Company had an accumulated deficit of $84,464, total current assets of $30,167 and total current liabilities of $3,590 resulting in working capital of $26,577. For the years ended December 31, 2019 and 2018, the Company incurred a net loss of $23,086 and $22,257, respectively. At December 31, 2019, the Company had cash and cash equivalents, and investments of $28,731. Under the terms of the loan agreement, the Company must maintain unrestricted cash in accounts with Silicon Valley Bank of at least $10,000 (the "Liquidity Covenant"). The Company will need to raise additional capital or generate substantial revenue in order to ensure compliance with the Liquidity Covenant to support its development and commercialization efforts. If adequate funds are not available to the Company on a timely basis, or at all, it may breach the Liquidity Covenant, in which case, the Company would be required to immediately pledge to the bank and thereafter maintain in a separate account, unrestricted and unencumbered cash in an amount equal to the amount then outstanding under the loan agreement. The Company's ability to continue as a going concern for the next twelve months from the issuance of the Company's Annual Report on Form 10K, depends on its ability to execute its business plan, increase revenue and reduce expenditures. Subsequent to year end, the Company adopted a cost reduction plan (the "2020 Plan") to better align the Company's cost structure with the resources required to more efficiently and effectively execute on its commercial strategy of creating a strong foundation in the market by establishing national and regional hospitals networks as Pure Vu reference centers. Most significantly, the 2020 Plan will result in the reduction of the Company's overall headcount by approximately 50%, including a material reduction of the Company's commercial team, the implementation of tighter expense controls, and the termination of the lease of the Company's planned corporate office facility in Norwood, Massachusetts. The 2020 Plan will be largely implemented in the second quarter of 2020. Based on the Company's current business plan and pursuant to the implementation of its 2020 Plan, it believes the cash, cash equivalents and short-term investments balance as of December 31, 2019, will be sufficient to ensure compliance with the Liquidity Covenant into late fourth quarter of 2020, and meet its anticipated cash requirements into 2021. Such conditions raise substantial doubts about the Company's ability to continue as a going concern. Management's plan, inclusive of the 2020 Plan, includes revenue generation through the sale of products, raising funds from outside investors and the successful implementation of cost cutting measures. 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 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 – Significant Accounting Policies A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows: Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 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 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 equity 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 consolidated statement of comprehensive loss. Realized gains or losses on mutual fund transactions are reported in the 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 years ended December 31, 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 – This type of arrangement for the first generation system was 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, and the customer controls physical access to the Workstation while controlling the utility and output during the term of the arrangement. The second generation Pure-Vu System – Commercial placements of the second generation system include the Workstation, sale of the Disposables, and a service plan. The Workstation is operational without any significant customization and modification and the Disposables are specialized consumables that are readily available for purchase from the Company. Therefore, revenue from the sale of a Workstation is recognized after the customer commits to purchase the Workstation and the Workstation is delivered, which is when title is transferred. Disposables are identified as a separate performance obligation, and therefore, revenue from the sale of Disposables is recognized when the Disposables are delivered to the customer and title is transferred. A free one-year service plan is included with the purchase of any second generation Pure-Vu Workstation. An extended service plan with varying support and maintenance of the Workstation is offered for sale after the free one-year service plan period. In the case of the free one-year service plan, a portion of the Workstation sales price is deferred and recognized ratably over the one-year service plan term based upon the relative standalone value. The standalone selling price of the Workstation is set at the beginning of the contract based on observable prices from standalone sales of the Workstation, however, at times, the Company has offered discounts from that price to certain customers. The standalone sales price of the one year service plan is based on the expected costs of replacement parts and direct costs to perform the service plus a standard margin, as set by the Company. The standard margin assumed is consistent with the margin expected in pricing the extended service plan. Revenue for the extended service plans is recognized ratably over the term of the service plan contract period. At times, the Company may include a limited time free trial to potential customers to evaluate the Workstation for a period of up to 180 days. Management does not collect any upfront payments or deposits prior to commencing a free trial period. No revenue is recognized for the Workstation during the duration of a free trial, however, any Disposables purchased by the evaluator are recognized when delivered, as described above. During the years ended December 31, 2019 and 2018, the Company recognized revenue of $107 and $36, respectively. Revenue is comprised of the sale of Workstations and Disposables. Deferred revenue was de minimis at December 31, 2019 and $0 at December 31, 2018. The Company has contract assets related to accounts receivable of approximately $65 and $5 at December 31, 2019 and 2018, respectively. Contract Costs Incremental commissions are paid to sales representatives upon certain eligible sales, which are paid upon execution of the sales agreement. The guidance within ASC 606 provides a practical expedient if the amortization period of the assets that the entity otherwise would have recognized is one year or less. The Company chose to apply the available practical expedient as the commission paid on eligible sales orders relates to the period in which the sales order was fulfilled. For the years ending December 31, 2019 and 2018, commissions paid on eligible sales orders were $27 and $0, respectively. 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 December 31, 2019 and 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 years ended December 31, 2019 and 2018, an inventory write-down charge of $76 and $364, respectively, was recorded. Inventory at December 31, 2019 and 2018 consisted of the following: December 31, 2019 2018 Raw materials $ 294 $ 23 Work-in-process 124 - Finished goods 596 - Ending inventory $ 1,014 $ 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 consolidated statement of comprehensive loss or its 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: December 31, 2019 2018 Office equipment $ 148 $ 144 Computers and software 335 284 Machinery 455 329 Lab and medical equipment 568 391 Leasehold improvements 180 105 Total 1,686 1,253 Less: accumulated depreciation and amortization (630 ) (407 ) Fixed assets, net $ 1,056 $ 846 Depreciation and amortization expense for the years ended December 31, 2019 and 2018 is $223 and $152, respectively. For the year ended December 31, 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. No write-down charge was recorded for the year ended December 31, 2018. Share based compensation 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 Share 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 consolidated statements 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 Research and development expenses are charged to the 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. Debt issuance costs Debt issuance costs represent the costs associated with the issuance of a debt instrument and are amortized using the effective interest method over the life of the related debt instrument. The Company records debt issuance costs as a debt discount and is a reduction of the carrying amount of the debt liability. 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 December 31, 2019 and 2018, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a quarterly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. There are currently no open Federal or State audits. The Company has not recorded any liability for uncertain tax positions at December 31, 2019 or December 31, 2018. For the years ended December 31, 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 years ended December 31, 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 instrument 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 years ended December 31, 2019 and 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 December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 8,203 $ - $ - $ 8,203 Liabilities Contingent royalty obligation $ - $ - $ 1,872 $ 1,872 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 7), the Company used the discounted cash flow method as of December 31, 2019 and 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 years ended December 31, 2019 and 2018: Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2017 $ 1,662 Change in estimated fair value of contingent royalty obligation 291 Balance at December 31, 2018 1,953 Change in estimated fair value of contingent royalty obligation (81 ) Balance at December 31, 2019 $ 1,872 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 December 31, 2019 and 2018, respectively, and 2) rate of royalty payment of 3% as of December 31, 2019 and 2018. For the year ended December 31, 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 $182 and a 2% increase in the discount rate would decrease the liability by approximately $162. 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. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s financial statements and disclosures. 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 all entities for fiscal years ending after December 15, 2019. The adoption of ASU 2018-13 is not expected to have a material impact on the Company’s financial position or results of operations upon adoption. 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, and is effective for public business entities for fiscal years beginning after December 15, 2019. The adoption of ASU 2018-15 is not expected to have a material impact on the Company’s financial position or results of operations upon adoption. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments | Note 4 – Investments Investments as of December 31, 2019 and 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 December 31, 2019 and 2018: December 31, 2019 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 8,198 $ 8,203 Total $ 8,198 $ 8,203 December 31, 2018 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 3,043 $ 3,043 Total $ 3,043 $ 3,043 |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 was scheduled to expire 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 may include options to extend the leases for up to 3 years. Operating cash flow supplemental information for the year ended December 31, 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 operating lease liability in the amount of $176 was recognized as a non-cash asset and 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 $347 during the year ended December 31, 2019. Other information: Weighted average remaining lease term – operating leases, in years 4.10 Weighted average discount rate – operating leases 7.67 % Future minimum lease payments under non-cancellable operating leases as of December 31, 2019 were as follows: Twelve Months Ended December 31, Amount 2020 $ 331 2021 278 2022 264 2023 184 2024 142 Total future minimum lease payments $ 1,199 Imputed interest (165 ) Total liability $ 1,034 Future minimum lease payments under non-cancellable operating leases as of December 31, 2018 were as follows: Twelve Months Ended December 31, Amount 2019 $ 376 2020 282 2021 207 2022 181 2023 184 Thereafter 157 Total liability $ 1,387 The Company records operating lease payments to lease expense using the straight-line method. The Company’s variable lease cost was $99 for the year ended December 31, 2019. The Company’s lease expense was $397 and $526 for the years ended December 31, 2019 and 2018, respectively, included in general and administrative expenses and net of $18 of the Company’s related party receivable (see Note 8). |
Term Debt
Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Term Debt | Note 6 – Term Debt On December 13, 2019 (the “Effective Date”), the Company entered into a loan and security agreement (the “Term Debt”) with Silicon Valley Bank (the “Bank” or “SVB”). The Term Debt is for $8,000, matures on December 1, 2023 and bears an interest rate equal to the greater of (i) one-half of one percent (0.50%) above the Prime Rate and (ii) five and one-half percent (5.50%). At December 31, 2019, the interest rate was 5.50%. The Term Debt is collateralized by substantially all assets of the Company. Additionally, the Company has pledged 65% of the outstanding capital stock in the Company’s foreign subsidiary, Motus GI Medical Technologies, Ltd., to collateralize the Term Debt. Interest payments will commence January 1, 2020, following each month until the maturity date. Principal payments will commence January 1, 2022, and continuing for 24 consecutive months thereafter. The Company may prepay all, but not less than all, of the outstanding principal balance of the Term Debt subject to prepayment premium of $240, plus all other sums, if any, that shall have become due and payable. The Company incurred $250 of debt issuance costs related to the Term Debt. For the year ended December 31, 2019, $4 of debt issuance costs was amortized to interest expense using the effective interest method. The effective interest rate on the Term Debt for the year ended December 31, 2019 was 6.73%. The Company accounts for its bank indebtedness at amortized cost. During the period of time commencing on the Effective Date and continuing through the earlier of forty-five (45) days or an event of default (the “Transition Period”), the Company shall be permitted to maintain its existing bank accounts. Thereafter, the Company must maintain all cash with SVB and is permitted one (1) bank account with Bank Leumi in Israel where cash shall not exceed $3,000. As of December 31, 2019, the Company was operating within the Transition Period. Further, under the terms of the agreement, the Company must maintain unrestricted cash in accounts with the Bank of at least $10,000. As of December 31, 2019, the Company was still transitioning banks and did not maintain at least $10,000 in its SVB accounts; however, this liquidity requirement covenant was waived by SVB through January 9, 2020, and is not considered an event of default. If this covenant is not met after January 9, 2020, the Company must immediately deposit the remaining amount outstanding on the loan into a cash collateral account. The covenant was met by the Company at January 9, 2020. The Company’s cash forecast indicates that it will need to raise additional funds during 2020, which is part of the current operating plan, in order to meet this liquidity requirement covenant during the coming year. The Term Debt includes a subjective acceleration clause. Subsequent to year-end, and prior to the date the financial statements were issued, a pandemic occurred, which caused a shift in the capital markets. In response to the pandemic, certain measures were taken by authorities that could result in adverse financial impacts to the Company, including requiring Company workers to stay home. The Company considered the probability of a further slow- down of its sales team and the related impact on the potential to trigger the liquidity covenant, along with the tightening of the capital markets, which could cause SVB to exercise the subjective acceleration clause in determining the classification of the Company’s Term Debt. When considering these factors, the Company determined the likelihood of acceleration could be probable during 2020 if the pandemic continues, and therefore Company has classified the Term Debt in current liabilities. Future maturities of the Term Debt are as follows: Years Ending December 31, Amount 2020 $ - 2021 - 2022 4,000 2023 4,000 Total 8,000 Less unamortized debt issuance costs (246 ) Total Term Debt, less debt issuance costs $ 7,754 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – 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 Company provided the third party a notice of termination of the license and supply agreement, which was effective ninety days from September 30, 2019. The Company shipped its first commercial sale Coated Product in the second quarter of 2019 of its first generation system. The second generation system, which commercially launched in the fourth quarter of 2019 is not considered a Coated Product. For the year ended December 31, 2019, the Company has recorded a de minimus amount in relation to the royalty on Coated Products as cost of revenue. The Company no longer sells the first generation Coated Product. 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. No amounts were received during the years ended December 31, 2019 and 2018. 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 $1,396 and $1,383 as of December 31, 2019 and 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 $4 in royalty expense for the year ended December 31, 2019 and a royalty liability for the same amount at December 31, 2019 and an immaterial expense and liability for the year ended December 31, 2018. 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 December 31, 2019 and 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 December 31, 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 Certificate. The Company has not reached the Initial Licensing Proceeds Milestone as of December 31, 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 June 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 December 31, 2019 and 2018 in the amount of $1,872 and $1,953, respectively. For the year ended December 31, 2019, the Company recorded a gain on change in fair value of Contingent Royalty Obligation in the amount of $81. For the year ended December 31, 2018, the Company recorded a loss on change in fair value of Contingent Royalty Obligation in the amount of $291. Manufacturing Component Purchase Obligations The Company utilizes two primary 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 December 31, 2019, the Company expects to pay $71 under manufacturing-related supplier arrangements within the next year, substantially all of which is noncancelable. Other Commitments and Contingencies 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 consolidated financial statements. Any serious disruption with the Company’s suppliers or customers due to the COVID-19 outbreak could impair the Company’s ability to meet and/or generate demand for its product, which may negatively impact the Company’s revenue, financial condition and commercial operations. Such outbreaks could also result in delays in or the suspension of the Company’s research and product development activities, regulatory work streams, its clinical studies and other important functions. Additionally, the Company’s business may be harmed if, in connection with an outbreak, the Company’s customers seek to limit or prevent access by the Company’s sales and clinical support teams to their facilities, which the Company has already experienced in certain locations, or if the Company’s customers postpone elective procedures while their resources are diverted to addressing such an outbreak. Any serious disruption with the Company’s operations due to the COVID-19 outbreak could impair the Company’s ability to generate sufficient cash to repay its debt obligations when they become due and payable, either when they mature, or in the event of a default, which will cause the Company to breach its covenants and may negatively impact the Company’s business operations, financial condition, and results of operations. The Company is unable to predict the outcome of these matters and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – 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 year ended December 31, 2018, the Company recorded $4, 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 LLC Beginning in the fourth quarter of 2017, the Company began to make payments to FreeHold Surgical LLC ("FreeHold"), a wholly owned subsidiary of Orchestra BioMed, Inc., an entity in which David Hochman, the Chairman of our board of directors, served as director, and Darren Sherman, a member of our board of directors, served as a director and as 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 $8 recorded as accounts payable to FreeHold. For the year ended December 31, 2018, the Company recorded $192 as general and administrative expense related to this arrangement. There is no expense and liability to FreeHold for the year ended December 31, 2019. Shared Space Agreement As of December 31, 2019, the Company has a related party receivable in the amount of $18 for 2019 usage of office space in relation to the license agreement (the "Shared Space Agreement") entered into with Orchestra BioMed, Inc., a greater than 5% holder of the Company's common stock and entity in which David Hochman, the Chairman of the Company's board of directors, serves as the Chairman of the board of directors and chief executive officer, and Darren Sherman, a member of the Company's board of directors, serves as a director and as president and chief operating officer (see Note 12). In January 2020, Orchestra BioMed, Inc. paid the Company a one-time fee of $28.5, upon entering into the Shared Space Agreement, of which $10.5 was payment for occupancy of the office space in January 2020 prior to the effective date of the Shared Space Agreement, and $18 was payment of the receivable for 2019 usage of the office space. Orchestra BioMed, Inc. will continue to pay a monthly license fee to the Company until the expiration of the Shared Space Agreement in September 2024. Aggregate license fees will generally range from approximately $162 to approximately $198 in any given calendar year during the term of the Shared Space Agreement. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 9 – Shareholders’ Equity Initial Public Offering On February 16, 2018, the Company closed its IPO in which it sold 3,500,000 shares of the Company’s common stock at a public offering price of $5.00 per share. In connection with the closing of the IPO, (1) the Company received net proceeds of approximately $15,000 after deducting underwriting discounts and commissions of $1,400 and other offering expenses of approximately $1,100, (2) the amendment to the registration rights agreement described below became effective, (3) the amendment to the Certificate of Designation described above in Note 7 became effective, (4) all outstanding shares of Series A Convertible Preferred Stock converted, on a one-to-one basis, into shares of the Company’s common stock, (5) the Company issued the Royalty Payment Rights Certificates as described in Note 7, and (6) the Company issued warrants to certain of the former Series A Convertible Preferred Stock holders, pursuant to the amendment to the Registration Rights Agreement, the amendment to the Certificate of Designation, and the execution of a lock up agreement, to purchase an aggregate of 1,095,682 shares of the Company’s common stock (the “Ten Percent Warrants”). The Ten Percent Warrants are currently exercisable, have a five-year term, and provide for cashless exercise. In addition, the Company granted the representative of the several underwriters in the IPO (the “Representative”) a 30-day option (the “Over-Allotment Option”) to purchase up to an aggregate 525,000 additional shares of the Company’s common stock at an exercise price of $5.00 per share. The Ten Percent Warrants were valued using the Black-Scholes option pricing model using the following assumptions, (i), exercise price of $5.00 (ii) expected life of 5 years, (iii) volatility of 67.08%, (iv) risk-free rate of 2.63%, and (v) dividend rate of zero. For the year ended December 31, 2018, the Company recorded $3,156 for the fair value of the Ten Percent Warrants as warrant expense in the accompanying consolidated statement of comprehensive loss. On March 12, 2018, the Company issued an additional 56,000 shares of its common stock at a price of $5.00 per share, pursuant to the Representative’s partial exercise of the Over-Allotment Option. In connection with the closing of the partial exercise of the Over-Allotment Option, the Company received net proceeds of $258 after deducting underwriting discounts and commissions of $22. Follow On Public Offering On December 24, 2018, the Company completed a follow on underwritten public offering of 5,750,000 shares of the Company’s common stock at a public offering price of $2.70 per share (the “Follow On Offering”), inclusive of 750,000 shares issued pursuant to the full exercise of the underwriters option to purchase up to an additional 750,000 shares (the “Underwriters Option”) of the Company’s common stock in connection with the Follow On Offering. Net proceeds from the Follow On Offering were approximately $14,036, inclusive of $1,883 pursuant to the full exercise of the Underwriters Option, after deducting, in the aggregate, underwriting discounts and commissions $1,086 and other offering expenses of approximately $402. Issuance of Common Stock On March 27, 2018, the Company’s Board of Directors approved the issuance of 15,000 shares of the Company’s common stock to a third party for services to be provided. The stock vests immediately and is subject to a lock-up through February 14, 2019. The Company recorded the fair market value of the stock as stock-based compensation in the amount of $69. 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. On November 26, 2019, the Company issued 15,070 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 $9 and $67 as general and administrative expense in the accompanying consolidated statements of comprehensive loss in relation to the consulting agreement for the years ended December 31, 2019 and 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 $31 and $95 as general and administrative expense in the accompanying consolidated statement of comprehensive loss for the years ended December 31, 2019 and 2018, respectively. As of and December 31, 2019 and 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 was expensed using the straight-line method over thirteen months, the expected term of the agreement. The Company recorded $317 and $277 as general and administrative expense in the accompanying consolidated statements of comprehensive loss for the years ended December 31, 2019 and 2018, respectively. As of December 31, 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 was expensed using the straight-line method over nine months. The Company recorded $90 as general and administrative expense in the accompanying consolidated statement of comprehensive loss for the year ended December 31, 2019. 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 $55 as general and administrative expense in the accompanying consolidated statement of comprehensive loss for the year ended December 31, 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 in 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 $30 which was expensed as general and administrative expense in the accompanying consolidated statement of comprehensive loss for the year ended December 31, 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 Firm agreed not to include any Employment Buy-Out Payments stipulated in the agreement as a calculation in the Firm’s fee as these Employment Buy-Out Payments were deemed to be earned at the CEO’s previous place of employment. The Employment Buy-Out Payments represent any cash and equity bonuses earned that the CEO forfeited upon departing his previous place of employment, thus the Employment Buy-Out Payments were not considered in the True-up Payment. 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. The Company valued the entire agreement and recorded $251 as general and administrative expense for the year ended December 31, 2018 as follows: (i) $158 earned for one-third of $475 paid 75% in cash and 25% by issuing the a variable number of warrants, and (ii) $93 for the estimated cash portion of the True-up Payment that will also be paid 75% in cash and 25% by issuing a variable number of warrants. During the year ended December 31, 2018, the Company paid $119 and issued a warrant to purchase 7,917 shares of the Company’s common stock, with an exercise price of $5.00 per share and expires on November 8, 2021, as payment for the cash and equity components for the initial base salary measurement. As of December 31, 2018, the Company has recorded $93 in accounts payable and accrued expenses in relation to this agreement. 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 issued on November 13, 2019. For the year end December 31, 2019 the Company recorded the fair value of the warrants issued as additional paid in capital in the amount of $4. As of December 31, 2019, the Company has no further liability in relation to the Firm’s compensation. 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 at January 1, 2018 1,340,869 $ 5.07 4.03 $ - Granted 1,288,599 5.42 Outstanding at December 31, 2018 2,629,468 5.24 3.58 - Granted 141,333 5.62 Forfeited/cancelled (25,000 ) 7.39 Outstanding and exercisable at December 31, 2019 2,745,801 $ 5.24 2.58 $ - Stock Options 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, 2020, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,728,665 shares. Under the 2016 Plan, effective as of January 1, 2020, the maximum number of shares of the Company’s common stock authorized for issuance is 5,656,324. As of December 31, 2019, there were 147,867 shares of common stock available for future grant under the 2016 Plan. 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 January 1, 2018 1,803,094 $ 4.41 8.86 $ 421 Granted 812,000 4.16 Exercised (15,292 ) 3.31 6 Forfeited/cancelled (79,701 ) 4.63 1 Outstanding at December 31, 2018 2,520,101 4.32 8.72 - Granted 1,242,144 4.02 Exercised (416 ) 3.78 * Forfeited/cancelled (245,297 ) 4.24 Outstanding at December 31, 2019 3,516,532 $ 4.22 7.91 $ - *represents amount less than $1,000 The options granted during the years ended December 31, 2019 and 2018 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: For the year ended December 31, 2019 2018 Expected term, in years 5.8 5.8 Expected volatility 72.89 % 68.72 % Risk-free interest rate 2.34 % 3.01 % Dividend yield - - Grant date fair value $ 2.58 $ 2.59 At December 31, 2019, unamortized share based compensation for stock options was $3,402, with a weighted-average recognition period of 1.06 years. At December 31, 2019, outstanding options to purchase 1,937,106 shares of common stock were exercisable with a weighted-average exercise price per share of $4.35. For the years ended December 31, 2019 and 2018, the Company recorded $2,393 and $1,832, 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 $280 and $51 as general and administrative expense in the accompanying consolidated statements of comprehensive loss for the years ended December 31, 2019 and 2018, 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 Aggregate Nonvested at December 31, 2018 165,000 $ 810 Granted 76,112 329 Vested (55,523 ) (264 ) Nonvested at December 31, 2019 185,589 $ 875 At December 31, 2019, unamortized stock compensation for restricted stock units was $811, with a weighted-average recognition period of 1.55 years. Share Based Compensation The following table sets forth total non-cash share based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit awards by operating statement classification for the years ended December 31, 2019 and 2018: December 31, 2019 2018 Research and development $ 697 $ 170 Sales and marketing 325 158 General and administrative 2,183 2,147 Total (1), (2) $ 3,205 $ 2,475 (1) As of December 31, 2019 and 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 December 31, 2019 and 2018, the Company recorded a warrant liability in the amount of $0 and $22, respectively, for the value of warrants to be issued for services provided. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company's deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, "Income Taxes," the Company recorded a valuation allowance to fully offset the gross deferred tax asset, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2019 and 2018. At December 31, 2019 and 2018, the Company had deferred tax assets of $17.3 million and $12.1 million, respectively, against which a full valuation allowance of $17.3 million and $12.1 million, respectively, had been recorded. The change in the valuation allowance for the year ended December 31, 2019 was an increase of $5.2 million. The increase in the valuation allowance for the year ended December 31, 2019 was mainly attributable to increases in net operating losses and non-deductible share based compensation, which resulted in an increase in the deferred tax assets with a corresponding valuation allowance. Significant components of the Company's deferred tax assets at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards – Federal and state $ 2,183 1,413 Net operating loss carryforwards – Israel 12,680 8,453 Share based compensation 1,004 735 Accrued liabilities 1,399 1,543 Gross deferred tax assets 17,266 12,144 Valuation allowance (17,266 ) (12,144 ) Gross deferred tax assets after valuation allowance $ — $ — A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 2018 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.9 1.1 U.S. vs. foreign tax rate differential 1.7 0.9 Non-deductible expenses (1.4 ) (3.7 ) Change in valuation allowance (22.2 ) (19.3 ) Effective tax rate — % — % The Company had approximately $71.0 million and $48.2 million of gross net operating loss ("NOL") carryforwards (federal, state and Israel) as of December 31, 2019 and 2018, respectively. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. A reconciliation of the Company's NOLs for the years ended December 31, 2019 and 2018 is as follows: December 31, 2019 2018 U.S. Federal NOL's $ 8,630 $ 5,720 U.S. State NOL's 7,219 5,720 Israel NOL's 55,132 36,751 Total NOL's $ 70,981 $ 48,191 The Company's federal and state NOL's of $3.3 million and $7.2 million, respectively, begin to expire after 2036 through 2040. The Company's federal NOL of $5.3 million, generated since 2018, and the Israel NOL of $55.1 million do not expire. The Company follows guidance on accounting for uncertainty in income taxes which prescribes a minimum threshold a tax position is required to meet before being recognized in the financial statements. The Company does not have any liabilities as of December 31, 2019 and 2018 to account for potential income tax exposure. The Company is obligated to file income tax returns in the U.S. federal jurisdiction, several U.S. States and Israel. Since the Company had losses in the past, all prior years that generated net operating loss carry-forwards are open and subject to audit examination in relation to the net operating loss generated from those years. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 11 – Segment Information The Company's Chief Executive Officer ("CEO") has been identified as the chief operating decision maker. The CEO evaluates the performance of the Company and allocates resources based on the information provided by the Company's internal management system at a consolidated level. The Company has determined that it has only one operating segment. Revenues from external customers are attributed to geographic areas based on location of the contracting customers. 2019 2018 Revenue in Israel $ - $ - Revenue in United States 107 36 Total $ 107 $ 36 Long lived assets (property and equipment) attributed to geographic areas are as follows: 2019 2018 Property and equipment in Israel $ 903 $ 662 Property and equipment in United States 153 184 Total $ 1,056 $ 846 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events The Company has analyzed its operations subsequent to December 31, 2019 and noted the following subsequent events: On January 22, 2020, the Company entered into a license agreement (the "Shared Space Agreement") with Orchestra BioMed, Inc., a greater than 5% holder of the Company's common stock and in which David Hochman, the Chairman of the Company's board of directors, serves as the Chairman of the board of directors and chief executive officer, and Darren Sherman, a member of the Company's board of directors, serves as a director and as president and chief operating officer, to grant the use of 35% of the Fort Lauderdale premises and shall expand to approximately 60% to 70% of the premises during the term. The term expires on September 14, 2024. The Company charged a one-time license fee in the amount of $29 upon entering into the agreement. The Company charges a license fee in monthly installments which increases during the term on specific dates that correspond to the approximate increase in use size. The monthly license fee ranges from $12 to $17. On February 6, 2020, the Company's Compensation Committee approved the issuance of 260,153 options, in the aggregate, to executives and directors which vest over a three-year period on a quarterly basis to purchase shares of the Company's common stock with an exercise price equal to $2.16 per share of common stock. On February 6, 2020, the Company's Compensation Committee approved the issuance of 260,153 restricted stock unit awards, in the aggregate, to executives and directors which vests over a three-year period on a quarterly basis. On February 6, 2020, the Company's Compensation Committee approved the issuance of 831,014 options to employees which vest over a three-year period on a quarterly basis to purchase shares of the Company's common stock with an exercise price equal to $2.16 per share of common stock. On February 6, 2020, the Company entered into a services agreement whereby it agreed to issue warrants to purchase 120,000 shares of common stock of the Company. The warrants will vest over a one-year period on a monthly basis and expire three years from the date of issuance. 60,000 of the granted warrants are exercisable at a price equal to $2.16 per share of common stock, and 60,000 of the remaining warrants granted are exercisable at a price equal to $3.50 per share of common stock. On February 21, 2020, the Company issued 15,070 shares of common stock upon the vesting of 15,070 restricted stock unit awards. On March 27, 2020 the Company adopted the 2020 Plan to better align the Company's cost structure with the resources required to more efficiently and effectively execute on its commercial strategy of creating a strong foundation in the market by establishing national and regional hospitals networks as Pure Vu reference centers. Most significantly, the 2020 Plan will result in the reduction of the Company's overall headcount by approximately 50%, including a material reduction of the Company's commercial team, the implementation of tighter expense controls, and the termination of the lease of the Company's planned corporate office facility in Norwood, Massachusetts. On March 11, 2020, the Company entered into a lease for a facility in Norwood, Massachusetts. Prior to occupying the space, on March 30, 2019, the Company executed a lease termination agreement with the landlord of the facility for the early termination of the lease. The termination agreement requires the Company to pay a termination fee and releases the Company from any further obligations under the lease, effective upon the payment of the termination fee. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("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 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 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 equity 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 consolidated statement of comprehensive loss. Realized gains or losses on mutual fund transactions are reported in the 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 years ended December 31, 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 – This type of arrangement for the first generation system was 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, and the customer controls physical access to the Workstation while controlling the utility and output during the term of the arrangement. The second generation Pure-Vu System – Commercial placements of the second generation system include the Workstation, sale of the Disposables, and a service plan. The Workstation is operational without any significant customization and modification and the Disposables are specialized consumables that are readily available for purchase from the Company. Therefore, revenue from the sale of a Workstation is recognized after the customer commits to purchase the Workstation and the Workstation is delivered, which is when title is transferred. Disposables are identified as a separate performance obligation, and therefore, revenue from the sale of Disposables is recognized when the Disposables are delivered to the customer and title is transferred. A free one-year service plan is included with the purchase of any second generation Pure-Vu Workstation. An extended service plan with varying support and maintenance of the Workstation is offered for sale after the free one-year service plan period. In the case of the free one-year service plan, a portion of the Workstation sales price is deferred and recognized ratably over the one-year service plan term based upon the relative standalone value. The standalone selling price of the Workstation is set at the beginning of the contract based on observable prices from standalone sales of the Workstation, however, at times, the Company has offered discounts from that price to certain customers. The standalone sales price of the one year service plan is based on the expected costs of replacement parts and direct costs to perform the service plus a standard margin, as set by the Company. The standard margin assumed is consistent with the margin expected in pricing the extended service plan. Revenue for the extended service plans is recognized ratably over the term of the service plan contract period. At times, the Company may include a limited time free trial to potential customers to evaluate the Workstation for a period of up to 180 days. Management does not collect any upfront payments or deposits prior to commencing a free trial period. No revenue is recognized for the Workstation during the duration of a free trial, however, any Disposables purchased by the evaluator are recognized when delivered, as described above. During the years ended December 31, 2019 and 2018, the Company recognized revenue of $107 and $36, respectively. Revenue is comprised of the sale of Workstations and Disposables. Deferred revenue was de minimis at December 31, 2019 and $0 at December 31, 2018. The Company has contract assets related to accounts receivable of approximately $65 and $5 at December 31, 2019 and 2018, respectively. |
Contract Costs | Contract Costs Incremental commissions are paid to sales representatives upon certain eligible sales, which are paid upon execution of the sales agreement. The guidance within ASC 606 provides a practical expedient if the amortization period of the assets that the entity otherwise would have recognized is one year or less. The Company chose to apply the available practical expedient as the commission paid on eligible sales orders relates to the period in which the sales order was fulfilled. For the years ending December 31, 2019 and 2018, commissions paid on eligible sales orders were $27 and $0, respectively. |
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 December 31, 2019 and 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 years ended December 31, 2019 and 2018, an inventory write-down charge of $76 and $364, respectively, was recorded. Inventory at December 31, 2019 and 2018 consisted of the following: December 31, 2019 2018 Raw materials $ 294 $ 23 Work-in-process 124 - Finished goods 596 - Ending inventory $ 1,014 $ 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 consolidated statement of comprehensive loss or its 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: December 31, 2019 2018 Office equipment $ 148 $ 144 Computers and software 335 284 Machinery 455 329 Lab and medical equipment 568 391 Leasehold improvements 180 105 Total 1,686 1,253 Less: accumulated depreciation and amortization (630 ) (407 ) Fixed assets, net $ 1,056 $ 846 Depreciation and amortization expense for the years ended December 31, 2019 and 2018 is $223 and $152, respectively. For the year ended December 31, 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. No write-down charge was recorded for the year ended December 31, 2018. |
Share Based Compensation | Share based compensation 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 Share 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 consolidated statements 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 | Research and development expenses Research and development expenses are charged to the 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. |
Debt issuance costs | Debt issuance costs Debt issuance costs represent the costs associated with the issuance of a debt instrument and are amortized using the effective interest method over the life of the related debt instrument. The Company records debt issuance costs as a debt discount and is a reduction of the carrying amount of the debt liability. |
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 December 31, 2019 and 2018, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a quarterly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. There are currently no open Federal or State audits. The Company has not recorded any liability for uncertain tax positions at December 31, 2019 or December 31, 2018. For the years ended December 31, 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 years ended December 31, 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 instrument 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 years ended December 31, 2019 and 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 December 31, 2019 and 2018: December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 8,203 $ - $ - $ 8,203 Liabilities Contingent royalty obligation $ - $ - $ 1,872 $ 1,872 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 7), the Company used the discounted cash flow method as of December 31, 2019 and 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 years ended December 31, 2019 and 2018: Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2017 $ 1,662 Change in estimated fair value of contingent royalty obligation 291 Balance at December 31, 2018 1,953 Change in estimated fair value of contingent royalty obligation (81 ) Balance at December 31, 2019 $ 1,872 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 December 31, 2019 and 2018, respectively, and 2) rate of royalty payment of 3% as of December 31, 2019 and 2018. For the year ended December 31, 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 $182 and a 2% increase in the discount rate would decrease the liability by approximately $162. |
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. In November 2019, the FASB issued ASU 2019-10, "Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)," which defers the effective date for public filers that are considered small reporting companies ("SRC") as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company's financial statements and disclosures. 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 all entities for fiscal years ending after December 15, 2019. The adoption of ASU 2018-13 is not expected to have a material impact on the Company's financial position or results of operations upon adoption. 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, and is effective for public business entities for fiscal years beginning after December 15, 2019. The adoption of ASU 2018-15 is not expected to have a material impact on the Company's financial position or results of operations upon adoption. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of inventory | Inventory at December 31, 2019 and 2018 consisted of the following: December 31, 2019 2018 Raw materials $ 294 $ 23 Work-in-process 124 - Finished goods 596 - Ending inventory $ 1,014 $ 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: December 31, 2019 2018 Office equipment $ 148 $ 144 Computers and software 335 284 Machinery 455 329 Lab and medical equipment 568 391 Leasehold improvements 180 105 Total 1,686 1,253 Less: accumulated depreciation and amortization (630 ) (407 ) Fixed assets, net $ 1,056 $ 846 |
Schedule of fair value of financial assets and liabilities | December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 8,203 $ - $ - $ 8,203 Liabilities Contingent royalty obligation $ - $ - $ 1,872 $ 1,872 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 | Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2017 $ 1,662 Change in estimated fair value of contingent royalty obligation 291 Balance at December 31, 2018 1,953 Change in estimated fair value of contingent royalty obligation (81 ) Balance at December 31, 2019 $ 1,872 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2019 and 2018: December 31, 2019 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 8,198 $ 8,203 Total $ 8,198 $ 8,203 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) | 12 Months Ended |
Dec. 31, 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. 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 $347 during the year ended December 31, 2019. Other information: Weighted average remaining lease term – operating leases, in years 4.10 Weighted average discount rate – operating leases 7.67 % |
Schedule of payments under non-cancellable operating leases | Future minimum lease payments under non-cancellable operating leases as of December 31, 2019 were as follows: Twelve Months Ended December 31, Amount 2020 $ 331 2021 278 2022 264 2023 184 2024 142 Total future minimum lease payments $ 1,199 Imputed interest (165 ) Total liability $ 1,034 Future minimum lease payments under non-cancellable operating leases as of December 31, 2018 were as follows: Twelve Months Ended December 31, Amount 2019 $ 376 2020 282 2021 207 2022 181 2023 184 Thereafter 157 Total liability $ 1,387 |
Term Debt (Tables)
Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of future maturities of long-term debt | Future maturities of the Term Debt are as follows: Years Ending December 31, Amount 2020 $ - 2021 - 2022 4,000 2023 4,000 Total 8,000 Less unamortized debt issuance costs (246 ) Total Term Debt, less debt issuance costs $ 7,754 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of warrants | Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 1,340,869 $ 5.07 4.03 $ - Granted 1,288,599 5.42 Outstanding at December 31, 2018 2,629,468 5.24 3.58 - Granted 141,333 5.62 Forfeited/cancelled (25,000 ) 7.39 Outstanding and exercisable at December 31, 2019 2,745,801 $ 5.24 2.58 $ - |
Schedule of stock option activity | Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 1,803,094 $ 4.41 8.86 $ 421 Granted 812,000 4.16 Exercised (15,292 ) 3.31 6 Forfeited/cancelled (79,701 ) 4.63 1 Outstanding at December 31, 2018 2,520,101 4.32 8.72 - Granted 1,242,144 4.02 Exercised (416 ) 3.78 * Forfeited/cancelled (245,297 ) 4.24 Outstanding at December 31, 2019 3,516,532 $ 4.22 7.91 $ - *represents amount less than $1,000 |
Schedule of option pricing model using weighted average assumptions | For the year ended December 31, 2019 2018 Expected term, in years 5.8 5.8 Expected volatility 72.89 % 68.72 % Risk-free interest rate 2.34 % 3.01 % Dividend yield - - Grant date fair value $ 2.58 $ 2.59 |
Schedule of restricted stock unit awards activity | Number of Shares Aggregate Nonvested at December 31, 2018 165,000 $ 810 Granted 76,112 329 Vested (55,523 ) (264 ) Nonvested at December 31, 2019 185,589 $ 875 |
Schedule of share based compensation | December 31, 2019 2018 Research and development $ 697 $ 170 Sales and marketing 325 158 General and administrative 2,183 2,147 Total (1), (2) $ 3,205 $ 2,475 (1) As of December 31, 2019 and 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 December 31, 2019 and 2018, the Company recorded a warrant liability in the amount of $0 and $22, respectively, for the value of warrants to be issued for services provided. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | Significant components of the Company's deferred tax assets at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards – Federal and state $ 2,183 1,413 Net operating loss carryforwards – Israel 12,680 8,453 Share based compensation 1,004 735 Accrued liabilities 1,399 1,543 Gross deferred tax assets 17,266 12,144 Valuation allowance (17,266 ) (12,144 ) Gross deferred tax assets after valuation allowance $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 2018 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.9 1.1 U.S. vs. foreign tax rate differential 1.7 0.9 Non-deductible expenses (1.4 ) (3.7 ) Change in valuation allowance (22.2 ) (19.3 ) Effective tax rate — % — % |
Schedule of reconciliation NOLs | A reconciliation of the Company's NOLs for the years ended December 31, 2019 and 2018 is as follows: December 31, 2019 2018 U.S. Federal NOL's $ 8,630 $ 5,720 U.S. State NOL's 7,219 5,720 Israel NOL's 55,132 36,751 Total NOL's $ 70,981 $ 48,191 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of revenues from external customers are attributed to geographic areas | 2019 2018 Revenue in Israel $ - $ - Revenue in United States 107 36 Total $ 107 $ 36 |
Schedule of long lived assets attributed to geographic areas | 2019 2018 Property and equipment in Israel $ 903 $ 662 Property and equipment in United States 153 184 Total $ 1,056 $ 846 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 13, 2019 | |
Accumulated deficit | $ (84,464) | $ (61,378) | |
Total current assets | 30,167 | 22,051 | |
Total current liabilities | 11,344 | 2,393 | |
Working capital | 26,577 | ||
Cash and cash equivalents and investments | 28,731 | ||
Net loss | $ (23,086) | $ (22,257) | |
Term debt under loan agreement | $ 8,000 | ||
Percentage of materials | 50.00% | ||
Silicon Valley Bank [Member] | |||
Unrestricted cash | $ 10,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw materials | $ 294 | $ 23 |
Work-in-process | 124 | |
Finished goods | 596 | |
Ending inventory | $ 1,014 | $ 23 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 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 |
Leasehold improvements [Member] | |
Useful lies, description | Shorter of lease term or useful life |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 1,686 | $ 1,253 |
Less: accumulated depreciation and amortization | (630) | (407) |
Fixed assets, net | 1,056 | 846 |
Office equipment [Member] | ||
Total | 148 | 144 |
Computers and software [Member] | ||
Total | 335 | 284 |
Machinery [Member] | ||
Total | 455 | 329 |
Lab and medical equipment [Member] | ||
Total | 568 | 391 |
Leasehold improvements [Member] | ||
Total | $ 180 | $ 105 |
Significant Accounting Polici_7
Significant Accounting Policies (Details 3) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Investments | $ 8,203 | $ 3,043 |
Liabilities | ||
Contingent royalty obligation | 1,872 | 1,953 |
Level 1 [Member] | ||
Assets | ||
Investments | 8,203 | 3,043 |
Liabilities | ||
Contingent royalty obligation | ||
Level 2 [Member] | ||
Assets | ||
Investments | ||
Liabilities | ||
Contingent royalty obligation | ||
Level 3 [Member] | ||
Assets | ||
Investments | ||
Liabilities | ||
Contingent royalty obligation | $ 1,872 | $ 1,953 |
Significant Accounting Polici_8
Significant Accounting Policies (Details 4) - Contingent Royalty Obligation [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | $ 1,953 | $ 1,662 |
Change in estimated fair value of contingent royalty obligation | (81) | 291 |
Balance at ending | $ 1,872 | $ 1,953 |
Significant Accounting Polici_9
Significant Accounting Policies (Details Narrative) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 02, 2019USD ($) | |
Revenue recognized | $ 107 | $ 36 | |
Allowance for doubtful accounts | 0 | 0 | |
Inventory write-down charge | 76 | 364 | |
Depreciation and amortization expense | 223 | 152 | |
ROU assets | 1,065 | $ 1,065 | |
Lease liabilities | $ 1,074 | ||
Contract assets related to accounts receivable | 65 | 5 | |
Commissions paid | 27 | 0 | |
Deferred revenue | $ 0 | ||
General and Administrative [Member] | |||
Fixed asset impairment charge | $ 35 | ||
Discount Rate [Member] | |||
Discount rate | 0.21 | 0.20 | |
Discount Rate [Member] | Maximum [Member] | |||
Increase (Decrease) in discount rate | 21.00% | ||
Increase (Decrease) in liability | $ 182 | ||
Discount Rate [Member] | Minimum [Member] | |||
Increase (Decrease) in discount rate | 20.00% | ||
Increase (Decrease) in liability | $ 162 | ||
Measurement Input, Royalty Payment Rate [Member] | |||
Discount rate | 0.03 | 0.03 |
Investments (Details)
Investments (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Amortized Cost | $ 8,198 | $ 3,043 |
Carrying value | 8,203 | 3,043 |
Mutual Fund [Member] | Available-for-sale Securities [Member] | ||
Amortized Cost | 8,198 | 3,043 |
Carrying value | $ 8,203 | $ 3,043 |
Leases (Details)
Leases (Details) | Dec. 31, 2019 |
Other Information: | |
Weighted average remaining lease term - operating leases, in years | 4 years 1 month 6 days |
Weighted average discount rate - operating leases | 7.67% |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Twelve Months Ended December 31, | ||
2019 | $ 376 | |
2020 | $ 331 | 282 |
2021 | 278 | 207 |
2022 | 264 | 181 |
2023 | 184 | 184 |
2024 | 142 | |
Thereafter | 157 | |
Total future minimum lease payments | 1,199 | |
Imputed interest | (165) | |
Total liability | $ 1,034 | $ 1,387 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Lease right-of-use asset | $ 1,065 | $ 1,065 | |
Operating lease liabilities | 1,074 | ||
Variable lease cost | 99 | ||
Related party sublease income | 18 | ||
Israel Lease [Member] | |||
Lease right-of-use asset | 176 | ||
General and Administrative [Member] | |||
Lease expense | 397 | $ 526 | |
Other Current and Non-Current Liabilities [Member] | |||
Operating lease liabilities | $ 347 | ||
Office [Member] | Florida [Member] | |||
Percentage of increase in annual base rent | 2.75% | ||
Expire date | Nov. 30, 2024 | ||
Office [Member] | Israel [Member] | |||
Percentage of increase in annual base rent | 4.00% | ||
Renewal Term | 3 years |
Term Debt (Details)
Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Years Ending December 31 | ||
2020 | ||
2021 | ||
2022 | 4,000 | |
2023 | 4,000 | |
Total | 7,754 | |
Less unamortized debt issuance costs | (246) | |
Total Term Debt, less debt issuance costs | $ 7,754 |
Term Debt (Details Narrative)
Term Debt (Details Narrative) - USD ($) $ in Thousands | Jan. 01, 2020 | Dec. 13, 2019 | Dec. 31, 2019 |
Term debt | $ 8,000 | ||
Matures date | Dec. 31, 2023 | ||
Debt issuance costs | $ 250 | ||
Amortized to interest expense | $ 4 | ||
Term debt, description | (i) one-half of one percent (0.50%) above the Prime Rate and (ii) five and one-half percent (5.50%). At December 31, 2019, the interest rate was 5.50%. The Term Debt is collateralized by substantially all assets of the Company. Additionally, the Company has pledged 65% of the outstanding capital stock in the Company's foreign subsidiary, Motus GI Medical Technologies, Ltd., to collateralize the Term Debt. | ||
Interest rate | 6.73% | ||
Cash | $ 3,000 | ||
Bank Least | $ 10,000 | ||
Subsequent Event [Member] | |||
Term debt, description | Interest payments will commence January 1, 2020, following each month until the maturity date. Principal payments will commence January 1, 2022, and continuing for 24 consecutive months thereafter. The Company may prepay all, but not less than all, of the outstanding principal balance of the Term Debt subject to prepayment premium of $240, plus all other sums, if any, that shall have become due and payable. | ||
SVB [Member] | |||
Bank Least | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | 12 Months Ended | 60 Months Ended | |
Dec. 31, 2019USD ($)Number | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | |
Other current liabilities | $ 270 | $ 253 | |
Contingent obligation | 1,872 | 1,953 | |
Severance costs | 1,319 | ||
Gain (loss) on change in fair value of Contingent Royalty Obligation | $ 81 | 291 | |
Number of outsourcing partners | Number | 2 | ||
Noncancelable payment | $ 71 | ||
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 | $ 1,332 | ||
Contingent obligation | $ 1,396 | $ 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 December 31, 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 $30,000. "Licensing" Proceeds is defined in the Certificate. The Company has not reached the Initial Licensing Proceeds Milestone as of December 31, 2019. | ||
Royalty Payment Rights Certificates [Member] | Series A Convertible Preferred Stock [Member] | Private Placement [Member] | |||
Percentage of dividend rate | 10.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 22, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | May 15, 2017 | |
Percentage of holder of common stock | 50.00% | ||||
Subsequent Event [Member] | |||||
License agreement, description | The Company entered into a license agreement (the "Shared Space Agreement") with Orchestra BioMed, Inc., a greater than 5% holder of our common stock and in which David Hochman, the Chairman of our board of directors, served as the Chairman of the board of directors, and Darren Sherman, a member of our board of directors, served as a director and chief operating officer, to grant the use of 35% of the Fort Lauderdale premises and shall expand to approximately 60% to 70% of the premises during the term. | ||||
Shared Space Agreement [Memeber] | |||||
Percentage of holder of common stock | 5.00% | ||||
Shared Space Agreement [Memeber] | Subsequent Event [Member] | |||||
Shared space agreement, description | The Company a one-time fee of $28.5, upon entering into the Shared Space agreement, of which $10.5 was payment for occupancy of the office space in January 2020 prior to the effective date of the Shared Space, Agreement, and $18 was payment of the receivable for 2019 usage of the office space. Orchestra BioMed, Inc. will continue to pay a monthly license fee to the Company until the expiration of the Shared Space Agreement in September 2024. Aggregate license fees will generally range from approximately $162 to approximately $198 in any given calendar year during the term of the Shared Space Agreement. | ||||
Sales & Marketing Services Arrangement [Member] | FreeHold Surgical, Inc. [Member] | |||||
Accounts payable | $ 8 | $ 8 | |||
General and administrative expense | 192 | ||||
Other current assets | $ 18 | ||||
Shareholder Loan [Member] | |||||
Principal balance | $ 122 | ||||
Loan interest rate | 3.40% | ||||
Finance income | $ 4 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right, Shares Underlying Warrants [Roll Forward] | ||
Outstanding at beginning | 2,629,468 | 1,340,869 |
Granted | 141,333 | 1,288,599 |
Forfeited/cancelled | (25,000) | |
Outstanding at ending | 2,745,801 | 2,629,468 |
Class of Warrant or Right, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning | $ 5.24 | $ 5.07 |
Granted | 5.62 | 5.42 |
Forfeited/cancelled | 7.39 | |
Outstanding at ending | $ 5.24 | $ 5.24 |
Class of Warrant or Right, Weighted average Remaining Contractual Life (years) [Roll Forward] | ||
Outstanding at beginning | 3 years 6 months 29 days | 4 years 11 days |
Outstanding at ending | 2 years 6 months 29 days | 3 years 6 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) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning | 2,520,101 | 1,803,094 | |
Granted | 1,242,144 | 812,000 | |
Exercised | (416) | (15,292) | |
Forfeited/canceled | (245,297) | (79,701) | |
Outstanding ending | 3,516,532 | 2,520,101 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding beginning | $ 4.32 | $ 4.41 | |
Granted | 4.02 | 4.16 | |
Exercised | 3.78 | 3.31 | |
Forfeited/canceled | 4.24 | 4.63 | |
Outstanding ending | $ 4.22 | $ 4.32 | |
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 | 8 years 10 months 10 days | |
Outstanding ending | 7 years 10 months 28 days | 8 years 8 months 19 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward] | |||
Outstanding beginning | $ 421 | ||
Exercised | [1] | $ 6 | |
Forfeited/canceled | $ 1 | ||
Outstanding ending | |||
[1] | represents amount less than $1,000 |
Shareholders' Equity (Details 2
Shareholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Expected term, in years | 5 years 9 months 18 days | 5 years 9 months 18 days |
Expected volatility | 72.89% | 68.72% |
Risk-free interest rate | 2.34% | 3.01% |
Dividend yield | ||
Grant date fair value | $ 2.58 | $ 2.59 |
Shareholders' Equity (Details 3
Shareholders' Equity (Details 3) - Restricted Stock Units (RSUs) [Member] - $ / shares | Feb. 13, 2019 | Dec. 31, 2019 |
Number of Shares | ||
Nonvested at beginning | 165,000 | |
Granted | 76,112 | 76,112 |
Vested | (55,523) | |
Nonvested at ending | 185,589 | |
Aggregate Weighted Average Grant Date Fair Value | ||
Nonvested at beginning | $ 810 | |
Granted | 329 | |
Vested | (264) | |
Nonvested at ending | $ 875 |
Shareholders' Equity (Details 4
Shareholders' Equity (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Total | [1],[2] | $ 3,205 | $ 2,475 |
Research and Development [Member] | |||
Total | 697 | 170 | |
Sales and Marketing [Member] | |||
Total | 325 | 158 | |
General and Administrative [Member] | |||
Total | $ 2,183 | $ 2,147 | |
[1] | As of December 31, 2019 and 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 December 31, 2019 and 2018, the Company recorded a warrant liability in the amount of $0 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, 2019USD ($) | Aug. 20, 2019shares | Aug. 08, 2019$ / sharesshares | Jul. 10, 2019USD ($)$ / sharesshares | Jul. 02, 2019USD ($)$ / sharesshares | Mar. 05, 2019shares | Feb. 13, 2019USD ($)$ / sharesshares | Oct. 01, 2018shares | Jul. 03, 2018USD ($)Number$ / sharesshares | Jul. 02, 2018USD ($)$ / sharesshares | Jun. 06, 2018USD ($)$ / sharesshares | Mar. 12, 2018USD ($)$ / sharesshares | Nov. 26, 2019shares | Jan. 31, 2019USD ($)$ / sharesshares | Dec. 24, 2018USD ($)$ / sharesshares | Mar. 27, 2018USD ($)shares | Feb. 16, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 04, 2019USD ($)$ / sharesshares | Feb. 06, 2019$ / sharesshares | Jan. 02, 2019$ / sharesshares | Oct. 06, 2018$ / sharesshares | Oct. 02, 2018$ / sharesshares | Dec. 31, 2017$ / shares |
Number of options exercised | shares | 416 | 15,292 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3.78 | $ 3.31 | |||||||||||||||||||||||
Proceeds from exercise options | $ 2 | $ 48 | |||||||||||||||||||||||
Net proceeds | $ 20,000 | $ 31,000 | |||||||||||||||||||||||
Number of shares issued upon services | shares | 15,000 | ||||||||||||||||||||||||
Value of shares issued upon services | $ 69 | ||||||||||||||||||||||||
Option expected life | 5 years 9 months 18 days | 5 years 9 months 18 days | |||||||||||||||||||||||
Prepaid expense | $ 0 | $ 344 | |||||||||||||||||||||||
General and administrative expense | 9,497 | 8,547 | |||||||||||||||||||||||
Accounts payable and accrued expenses | 2,999 | 2,140 | |||||||||||||||||||||||
Unamortized stock compensation for stock options | $ 3,402 | ||||||||||||||||||||||||
Unamortized stock compensation for stock options period | 1 year 22 days | ||||||||||||||||||||||||
Number of outstanding options to purchase | shares | 1,937,106 | ||||||||||||||||||||||||
Weighted-average exercise price (in dollars per share) | $ / shares | $ 4.35 | ||||||||||||||||||||||||
Share based compensation expense related to stock options | $ 2,393 | 1,832 | |||||||||||||||||||||||
Liability in relation to the firm's compensation | $ 13,929 | $ 4,437 | |||||||||||||||||||||||
Company's common stock authorized for issuance | shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||
Number of common stock available for grant | shares | 1,242,144 | 812,000 | |||||||||||||||||||||||
Description of incentive plan | On January 1, 2020, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,728,665 shares. Under the 2016 Plan, effective as of January 1, 2020, the maximum number of shares of the Company's common stock authorized for issuance is 5,656,324. As of December 31, 2019, there were 147,867 shares of common stock available for future grant under the 2016 Plan. | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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 | $ 280 | $ 51 | |||||||||||||||||||||||
Unamortized stock compensation for stock options | $ 811 | ||||||||||||||||||||||||
Unamortized stock compensation for stock options period | 1 year 6 months 18 days | ||||||||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||||||||
Number of shares issued | shares | 5,750,000 | 3,500,000 | |||||||||||||||||||||||
Number of shares unissued | shares | 5 | ||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.70 | ||||||||||||||||||||||||
Net proceeds | $ 14,036 | $ 15,000 | |||||||||||||||||||||||
Underwriting discounts and commissions | 1,086 | 1,400 | |||||||||||||||||||||||
Other offering expenses | $ 402 | $ 1,100 | |||||||||||||||||||||||
Underwriters Option [Member] | |||||||||||||||||||||||||
Number of options exercised | shares | 750,000 | ||||||||||||||||||||||||
Number of shares issued | shares | 750,000 | ||||||||||||||||||||||||
Net proceeds | $ 1,883 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||
Number of shares issued | shares | 10,313 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Firm Compensation Consultant Expense [Member] | |||||||||||||||||||||||||
General and administrative expense | $ 251 | ||||||||||||||||||||||||
Description of consultant expense | (i) $158 earned for one-third of $475 paid 75% in cash and 25% by issuing the a variable number of warrants, and (ii) $93 for the estimated cash portion of the True-up Payment that will also be paid 75% in cash and 25% by issuing a variable number of warrants. During the year ended December 31, 2018, the Company paid $119 and issued a warrant to purchase 7,917 shares of the Company's common stock, with an exercise price of $5.00 per share and expires on November 8, 2021, as payment for the cash and equity components for the initial base salary measurement. As of December 31, 2018, the Company has recorded $93 in accounts payable and accrued expenses in relation to this agreement. | ||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 5.24 | $ 5.24 | $ 5.07 | ||||||||||||||||||||||
Value of shares issued upon services | $ 22 | $ 0 | |||||||||||||||||||||||
Common Stock [Member] | 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 | ||||||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||
Granted | shares | 165,000 | ||||||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | November 26, 2019 [Member] | |||||||||||||||||||||||||
Granted | shares | 165,000 | ||||||||||||||||||||||||
Common Stock [Member] | CEO And Executives [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||
Number of shares issued | shares | 30,140 | 15,070 | |||||||||||||||||||||||
Common Stock [Member] | Executive Officer [Member] | |||||||||||||||||||||||||
Granted | shares | 76,112 | ||||||||||||||||||||||||
Common Stock [Member] | Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | November 26, 2019 [Member] | |||||||||||||||||||||||||
Granted | shares | 76,112 | ||||||||||||||||||||||||
Nonforfeitable Shares Common Stock And Warrants [Member] | |||||||||||||||||||||||||
Prepaid expense | 0 | 27 | |||||||||||||||||||||||
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 | 55 | ||||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | November 2019 Consultant Warrant [Member] | Risk Free Interest Rate [Member] | |||||||||||||||||||||||||
Risk-free rate | 2.52% | ||||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | November 2019 Consultant Warrant [Member] | Volatility [Member] | |||||||||||||||||||||||||
Volatility rate | 67.43% | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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 | 90 | ||||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | |||||||||||||||||||||||||
Risk-free rate | 2.52% | ||||||||||||||||||||||||
Amended and Restated Employment Agreement [Member] | Warrant [Member] | Volatility [Member] | |||||||||||||||||||||||||
Volatility rate | 67.43% | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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 | 317 | |||||||||||||||||||||||
General and administrative expense | 317 | 277 | |||||||||||||||||||||||
Amendment Consulting Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | |||||||||||||||||||||||||
Volatility rate | 2.72% | ||||||||||||||||||||||||
Amendment Consulting Agreement [Member] | Warrant [Member] | Volatility [Member] | |||||||||||||||||||||||||
Volatility rate | 68.31% | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Amendment To Registration Rights Agreement And Certificate Of Designation [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||||
Number of shares issued | shares | 525,000 | ||||||||||||||||||||||||
Warrant term (in years) | 5 years | ||||||||||||||||||||||||
Amendment To Registration Rights Agreement And Certificate Of Designation [Member] | Series A Convertible Preferred Stock [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 5 | ||||||||||||||||||||||||
Net proceeds | $ 258 | ||||||||||||||||||||||||
Underwriting discounts and commissions | $ 22 | ||||||||||||||||||||||||
Number of additional shares issued | shares | 56,000 | ||||||||||||||||||||||||
Amendment To Registration Rights Agreement And Certificate Of Designation [Member] | Warrant [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Number of warrants purchased | shares | 1,095,682 | ||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 5 | ||||||||||||||||||||||||
Initial fair value | 3,156 | ||||||||||||||||||||||||
Amendment To Registration Rights Agreement And Certificate Of Designation [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Risk-free rate | 2.63% | ||||||||||||||||||||||||
Amendment To Registration Rights Agreement And Certificate Of Designation [Member] | Warrant [Member] | Volatility [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Volatility rate | 67.08% | ||||||||||||||||||||||||
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 | 31 | 95 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||||
Warrants, measurement input | Number | 0.6204 | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||||
Warrants, measurement input | Number | 0.6584 | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Consultant [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 | ||||||||||||||||||||||||
Expensed using the straight-line method | $ 95 | 76 | |||||||||||||||||||||||
General and administrative expense | 9 | 67 | |||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||||||||||||||
Risk-free rate | 2.34% | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||||||||||||||
Risk-free rate | 2.66% | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Consultant [Member] | |||||||||||||||||||||||||
Risk-free rate | 2.51% | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Volatility [Member] | Consultant [Member] | |||||||||||||||||||||||||
Volatility rate | 67.25% | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Expected Term [Member] | Minimum [Member] | |||||||||||||||||||||||||
Expected life | 1 year | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Expected Term [Member] | Maximum [Member] | |||||||||||||||||||||||||
Expected life | 2 years | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Expected Term [Member] | Consultant [Member] | |||||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Dividend Rate [Member] | |||||||||||||||||||||||||
Warrants, measurement input | 0 | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Dividend Rate [Member] | Consultant [Member] | |||||||||||||||||||||||||
Warrants, measurement input | 0 | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Volatility Three Months Ended [Member] | Consultant [Member] | |||||||||||||||||||||||||
Number of warrants purchased | shares | 30,000 | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Volatility [Member] | Consultant [Member] | |||||||||||||||||||||||||
Volatility rate | 67.28% | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Volatility [Member] | Consultant [Member] | |||||||||||||||||||||||||
Volatility rate | 69.23% | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Consultant [Member] | |||||||||||||||||||||||||
Risk-free rate | 2.81% | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Consultant [Member] | |||||||||||||||||||||||||
Risk-free rate | 0.307% | ||||||||||||||||||||||||
Consultant Agreement [Member] | August 2019 Consultant Warrants [Member] | Consultant [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 | ||||||||||||||||||||||||
Expensed using the straight-line method | $ 30 | ||||||||||||||||||||||||
Description of vesting terms | Vest in four equal tranches beginning November 1, 2019 through August 1, 2020. | ||||||||||||||||||||||||
Consultant Agreement [Member] | August 2019 Consultant Warrants [Member] | Risk Free Interest Rate [Member] | Consultant [Member] | |||||||||||||||||||||||||
Risk-free rate | 1.17% | ||||||||||||||||||||||||
Consultant Agreement [Member] | August 2019 Consultant Warrants [Member] | Volatility [Member] | Consultant [Member] | |||||||||||||||||||||||||
Volatility rate | 68.31% | ||||||||||||||||||||||||
Consultant Agreement [Member] | August 2019 Consultant Warrants [Member] | Expected Term [Member] | Consultant [Member] | |||||||||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||||||
Consultant Agreement [Member] | August 2019 Consultant Warrants [Member] | Dividend Rate [Member] | Consultant [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] | Minimum [Member] | |||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | 9 | ||||||||||||||||||||||||
Consultant Agreement [Member] | Warrant Issued With 10 Consecutive Trading Days [Member] | Maximum [Member] | |||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 13 | ||||||||||||||||||||||||
Firm Compensation Agreement [Member] | |||||||||||||||||||||||||
General and administrative expense | $ 251 | ||||||||||||||||||||||||
Cash payment | $ 57 | ||||||||||||||||||||||||
Firm Compensation Agreement [Member] | November 2019 Consultant Warrant [Member] | |||||||||||||||||||||||||
Number of warrants purchased | shares | 6,333 | ||||||||||||||||||||||||
Warrant exericse price (in dollars per share) | $ / shares | $ 3 | ||||||||||||||||||||||||
Warrant term (in years) | 3 years | ||||||||||||||||||||||||
Additional paid in capital in the amount | $ 4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards – Federal and state | $ 2,183 | $ 1,413 |
Net operating loss carryforwards – Israel | 12,680 | 8,453 |
Share based compensation | 1,004 | 735 |
Accrued liabilities | 1,399 | 1,543 |
Gross deferred tax assets | 17,266 | 12,144 |
Valuation allowance | (17,266) | (12,144) |
Gross deferred tax assets after valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 0.90% | 1.10% |
U.S. vs. foreign tax rate differential | 1.70% | 0.90% |
Non-deductible expenses | (1.40%) | (3.70%) |
Change in valuation allowance | (22.20%) | (19.30%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal NOL's | $ 8,630 | $ 5,720 |
U.S. State NOL's | 7,219 | 5,720 |
Israel NOL's | 55,132 | 36,751 |
Total NOL's | $ 70,981 | $ 48,191 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets | $ 17,300 | $ 12,100 |
Valuation allowance | $ 17,300 | 12,100 |
Ownership percentage | 50.00% | |
Federal and state NOL's | $ 70,981 | 48,191 |
Federal NOL | 8,630 | 5,720 |
Israel NOL | 55,132 | 36,751 |
NOL [Member] | ||
Valuation allowance | 5,200 | |
Gross net operating loss | 71,000 | 48,200 |
Federal and state NOL's | $ 3,300 | 7,200 |
Expire date, description | Begin to expire after 2036 through 2040. | |
Federal NOL | $ 5,300 | |
Israel NOL | $ 55,100 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total | $ 107 | $ 36 |
Revenue in Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | ||
Revenue in United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | $ 107 | $ 36 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Total | $ 1,056 | $ 846 |
Property And Equipment In Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | 903 | 662 |
Property And Equipment In United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | $ 153 | $ 184 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2020 | Feb. 13, 2019 | Mar. 27, 2020 | Feb. 21, 2020 | Jan. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Exercise price (in dollars per share) | $ 3.78 | $ 3.31 | |||||
Expected term, in years | 5 years 9 months 18 days | 5 years 9 months 18 days | |||||
Percentage of materials | 50.00% | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Expected term, in years | 4 years | ||||||
Subsequent Event [Member] | |||||||
Number of shares issued | 15,070 | ||||||
License agreement, description | The Company entered into a license agreement (the "Shared Space Agreement") with Orchestra BioMed, Inc., a greater than 5% holder of our common stock and in which David Hochman, the Chairman of our board of directors, served as the Chairman of the board of directors, and Darren Sherman, a member of our board of directors, served as a director and chief operating officer, to grant the use of 35% of the Fort Lauderdale premises and shall expand to approximately 60% to 70% of the premises during the term. | ||||||
License agreement expire date | Sep. 14, 2024 | ||||||
License fees | $ 29 | ||||||
Percentage of materials | 50.00% | ||||||
Subsequent Event [Member] | Warrant [Member] | |||||||
Number of shares issued | 120,000 | ||||||
Expected term, in years | 3 years | ||||||
Subsequent Event [Member] | Warrant [Member] | Issuance [Member] | |||||||
Exercise price (in dollars per share) | $ 2.16 | ||||||
Number of shares approved for issuance | 60,000 | ||||||
Subsequent Event [Member] | Warrant [Member] | Issuance One [Member] | |||||||
Exercise price (in dollars per share) | $ 3.50 | ||||||
Number of shares approved for issuance | 60,000 | ||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Number of shares issued | 15,070 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
License fees | 12 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
License fees | $ 17 | ||||||
Subsequent Event [Member] | Executives And Directors [Member] | |||||||
Number of shares issued | 260,153 | ||||||
Exercise price (in dollars per share) | $ 2.16 | ||||||
Expected term, in years | 3 years | ||||||
Subsequent Event [Member] | Executive [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Number of shares approved for issuance | 260,153 | ||||||
Subsequent Event [Member] | Employee [Member] | |||||||
Exercise price (in dollars per share) | $ 2.16 | ||||||
Number of shares approved for issuance | 831,014 |