Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | Qnergy Inc. |
Entity Central Index Key | 0001852639 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | ||||
Cash and cash equivalents | $ 2,937 | $ 4,444 | $ 2,071 | |
Accounts receivable | 2,952 | 1,178 | 1,283 | |
Prepaid expenses and other assets | 325 | 88 | 129 | |
Inventories, net | 2,264 | 2,581 | 2,129 | |
Total current assets | 8,478 | 8,291 | 5,612 | |
Property and equipment, net | 2,388 | 2,457 | 2,982 | |
Operating lease right-of-use assets | 856 | 904 | 1,086 | |
Other long-term assets | 50 | |||
Intangible assets, net | 1,737 | 1,771 | 1,907 | |
Total assets | 13,509 | 13,423 | 11,587 | |
Current liabilities: | ||||
Trade payables | 1,769 | 605 | 674 | |
Accrued expenses and other liabilities | 1,255 | 1,198 | 1,268 | |
Deferred revenues | 159 | 138 | 66 | |
Current maturities of long-term debt | 1,504 | 1,500 | 1,125 | |
Total current liabilities | 4,687 | 3,441 | 3,133 | |
Long-term operating lease liabilities | 676 | 744 | 940 | |
Long-term loans | 1,025 | 2,032 | 1,835 | |
Shareholders' loan | 6,166 | |||
Shareholders' convertible loans | 3,837 | |||
Conversion component of convertible loans | 703 | |||
Warrants to purchase preferred shares | 426 | 442 | 112 | |
Total liabilities | 6,814 | 6,659 | 16,726 | |
Preferred shares value | 29,703 | 29,703 | 12,820 | |
Shareholders' deficit: | ||||
Ordinary shares value | [1] | |||
Additional paid-in capital | 17,931 | 16,413 | 16,326 | |
Accumulated deficit | (40,939) | (39,352) | (34,285) | |
Total shareholders' deficit | (23,008) | (22,939) | (17,959) | |
Total liabilities, preferred shares and shareholders' deficit | $ 13,509 | $ 13,423 | $ 11,587 | |
[1] | Amount less than $1. |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Temporary equity shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity shares, authorized | 749,000 | 749,000 | 500,000 |
Temporary equity shares, issued | 733,273 | 733,273 | 500,000 |
Temporary equity shares, outstanding | 733,273 | 733,273 | 500,000 |
Temporary equity shares, liquidation preference | $ 55,000 | $ 55,000 | $ 20,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 2,001,000 | 2,001,000 | 1,500,000 |
Ordinary shares, shares issued | 1,000,000 | 1,000,000 | 1,000,000 |
Ordinary shares, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,585 | $ 2,244 | $ 8,603 | $ 8,771 |
Cost of revenues | 3,622 | 2,089 | 7,922 | 8,081 |
Gross profit | 963 | 155 | 681 | 690 |
Operating expenses: | ||||
Research and development | 635 | 568 | 2,015 | 2,210 |
Sales and marketing | 675 | 426 | 1,455 | 963 |
General and administrative | 1,847 | 333 | 1,311 | 1,217 |
Other Income | 653 | |||
Total operating expenses | 2,504 | 1,327 | 4,781 | 4,390 |
Operating loss | 1,541 | 1,172 | 4,100 | 3,700 |
Financial expenses, net | 46 | 536 | 967 | 1,346 |
Loss | $ 1,587 | $ 1,708 | $ 5,067 | $ 5,046 |
Loss per share attributable to ordinary shareholders, basic and diluted | $ 1.59 | $ 1.71 | $ 5.07 | $ 50.46 |
Weighted-average shares used in computing the loss per share attributable to ordinary shareholders, basic and diluted | 1,000,000 | 1,000,000 | 1,000,000 | 100,000 |
Statements of Preferred Shares
Statements of Preferred Shares and Shareholders' Deficit - USD ($) $ in Thousands | Preferred Shares [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |||
Beginning balance at Dec. 31, 2018 | [1] | [2] | $ 2,712 | $ (29,239) | $ (26,527) | |||
Beginning balance, shares at Dec. 31, 2018 | [1] | 100,000 | ||||||
Issuance of Ordinary shares and preferred shares | [3] | $ 12,820 | [1] | [2] | 13,341 | 13,341 | ||
Issuance of Ordinary shares and preferred shares, shares | [3] | 500,000 | [1] | 900,000 | ||||
Capital reserve related to loan from shareholders | [1] | 255 | 255 | |||||
Share-based compensation expense | [1] | 18 | 18 | |||||
Loss | [1] | (5,046) | 5,046 | |||||
Ending balance at Dec. 31, 2019 | $ 12,820 | [1] | [2] | 16,326 | (34,285) | (17,959) | ||
Ending balance, shares at Dec. 31, 2019 | 500,000 | [1] | 1,000,000 | |||||
Capital reserve related to loan from shareholders | 67 | 67 | ||||||
Share-based compensation expense | 6 | 6 | ||||||
Loss | (1,708) | 1,708 | ||||||
Ending balance at Mar. 31, 2020 | $ 12,820 | [1] | [2] | 16,399 | (35,993) | (19,594) | ||
Ending balance, shares at Mar. 31, 2020 | 500,000 | [1] | 1,000,000 | |||||
Beginning balance at Dec. 31, 2019 | $ 12,820 | [1] | [2] | 16,326 | (34,285) | (17,959) | ||
Beginning balance, shares at Dec. 31, 2019 | 500,000 | [1] | 1,000,000 | |||||
Issuance of series B preferred shares, net of issuance costs of $80 | [3] | $ 5,920 | [1] | |||||
Issuance of series B preferred shares, net of issuance costs of $80, shares | [1],[3] | 130,180 | ||||||
Conversion of shareholders' loan into preferred shares | [3] | $ 6,257 | [1] | |||||
Conversion of shareholders' loan into preferred shares, shares | [1],[3] | 1,000 | ||||||
Conversion of convertible loan into preferred shares | [3] | $ 4,706 | [1] | |||||
Conversion of convertible loan into preferred shares, shares | [1],[3] | 102,023 | ||||||
Capital reserve related to loan from shareholders | [1] | 67 | 67 | |||||
Share-based compensation expense | [1] | 20 | 20 | |||||
Loss | [1] | (5,067) | 5,067 | |||||
Ending balance at Dec. 31, 2020 | $ 29,703 | [1] | [2] | 16,413 | (39,352) | (22,939) | ||
Ending balance, shares at Dec. 31, 2020 | 733,273 | [1] | 1,000,000 | |||||
Share-based compensation expense | 1,518 | 1,518 | ||||||
Loss | (1,587) | 1,587 | ||||||
Ending balance at Mar. 31, 2021 | $ 29,703 | [1] | [2] | $ 17,931 | $ (40,939) | $ (23,008) | ||
Ending balance, shares at Mar. 31, 2021 | 733,273 | [1] | 1,000,000 | |||||
[1] | Includes Preferred A, A-1, B, and B-1 shares. | |||||||
[2] | Amount less than $1. | |||||||
[3] | See Note 11d. |
Statements of Preferred Share_2
Statements of Preferred Shares and Shareholders' Deficit (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Preferred B Shares [Member] | |
Shares net of issuance costs | $ 80 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Loss | $ 1,587 | $ 1,708 | $ 5,067 | $ 5,046 |
Adjustments to reconcile loss to net cash used in operating activities: | ||||
Depreciation of property and equipment | 150 | 277 | 770 | 551 |
Amortization of intangible assets | 34 | 34 | 136 | 136 |
Capital loss from sale of property and equipment | 9 | |||
Share-based compensation expense | 1,518 | 6 | 20 | 18 |
PPP Note forgiveness | (653) | |||
Finance expenses, net | (12) | 459 | 698 | 1,190 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,774) | 328 | 105 | (439) |
Prepaid expenses and other assets | (287) | (59) | 41 | (99) |
Inventories, net | 317 | (787) | (452) | (706) |
Operating lease right-of-use assets and liabilities, net | 14 | 28 | 8 | |
Trade payables | 1,164 | 577 | (69) | 135 |
Accrued expenses and other liabilities | 37 | (40) | (112) | 227 |
Deferred revenues | 21 | 73 | 72 | 66 |
Net cash used in operating activities | (1,072) | (826) | (3,830) | (3,950) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (81) | (117) | (245) | (169) |
Proceeds from sale of property and equipment | 4 | |||
Net cash used in investing activities | (81) | (117) | (245) | (165) |
Cash flows from financing activities: | ||||
Proceeds from issuance of preferred shares, net of issuance costs | 5,920 | |||
Proceeds from loans | 21 | 653 | 2,900 | |
Repayment of a loan | (375) | (125) | ||
Proceeds from convertible loans | 3,000 | |||
Proceeds from issuance of warrants | 100 | |||
Net cash used in financing activities | (354) | 6,448 | 6,000 | |
Net decrease in cash and cash equivalents | (1,507) | (943) | 2,373 | 1,885 |
Cash and cash equivalents at the beginning of the year | 4,444 | 2,071 | 2,071 | 186 |
Cash and cash equivalents at the end of the year | 2,937 | 1,128 | 4,444 | 2,071 |
Supplemental disclosures of cash flows | ||||
Interest paid | $ 58 | $ 75 | 268 | 102 |
Supplemental disclosures of noncash investing and financing information: | ||||
Conversion of shareholder's convertible loan into B-1 Preferred shares | 4,706 | |||
Conversion of shareholder's loan into A-1 Preferred shares | $ 6,257 | |||
Conversion of capital note into Ordinary shares | 26,161 | |||
Right-of-use asset recognized with corresponding lease liability | $ 1,242 |
General
General | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
General | NOTE 1:-GENERAL a. Qnergy Inc. (the “ Until December 31 ,2019, Qnergy Inc. was a wholly owned subsidiary of Qnergy Ltd., an Israeli corporation. On December 31, 2019, Qnergy Ltd., the former parent company, transferred 100% of its holdings in the Company to its shareholders - Kibbutz Ein Harod Ihud (“E.H.I. Holdings”), Tene Growth Capital (Investment Fund) and Tene Investment in Qnergy Limited Partnership, as a payment for a redemption of redeemable shares by Qnergy Ltd. to its shareholders (all together - “the Restructuring”). Upon completion of the Restructuring, Qnergy Ltd. is no longer a shareholder of the Company. The transactions prior to the Restructuring were accounted for as transactions between entities under common control at carrying amount, which required retrospective combination of the Company and Qnergy Ltd. for all periods presented. b. Since incorporation through March 31, 2021, the Company has incurred accumulated losses in the amount of $40,939 and negative cash flows from operations in the amount of $1,072 for the three-month period then ended. The Company has financed its operations mainly through the issuance and sale of shares, convertible loans, other long-term loans and by payments received from sales of its products. On April 21, 2021, the Company entered into a credit line agreement of up to $3,000 with a certain investor (See Note 8a). As a result, the Company’s cash and cash equivalents as of the approval date of these interim condensed financial statements, together with management’s plans, will allow the Company to fund its operation for at least twelve months from the approval date of these financial statements. However, the Company expects to continue to incur losses related to its ongoing operations and in order to continue its future operations, the Company will need to obtain additional funding until becoming profitable. | NOTE 1:- GENERAL a. Qnergy Inc. (the “Company”) was incorporated in Delaware, USA on October 30, 2013. The Company is engaged in development, production, sales and marketing and maintenance of system suppling energetic and/or electric power, including engines and generators, based on thermodynamic technologies to produce electricity and heat, using an external combustion engine. Until December 31 ,2019, Qnergy Inc. was a wholly owned subsidiary of Qnergy Ltd., an Israeli corporation. On December 31, 2019, Qnergy Ltd., the former parent company, transferred 100% of its holdings in the Company to its shareholders - Kibbutz Ein Harod Ihud (“E.H.I. Holdings”), Tene Growth Capital (Investment Fund) and Tene Investment in Qnergy Limited Partnership, as a payment for a redemption of redeemable shares by Qnergy Ltd. to its shareholders (all together - “the Restructuring”). Upon completion of the Restructuring, Qnergy Ltd. is no longer a shareholder of the Company. The transactions prior to the Restructuring were accounted for as transactions between entities under common control at carrying amount, which required retrospective combination of the Company and Qnergy Ltd. for all periods presented. b. Since incorporation through December 31, 2020, the Company has incurred accumulated losses in the amount of $39,352 and negative cash flows from operations in the amount of $3,830 for the year than ending. The Company has financed its operations mainly through the issuance and sale of shares, convertible loans, other long-term loans and by payments received from sales of its products. On April 21, 2021, the Company entered into a credit line agreement of up to $3,000 with a certain investor (See Note 17c). As a result, the Company’s cash and cash equivalents as of the approval date of these financial statements, and management’s plans will allow the Company to fund its operating plans for at least twelve months from the approval date of these financial statements. However, the Company expects to continue to incur expenses related to its ongoing operations and in order to continue its future operations, the Company will need to obtain additional funding until becoming profitable. c. The COVID-19 pandemic: During 2020, the Company experienced disruptions to its business impacting revenues and its financial results. In order to mitigate the impact of the decline in business as a result of the pandemic, the Company implemented cost savings measures through 2020 and in addition reduced its production capacity. While the Company expect that this public health threat will be eased by global vaccination and lifted restrictions on traveling, current macro-economic environment and current uncertainties regarding the potential impact of COVID-19 may have on the Company’s business, there can be no assurance that the Company’s estimates and assumptions used in the measurement of various assets and liabilities in the financial statements will prove to be accurate predictions of the future. If the Company’s assumptions regarding forecasted cash flows are not achieved, it is possible that an impairment review may be triggered and certain assets and liabilities in the financial statements may be impaired. Additionally, the Company’s liquidity could be negatively impacted if these conditions continue for a significant period of time and the Company may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels, and meet the Company’s financial obligations. Currently, capital and credit markets have been disrupted by the crisis and the Company’s ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve the Company’s cash position and capital structure. Accordingly, the COVID-19 pandemic and the related global reaction could have a material adverse effect on the Company’s business, results of operations and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2:- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation: The interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, reference is made to the financial statements and footnotes thereto included in the Company’s Annual Report on Form S-1 for the year ended December 31, 2020 (the “2020 Annual Financial Statements”). The significant accounting policies applied in the interim condensed financial statements are consistent with those applied in the preparation of the 2020 Annual Financial Statements have been applied consistently in these unaudited interim condensed consolidated financial statements. b. Use of estimates in the preparation of financial statements: The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers and its sales cycles. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the interim condensed consolidated financial statements for the period ended March 31, 2021. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future period. c. Recently adopted accounting pronouncements: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. d. Accounting pronouncements not yet adopted: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses | NOTE 2:- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation: The financial statements were prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). b. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets and liabilities, the fair value of acquired intangible assets, the useful lives of acquired intangible assets and property and equipment and the determination of the fair value of the Company’s share-based compensation. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. c. Functional currency and presentation currency: The vast majority of the Company’s financing activities, including equity transactions, cash investments, costs and revenues are generated in U.S. dollars (“USD” and/or “$”). The Company’s management believes that the USD is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the USD. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) Topic 830, “ Foreign Currency Matters d. Cash equivalents: Cash and cash equivalents consist of cash in banks and highly liquid investments, such as money market funds, with an original maturity of three months or less at the date of purchase. e. Accounts receivable: Accounts receivable are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. The allowance of doubtful accounts was not material for the periods presented. f. Inventories, net: Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated selling costs. An inventories’ write-off provision is recorded when inventory is determined to be in excess of anticipated demand or obsolete in order to adjust inventory to its estimated realizable value. At the point for write-off recognition, a new, lower cost basis is established, and subsequent changes in facts circumstances do not result in the restoration or increase in the inventory newly established basis. Cost of inventories is determined as follows: Raw Materials - Cost is determined based on the weighted average cost. Work in progress and finished goods - Cost is determined on the basis of a weighted average basis, which includes materials, labor and manufacturing overhead. Finished goods are stated at the lower of cost and net realizable value. The following table provides the details of the change in the Company’s provision for inventory write-off: December 31, 2020 2019 Inventory provision, beginning of the year $ 226 $ 358 Increase 156 113 Write-off (291 ) (245 ) Inventory provision, end of the year $ 91 $ 226 g. Property and equipment, net: Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the respective assets. Expenditures for maintenance and repairs are expensed as incurred. The estimated useful life of the Company’s property and equipment are as follows: Years Machinery and equipment 5 - 10 (mainly 10) Electronics, communication equipment and computers 3 - 5 (mainly 3) Office equipment and vehicles 6 - 10 (mainly 6) Furniture 10 Leasehold improvements Shorter of remaining lease h. Leases: The Company determines if an arrangement is a lease at inception and recognize in accordance with ASC Topic 842, “ Leases ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives, if any. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. Upon adoption as of January 1, 2019, the Company did not have any lease agreement with periods exceeding 12 months. The Company elected the practical expedient of the short-term lease recognition exemption for all leases with a term shorter than 12 months. i. Intangible assets, net: Intangible assets consist of purchased technology. This intangible asset is stated at cost net of accumulated amortization and impairments and is amortized over its useful life using the straight-line method, which reflects the applicable expected utilization pattern. In determining the estimated fair value of identifiable intangible assets, the Company utilized a royalty relief method model. The key assumptions within the model related to forecasting future revenue and operating income, an appropriate discount rate and an appropriate life span were assumed for 15 years based on the nature of the long-lived asset The Company routinely reviews the remaining estimated useful life of the technology intangible asset. j. Impairment of non-financial assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360-10-35, “ Property, Plant and Equipment - Subsequent Measurement The Company evaluates the recoverability of long-lived assets, including property and equipment, ROU and intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges to long-lived assets during the periods presented. k. Revenue recognition: Revenues are recognized in accordance with ASC Topic 606, “ Revenue from Contracts With Customers The Company’s revenues are comprised of revenues from sales and installation of products (units), and other services, including extended warranty, software, service calls and related consumables. Sales of Product: Revenues from sales of products are generated from the sale and installation of products, which are made through distributors or through direct purchase. All products include a one-year assurance type warranty. The Company recognizes revenues from contracts with customers for the sales of products when control is transferred based on the agreed INCOTERMS, which is generally when the system has been shipped from the Company’s premises to the customer. Revenues from installations are recognized upon completion of installation, which is generally when the system has been installed and running at full power as defined in each contract. Revenue from services: Revenues from services are generated from access to software for monitoring the products (units), without providing the customer with the right to take possession of the software. In addition, all customers may extend the standard one-year assurance type warranty with an extended warranty that includes support and maintenance services. Customers can renew their extended warranty agreements on an annual basis for up to three years, at prices determined at the time of renewal The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the performance obligation is satisfied. 1. Identify the contract with a customer: A contract is an agreement between two or more parties that creates enforceable rights and obligations. In evaluating the contract, the Company analyzes the customer’s intent and ability to pay the amount of promised consideration (credit risk) and considers the probability of collecting substantially all the consideration. The Company determines whether collectability is reasonably assured on a customer-by-customer basis pursuant to various criteria including Company’s historical experience, credit insurance and other inputs. 2. Identify the performance obligations in the contract: Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. For sales of products, the Company’s performance obligations include the product and installations. Each of the product and installation provide standalone functionality to the customer and is therefore deemed a distinct performance obligation. For services, the Company provides access to its software, without providing the customer with the right to take possession of its software, which the Company considers to be a single performance obligation. In addition, the Company provide extended warranty for its customers (for 1-3 years), starting after the one-year assurance-type warranty expires, which the Company considers to be a single performance obligation as well. At a contract’s inception, the Company assesses the goods or services promised in a contract with a customer and identifies the performance obligations. 3. Determine the transaction price: The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products or delivery of services to the customer. Payment terms and conditions vary by contract type, although terms generally include a requirement to pay within 30 days. The Company has determined its contracts generally do not include a significant financing component or variable considerations. 4. Allocation of the transaction price to the performance obligations in the contract: The Company performs an allocation of the transaction price to each separate performance obligation, in proportion to their relative standalone selling prices (“SSP”). In most cases, the Company is able to establish a SSP based on the observable prices of products and services sold separately in comparable circumstances to similar customers. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. 5. Recognize revenue when or as the Company satisfies a performance obligation: Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control transfers at a point in time, which affects when revenue is recorded. As above mentioned, revenues from sales of products are recognized when control is transferred (based on the agreed International Commercial terms, or “INCOTERMS”). Revenues from installations are recognized upon completion of installation, which is generally when the system has been installed and running at full power as defined in each contract. Revenues related to extended warranty services, software and other services are recognized over time on a straight-line basis over the contract term beginning on the date access is provided. Disaggregation of Revenues Revenue attributable to the Company’s different products and services was as follows: Year Ended December 31, 2020 2019 Products $ 7,742 $ 8,105 Services 861 666 $ 8,603 $ 8,771 Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Year Ended December 31, 2020 2019 USA 87 % 81 % Canada 13 % 19 % The following table summarizes the Company’s major customers: Year Ended December 31, 2020 2019 Regional distributor A 37 % 47 % Regional distributor B 8 % 15 % Deferred revenues The Company records deferred revenues, when it receives payments from customers before performance obligations have been performed and satisfied. As of December 31, 2020 and 2019, the Company recorded deferred revenues balances which amounted to $138 and $66, respectively, and include prepayments from different customers. The Company anticipates that it will satisfy all of its performance obligation associated with the deferred revenues within the prospective fiscal year. Costs to obtain a contract The costs to obtain a contract include mainly sales commissions. The Company recognizes the incremental costs of obtaining contracts as an expense based on the recognition of each performance obligation. For the years ended December 31, 2020 and 2019, the Company recorded expenses for sales commissions in amounts of approximately $87 and $138, respectively. l. Warranty: In connection with the sale of its products, the Company provides product warranty for a one-year period. Based on engineering estimates and management’s assumptions, the liability from these warranties was set at $124 and $160 as of December 31, 2020 and 2019, respectively. The provision is presented as part of accrued expenses and other liabilities. m. Employees defined contribution plan: The Company has a 401(k) defined contribution plan covering all employees. All eligible employees may elect to contribute up to 100% of their compensation to the plan, but for 2020 and 2019, generally not greater than $19.5 and $19 per year, respectively, (for certain employees over 50 years of age the maximum contribution is $26 and $25 per year, respectively), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. The Company contributes 3% of employee compensation to the plan with no limitation. During the years ended December 31, 2020 and 2019, the Company recorded expenses for matching contributions in amounts of $103 and $93, respectively. n. Research and development expenses: Research and development expenses are primarily comprised of costs of the Company’s research and development personnel, materials, subcontractors, allocated overheads and other related expenses. o. Sales and marketing expenses: Sales and marketing expenses are primarily costs of the Company’s marketing personnel and service providers, allocated overheads and other related expenses. p. Income taxes: The Company accounts for income taxes in accordance with ASC Topic 740, “ Income Taxes Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) is only addressed if step one has been satisfied (i.e., the position is more-likely-than-not to be sustained) otherwise a full liability in respect of a tax position not meeting the more-likely-than-not criteria is recognized. Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more than 50% likely of being realized upon ultimate settlement. As of December 31, 2020, and 2019, the Company did not identify any significant uncertain tax positions. q. Accounting for Share-Based Compensation: The Company accounts for share-based compensation in accordance with ASC 718, “ Compensation-Stock Compensation The Company selected the Black-Scholes-Merton (“B&S”) OPM as the most appropriate fair value method for its share-based compensation, in which for the year ended on December 31, 2020 and 2019, options expenses amounted to $20 and $18, respectively (see Note 11e). The OPM requires a number of assumptions, such as the fair market value of the underlying ordinary share; The expected option term was calculated based on the simplified method, which uses the midpoint between the vesting date and the contractual term, as the Company does not have sufficient historical data to develop an estimate based on participant behavior; The expected volatility which is based on implied volatility of other comparable publicly-traded companies; The dividend yield, in which the Company has historically not paid dividends and has no foreseeable plans to issue dividends and therefore is set at 0%; and the risk-free interest rate is based on the yield from U.S. treasury zero-coupon bonds with an equivalent term. The assumptions used to determine the fair value of the options represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of the options granted on July 9, 2019, was set using the following assumptions: Dividend yield (%) 0 Expected volatility (%) 69 % Risk-free interest rate (%) 1.92 % Expected life (in years) 6.25 r. Basic and diluted loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its preferred shares to be participating securities as the holders of the preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all preferred shares into ordinary shares. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive. s. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. The Company’s cash and cash equivalents are invested in USD, mainly with major banks in the United States. The Company’s trade receivables are derived from sales to customers located in the United States and Canada. The Company performs ongoing credit evaluations of its customers and to date has not experienced any substantial losses. In certain circumstances, the Company requires letters of credit or prepayments. An allowance for doubtful accounts is provided with respect to specific receivables that the Company has determined to be doubtful of collection. For those receivables not specifically reviewed, provisions are recorded at a specific rate, based upon the age of the receivable, the collection history, current economic trends and management estimates of future economic conditions. Refer to Note 2.k for a table which summarizes the Company’s major customers. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts or other foreign hedging arrangements. t. Segment reporting: The Company identifies operating segments in accordance with ASC Topic 280, “ Segment Reporting The Company defines the term “chief operating decision maker” to be its chief executive officer. The Company determined it operates in one operating segment and one reportable segment. u. Fair value of financial instruments: The Company accounts for certain assets and liabilities at fair value under ASC Topic 820, “ Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company categorized each of its fair value measurements in one of these three levels of hierarchy. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2020 and 2019, by level within the fair value hierarchy: Measured at fair value on a Fair Value Fair value measurements as of December 31, recurring basis: Hierarchy 2020 2019 Financial assets: Cash equivalents: Money market mutual funds Level 1 $ 4,202 $ 1,692 Financial liabilities: Conversion component of convertible loans Level 3 - 703 Warrants to purchase preferred shares Level 3 $ 442 $ 112 The carrying amount of cash and cash equivalents, trade receivables. prepaid expenses and other assets, trade payables, accrued expenses and other liabilities, long-term loans and Shareholders’ loan approximates their fair value due to the short-term maturity of such instruments. v. Contingent liabilities: The Company accounts for its contingent liabilities in accordance with ASC Topic 450, “ Contingencies With respect to legal matters, when applicable, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. w. Recently issued accounting standards and not yet adopted by the Company: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. As a result, the guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. The Company is currently evaluating the effect that ASU 2016-13 will have on its financial statements and related disclosures. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets [Abstract] | |
Prepaid Expenses and Other Assets | NOTE 3:- PREPAID EXPENSES AND OTHER ASSETS December 31, 2020 2019 Prepaid expenses $ 49 $ 83 Advances to suppliers 39 46 $ 88 $ 129 |
Inventories, Net
Inventories, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory, Net | NOTE 3:-INVENTORIES, NET March 31, 2021 December 31, 2020 Unaudited Raw materials $ 1,973 $ 2,346 Work in progress 140 158 Finished goods 151 77 $ 2,264 $ 2,581 | NOTE 4:- INVENTORY, NET December 31, 2020 2019 Raw materials $ 2,437 $ 2,238 Work in progress 158 117 Finished goods 77 - 2,672 2,355 Less - provision for slow moving inventory (91 ) (226 ) $ 2,581 $ 2,129 |
Revenue Recognition
Revenue Recognition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Recognition | NOTE 4: REVENUE RECOGNITION Under ASC 606, “ Revenue from Contracts with Customers Revenue attributable to the Company’s different products and services was as follows: Three Months Ended March 31, 2021 2020 Products $ 4,250 $ 1,959 Services 335 285 $ 4,585 $ 2,244 Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Three Months Ended March 31, 2021 2020 USA 63 % 91 % Canada 27 % 9 % Latin America 10 % - The following table summarizes the Company’s major customers: Three Months Ended March 31, 2021 2020 Regional distributor A 39 % 51 % Regional distributor B 8 % 12 % Regional distributor C 17 % 4 % | NOTE 12:- COST OF REVENUES Year Ended December 31, 2020 2019 Materials used $ 4,726 $ 4,821 Employees’ salaries and related expenses 1,251 1,163 Depreciation and amortization 870 648 Shipping and deliveries 487 595 Factory and other expenses 588 854 $ 7,922 $ 8,081 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 5: FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820, “ Fair Value Measurements and Disclosures Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which supported by little or no market activity. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of March 31, 2021 and December 31, 2020, by level within the fair value hierarchy: Fair value measurements as of Measured at fair value on a recurring basis: Fair Value Hierarchy March 31, 2021 December 31, 2020 Unaudited Financial assets: Cash equivalents: Money market mutual funds Level 1 $ 2,452 $ 4,202 Financial liabilities: Warrants to purchase Preferred shares (*) Level 3 $ 426 $ 442 (*) The Company measured the fair value of the warrants to purchase Preferred shares (a Level III valuation) using the Monte-Carlo option pricing model (“OPM”). As of March 31, 2021 and December 31, 2020, the fair value of the warrants to purchase Preferred shares was $426 and $442, respectively, which was calculated using the following assumptions: March 31, 2021 December 31, 2020 Unaudited Expected volatility (%) 92 87 Risk-free interest rate (%) 0.37 - 0.49 0.27 Expected life (in years) 0.25 - 3.5 4 |
Preferred Shares and Shareholde
Preferred Shares and Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Shares and Shareholders' Deficit | NOTE 11:- PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT a. Composition of share capital: December 31, 2020 December 31, 2019 Authorized Issued and outstanding Authorized Issued and outstanding Number of shares Ordinary Shares of $0.0001 par value each 2,001,000 1,000,000 1,500,000 1,000,000 Preferred A shares of $0.0001 par value each 500,000 500,000 500,000 500,000 Preferred A-1 shares of $0.0001 par value each 1,000 1,000 - - Preferred B shares of $0.0001 par value each 145,000 130,180 - - Preferred B-1 shares of $0.0001 par value each 103,000 102,093 - - 749,000 733,273 500,000 500,000 Share split: On December 31, 2019, before the Restructuring, the sole stockholder of the Company, Qnergy Ltd., resolved to approve a share split, following which each Ordinary share of the company of $0.01 par value each was converted into 100 Ordinary shares of $0.0001 par value each. On March 20, 2020, the BOD of the Company resolved to authorize the following new class of shares of the Company: 1,000 Preferred A-1 shares of $0.0001 par value each (“Preferred A-1 shares”), 145,000 Preferred B shares of $0.0001 par value each (“Preferred B shares”) and 103,000 Preferred B-1 shares of $0.0001 par value each (“Preferred B-1 shares”), while each shall have the respective rights, privileges and restrictions as set forth in the restated certificate of incorporation of the Company (the “Restated certificate”). b. Issuance of shares: On April 1, 2020, the Company entered into a share purchase agreement with a new investor (the “2020 SPA”). Accordingly, the Company issued to the new investor 130,180 Preferred B shares for a total consideration of $5,920 net of issuance costs of $80. Upon completion of the 2020 SPA, the Shareholders’ loan in the total amount of $6,257 and the Shareholders’ Convertible Loans in the total amount of $4,706, as described in Notes 9a and 9b, were converted into 1,000 Preferred A-1 shares and 102,093 Preferred B-1 shares, respectively. c. Main rights accompanying the shares: Ordinary shares are entitled to receive dividends and liquidation proceeds, entitled to vote and appoint directors and bear protective provisions, right of first refusal, co sale rights and registration rights. The holders of the Preferred Shares have the following rights: Distribution rights - Upon (i) liquidation, (ii) deemed liquidation, such as merger, sale of all or substantially all of the shares and assets and (iii) dividend allocation, the Preferred B and B-1 shares holders shall have 1.75X preference (of their respective original issue price) less any dividends previously paid thereon (the aggregate amount which a holder of a Preferred B share or Preferred B-1 share is entitled to receive is hereinafter referred to together as the “Series B Preferential Payment Amount”). After payment in full to the holders of Preferred B shares, the Preferred A-1 shares holders shall have 1X preference (of their respective original issue price) less any dividends previously paid thereon. After payment in full to the holders of Preferred B, B-1 and A-1 shares, the Preferred A shares holders shall have 1.5X preference (of their respective original issue price) less any dividends previously paid thereon. After the payment in full of all liquidation rights to holders of preferred and Ordinary Shares (as set forth above), the remaining assets of the Company available for distribution to its shareholders (or, in the case of a deemed liquidation event, the consideration not payable to the holders of shares of Preferred B shares, Preferred B-1 shares, Preferred A-1 shares, Preferred A shares and Ordinary Shares, or the remaining Available Proceeds, as the case may be), shall be distributed among the holders of the shares of Preferred B shares, Preferred B-1 shares, Preferred A shares and Ordinary Shares, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Preferred Shares (other than Preferred A-1 shares) as if they had been converted to Ordinary Shares pursuant to the terms of the amended and restated certificate of incorporation of the Company immediately prior to a distribution event. Conversion rights - Each share of Preferred A, B and B-1 shares shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Ordinary Shares as is determined by dividing the Preferred A, B or B-1 shares original issue price by the its respective conversion price in effect at the time of conversion (which shall initially be equal to the series’ original issue price). In the event of a liquidation, dissolution or winding up of the Company or a deemed liquidation event, the Conversion rights shall terminate. The Preferred A-1 shares shall not be convertible to Ordinary Shares; in the event all shares of Preferred Shares (other than the Preferred A-1 shares) are converted into Ordinary Shares, then (i) in the event the conversion is made in connection with an IPO, then the Company shall redeem all Preferred A-1 shares by paying to the holders thereof $7,500 (an amount equal to the Preferred A-1 shares’ preferential payment amount); and (ii) in all other cases, the Preferred A-1 shares shall remain outstanding until the Preferred A-1 shares preferential payment amount, as defined in the certificate of incorporation, shall have been made. The following table sets forth the aggregate liquidation preference balance as of December 31, 2020 and 2019: December 31, 2020 2019 Preferred A shares $ 30,000 $ 20,000 Preferred A-1 shares 7,500 - Preferred B shares 10,500 - Preferred B-1 shares 7,000 - $ 55,000 $ 20,000 Voting rights - Each holder of outstanding shares of Preferred A, B and B-1 shares shall be entitled to cast the number of votes equal to the number of whole shares of Ordinary Shares into which the shares of Preferred A, B and B-1 shares held by such holder are convertible. Series A-1 has no voting rights. Redemption - In the event that the Company receives an offer from a third party to purchase the Company at a valuation of at least $100,000 and the BOD declines such offer substantially based on the suggested valuation, then following such decline, at the written request of the holders of at least a majority of the then outstanding Preferred B shares and Preferred B-1 shares (voting as one class) (the “Requisite Holders”), the Preferred B shares and Preferred B-1 shares shall be redeemed by the Company at a price equal to the Series B Preferential Payment Amount per each such share (the “Redemption Price”), in three equal annual installments commencing not more than sixty days after receipt by the Company of such written notice from the Requisite Holders (the “Redemption Request”). For Preferred A-1 shares redemption rights see above. Preferred A shares have no redemption right. Classification of Preferred Shares - The deemed liquidation preference provisions of the Preferred Shares are considered as a contingent redemption provisions that are not solely within the Company’s control. Accordingly, the Preferred Shares have been presented outside of permanent equity in the mezzanine section of the balance sheets. d. Capital Notes Agreements: As of December 31, 2019, the Company had several capital notes agreements with Qnergy Ltd. in the total amount of $35,645. According to the agreements, the capital notes were payable within than 5 years from the date of the agreements and bared no interest (all together - the “Capital Notes Agreements”). On December 31, 2019, as part of the Restructuring (as describe in Note 1a), the Company signed on a conversion agreement with Qnergy Ltd. for the full settlement and repayment of the Capital Notes Agreements as follows: 1) An amount of $9,484 was repaid through the assignment of the Shareholders’ Loan and Shareholders’ Convertible Loan from Qnergy Ltd. to the Company (See Note 9); and 2) The remaining amount of $26,161 was converted into 900,000 Ordinary shares and 500,000 Preferred A shares of the Company. e. Share-based compensation: On June 21, 2015, Qnergy Ltd.’s BOD approved an employee Share Option Plan (the “2015 ESOP”), pursuant to which directors, officers, employees and service providers may be granted options to purchase Qnergy Ltd.’s Ordinary shares of $0.0001 par value each (“Ltd’s shares”), if certain conditions are met. The contractual life of the options under the 2015 ESOP, if vested, is ten years from the grant date. In the event of termination of grantees employment or of the services given to the Company, all options granted to, which are vested and exercisable at the time of such termination, may, unless earlier terminated in accordance with a specific agreement, be exercised within three months after the date of such termination. On the date of termination, all unvested options shall expire. On July 9, 2019, Qnergy Ltd. granted options to purchase 15,000 out of Qnergy Ltd.’s Ordinary shares at an exercise price of $40 per share to the chief executive officer (“CEO”) of the Company. The options vest over 4 years in four equal annual installments on the anniversaries of the grant. The fair value of the options at the date of grant was set at $43 (See Note 2q). Below is data of options granted to employees: Year Ended December 31, 2020 2019 Number of options Weighted average exercise price Number of options Weighted average exercise price Options outstanding at beginning of the year 46,750 $ 33.64 31,750 $ 30.63 Options granted - - 15,000 40.00 Options expired and forfeited (1,250 ) 40.00 - - Total options outstanding at end of the year 45,500 33.46 46,750 33.64 Options exercisable at the end of the year 33,000 $ 30.98 29,125 $ 29.79 The weighted average remaining contractual life of the options outstanding was 6.14 and 7.1 years as of December 31, 2020 and 2019, respectively. The range of exercise prices of options outstanding as of December 31, 2020 and 2019, was $23.00 - $40.00. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 6:- SHARE-BASED COMPENSATION a. Further to the discussed in Note 11e in the 2020 Annual Financial Statements, on January 25, 2021, the Company’s Board of Directors (the “BOD”) approved a new Employee Share Option Plan (the “2021 ESOP”), pursuant to which directors, officers, employees and service providers may be granted options to purchase Ordinary shares of the Company under certain conditions. As a result, on the same date, the Company, after the BOD’s approval, granted options under the 2021 ESOP to purchase 45,500 Ordinary shares (the “New Options”), in order to compensate employees holding options outstanding at December 31, 2020, to purchase 45,500 of Qnergy Ltd.’s, the former parent company, Ordinary shares granted under the 2015 ESOP (the “Old Options”). The vesting schedules for the New Options were based on the vesting status of the Old Options, except for two grants out of the New Options which were granted as fully vested. The exercise price for the New Options was set at $40 per share, which is similar to the exercise price of the Old Options, except for grants to three employees, in which in order to compensate for the increase in the exercise price to $40 per share, each employee received additional options. In total, additional options to purchase 7,000 Ordinary shares of the Company were granted to the above-mentioned three employees. The expiration date of the New Options was set at ten years from the New Options grant date. Following the changes in the terms of the New Options opposite to the Old Options, a modification was accounted for by the Company in accordance with ASC 718, “Compensation-Stock Compensation”, in which accordingly the Company recognized additional share-based compensation expenses in the total amount of $237. In addition, the Company’s BOD approved, under the 2021 ESOP, a grant of options to purchase 11,325 Ordinary shares at an exercise price of $40 per share to certain employees. The options shall vest over a four-year period from the grant date in sixteen equal quarterly installments. b. On March 15, 2021, the Company BOD approved, under the 2021 ESOP, a grant of options to purchase 58,767 Ordinary shares at an exercise price of $40 per share to the Chief Executive Officer of the Company. 75% of the options will vest immediately and the remaining 25% will vest over a one-year period in four equal quarterly installments. In addition, on the same date, the Company’s BOD approved, under the 2021 ESOP, a grant of options to purchase 7,500 Ordinary shares at an exercise price of $40 per share to the Chief Financial Officer of the Company. The options shall vest over a four-year period from the date of the grant in sixteen equal quarterly installments. An additional grant of options to purchase 1,800 Ordinary shares at an exercise price of $40 per share to a certain non-employee was approved on the same date, in which 450 options shall vest over one-year period, in twelve equal monthly installments, and the remaining 1,350 options shall vest upon the occurrence of the exit event (as defined in the option grant agreement). c. The fair value of the options granted under the 2021 ESOP during the three-month period ended March 31, 2021, was estimated as of the date of each grant using the Black-Scholes-Merton (“B&S”) OPM with the following assumptions: Dividend yield (%) 0 Expected volatility (%) 86 - 88 Risk-free interest rate (%) 0.42 - 0.84 Expected life (in years) 5 - 7.37 d. The following table shows the total share-based compensation expenses, by departments, included in the interim condensed statements of operation: Three Months Ended March 31, 2021 2020 Cost of revenues $ 16 $ *) - Research and development 96 *) - Sales and marketing 144 *) - General and administrative 1,262 6 $ 1,518 $ 6 *) Amount less than $1. e. A summary of the Company’s Ordinary share options activity under the 2021 ESOP for the three-month period ended March 31, 2021, is as follows: Number of options WAEP Options outstanding at beginning of the year (Note 6a) *)45,500 $ 40.00 Options granted (Notes 6a and 6b) 86,392 40.00 Total 131,892 40.00 Options exercisable at the end of the period 105,094 $ 40.00 *) Following the disclosed above in Note 6a, as of March 31, 2020 (unaudited) and December 31, 2020, 45,500 Old Options were outstanding under the 2015 ESOP with a weighted average exercise price (“WAEP”) of $33.46 (out of which 33,000 Old Options were exercisable with a WAEP of $30.98). During the three months ended March 31, 2020 and the year ended December 31, 2020, no options were granted under the 2015 ESOP and 1,250 Old Options forfeited and expired The weighted average fair value of the share-options granted during the three-month period ended March 31, 2021 was $21.12. The weighted average remaining contractual life of the options outstanding as of March 31, 2021, was 9.8 years. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 5:- PROPERTY AND EQUIPMENT, NET December 31, 2020 2019 Cost: Leasehold improvements $ 210 $ 171 Machinery and equipment 6,157 5,961 Electronics, communication equipment and computers 109 99 Furniture 24 24 Office equipment and vehicles 22 22 6,522 6,277 Less - Accumulated depreciation (4,065 ) (3,295 ) $ 2,457 $ 2,982 Depreciation expenses for the years ended December 31, 2020 and 2019, amounted to $770 and $551, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 6:- LEASES a. Office lease: On February 1, 2019, the Company entered into a lease agreement for the Company’s office and ground floor space in Ogden, State of Utah, ending on February 1, 2022 (the “Lease”). The company shall have a right to renew this Lease for a maximum of one three-years renewal period, which the Company expects to exercise. b. The following table summarizes the Company’s lease-related assets and liabilities recorded on the balance sheets: December 31, Classification 2020 2019 Lease assets: Operating lease assets Operating lease $ 904 $ 1,086 Lease liabilities: Current lease liabilities Accrued expenses and other liabilities 196 154 Long-term lease Long-term 744 940 $ 940 $ 1,094 Remaining lease term (in years) 4.08 5.08 Discount rate 7.88 % 7.88 % c. The components of operating lease cost for the year ended December 31, 2020 and 2019, were as follows: Year Ended December 31, 2020 2019 Operating lease cost: Operating lease expense $ 258 $ 237 $ 258 $ 237 d. The maturity of the Company’s operating lease liabilities for contracts with lease term greater than one year as of December 31, 2020, are as follows Year ended on December 31, 2021 $ 259 Year ended on December 31, 2022 264 Year ended on December 31, 2023 269 Year ended on December 31, 2024 275 Year ended on December 31, 2025 23 Total future lease payments 1,090 Less - imputed interest (150 ) $ 940 e. The following table presents supplemental cash flow information related to the lease costs for operating leases: December 31, 2020 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows for operating leases $ 230 $ 229 Right-of-use assets obtained in exchange for new operating lease liabilities: Operating leases $ - $ 1,242 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 7: INTANGIBLE ASSETS, NET December 31, 2020 2019 Original amount: Intellectual property $ 2,043 $ 2,043 Less - Accumulated amortization (272 ) (136 ) $ 1,771 $ 1,907 Amortization expenses for the years ended December 31, 2020 and 2019, amounted to $136. The estimated amortization expenses for the following years as of December 31, 2020 are as follows: Year ended on December 31, 2021 $ 136 Year ended on December 31, 2022 136 Year ended on December 31, 2023 136 Year ended on December 31, 2024 136 Year ended on December 31, 2025 and thereafter 1,227 $ 1,771 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | NOTE 8:- ACCRUED EXPENSES AND OTHER LIABILITIES December 31, 2020 2019 Advances from customers $ 372 $ 353 Accrued expenses 143 166 Operating lease liabilities 196 154 Employees and payroll accruals 155 152 Liability for vacation pay 134 115 Warranty provision 124 160 Related party (1) 8 87 Other payables 66 81 $ 1,198 $ 1,268 (1) Compensation to the chairman of the Board of Directors (“BOD”) as of December 31 ,2020 and 2019. The total fees to the chairman of the BOD recorded in general and administrative expenses for the years ended on December 31, 2020 and 2019, amounted to $32 and $25, respectively. |
Shareholders' Loans
Shareholders' Loans | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Loans | NOTE 9:- SHAREHOLDERS’ LOANS December 31, 2020 2019 Shareholders’ loan (a) $ - $ 6,166 Shareholders’ convertible loans (b) - 4,540 $ - $ 10,706 a. Shareholders’ loan: On December 31, 2019, the Shareholders’ loan, originally granted on August 12, 2016, and amended on October 31, 2018, to Qnergy Ltd. by Ricor systems 2011 A.C.S Ltd., a related party of the Qnergy Ltd., was distributed as dividend in kind to its shareholders, E.H.I Holdings and Tene Growth Capital Investment Fund (the “Shareholders’ Loan”). On December 31, 2019, the Shareholders’ loan in the amount of $5,484 was assigned from Qnergy Ltd. to the Company as part of the capital note settlement as described in Note 11d. The shareholders’ loan is considered to be a transaction under common control (as mention in Note 1a). Accordingly, the Company recognized the Shareholders’ loan in its financial statements at inception. The loan has no maturity date and should be repaid in certain events such as Initial Public Offering (“IPO”), deemed liquidation or dividend distribution events as detailed in the loan agreement. The loan bears interest in an annual rate of 6%, to be paid with the repayment of the loan principal. The fair value of the interest rate for similar loans estimated by the Company is 10.39%. The accrued interest for the years ended on December 31, 2020 and 2019, was $90 and $349, respectively. The difference between the nominal interest and the fair value interest rate for the years ended on December 31, 2020 and 2019, amounted to $67 and $255, respectively, and was accounted as a capital reserve from shareholders (classified as part of the additional paid-in capital balance). As part of the financing round, as described in Note 11, the Shareholders’ Loan in the total amount of $6,257 was converted into the Company’s series A-1 preferred shares. b. Shareholders’ Convertible loans: On October 14, 2018, as amended on April 15, 2019, convertible loans were granted to Qnergy Ltd. by its shareholders - E.H.I. Holdings and Tene Growth Capital Investment Fund. The total amount of convertible loans received during 2018 and 2019 was $1,000 and $3,000, respectively (together - the “Shareholders’ Convertible Loans”). During 2018 and 2019, the amounts received in Qnergy Ltd. were transferred from Qnergy Ltd. to the Company against issuance of capital notes of the Company to Qnergy Ltd. On December 31, 2019, $4,000 of the Shareholders’ Convertible Loans were assigned from Qnergy Ltd. to the Company, as repayment of capital notes issued to Qnergy Ltd., as described in Note 11d. Since the Company and Qnergy Ltd. are under common control (as mention in Note 1a), the Company has recognized the Shareholders’ convertible loan in its financial statements at inception. According to the Shareholders’ Convertible Loans agreements, the Shareholders’ Convertible Loans shall be converted into the Company’s most senior class of shares at the occurrence of certain events, such as a Merger and Acquisition (“M&A) transaction, an IPO or an additional financing round, in which case the Shareholders’ Convertible Loans shall be converted into shares of the Company of the same class and series (with the same rights’ preferences and privileges) as shall be issued in the qualified financing round. In the event of conversion upon M&A transaction or an IPO, the price per share at the conversion of Shareholders’ Convertible Loans to the Company’s shares shall reflect a 15% discount from the price per share of the Company, as set forth in the Shareholders’ Convertible Loans agreements. The Shareholders’ Convertible Loans have no maturity date and do not bear any interest. The Shareholders’ Convertible Loans were recorded as financial liabilities. The conversion features provide to the Shareholders’ Convertible Loans holders the right to receive a variable number of the most senior class of shares at a value which is based on a fixed monetary amount. The conversion feature was bifurcated and accounted for as an embedded derivative measured initially and subsequently at fair value with changes in fair value recorded as finance expenses (income). The bifurcated embedded derivative is presented in the balance sheet on a combined basis with the related host contract. The Company allocated the proceeds from the Shareholders’ Convertible Loans between the convertible loans and the embedded derivative feature based on its fair value at the issuance date, and the remaining amount (i.e., the proceeds allocated to the Shareholders’ Convertible Loans less the fair value of the embedded derivative feature) was attributed to the Shareholders’ Convertible Loans. As of December 31, 2019, the Company applied a probability assessment of the occurrence of any of the specified conversion events and measured the fair value of the conversion option at the value of the conversion discount. As of December 31, 2019, the fair value of the convertible component was $703, using the following assumptions: Expected time to conversion (years) 0.25 Risk free interest rate (%) 1.55 % The following table sets forth the changes in the conversion option and debt component of the shareholders’ convertible loan: Conversion option Debt component Balance as of January 1, 2019 $ 160 $ 865 Additions during the year 505 2,495 financial expenses 38 477 Balance as of December 31, 2019 703 3,837 financial expenses 3 163 Conversion of shareholders’ loan into preferred shares (706 ) (4,000 ) Balance as of December 31, 2020 $ - $ - As part of the financing round as described in Note 11, the Shareholders’ Convertible Loans in the total amount of $4,000 were converted into the Company’s series B-1 preferred shares. |
Long-Term Loans
Long-Term Loans | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Loans | NOTE 10:- LONG-TERM LOANS December 31, 2020 2019 Long-term loans $ 3,532 $ 2,960 Less - current maturities (1,500 ) (1,125 ) $ 2,032 $ 1,835 a. The 2019 Viola Loan: On March 14, 2019, the Company entered into a loan agreement with Viola Credit Five Fund Limited Partnership (“Viola”), according to which Viola will loan to the Company an aggregate principal amount of up to $3,000 (the “Viola Loan”). The Viola Loan is denominated in USD, and bears interest at an annual rate equal to the higher of 10% or twelve-month LIBOR+6.75%. The principal amount of the Viola Loan shall be repaid in 24 equal monthly payments commencing 12 months from the grant of the loan. Interest payments shall be done on a quarterly basis, on the outstanding portion of the Viola Loan to the Company. The Viola Loan includes various securities in favor of Viola, including, among other, a floating charge on all of the Company’s assets and a fixed charge on the Company’s intellectual property. As part of the Viola Loan, Viola also received a warrant to purchase Preferred A shares or the most senior class of Company’s shares issued in the first round of equity financing consummated following March 14, 2019, in an amount of up to $600 (the “Viola Warrants”). The Viola Warrants can be exercised for cash or on a cashless ‘net issuance’ basis (the “Cashless Mechanism”). The exercise price will be determined based on the lowest price such warrant shares were purchased. The Viola Warrants were classified as a liability. The liability was measured both initially and in subsequent periods at fair value, with changes in fair value charged to the statements of operations as finance expenses or income. The Company measured the fair value of the Viola Warrants using the Monte-Carlo OPM. As of December 31, 2020 and 2019, the fair value of the Viola Warrants was $442 and $112, respectively, using the following assumptions: December 31, 2020 2019 Expected volatility (%) 87 % 71 % Risk-free interest rate (%) 0.27 % 1.69 % Expected life (in years) 4 5 The following table sets forth the changes in the Viola Warrants: Balance as of January 1, 2019 $ - Additions during the year 100 Changes to the fair value 12 Balance as of December 31, 2019 112 Changes to the fair value 330 Balance as of December 31, 2020 $ 442 On May 2, 2020, the Company entered into an amendment to the Viola Loan (the “Viola Loan Amendment”). According to the Viola Loan Amendment, repayment of the remaining 23 payments of the loan principal was deferred until January 1, 2021, and the interest rate on the loan was reduced to a maximum of 8.5% or LIBOR plus 6.25%. The Company evaluated the amendment under ASC 470-50, “ Debt - modification and extinguishment b. Paycheck Protection Program Note: On April 22, 2020, the Company signed a promissory note with Cache Valley Bank and received an unsecured loan with a principal amount of $653 made to the Company pursuant to the Paycheck Protection Program (the “PPP Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note is guaranteed by the United States Small Business Administration (SBA). The PPP Note will mature two years from the above-mentioned date. The unpaid principal balance of this PPP Note, together with all accrued interest and charges owing in connection therewith, shall be due and payable on the maturity date. The interest rate was set at 1% per year. Loan payments will be deferred for borrowers who apply for loan forgiveness until the SBA remits the borrower’s loan forgiveness amount to the lender. If a borrower does not apply for loan forgiveness, payments are deferred ten months after the end of the covered period for the borrower’s loan forgiveness (until April 2021). The Company anticipates forgiveness of the entire amount of the PPP Note (an initial forgiveness application was submitted on February 25, 2021); however, the Company is unable to estimate the timing of the completion of the forgiveness process. Therefore, the Company has elected to classify the entire principal balance of the PPP Note within long-term loans on the balance sheet as of December 31, 2020. The proceeds are intended to be used to fund payroll costs, including benefits, and may also be used to pay for rent, utilities, worker protection costs related to COVID-19, and certain supplier costs and expenses for operations. Under the terms of the CARES Act, the Company may be granted forgiveness for all or a portion of loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based upon the use of the loan proceeds for its intended purpose. |
Cost of Revenues
Cost of Revenues | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Cost of Revenues | NOTE 4: REVENUE RECOGNITION Under ASC 606, “ Revenue from Contracts with Customers Revenue attributable to the Company’s different products and services was as follows: Three Months Ended March 31, 2021 2020 Products $ 4,250 $ 1,959 Services 335 285 $ 4,585 $ 2,244 Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Three Months Ended March 31, 2021 2020 USA 63 % 91 % Canada 27 % 9 % Latin America 10 % - The following table summarizes the Company’s major customers: Three Months Ended March 31, 2021 2020 Regional distributor A 39 % 51 % Regional distributor B 8 % 12 % Regional distributor C 17 % 4 % | NOTE 12:- COST OF REVENUES Year Ended December 31, 2020 2019 Materials used $ 4,726 $ 4,821 Employees’ salaries and related expenses 1,251 1,163 Depreciation and amortization 870 648 Shipping and deliveries 487 595 Factory and other expenses 588 854 $ 7,922 $ 8,081 |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development Expense [Abstract] | |
Research and Development Expenses | NOTE 13: RESEARCH AND DEVELOPMENT EXPENSES Year Ended December 31, 2020 2019 Employees’ salaries and related expenses $ 1,710 $ 1,864 Subcontractors 142 50 Materials used 84 142 Depreciation 36 39 Factory and other expenses 43 115 $ 2,015 $ 2,210 |
Financial Expenses, Net
Financial Expenses, Net | 12 Months Ended |
Dec. 31, 2020 | |
Financial Services Costs [Abstract] | |
Financial Expenses, Net | NOTE 14: FINANCIAL EXPENSES, NET Year Ended December 31, 2020 2019 Changes in derivatives or financial liabilities measured at fair value $ 333 $ 50 Interest expenses 316 220 Interest in respect of loans to related parties 320 1,081 Other financial income (2 ) (5 ) $ 967 $ 1,346 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 15: TAXES ON INCOME a. Corporate tax rates applicable to the Company: The United States of America federal and state corporate tax rates were 21% and 4.95%, respectively, for the years ended on December 31, 2020 and 2019. The Company didn’t account for any federal, State and foreign income tax expenses for the years ended on December 31, 2020 and 2019. The Company is subject to U.S. income tax laws. There are no significant provisions for U.S. federal, state or other taxes for any period. b. Net operating carry-forward losses for tax purposes: As of December 31, 2020, the Company had $36,123 of federal and state net operating losses (“NOL”) carryforwards available to offset future taxable income. If not utilized, federal and the state NOL carryforwards from years 2013 through 2017 (total NOL for these years is $23,055) will expire in varying amounts between the years ended 2033 and 2037. The 2017 TCJA limited the use of federal NOLs carryforwards to 80% of taxable income in any one tax period and provided an unlimited carryforward period for NOLs, generated in years beginning after December 31, 2017. However, as a result of the CARES Act, corporate taxpayers may now use NOL carryforwards to fully offset taxable income in 2018, 2019, and 2020 without limitation. Furthermore, as part of the CARES Act, corporate taxpayer may NOLs generated in 2018, 2019 and 2020 to offset taxable income for the prior five years. The Company did not generate net positive taxable income in any eligible carryback year, nor did it generate any net positive taxable income in 2018, 2019, or 2020. Thus, the Company was not able to benefit from the 100% NOL allowance for 2018, 2019 and 2020, nor could carryback the 2018, 2019 or 2020 NOL to the prior five taxable years. c. Deferred taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets are as follows: December 31, 2020 2019 Deferred tax assets: Carry forward tax losses $ 9,074 $ 7,975 Other temporary differences 88 126 Deferred tax assets before valuation allowance 9,162 8,101 Valuation allowance (9,162 ) (8,101 ) Net deferred tax assets $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2020 and 2019. |
Loss Per Share Attributable to
Loss Per Share Attributable to Ordinary Shareholders | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Loss Per Share Attributable to Ordinary Shareholders | NOTE 7:- LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: Three Month Ended March 31, 2021 2020 Numerator: Loss $ 1,587 $ 1,708 Denominator: Weighted-average shares used in computing loss per share 1,000,000 1,000,000 Loss per share attributable to ordinary shareholders, basic $ 1.59 $ 1.71 The potential Ordinary shares that were excluded from the computation of diluted loss per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: March 31, 2021 2020 Number of Ordinary shares Preferred shares (excluding Preferred A-1 shares) 732,273 732,273 Outstanding share options 131,892 45,500 Warrant to purchase Preferred shares 13,018 13,018 Shareholders’ convertible loans - 170,941 877,183 961,732 | NOTE 16: LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: Year Ended December 31, 2020 2019 Numerator: Loss $ 5,067 $ 5,046 Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 1,000,000 100,000 Loss per share attributable to ordinary shareholders, basic and diluted $ 5.07 $ 50.46 The potential ordinary shares that were excluded from the computation of diluted loss per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: December 31, 2020 2019 Number of Ordinary shares Preferred shares (excluding Preferred A-1 shares) 732,273 500,000 Outstanding share options 45,500 46,750 Warrant to purchase preferred shares 13,018 15,000 Shareholders’ convertible loans - 170,941 790,791 732,691 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 8: SUBSEQUENT EVENTS For its interim condensed financial statements as of March 31, 2021, the Company evaluated subsequent events through June 17, 2021, the date on which the interim condensed financial statements were available to be issued. The Company identified the following subsequent events: a. The 2021 Viola Credit Line: On May 14, 2021, the Company and Viola Credit Five Fund Limited Partnership (“Viola”) further amended (the “Amendment”) the second amendment to the Viola Loan dated April 21, 2021. According to the Amendment, Viola will grant a credit line to the Company of up to $3,000 (the “Viola Credit Line”). The Company may draw-down amounts under such credit line as of May 14, 2021, and until the twelve-month anniversary of the credit line (the “Final Drawdown Term”). The Company may extend the draw-down term by an additional six-month period (the “Extended Drawdown Term”) and a second additional six-month period (the “Second Extended Drawdown Term”). The Viola Credit Line is denominated in USD and bears interest at an annual rate equal to 8.25%. The principal amount of the Viola Credit Line shall be repaid at the Company’s discretion no later than the Final Drawdown Term or Extended Drawdown Term or Second Extended Drawdown Term, as applicable. Interest payments shall be done on a quarterly basis, on the outstanding portion of the Viola Credit Line to the Company. In addition, so long as any amount may be withdrawn under the Viola Credit Line or any amount remains outstanding on account of the Viola Credit Line, the Company shall maintain in its bank accounts unrestricted cash, as defined in the Viola Credit Line agreement, of at least $1,000. As part of the Viola Credit Line, Viola also received a warrant to purchase Preferred B shares or the most senior class of Company’s shares issued in the first round of equity financing consummated following May 14, 2021, in an amount of up to $250 and an additional $150 upon extension of the draw-down term and an additional $150 upon the Second Extended Drawdown Term (the “Second Viola Warrants”). The Second Viola Warrants can be exercised for cash or on a cashless ‘net issuance’ basis. The exercise price for Preferred B shares will be determined based on the lowest price such warrant shares were purchased or if the Company consummates an IPO or a financing of at least $10,000 (“Next Equity Round”) within twelve months - 85% of the initial “price to Public” or 85% of the lowest price actually paid for the shares issuable in such Next Equity Round. b. On May 11, 2021, the Company entered into a grant agreement with the Propane Education & Research Council (“PERC”), a non-profit organization, approved by the United States Congress, established under the Propane Education and Research Act of 1996, with the purpose of investing in research and development of new technologies fueled by Propane gas (the “PERC Agreement”). According to the PERC Agreement, the Company will develop and manufacture until November 2023 (unless extended by PERC), as an independent contractor, an ecological system of sterling batteries using Propane (the “Project”), for the total consideration of $450 that will be paid upon completion of certain milestones, such as design of the product, testing the key components of the product, manufacturing of a prototype withing the efficiency standard set in the PERC Agreement, small scale manufacturing, beta testing and product launch (all together - the “Propane Grant”). As of the date at which the interim condensed financial statements were available to be issued, the Company did not receive any funds due to the Propane Grant. c. On May 19, 2021, the Company entered into an agreement with its shareholders according to which the shareholders of Preferred A-1 shares will automatically convert their shares into Ordinary shares in the event of an IPO. The conversion ratio will be determined by dividing the Preferred A-1 shares original issue price by the price per share as determined in the IPO. This agreement was approved by the BOD of the Company on May 31, 2021. d. On May 24, 2021, the Company completed the forgiveness process of the Paycheck Protection Program Note (“PPP Note”) as disclosed in Note 10b in the 2020 Annual Financial Statements. As result, the PPP Note was forgiven by Cache Valley Bank. As of March 31, 2021, the Company anticipated with a high degree of certainty that the PPP Note shall be forgiven. Accordingly, the Company recognized the total amount of $653 due to the PPP Note as other income in the statements of operations. | NOTE 17: SUBSEQUENT EVENTS a. 2021 Employee Share Option Plan: On January 25, 2021, the Company’s BOD approved a new Employee Share Option Plan (the “2021 ESOP”), pursuant to which directors, officers, employees and service providers may be granted options to purchase Ordinary shares of the Company under certain conditions. As a result, on the same date mentioned, the Company granted options under the 2021 ESOP to purchase 45,500 Ordinary shares (the “New Options”), in order to compensate employees holding options outstanding at December 31, 2020 to purchase 45,500 of Qnergy Ltd.’s Ordinary shares granted under the 2015 ESOP (see Note 11e) (the “Old Options”). The vesting schedules for the New Options were based on the vesting status of the Old Options, except for two grants in which an acceleration was made for the vesting period. The exercise price for the New Options was set at $40 per share, which is similar to the exercise price of the Old Options, except for grants to three employees, in which in order to compensate for an increase in the exercise price to $40 per share, each employee received additional options. In total, additional options to purchase 7,000 Ordinary shares of the Company were granted to the mentioned three employees. The expiration date of the New Options was set at ten years from the New Options grant date. a. 2021 Employee Share Option Plan: (Cont.) In addition, the Company granted options under the 2021 ESOP to purchase 11,325 Ordinary shares at an exercise price of $40 per share to certain employees. The options shall vest over a four-year period from the grant date in sixteen equal quarterly installments. b. On March 15, 2021, the Company granted options under the 2021 ESOP to purchase 58,767 Ordinary shares at an exercise price of $40 per share to the Chief Executive Officer of the Company. 75% of the options will vest immediately and the remaining 25% will vest over a one-year period in four equal quarterly installments. In addition, the Company granted options under the 2021 ESOP to purchase 7,500 Ordinary shares at an exercise price of $40 per share to the Chief Financial Officer of the Company. The options shall vest over a four-year period from the date of the grant in sixteen equal quarterly installments. The Company also granted to a certain non-employee options to purchase 1,800 Ordinary shares at an exercise price of $40 per share. 450 option shall vest over one-year period, in twelve equal monthly installments, and the remaining 1,350 options shall vest upon the occurrence of the exit event (as defined in the grant agreement). c. On April 21, 2021, the Company entered into a second amendment to the Viola Loan. According to which Viola will grant a credit line to the Company of up to $3,000 (the “Viola Credit Line”). The Company may draw-down amounts under such credit line as of April 21, 2021, and until the twelve-month anniversary of the credit line (the “Final Drawdown Term”). The Company may extend the draw-down term by an additional six-month period (the “Extended Drawdown Term”). The Viola Credit Line is denominated in USD, and bears interest at an annual rate equal to 8.25%. The principal amount of the Viola Credit Line shall be repaid at the Company’s discretion no later than the Final Drawdown Term or Extended Drawdown Term, as applicable. Interest payments shall be done on a quarterly basis, on the outstanding portion of the Viola Credit Line to the Company. In addition, so long as any amount may be withdrawn under the Viola Credit Line or any amount remains outstanding on account of the Viola Credit Line, the Company shall maintain in its bank accounts unrestricted cash, as defined in the Viola Credit Line agreement, of at least $1,000. As part of the Viola Credit Line, Viola also received a warrant to purchase Preferred B shares or the most senior class of Company’s shares issued in the first round of equity financing consummated following April 21, 2021, in an amount of up to $250 and an additional $150 upon the Extended Drawdown Term (the “Second Viola Warrants”). The Second Viola Warrants can be exercised for cash or on a cashless ‘net issuance’ basis. The exercise price for Preferred B shares will be determined based on the lowest price such warrant shares were purchased or if the Company consummates an IPO or a financing of at least $10,000 (“Next Equity Round”) within twelve months - 85% of the initial “price to Public” or 85% of the lowest price actually paid for the shares issuable in such Next Equity Round. d. The Company has evaluated subsequent events from the balance sheet date through May 7, 2021, the date at which the financial statements were available to be issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | a. Basis of Presentation: The interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, reference is made to the financial statements and footnotes thereto included in the Company’s Annual Report on Form S-1 for the year ended December 31, 2020 (the “2020 Annual Financial Statements”). The significant accounting policies applied in the interim condensed financial statements are consistent with those applied in the preparation of the 2020 Annual Financial Statements have been applied consistently in these unaudited interim condensed consolidated financial statements. | a. Basis of Presentation: The financial statements were prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). |
Use of Estimates in the Preparation of Financial Statements | b. Use of estimates in the preparation of financial statements: The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers and its sales cycles. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the interim condensed consolidated financial statements for the period ended March 31, 2021. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future period. | b. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligations, the allowance for doubtful accounts, the fair value of financial assets and liabilities, the fair value of acquired intangible assets, the useful lives of acquired intangible assets and property and equipment and the determination of the fair value of the Company’s share-based compensation. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. |
Functional Currency and Presentation Currency | c. Functional currency and presentation currency: The vast majority of the Company’s financing activities, including equity transactions, cash investments, costs and revenues are generated in U.S. dollars (“USD” and/or “$”). The Company’s management believes that the USD is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the USD. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) Topic 830, “ Foreign Currency Matters | |
Cash Equivalents | d. Cash equivalents: Cash and cash equivalents consist of cash in banks and highly liquid investments, such as money market funds, with an original maturity of three months or less at the date of purchase. | |
Accounts Receivable | e. Accounts receivable: Accounts receivable are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. The allowance of doubtful accounts was not material for the periods presented. | |
Inventories, Net | f. Inventories, net: Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated selling costs. An inventories’ write-off provision is recorded when inventory is determined to be in excess of anticipated demand or obsolete in order to adjust inventory to its estimated realizable value. At the point for write-off recognition, a new, lower cost basis is established, and subsequent changes in facts circumstances do not result in the restoration or increase in the inventory newly established basis. Cost of inventories is determined as follows: Raw Materials - Cost is determined based on the weighted average cost. Work in progress and finished goods - Cost is determined on the basis of a weighted average basis, which includes materials, labor and manufacturing overhead. Finished goods are stated at the lower of cost and net realizable value. The following table provides the details of the change in the Company’s provision for inventory write-off: December 31, 2020 2019 Inventory provision, beginning of the year $ 226 $ 358 Increase 156 113 Write-off (291 ) (245 ) Inventory provision, end of the year $ 91 $ 226 | |
Property and Equipment, Net | g. Property and equipment, net: Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the respective assets. Expenditures for maintenance and repairs are expensed as incurred. The estimated useful life of the Company’s property and equipment are as follows: Years Machinery and equipment 5 - 10 (mainly 10) Electronics, communication equipment and computers 3 - 5 (mainly 3) Office equipment and vehicles 6 - 10 (mainly 6) Furniture 10 Leasehold improvements Shorter of remaining lease | |
Leases | h. Leases: The Company determines if an arrangement is a lease at inception and recognize in accordance with ASC Topic 842, “ Leases ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives, if any. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. Upon adoption as of January 1, 2019, the Company did not have any lease agreement with periods exceeding 12 months. The Company elected the practical expedient of the short-term lease recognition exemption for all leases with a term shorter than 12 months. | |
Intangible Assets, Net | i. Intangible assets, net: Intangible assets consist of purchased technology. This intangible asset is stated at cost net of accumulated amortization and impairments and is amortized over its useful life using the straight-line method, which reflects the applicable expected utilization pattern. In determining the estimated fair value of identifiable intangible assets, the Company utilized a royalty relief method model. The key assumptions within the model related to forecasting future revenue and operating income, an appropriate discount rate and an appropriate life span were assumed for 15 years based on the nature of the long-lived asset The Company routinely reviews the remaining estimated useful life of the technology intangible asset. | |
Impairment of Non-financial Assets | j. Impairment of non-financial assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360-10-35, “ Property, Plant and Equipment - Subsequent Measurement The Company evaluates the recoverability of long-lived assets, including property and equipment, ROU and intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges to long-lived assets during the periods presented. | |
Revenue Recognition | k. Revenue recognition: Revenues are recognized in accordance with ASC Topic 606, “ Revenue from Contracts With Customers The Company’s revenues are comprised of revenues from sales and installation of products (units), and other services, including extended warranty, software, service calls and related consumables. Sales of Product: Revenues from sales of products are generated from the sale and installation of products, which are made through distributors or through direct purchase. All products include a one-year assurance type warranty. The Company recognizes revenues from contracts with customers for the sales of products when control is transferred based on the agreed INCOTERMS, which is generally when the system has been shipped from the Company’s premises to the customer. Revenues from installations are recognized upon completion of installation, which is generally when the system has been installed and running at full power as defined in each contract. Revenue from services: Revenues from services are generated from access to software for monitoring the products (units), without providing the customer with the right to take possession of the software. In addition, all customers may extend the standard one-year assurance type warranty with an extended warranty that includes support and maintenance services. Customers can renew their extended warranty agreements on an annual basis for up to three years, at prices determined at the time of renewal The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive in revenue. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the performance obligation is satisfied. 1. Identify the contract with a customer: A contract is an agreement between two or more parties that creates enforceable rights and obligations. In evaluating the contract, the Company analyzes the customer’s intent and ability to pay the amount of promised consideration (credit risk) and considers the probability of collecting substantially all the consideration. The Company determines whether collectability is reasonably assured on a customer-by-customer basis pursuant to various criteria including Company’s historical experience, credit insurance and other inputs. 2. Identify the performance obligations in the contract: Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. For sales of products, the Company’s performance obligations include the product and installations. Each of the product and installation provide standalone functionality to the customer and is therefore deemed a distinct performance obligation. For services, the Company provides access to its software, without providing the customer with the right to take possession of its software, which the Company considers to be a single performance obligation. In addition, the Company provide extended warranty for its customers (for 1-3 years), starting after the one-year assurance-type warranty expires, which the Company considers to be a single performance obligation as well. At a contract’s inception, the Company assesses the goods or services promised in a contract with a customer and identifies the performance obligations. 3. Determine the transaction price: The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products or delivery of services to the customer. Payment terms and conditions vary by contract type, although terms generally include a requirement to pay within 30 days. The Company has determined its contracts generally do not include a significant financing component or variable considerations. 4. Allocation of the transaction price to the performance obligations in the contract: The Company performs an allocation of the transaction price to each separate performance obligation, in proportion to their relative standalone selling prices (“SSP”). In most cases, the Company is able to establish a SSP based on the observable prices of products and services sold separately in comparable circumstances to similar customers. The Company reassesses the SSP on a periodic basis or when facts and circumstances change. 5. Recognize revenue when or as the Company satisfies a performance obligation: Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control transfers at a point in time, which affects when revenue is recorded. As above mentioned, revenues from sales of products are recognized when control is transferred (based on the agreed International Commercial terms, or “INCOTERMS”). Revenues from installations are recognized upon completion of installation, which is generally when the system has been installed and running at full power as defined in each contract. Revenues related to extended warranty services, software and other services are recognized over time on a straight-line basis over the contract term beginning on the date access is provided. Disaggregation of Revenues Revenue attributable to the Company’s different products and services was as follows: Year Ended December 31, 2020 2019 Products $ 7,742 $ 8,105 Services 861 666 $ 8,603 $ 8,771 Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Year Ended December 31, 2020 2019 USA 87 % 81 % Canada 13 % 19 % The following table summarizes the Company’s major customers: Year Ended December 31, 2020 2019 Regional distributor A 37 % 47 % Regional distributor B 8 % 15 % Deferred revenues The Company records deferred revenues, when it receives payments from customers before performance obligations have been performed and satisfied. As of December 31, 2020 and 2019, the Company recorded deferred revenues balances which amounted to $138 and $66, respectively, and include prepayments from different customers. The Company anticipates that it will satisfy all of its performance obligation associated with the deferred revenues within the prospective fiscal year. Costs to obtain a contract The costs to obtain a contract include mainly sales commissions. The Company recognizes the incremental costs of obtaining contracts as an expense based on the recognition of each performance obligation. For the years ended December 31, 2020 and 2019, the Company recorded expenses for sales commissions in amounts of approximately $87 and $138, respectively. | |
Warranty | l. Warranty: In connection with the sale of its products, the Company provides product warranty for a one-year period. Based on engineering estimates and management’s assumptions, the liability from these warranties was set at $124 and $160 as of December 31, 2020 and 2019, respectively. The provision is presented as part of accrued expenses and other liabilities. | |
Employees Defined Contribution Plan | m. Employees defined contribution plan: The Company has a 401(k) defined contribution plan covering all employees. All eligible employees may elect to contribute up to 100% of their compensation to the plan, but for 2020 and 2019, generally not greater than $19.5 and $19 per year, respectively, (for certain employees over 50 years of age the maximum contribution is $26 and $25 per year, respectively), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. The Company contributes 3% of employee compensation to the plan with no limitation. During the years ended December 31, 2020 and 2019, the Company recorded expenses for matching contributions in amounts of $103 and $93, respectively. | |
Research and Development Expenses | n. Research and development expenses: Research and development expenses are primarily comprised of costs of the Company’s research and development personnel, materials, subcontractors, allocated overheads and other related expenses. | |
Sales and Marketing Expenses | o. Sales and marketing expenses: Sales and marketing expenses are primarily costs of the Company’s marketing personnel and service providers, allocated overheads and other related expenses. | |
Income Taxes | p. Income taxes: The Company accounts for income taxes in accordance with ASC Topic 740, “ Income Taxes Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) is only addressed if step one has been satisfied (i.e., the position is more-likely-than-not to be sustained) otherwise a full liability in respect of a tax position not meeting the more-likely-than-not criteria is recognized. Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more than 50% likely of being realized upon ultimate settlement. As of December 31, 2020, and 2019, the Company did not identify any significant uncertain tax positions. | |
Accounting for Share-based Compensation | q. Accounting for Share-Based Compensation: The Company accounts for share-based compensation in accordance with ASC 718, “ Compensation-Stock Compensation The Company selected the Black-Scholes-Merton (“B&S”) OPM as the most appropriate fair value method for its share-based compensation, in which for the year ended on December 31, 2020 and 2019, options expenses amounted to $20 and $18, respectively (see Note 11e). The OPM requires a number of assumptions, such as the fair market value of the underlying ordinary share; The expected option term was calculated based on the simplified method, which uses the midpoint between the vesting date and the contractual term, as the Company does not have sufficient historical data to develop an estimate based on participant behavior; The expected volatility which is based on implied volatility of other comparable publicly-traded companies; The dividend yield, in which the Company has historically not paid dividends and has no foreseeable plans to issue dividends and therefore is set at 0%; and the risk-free interest rate is based on the yield from U.S. treasury zero-coupon bonds with an equivalent term. The assumptions used to determine the fair value of the options represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of the options granted on July 9, 2019, was set using the following assumptions: Dividend yield (%) 0 Expected volatility (%) 69 % Risk-free interest rate (%) 1.92 % Expected life (in years) 6.25 | |
Basic and Diluted Loss Per Share | r. Basic and diluted loss per share: The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its preferred shares to be participating securities as the holders of the preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all preferred shares into ordinary shares. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive. | |
Concentrations of Credit Risk | s. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. The Company’s cash and cash equivalents are invested in USD, mainly with major banks in the United States. The Company’s trade receivables are derived from sales to customers located in the United States and Canada. The Company performs ongoing credit evaluations of its customers and to date has not experienced any substantial losses. In certain circumstances, the Company requires letters of credit or prepayments. An allowance for doubtful accounts is provided with respect to specific receivables that the Company has determined to be doubtful of collection. For those receivables not specifically reviewed, provisions are recorded at a specific rate, based upon the age of the receivable, the collection history, current economic trends and management estimates of future economic conditions. Refer to Note 2.k for a table which summarizes the Company’s major customers. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts or other foreign hedging arrangements. | |
Segment Reporting | t. Segment reporting: The Company identifies operating segments in accordance with ASC Topic 280, “ Segment Reporting The Company defines the term “chief operating decision maker” to be its chief executive officer. The Company determined it operates in one operating segment and one reportable segment. | |
Fair Value of Financial Instruments | u. Fair value of financial instruments: The Company accounts for certain assets and liabilities at fair value under ASC Topic 820, “ Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company categorized each of its fair value measurements in one of these three levels of hierarchy. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2020 and 2019, by level within the fair value hierarchy: Measured at fair value on a Fair Value Fair value measurements as of December 31, recurring basis: Hierarchy 2020 2019 Financial assets: Cash equivalents: Money market mutual funds Level 1 $ 4,202 $ 1,692 Financial liabilities: Conversion component of convertible loans Level 3 - 703 Warrants to purchase preferred shares Level 3 $ 442 $ 112 The carrying amount of cash and cash equivalents, trade receivables. prepaid expenses and other assets, trade payables, accrued expenses and other liabilities, long-term loans and Shareholders’ loan approximates their fair value due to the short-term maturity of such instruments. | |
Contingent Liabilities | v. Contingent liabilities: The Company accounts for its contingent liabilities in accordance with ASC Topic 450, “ Contingencies With respect to legal matters, when applicable, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. | |
Recently Issued Accounting Standards and Not Yet Adopted by the Company | w. Recently issued accounting standards and not yet adopted by the Company: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. As a result, the guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. The Company is currently evaluating the effect that ASU 2016-13 will have on its financial statements and related disclosures. | |
Recently adopted accounting pronouncements | c. Recently adopted accounting pronouncements: As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. | |
Accounting pronouncements not yet adopted | d. Accounting pronouncements not yet adopted: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Inventory Write-off | The following table provides the details of the change in the Company’s provision for inventory write-off: December 31, 2020 2019 Inventory provision, beginning of the year $ 226 $ 358 Increase 156 113 Write-off (291 ) (245 ) Inventory provision, end of the year $ 91 $ 226 | |
Schedule of Estimated Life of Property and Equipment | The estimated useful life of the Company’s property and equipment are as follows: Years Machinery and equipment 5 - 10 (mainly 10) Electronics, communication equipment and computers 3 - 5 (mainly 3) Office equipment and vehicles 6 - 10 (mainly 6) Furniture 10 Leasehold improvements Shorter of remaining lease | |
Schedule of Disaggregation of Revenues | Revenue attributable to the Company’s different products and services was as follows: Three Months Ended March 31, 2021 2020 Products $ 4,250 $ 1,959 Services 335 285 $ 4,585 $ 2,244 | Revenue attributable to the Company’s different products and services was as follows: Year Ended December 31, 2020 2019 Products $ 7,742 $ 8,105 Services 861 666 $ 8,603 $ 8,771 |
Schedule of Geogeaphic Areas | Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Three Months Ended March 31, 2021 2020 USA 63 % 91 % Canada 27 % 9 % Latin America 10 % - | Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Year Ended December 31, 2020 2019 USA 87 % 81 % Canada 13 % 19 % |
Summary of Major Customers | The following table summarizes the Company’s major customers: Three Months Ended March 31, 2021 2020 Regional distributor A 39 % 51 % Regional distributor B 8 % 12 % Regional distributor C 17 % 4 % | The following table summarizes the Company’s major customers: Year Ended December 31, 2020 2019 Regional distributor A 37 % 47 % Regional distributor B 8 % 15 % |
Schedule of Fair Value of Options Granted | c. The fair value of the options granted under the 2021 ESOP during the three-month period ended March 31, 2021, was estimated as of the date of each grant using the Black-Scholes-Merton (“B&S”) OPM with the following assumptions: Dividend yield (%) 0 Expected volatility (%) 86 - 88 Risk-free interest rate (%) 0.42 - 0.84 Expected life (in years) 5 - 7.37 | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table sets forth the Company’s assets and liabilities that were measured at fair value as of March 31, 2021 and December 31, 2020, by level within the fair value hierarchy: Fair value measurements as of Measured at fair value on a recurring basis: Fair Value Hierarchy March 31, 2021 December 31, 2020 Unaudited Financial assets: Cash equivalents: Money market mutual funds Level 1 $ 2,452 $ 4,202 Financial liabilities: Warrants to purchase Preferred shares (*) Level 3 $ 426 $ 442 (*) The Company measured the fair value of the warrants to purchase Preferred shares (a Level III valuation) using the Monte-Carlo option pricing model (“OPM”). As of March 31, 2021 and December 31, 2020, the fair value of the warrants to purchase Preferred shares was $426 and $442, respectively, which was calculated using the following assumptions: | The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2020 and 2019, by level within the fair value hierarchy: Measured at fair value on a Fair Value Fair value measurements as of December 31, recurring basis: Hierarchy 2020 2019 Financial assets: Cash equivalents: Money market mutual funds Level 1 $ 4,202 $ 1,692 Financial liabilities: Conversion component of convertible loans Level 3 - 703 Warrants to purchase preferred shares Level 3 $ 442 $ 112 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Assets | December 31, 2020 2019 Prepaid expenses $ 49 $ 83 Advances to suppliers 39 46 $ 88 $ 129 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | March 31, 2021 December 31, 2020 Unaudited Raw materials $ 1,973 $ 2,346 Work in progress 140 158 Finished goods 151 77 $ 2,264 $ 2,581 | December 31, 2020 2019 Raw materials $ 2,437 $ 2,238 Work in progress 158 117 Finished goods 77 - 2,672 2,355 Less - provision for slow moving inventory (91 ) (226 ) $ 2,581 $ 2,129 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Disaggregation of Revenues | Revenue attributable to the Company’s different products and services was as follows: Three Months Ended March 31, 2021 2020 Products $ 4,250 $ 1,959 Services 335 285 $ 4,585 $ 2,244 | Revenue attributable to the Company’s different products and services was as follows: Year Ended December 31, 2020 2019 Products $ 7,742 $ 8,105 Services 861 666 $ 8,603 $ 8,771 |
Schedule of Revenue Based on Geographic Areas | Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Three Months Ended March 31, 2021 2020 USA 63 % 91 % Canada 27 % 9 % Latin America 10 % - | Revenue attributable to the Company’s domicile and other geographic areas based on the location of the buyers was as follows: Year Ended December 31, 2020 2019 USA 87 % 81 % Canada 13 % 19 % |
Schedule of Company's Major Customer | The following table summarizes the Company’s major customers: Three Months Ended March 31, 2021 2020 Regional distributor A 39 % 51 % Regional distributor B 8 % 12 % Regional distributor C 17 % 4 % | The following table summarizes the Company’s major customers: Year Ended December 31, 2020 2019 Regional distributor A 37 % 47 % Regional distributor B 8 % 15 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value | The following table sets forth the Company’s assets and liabilities that were measured at fair value as of March 31, 2021 and December 31, 2020, by level within the fair value hierarchy: Fair value measurements as of Measured at fair value on a recurring basis: Fair Value Hierarchy March 31, 2021 December 31, 2020 Unaudited Financial assets: Cash equivalents: Money market mutual funds Level 1 $ 2,452 $ 4,202 Financial liabilities: Warrants to purchase Preferred shares (*) Level 3 $ 426 $ 442 (*) The Company measured the fair value of the warrants to purchase Preferred shares (a Level III valuation) using the Monte-Carlo option pricing model (“OPM”). As of March 31, 2021 and December 31, 2020, the fair value of the warrants to purchase Preferred shares was $426 and $442, respectively, which was calculated using the following assumptions: | The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2020 and 2019, by level within the fair value hierarchy: Measured at fair value on a Fair Value Fair value measurements as of December 31, recurring basis: Hierarchy 2020 2019 Financial assets: Cash equivalents: Money market mutual funds Level 1 $ 4,202 $ 1,692 Financial liabilities: Conversion component of convertible loans Level 3 - 703 Warrants to purchase preferred shares Level 3 $ 442 $ 112 |
Schedule of Warrants Using Monte-carlo Option Pricing Model Assumption | March 31, 2021 December 31, 2020 Unaudited Expected volatility (%) 92 87 Risk-free interest rate (%) 0.37 - 0.49 0.27 Expected life (in years) 0.25 - 3.5 4 |
Preferred Shares and Sharehol_2
Preferred Shares and Shareholders' Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of Composition of Share Capital | December 31, 2020 December 31, 2019 Authorized Issued and outstanding Authorized Issued and outstanding Number of shares Ordinary Shares of $0.0001 par value each 2,001,000 1,000,000 1,500,000 1,000,000 Preferred A shares of $0.0001 par value each 500,000 500,000 500,000 500,000 Preferred A-1 shares of $0.0001 par value each 1,000 1,000 - - Preferred B shares of $0.0001 par value each 145,000 130,180 - - Preferred B-1 shares of $0.0001 par value each 103,000 102,093 - - 749,000 733,273 500,000 500,000 | |
Schedule of Aggregate Liquidation Preference | The following table sets forth the aggregate liquidation preference balance as of December 31, 2020 and 2019: December 31, 2020 2019 Preferred A shares $ 30,000 $ 20,000 Preferred A-1 shares 7,500 - Preferred B shares 10,500 - Preferred B-1 shares 7,000 - $ 55,000 $ 20,000 | |
Schedule of Options Granted | e. A summary of the Company’s Ordinary share options activity under the 2021 ESOP for the three-month period ended March 31, 2021, is as follows: Number of options WAEP Options outstanding at beginning of the year (Note 6a) *)45,500 $ 40.00 Options granted (Notes 6a and 6b) 86,392 40.00 Total 131,892 40.00 Options exercisable at the end of the period 105,094 $ 40.00 *) Following the disclosed above in Note 6a, as of March 31, 2020 (unaudited) and December 31, 2020, 45,500 Old Options were outstanding under the 2015 ESOP with a weighted average exercise price (“WAEP”) of $33.46 (out of which 33,000 Old Options were exercisable with a WAEP of $30.98). During the three months ended March 31, 2020 and the year ended December 31, 2020, no options were granted under the 2015 ESOP and 1,250 Old Options forfeited and expired | Below is data of options granted to employees: Year Ended December 31, 2020 2019 Number of options Weighted average exercise price Number of options Weighted average exercise price Options outstanding at beginning of the year 46,750 $ 33.64 31,750 $ 30.63 Options granted - - 15,000 40.00 Options expired and forfeited (1,250 ) 40.00 - - Total options outstanding at end of the year 45,500 33.46 46,750 33.64 Options exercisable at the end of the year 33,000 $ 30.98 29,125 $ 29.79 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Options Granted Assumptions | c. The fair value of the options granted under the 2021 ESOP during the three-month period ended March 31, 2021, was estimated as of the date of each grant using the Black-Scholes-Merton (“B&S”) OPM with the following assumptions: Dividend yield (%) 0 Expected volatility (%) 86 - 88 Risk-free interest rate (%) 0.42 - 0.84 Expected life (in years) 5 - 7.37 | |
Schedule of Share-based Compensation Expenses | d. The following table shows the total share-based compensation expenses, by departments, included in the interim condensed statements of operation: Three Months Ended March 31, 2021 2020 Cost of revenues $ 16 $ *) - Research and development 96 *) - Sales and marketing 144 *) - General and administrative 1,262 6 $ 1,518 $ 6 *) Amount less than $1. | |
Schedule of Options Granted | e. A summary of the Company’s Ordinary share options activity under the 2021 ESOP for the three-month period ended March 31, 2021, is as follows: Number of options WAEP Options outstanding at beginning of the year (Note 6a) *)45,500 $ 40.00 Options granted (Notes 6a and 6b) 86,392 40.00 Total 131,892 40.00 Options exercisable at the end of the period 105,094 $ 40.00 *) Following the disclosed above in Note 6a, as of March 31, 2020 (unaudited) and December 31, 2020, 45,500 Old Options were outstanding under the 2015 ESOP with a weighted average exercise price (“WAEP”) of $33.46 (out of which 33,000 Old Options were exercisable with a WAEP of $30.98). During the three months ended March 31, 2020 and the year ended December 31, 2020, no options were granted under the 2015 ESOP and 1,250 Old Options forfeited and expired | Below is data of options granted to employees: Year Ended December 31, 2020 2019 Number of options Weighted average exercise price Number of options Weighted average exercise price Options outstanding at beginning of the year 46,750 $ 33.64 31,750 $ 30.63 Options granted - - 15,000 40.00 Options expired and forfeited (1,250 ) 40.00 - - Total options outstanding at end of the year 45,500 33.46 46,750 33.64 Options exercisable at the end of the year 33,000 $ 30.98 29,125 $ 29.79 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2020 2019 Cost: Leasehold improvements $ 210 $ 171 Machinery and equipment 6,157 5,961 Electronics, communication equipment and computers 109 99 Furniture 24 24 Office equipment and vehicles 22 22 6,522 6,277 Less - Accumulated depreciation (4,065 ) (3,295 ) $ 2,457 $ 2,982 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Related Assets and Liabilities | b. The following table summarizes the Company’s lease-related assets and liabilities recorded on the balance sheets: December 31, Classification 2020 2019 Lease assets: Operating lease assets Operating lease $ 904 $ 1,086 Lease liabilities: Current lease liabilities Accrued expenses and other liabilities 196 154 Long-term lease Long-term 744 940 $ 940 $ 1,094 Remaining lease term (in years) 4.08 5.08 Discount rate 7.88 % 7.88 % |
Schedule of Lease Cost | c. The components of operating lease cost for the year ended December 31, 2020 and 2019, were as follows: Year Ended December 31, 2020 2019 Operating lease cost: Operating lease expense $ 258 $ 237 $ 258 $ 237 |
Schedule of Maturities of Operating Lease Liabilities | d. The maturity of the Company’s operating lease liabilities for contracts with lease term greater than one year as of December 31, 2020, are as follows Year ended on December 31, 2021 $ 259 Year ended on December 31, 2022 264 Year ended on December 31, 2023 269 Year ended on December 31, 2024 275 Year ended on December 31, 2025 23 Total future lease payments 1,090 Less - imputed interest (150 ) $ 940 |
Schedule of Supplemental Cash Flow Information | e. The following table presents supplemental cash flow information related to the lease costs for operating leases: December 31, 2020 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows for operating leases $ 230 $ 229 Right-of-use assets obtained in exchange for new operating lease liabilities: Operating leases $ - $ 1,242 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, 2020 2019 Original amount: Intellectual property $ 2,043 $ 2,043 Less - Accumulated amortization (272 ) (136 ) $ 1,771 $ 1,907 |
Schedule of Amortization Expenses | Amortization expenses for the years ended December 31, 2020 and 2019, amounted to $136. The estimated amortization expenses for the following years as of December 31, 2020 are as follows: Year ended on December 31, 2021 $ 136 Year ended on December 31, 2022 136 Year ended on December 31, 2023 136 Year ended on December 31, 2024 136 Year ended on December 31, 2025 and thereafter 1,227 $ 1,771 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | December 31, 2020 2019 Advances from customers $ 372 $ 353 Accrued expenses 143 166 Operating lease liabilities 196 154 Employees and payroll accruals 155 152 Liability for vacation pay 134 115 Warranty provision 124 160 Related party (1) 8 87 Other payables 66 81 $ 1,198 $ 1,268 (1) Compensation to the chairman of the Board of Directors (“BOD”) as of December 31 ,2020 and 2019. The total fees to the chairman of the BOD recorded in general and administrative expenses for the years ended on December 31, 2020 and 2019, amounted to $32 and $25, respectively. |
Shareholders' Loans (Tables)
Shareholders' Loans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Shareholders' Loan | December 31, 2020 2019 Shareholders’ loan (a) $ - $ 6,166 Shareholders’ convertible loans (b) - 4,540 $ - $ 10,706 |
Schedule Fair Value Measurement on Conversion of Option and Valuation Techniques | As of December 31, 2019, the fair value of the convertible component was $703, using the following assumptions: Expected time to conversion (years) 0.25 Risk free interest rate (%) 1.55 % |
Schedule of Shareholders' Convertible Loan | The following table sets forth the changes in the conversion option and debt component of the shareholders’ convertible loan: Conversion option Debt component Balance as of January 1, 2019 $ 160 $ 865 Additions during the year 505 2,495 financial expenses 38 477 Balance as of December 31, 2019 703 3,837 financial expenses 3 163 Conversion of shareholders’ loan into preferred shares (706 ) (4,000 ) Balance as of December 31, 2020 $ - $ - |
Long-Term Loans (Tables)
Long-Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | December 31, 2020 2019 Long-term loans $ 3,532 $ 2,960 Less - current maturities (1,500 ) (1,125 ) $ 2,032 $ 1,835 |
Schedule of Fair Value of Warrants | As of December 31, 2020 and 2019, the fair value of the Viola Warrants was $442 and $112, respectively, using the following assumptions: December 31, 2020 2019 Expected volatility (%) 87 % 71 % Risk-free interest rate (%) 0.27 % 1.69 % Expected life (in years) 4 5 |
Schedule of Changes in Warrants | The following table sets forth the changes in the Viola Warrants: Balance as of January 1, 2019 $ - Additions during the year 100 Changes to the fair value 12 Balance as of December 31, 2019 112 Changes to the fair value 330 Balance as of December 31, 2020 $ 442 |
Cost of Revenues (Tables)
Cost of Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Cost of Revenue | Year Ended December 31, 2020 2019 Materials used $ 4,726 $ 4,821 Employees’ salaries and related expenses 1,251 1,163 Depreciation and amortization 870 648 Shipping and deliveries 487 595 Factory and other expenses 588 854 $ 7,922 $ 8,081 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development Expense [Abstract] | |
Schedule of Research and Development Expenses | Year Ended December 31, 2020 2019 Employees’ salaries and related expenses $ 1,710 $ 1,864 Subcontractors 142 50 Materials used 84 142 Depreciation 36 39 Factory and other expenses 43 115 $ 2,015 $ 2,210 |
Financial Expenses, Net (Tables
Financial Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Services Costs [Abstract] | |
Schedule of Financial Expenses | Year Ended December 31, 2020 2019 Changes in derivatives or financial liabilities measured at fair value $ 333 $ 50 Interest expenses 316 220 Interest in respect of loans to related parties 320 1,081 Other financial income (2 ) (5 ) $ 967 $ 1,346 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | December 31, 2020 2019 Deferred tax assets: Carry forward tax losses $ 9,074 $ 7,975 Other temporary differences 88 126 Deferred tax assets before valuation allowance 9,162 8,101 Valuation allowance (9,162 ) (8,101 ) Net deferred tax assets $ - $ - |
Loss Per Share Attributable t_2
Loss Per Share Attributable to Ordinary Shareholders (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: Three Month Ended March 31, 2021 2020 Numerator: Loss $ 1,587 $ 1,708 Denominator: Weighted-average shares used in computing loss per share 1,000,000 1,000,000 Loss per share attributable to ordinary shareholders, basic $ 1.59 $ 1.71 | Year Ended December 31, 2020 2019 Numerator: Loss $ 5,067 $ 5,046 Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 1,000,000 100,000 Loss per share attributable to ordinary shareholders, basic and diluted $ 5.07 $ 50.46 |
Schedule of Ordinary Shares Excluded from Computation of Diluted Loss Per Share | The potential Ordinary shares that were excluded from the computation of diluted loss per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: March 31, 2021 2020 Number of Ordinary shares Preferred shares (excluding Preferred A-1 shares) 732,273 732,273 Outstanding share options 131,892 45,500 Warrant to purchase Preferred shares 13,018 13,018 Shareholders’ convertible loans - 170,941 877,183 961,732 | December 31, 2020 2019 Number of Ordinary shares Preferred shares (excluding Preferred A-1 shares) 732,273 500,000 Outstanding share options 45,500 46,750 Warrant to purchase preferred shares 13,018 15,000 Shareholders’ convertible loans - 170,941 790,791 732,691 |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 15, 2021 | |
Accumulated losses | $ (40,939) | $ (39,352) | $ (34,285) | ||
Cash flows from operations | $ (1,072) | $ (826) | $ (3,830) | $ (3,950) | |
Subsequent Event [Member] | Certain Investor [Member] | Credit Line Agreement [Member] | |||||
Line of credit maximum borrowing capacity | $ 3,000 | ||||
Shareholders [Member] | |||||
Ownership percentage | 100.00% |
General (Details Narrative) (10
General (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 15, 2021 | |
Accumulated losses | $ (40,939) | $ (39,352) | $ (34,285) | ||
Cash flows from operations | $ (1,072) | $ (826) | $ (3,830) | $ (3,950) | |
Subsequent Event [Member] | Certain Investor [Member] | Credit Line Agreement [Member] | |||||
Line of credit maximum borrowing capacity | $ 3,000 | ||||
Shareholders [Member] | |||||
Ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets, estimated life | 15 years | |||
Warrants term | 4 years | |||
Deferred revenues | $ 159 | $ 138 | $ 66 | |
Sales commissions | 87 | 138 | ||
Warrant liability | $ 124 | 160 | ||
Employees defined contribution plan description | The Company has a 401(k) defined contribution plan covering all employees. All eligible employees may elect to contribute up to 100% of their compensation to the plan, but for 2020 and 2019, generally not greater than $19.5 and $19 per year, respectively, (for certain employees over 50 years of age the maximum contribution is $26 and $25 per year, respectively), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service limits. The Company contributes 3% of employee compensation to the plan with no limitation. | |||
Share based compensation | $ 1,518 | $ 6 | $ 20 | 18 |
Employees defined contribution plan | $ 103 | 93 | ||
Income tax description | more than 50% likely | |||
Fair value of share-based compensation | $ 20 | 18 | ||
Dividend yield | 0.00% | |||
Minimum [Member] | ||||
Warrants term | 2 months 30 days | |||
Maximum [Member] | ||||
Warrants term | 3 years 6 months | |||
Share based compensation | $ 26 | $ 25 | ||
Customers [Member] | Minimum [Member] | ||||
Warrants term | 1 year | |||
Customers [Member] | Maximum [Member] | ||||
Warrants term | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventory Write-off (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Inventory provision, beginning of the year | $ 226 | $ 358 |
Increase | 156 | 113 |
Write-off | (291) | (245) |
Inventory provision, end of the year | $ 91 | $ 226 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Life of Property and Equipment (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020 | |
Machinery and Equipment [Member] | |
Estimated useful life | 10 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Estimated useful life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Estimated useful life | 10 years |
Electronics, Communication Equipment and Computers [Member] | |
Estimated useful life | 3 years |
Electronics, Communication Equipment and Computers [Member] | Minimum [Member] | |
Estimated useful life | 3 years |
Electronics, Communication Equipment and Computers [Member] | Maximum [Member] | |
Estimated useful life | 5 years |
Office Equipment and Vehicles [Member] | |
Estimated useful life | 6 years |
Office Equipment and Vehicles [Member] | Minimum [Member] | |
Estimated useful life | 6 years |
Office Equipment and Vehicles [Member] | Maximum [Member] | |
Estimated useful life | 10 years |
Furniture [Member] | |
Estimated useful life | 10 years |
Leasehold Improvements [Member] | |
Estimated useful life decription | Shorter of remaining lease term or estimated useful life |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenues (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 4,585 | $ 2,244 | $ 8,603 | $ 8,771 |
Product [Member] | ||||
Revenues | 4,250 | 1,959 | 7,742 | 8,105 |
Service [Member] | ||||
Revenues | $ 335 | $ 285 | $ 861 | $ 666 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Geogeaphic Areas (Details) (10-K) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
USA | ||||
Concentration of risk percenatge | 63.00% | 91.00% | 87.00% | 81.00% |
CANADA | ||||
Concentration of risk percenatge | 27.00% | 9.00% | 13.00% | 19.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Major Customers (Details) (10-K) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Regional Distributor A [Member] | ||||
Concentration of risk percenatge | 39.00% | 51.00% | 37.00% | 47.00% |
Regional Distributor B [Member] | ||||
Concentration of risk percenatge | 8.00% | 12.00% | 8.00% | 15.00% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Fair Value of Options Granted (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Dividend yield | 0.00% |
Expected volatility | 69.00% |
Risk-free interest rate | 1.92% |
Expected life | 6 years 2 months 30 days |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Money market mutual funds | $ 2,452 | $ 4,202 | $ 1,692 |
Conversion component of convertible loans | 703 | ||
Warrants to purchase preferred shares | $ 426 | $ 442 | $ 112 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets - Schedule of Prepaid Expenses and Other Assets (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets [Abstract] | |||
Prepaid expenses | $ 49 | $ 83 | |
Advances to suppliers | 39 | 46 | |
Prepaid expenses and other assets | $ 325 | $ 88 | $ 129 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 1,973 | $ 2,346 | $ 2,238 |
Work in progress | 140 | 158 | 117 |
Finished goods | 151 | 77 | |
Inventory, net | $ 2,264 | $ 2,581 | $ 2,129 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 1,973 | $ 2,346 | $ 2,238 |
Work in progress | 140 | 158 | 117 |
Finished goods | 151 | 77 | |
Inventory gross | 2,672 | 2,355 | |
Less - provision for slow moving inventory | (91) | (226) | |
Inventory, net | $ 2,264 | $ 2,581 | $ 2,129 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 4,585 | $ 2,244 | $ 8,603 | $ 8,771 |
Product [Member] | ||||
Revenues | 4,250 | 1,959 | 7,742 | 8,105 |
Services [Member] | ||||
Revenues | $ 335 | $ 285 | $ 861 | $ 666 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenue Based on Geographic Areas (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
USA | ||||
Concentration of risk percenatge | 63.00% | 91.00% | 87.00% | 81.00% |
CANADA | ||||
Concentration of risk percenatge | 27.00% | 9.00% | 13.00% | 19.00% |
Latin America [Member] | ||||
Concentration of risk percenatge | 10.00% | 0.00% |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Company's Major Customer (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Regional Distributor A [Member] | ||||
Concentration of risk percenatge | 39.00% | 51.00% | 37.00% | 47.00% |
Regional Distributor B [Member] | ||||
Concentration of risk percenatge | 8.00% | 12.00% | 8.00% | 15.00% |
Regional Distributor C [Member] | ||||
Concentration of risk percenatge | 17.00% | 4.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Fair value of warrants to purchase preferred shares | [1] | $ 426 | $ 442 |
[1] | The Company measured the fair value of the warrants to purchase Preferred shares (a Level III valuation) using the Monte-Carlo option pricing model ("OPM"). |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||||
Money market mutual funds | $ 2,452 | $ 4,202 | $ 1,692 | |
Warrants to purchase preferred shares | [1] | $ 426 | $ 442 | |
[1] | The Company measured the fair value of the warrants to purchase Preferred shares (a Level III valuation) using the Monte-Carlo option pricing model ("OPM"). |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Warrants Using Monte-carlo Option Pricing Model Assumption (Details) | Mar. 31, 2021 | Mar. 31, 2020 |
Expected life (in years) | 4 years | |
Minimum [Member] | ||
Expected life (in years) | 2 months 30 days | |
Maximum [Member] | ||
Expected life (in years) | 3 years 6 months | |
Expected Volatility [Member] | ||
Fair value measurement | 92 | 87 |
Risk Free Interest Rate [Member] | ||
Fair value measurement | 0.27 | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value measurement | 0.37 | |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value measurement | 0.49 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2021 | Jan. 25, 2021 | Jun. 09, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options outstanding | 45,500 | 46,750 | 31,750 | ||||||
Options execrise price per share | $ 33.46 | $ 33.64 | $ 30.63 | ||||||
Share-based compensation expense | $ 1,518 | $ 6 | $ 20 | $ 18 | |||||
Weighted average fair value of share options granted | $ 21.12 | $ 40 | |||||||
Weighted average remaining contractual life | 9 years 9 months 18 days | 6 years 1 month 20 days | 7 years 1 month 6 days | ||||||
Chief Executive Officer [Member] | |||||||||
Vesting period | 4 years | ||||||||
2021 Employee Share Option Plan [Member] | |||||||||
Options granted | 45,500 | ||||||||
Options outstanding | 131,892 | 45,500 | [1] | ||||||
Vesting rights, description | The vesting schedules for the New Options were based on the vesting status of the Old Options, except for two grants out of the New Options which were granted as fully vested. | ||||||||
Options execrise price per share | $ 40 | $ 40 | $ 40 | ||||||
Expiration date | 10 years | ||||||||
Weighted average fair value of share options granted | $ 40 | ||||||||
2021 Employee Share Option Plan [Member] | Non-employee [Member] | |||||||||
Options granted | 1,800 | ||||||||
Options execrise price per share | $ 40 | ||||||||
Number of share vested | 450 | ||||||||
2021 Employee Share Option Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | Non-employee [Member] | |||||||||
Number of share vested | 1,350 | ||||||||
2021 Employee Share Option Plan [Member] | ASC 718 [Member] | |||||||||
Share-based compensation expense | $ 237 | ||||||||
2021 Employee Share Option Plan [Member] | Three Employees [Member] | |||||||||
Additional options granted | 7,000 | ||||||||
2021 Employee Share Option Plan [Member] | Certain Employees [Member] | |||||||||
Options granted | 11,325 | ||||||||
Vesting rights, description | The options shall vest over a four-year period from the grant date in sixteen equal quarterly installments. | ||||||||
Options execrise price per share | $ 40 | ||||||||
Vesting period | 4 years | ||||||||
2021 Employee Share Option Plan [Member] | Chief Executive Officer [Member] | |||||||||
Options granted | 58,767 | ||||||||
Vesting rights, description | 75% of the options will vest immediately and the remaining 25% will vest over a one-year period in four equal quarterly installments. | ||||||||
Options execrise price per share | $ 40 | ||||||||
2021 Employee Share Option Plan [Member] | Chief Financial Officer [Member] | |||||||||
Options granted | 7,500 | ||||||||
Vesting rights, description | The options shall vest over a four-year period from the date of the grant in sixteen equal quarterly installments. | ||||||||
Options execrise price per share | $ 40 | ||||||||
Vesting period | 4 years | ||||||||
2015 ESOP [Member] | |||||||||
Options outstanding | 45,500 | ||||||||
Options execrise price per share | $ 33.46 | ||||||||
[1] | Following the disclosed above in Note 6a, as of March 31, 2020 (unaudited) and December 31, 2020, 45,500 Old Options were outstanding under the 2015 ESOP with a weighted average exercise price ("WAEP") of $33.46 (out of which 33,000 Old Options were exercisable with a WAEP of $30.98). During the three months ended March 31, 2020 and the year ended December 31, 2020, no options were granted under the 2015 ESOP and 1,250 Old Options forfeited and expired |
Preferred Shares and Sharehol_3
Preferred Shares and Shareholders' Deficit (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2020 | Jun. 09, 2019 | Jun. 21, 2015 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 20, 2020 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Shares converted | 26,161 | |||||||
Preferred shares, shares authorized | 749,000 | 749,000 | 500,000 | |||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock issued during the period new issue, value | [1] | $ 13,341 | ||||||
Preferred stock, net of issuance costs | $ 5,920 | |||||||
Conversion of shareholders' loan into preferred shares | [1] | |||||||
Conversion of convertible loan into preferred shares | [1] | |||||||
Preferred stock distribution rights, description | Distribution rights - Upon (i) liquidation, (ii) deemed liquidation, such as merger, sale of all or substantially all of the shares and assets and (iii) dividend allocation, the Preferred B and B-1 shares holders shall have 1.75X preference (of their respective original issue price) less any dividends previously paid thereon. (the aggregate amount which a holder of a Preferred B share or Preferred B-1 share is entitled to receive is hereinafter referred to together as the “Series B Preferential Payment Amount”). After payment in full to the holders of Preferred B shares, the Preferred A-1 shares holders shall have 1X preference (of their respective original issue price) less any dividends previously paid thereon. After payment in full to the holders of Preferred B, B-1 and A-1 shares, the Preferred A shares holders shall have 1.5X preference (of their respective original issue price) less any dividends previously paid thereon. After the payment in full of all liquidation rights to holders of preferred and Ordinary Shares (as set forth above), the remaining assets of the Company available for distribution to its shareholders (or, in the case of a deemed liquidation event, the consideration not payable to the holders of shares of Preferred B shares, Preferred B-1 shares, Preferred A-1 shares, Preferred A shares and Ordinary Shares, or the remaining Available Proceeds, as the case may be), shall be distributed among the holders of the shares of Preferred B shares, Preferred B-1 shares, Preferred A shares and Ordinary Shares, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Preferred Shares (other than Preferred A-1 shares) as if they had been converted to Ordinary Shares pursuant to the terms of the amended and restated certificate of incorporation of the Company immediately prior to a distribution event. | |||||||
Option excerise price | 23 | 40 | ||||||
Fair value of option grant | $ 20 | $ 18 | ||||||
Weighted average remaining contractual life for option | 9 years 9 months 18 days | 6 years 1 month 20 days | 7 years 1 month 6 days | |||||
2015 Employee Share Option Plan [Member] | ||||||||
Ordinary shares, par value | $ 0.0001 | |||||||
Option vested period | 10 years | |||||||
Option to purchase grant | 45,500 | |||||||
Option excerise price | 40 | |||||||
Ordinary Shares [Member] | ||||||||
Stock issued during the period new issue | [1] | 900,000 | ||||||
Stock issued during the period new issue, value | [1],[2] | |||||||
Conversion of shareholders' loan into preferred shares | [1] | |||||||
Conversion of convertible loan into preferred shares | [1] | |||||||
Capital Notes Agreements [Member] | ||||||||
Shares converted | 26,161 | |||||||
Notes payable | $ 35,645 | |||||||
Repayments for shareholders' loan and shareholders' convertible loan | $ 9,484 | |||||||
Capital Notes Agreements [Member] | Ordinary Shares [Member] | ||||||||
Stock issued during the period new issue | 900,000 | |||||||
Preferred A-1 Shares [Member] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred shares, shares authorized | 1,000 | 1,000 | ||||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock redemption value | $ 7,500 | |||||||
Preferred B Shares [Member] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred shares, shares authorized | 145,000 | 145,000 | ||||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred B-1 Shares [Member] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred shares, shares authorized | 103,000 | 103,000 | ||||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred A Shares [Member] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred shares, shares authorized | 500,000 | 500,000 | ||||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred A Shares [Member] | Capital Notes Agreements [Member] | ||||||||
Stock issued during the period new issue | 500,000 | |||||||
Shareholders [Member] | ||||||||
Ordinary shares, par value | $ 0.01 | |||||||
Shares converted | 100 | |||||||
Ordinary shares, conversion price | $ 0.0001 | |||||||
New Investor [Member] | Share Purchase Agreement [Member] | ||||||||
Conversion of shareholders' loan into preferred shares | $ 6,257 | |||||||
Conversion of convertible loan into preferred shares | $ 4,706 | |||||||
New Investor [Member] | Preferred A-1 Shares [Member] | Share Purchase Agreement [Member] | ||||||||
Shares converted | 1,000 | |||||||
New Investor [Member] | Preferred B Shares [Member] | Share Purchase Agreement [Member] | ||||||||
Stock issued during the period new issue | 130,180 | |||||||
Stock issued during the period new issue, value | $ 5,920 | |||||||
Preferred stock, net of issuance costs | $ 80 | |||||||
New Investor [Member] | Preferred B-1 Shares [Member] | Share Purchase Agreement [Member] | ||||||||
Shares converted | 102,093 | |||||||
Board of Directors [Member] | ||||||||
Preferred stock redemption value | $ 100,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Option vested period | 4 years | |||||||
Option to purchase grant | 15,000 | |||||||
Option excerise price | 40 | |||||||
Fair value of option grant | $ 43 | |||||||
[1] | See Note 11d. | |||||||
[2] | Amount less than $1. |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Options Granted Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Dividend yield | 0.00% | |
Expected life | 6 years 2 months 30 days | |
2021 Employee Share Option Plan [Member] | ||
Dividend yield | 0.00% | |
Expected volatility, minimum | 86.00% | |
Expected volatility, maximum | 88.00% | |
Risk-free interest rate, minimum | 0.42% | |
Risk-free interest rate, maximum | 0.84% | |
2021 Employee Share Option Plan [Member] | Minimum [Member] | ||
Expected life | 5 years | |
2021 Employee Share Option Plan [Member] | Maximum [Member] | ||
Expected life | 7 years 4 months 13 days |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based compensation expense | $ 1,518 | $ 6 | $ 20 | $ 18 | |
Cost of Revenues [Member] | |||||
Share-based compensation expense | 16 | [1] | |||
Research and Development [Member] | |||||
Share-based compensation expense | 96 | [1] | |||
Selling and Marketing [Member] | |||||
Share-based compensation expense | 144 | [1] | |||
General and Administrative [Member] | |||||
Share-based compensation expense | $ 1,262 | $ 6 | |||
[1] | Amount less than $1. |
Preferred Shares and Sharehol_4
Preferred Shares and Shareholders' Deficit - Schedule of Composition of Share Capital (Details) (10-K) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 20, 2020 | Dec. 31, 2019 |
Ordinary shares, shares authorized | 2,001,000 | 2,001,000 | 1,500,000 | |
Ordinary shares, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |
Ordinary shares, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred shares, shares authorized | 749,000 | 749,000 | 500,000 | |
Preferred shares, shares issued | 733,273 | 733,273 | 500,000 | |
Preferred shares, shares outstanding | 733,273 | 733,273 | 500,000 | |
Preferred A Shares [Member] | ||||
Preferred shares, shares authorized | 500,000 | 500,000 | ||
Preferred shares, shares issued | 500,000 | 500,000 | ||
Preferred shares, shares outstanding | 500,000 | 500,000 | ||
Preferred A-1 Shares [Member] | ||||
Preferred shares, shares authorized | 1,000 | 1,000 | ||
Preferred shares, shares issued | 1,000 | |||
Preferred shares, shares outstanding | 1,000 | |||
Preferred B Shares [Member] | ||||
Preferred shares, shares authorized | 145,000 | 145,000 | ||
Preferred shares, shares issued | 130,180 | |||
Preferred shares, shares outstanding | 130,180 | |||
Preferred B-1 Shares [Member] | ||||
Preferred shares, shares authorized | 103,000 | 103,000 | ||
Preferred shares, shares issued | 102,093 | |||
Preferred shares, shares outstanding | 102,093 |
Preferred Shares and Sharehol_5
Preferred Shares and Shareholders' Deficit - Schedule of Composition of Share Capital (Details) (10-K) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 20, 2020 | Dec. 31, 2019 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred shares, par value | $ 0.0001 | 0.0001 | 0.0001 | |
Preferred A Shares [Member] | ||||
Ordinary shares, par value | 0.0001 | 0.0001 | ||
Preferred shares, par value | 0.0001 | 0.0001 | ||
Preferred A-1 Shares [Member] | ||||
Ordinary shares, par value | 0.0001 | 0.0001 | ||
Preferred shares, par value | 0.0001 | $ 0.0001 | 0.0001 | |
Preferred B Shares [Member] | ||||
Ordinary shares, par value | 0.0001 | 0.0001 | ||
Preferred shares, par value | 0.0001 | 0.0001 | 0.0001 | |
Preferred B-1 Shares [Member] | ||||
Ordinary shares, par value | 0.0001 | 0.0001 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Shares and Sharehol_6
Preferred Shares and Shareholders' Deficit - Schedule of Aggregate Liquidation Preference (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred shares, liquidation preference | $ 55,000 | $ 55,000 | $ 20,000 |
Preferred A Shares [Member] | |||
Preferred shares, liquidation preference | 30,000 | 20,000 | |
Preferred A-1 Shares [Member] | |||
Preferred shares, liquidation preference | 7,500 | ||
Preferred B Shares [Member] | |||
Preferred shares, liquidation preference | 10,500 | ||
Preferred B-1 Shares [Member] | |||
Preferred shares, liquidation preference | $ 7,000 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Options Granted (Details) - $ / shares | Jan. 25, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Number of options, options outstanding at beginning of the period | 45,500 | 46,750 | 31,750 | |||
Number of options, total options outstanding at end of the period | 45,500 | 46,750 | ||||
Number of options exercisable at the end of the period | 33,000 | 29,125 | ||||
Weighted average exercise price, options outstanding at beginning of the period | $ 33.46 | $ 33.64 | $ 30.63 | |||
WAEP options granted (Notes 6a and 6b) | $ 21.12 | 40 | ||||
Weighted average exercise price, total options outstanding at end of the period | 33.46 | 33.64 | ||||
Weighted average exercise price, options exercisable at the end of the period | $ 30.98 | $ 29.79 | ||||
2021 Employee Share Option Plan [Member] | ||||||
Number of options, options outstanding at beginning of the period | [1] | 45,500 | ||||
Number of options granted (Notes 6a and 6b) | 86,392 | |||||
Number of options, total options outstanding at end of the period | 131,892 | 45,500 | [1] | |||
Number of options exercisable at the end of the period | 105,094 | |||||
Weighted average exercise price, options outstanding at beginning of the period | $ 40 | |||||
WAEP options granted (Notes 6a and 6b) | 40 | |||||
Weighted average exercise price, total options outstanding at end of the period | $ 40 | 40 | $ 40 | |||
Weighted average exercise price, options exercisable at the end of the period | $ 40 | |||||
[1] | Following the disclosed above in Note 6a, as of March 31, 2020 (unaudited) and December 31, 2020, 45,500 Old Options were outstanding under the 2015 ESOP with a weighted average exercise price ("WAEP") of $33.46 (out of which 33,000 Old Options were exercisable with a WAEP of $30.98). During the three months ended March 31, 2020 and the year ended December 31, 2020, no options were granted under the 2015 ESOP and 1,250 Old Options forfeited and expired |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Options Granted (Details) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of options outstanding | 45,500 | 46,750 | 31,750 | |
Options outstanding weighted average exercise price | $ 33.46 | $ 33.64 | $ 30.63 | |
Number of options exercisable | 33,000 | 29,125 | ||
Options exercisable weighted average exercise price | $ 30.98 | $ 29.79 | ||
Number of options forfeited and expired | 1,250 | |||
2015 ESOP [Member] | ||||
Number of options outstanding | 45,500 | |||
Options outstanding weighted average exercise price | $ 33.46 | |||
Number of options exercisable | 33,000 | |||
Options exercisable weighted average exercise price | $ 30.98 | |||
Number of options granted | ||||
Number of options forfeited and expired | 1,250 | 1,250 |
Preferred Shares and Sharehol_7
Preferred Shares and Shareholders' Deficit - Schedule of Options Granted (Details) (10-K) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of options, options outstanding at beginning of the period | 45,500 | 46,750 | 31,750 |
Number of options, options granted | 15,000 | ||
Number of options, options expired and forfeited | (1,250) | ||
Number of options, total options outstanding at end of the period | 45,500 | 46,750 | |
Number of options exercisable at the end of the period | 33,000 | 29,125 | |
Weighted average exercise price, options outstanding at beginning of the period | $ 33.46 | $ 33.64 | $ 30.63 |
Weighted average exercise price, options granted | $ 21.12 | 40 | |
Weighted average exercise price, options expired and forfeited | 40 | ||
Weighted average exercise price, total options outstanding at end of the period | 33.46 | 33.64 | |
Weighted average exercise price, options exercisable at the end of the period | $ 30.98 | $ 29.79 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 150 | $ 277 | $ 770 | $ 551 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 6,522 | $ 6,277 | |
Less - Accumulated depreciation | (4,065) | (3,295) | |
Property and equipment, net | $ 2,388 | 2,457 | 2,982 |
Leasehold Improvements [Member] | |||
Property and equipment, gross | 210 | 171 | |
Machinery and Equipment [Member] | |||
Property and equipment, gross | 6,157 | 5,961 | |
Electronics, Communication Equipment and Computers [Member] | |||
Property and equipment, gross | 109 | 99 | |
Furniture [Member] | |||
Property and equipment, gross | 24 | 24 | |
Office Equipment and Vehicles [Member] | |||
Property and equipment, gross | $ 22 | $ 22 |
Leases (Details Narrative) (10-
Leases (Details Narrative) (10-K) | Feb. 01, 2019 |
Leases [Abstract] | |
Lease term | 3 years |
Leases - Schedule of Lease Rela
Leases - Schedule of Lease Related Assets and Liabilities (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
Operating lease assets | $ 856 | $ 904 | $ 1,086 |
Current lease liabilities | 196 | 154 | |
Long-term lease liabilities | $ 676 | 744 | 940 |
Operating lease liability | $ 940 | $ 1,094 | |
Remaining lease term | 4 years 29 days | 5 years 29 days | |
Discount rate | 7.88% | 7.88% |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 258 | $ 237 |
Lease cost | $ 258 | $ 237 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Year ended on December 31, 2021 | $ 259 | |
Year ended on December 31, 2022 | 264 | |
Year ended on December 31, 2023 | 269 | |
Year ended on December 31, 2024 | 275 | |
Year ended on December 31, 2025 | 23 | |
Total future lease payments | 1,090 | |
Less - imputed interest | (150) | |
Operating lease liability | $ 940 | $ 1,094 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 230 | $ 229 |
Operating leases | $ 1,242 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses | $ 34 | $ 34 | $ 136 | $ 136 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Less - Accumulated amortization | $ (272) | $ (136) |
Intangible Assets, Net | 1,771 | 1,907 |
Intellectual Property [Member] | ||
Intangible Assets, Gross | $ 2,043 | $ 2,043 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Amortization Expenses (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Year ended on December 31, 2021 | $ 136 | |
Year ended on December 31, 2022 | 136 | |
Year ended on December 31, 2023 | 136 | |
Year ended on December 31, 2024 | 136 | |
Year ended on December 31, 2025 and thereafter | 1,227 | |
Total | $ 1,771 | $ 1,907 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||||
Advances from customers | $ 372 | $ 353 | ||
Accrued expenses | 143 | 166 | ||
Operating lease liabilities | 196 | 154 | ||
Employees and payroll accruals | 155 | 152 | ||
Liability for vacation pay | 134 | 115 | ||
Warranty provision | 124 | 160 | ||
Related party | [1] | 8 | 87 | |
Other payables | 66 | 81 | ||
Accrued Expenses and Other Liabilities | $ 1,255 | $ 1,198 | $ 1,268 | |
[1] | Compensation to the chairman of the Board of Directors ("BOD") as of December 31 ,2020 and 2019. The total fees to the chairman of the BOD recorded in general and administrative expenses for the years ended on December 31, 2020 and 2019, amounted to $32 and $25, respectively. |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) (10-K) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
General and administrative expenses | $ 1,847 | $ 333 | $ 1,311 | $ 1,217 |
Chairman of the Board of Directors [Member] | ||||
General and administrative expenses | $ 32 | $ 25 |
Shareholders' Loans (Details Na
Shareholders' Loans (Details Narrative) (10-K) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accrued interest | $ 90 | $ 349 | |
Fair value of interest rate, amount | 67 | 255 | |
Proceeds from convertible loans | 3,000 | ||
Shareholders' convertible loans | 3,837 | ||
Fair value of the convertible component | 703 | ||
Shareholders' Convertible Loans [Member] | |||
Proceeds from convertible loans | 3,000 | $ 1,000 | |
Preferred A-1 Shares [Member] | |||
Shareholders loan amount | 6,257 | ||
Preferred B-1 Shares [Member] | |||
Loan conversion amount | $ 4,000 | ||
Qnergy Ltd. [Member] | |||
Shareholders loan amount | $ 5,484 | ||
Annual Interest rate | 6.00% | ||
Fair value of interest rate | 10.39% | ||
Shareholders' convertible loans | $ 4,000 |
Shareholders' Loans - Schedule
Shareholders' Loans - Schedule of Shareholders' Loan (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Shareholders' loan (a) | $ 6,166 | |
Shareholders' convertible loans (b) | 3,837 | |
Total loan amount | $ 10,706 |
Shareholders' Loans - Schedul_2
Shareholders' Loans - Schedule Fair Value Measurement on Conversion of Option and Valuation Techniques (Details) (10-K) | Dec. 31, 2019 |
Expected time to conversion (years) | 2 months 30 days |
Risk Free Interest Rate [Member] | |
Fair value convertible component | 1.55 |
Shareholders' Loans - Schedul_3
Shareholders' Loans - Schedule of Shareholders' Convertible Loan (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 3,837 | |
Additions during the year | $ 3,000 | |
Balance | 3,837 | |
Conversion Option [Member] | ||
Balance | 703 | 160 |
Additions during the year | 505 | |
financial expenses | 3 | 38 |
Conversion of shareholders' loan into preferred shares | (706) | |
Balance | 703 | |
Debt Component [Member] | ||
Balance | 3,837 | 865 |
Additions during the year | 2,495 | |
financial expenses | 163 | 477 |
Conversion of shareholders' loan into preferred shares | (4,000) | |
Balance | $ 3,837 |
Long-Term Loans (Details Narrat
Long-Term Loans (Details Narrative) (10-K) - USD ($) $ in Thousands | May 02, 2020 | Apr. 22, 2020 | Mar. 14, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair value of warrants | $ 426 | $ 442 | $ 112 | ||||
Viola Warrants [Member] | |||||||
Fair value of warrants | $ 600 | $ 442 | $ 112 | ||||
Maximum [Member] | |||||||
Debt instruments variable interest rate | 6.75% | ||||||
Loan description | According to the Viola Loan Amendment, repayment of the remaining 23 payments of the loan principal was deferred until January 1, 2021, and the interest rate on the loan was reduced to a maximum of 8.5% or LIBOR plus 6.25%. | ||||||
Interest rate decrease | 8.50% | ||||||
Viola Loan [Member] | |||||||
Debt instruments variable interest rate | 6.75% | ||||||
Loan description | The Viola Loan is denominated in USD, and bears interest at an annual rate equal to the higher of 10% or twelve-month LIBOR+6.75%. The principal amount of the Viola Loan shall be repaid in 24 equal monthly payments commencing 12 months from the grant of the loan. | ||||||
Viola Loan [Member] | Maximum [Member] | |||||||
Debt instrument face amount | $ 3,000 | ||||||
Viola Loan [Member] | Minimum [Member] | |||||||
Debt instruments interest rate | 10.00% | ||||||
PPP Note [Member] | Cache Valley Bank [Member] | |||||||
Proceeds from Loan | $ 653 |
Long-Term Loans - Schedule of L
Long-Term Loans - Schedule of Long-Term Debt (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | |||
Long-term loans | $ 3,532 | $ 2,960 | |
Less - current maturities | (1,500) | (1,125) | |
Long-term loans | $ 1,025 | $ 2,032 | $ 1,835 |
Long-Term Loans - Schedule of F
Long-Term Loans - Schedule of Fair Value of Warrants (Details) (10-K) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Expected life (in years) | 4 years | |||
Expected Volatility [Member] | ||||
Fair value measurement | 92 | 87 | ||
Risk Free Interest Rate [Member] | ||||
Fair value measurement | 0.27 | |||
Viola Warrants [Member] | ||||
Expected life (in years) | 4 years | 5 years | ||
Viola Warrants [Member] | Expected Volatility [Member] | ||||
Fair value measurement | 87 | 71 | ||
Viola Warrants [Member] | Risk Free Interest Rate [Member] | ||||
Fair value measurement | 0.27 | 1.69 |
Long-Term Loans - Schedule of C
Long-Term Loans - Schedule of Changes in Warrants (Details) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 112 | |
Balance | 442 | $ 112 |
Viola Warrants [Member] | ||
Balance | 112 | |
Additions during the year | 100 | |
Changes to the fair value | 330 | 12 |
Balance | $ 442 | $ 112 |
Cost of Revenues - Schedule of
Cost of Revenues - Schedule of Cost of Revenue (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Materials used | $ 4,726 | $ 4,821 | ||
Employees' salaries and related expenses | 1,251 | 1,163 | ||
Depreciation and amortization | 870 | 648 | ||
Shipping and deliveries | 487 | 595 | ||
Factory and other expenses | 588 | 854 | ||
Cost of revenues | $ 3,622 | $ 2,089 | $ 7,922 | $ 8,081 |
Research and Development Expe_3
Research and Development Expenses - Schedule of Research and Development Expenses (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development Expense [Abstract] | ||||
Employees' salaries and related expenses | $ 1,710 | $ 1,864 | ||
Subcontractors | 142 | 50 | ||
Materials used | 84 | 142 | ||
Depreciation | 36 | 39 | ||
Factory and other expenses | 43 | 115 | ||
Research and development | $ 635 | $ 568 | $ 2,015 | $ 2,210 |
Financial Expenses, Net - Sched
Financial Expenses, Net - Schedule of Financial Expenses (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Services Costs [Abstract] | ||||
Changes in derivatives or financial liabilities measured at fair value | $ 333 | $ 50 | ||
Interest expenses | 316 | 220 | ||
Interest in respect of loans to related parties | 320 | 1,081 | ||
Other financial income | (2) | (5) | ||
Financial expenses, net | $ 46 | $ 536 | $ 967 | $ 1,346 |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) (10-K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal corporate tax rates | 21.00% | 21.00% |
State corporate tax rates | 4.95% | 4.95% |
Net operating losses | $ 23,055 | |
Net operating carry-forward, description | Expire in varying amounts between the years ended 2033 and 2037 | |
Federal [Member] | ||
Net operating losses | $ 36,123 | |
State [Member] | ||
Net operating losses | $ 36,123 |
Taxes on Income - Schedule of D
Taxes on Income - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Carry forward tax losses | $ 9,162 | $ 8,101 |
Other temporary differences | 88 | 126 |
Deferred tax assets before valuation allowance | 9,250 | 8,227 |
Valuation allowance | (9,250) | (8,227) |
Net deferred tax assets |
Loss Per Share Attributable t_3
Loss Per Share Attributable to Ordinary Shareholders - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Loss | $ 1,587 | $ 1,708 | $ 5,067 | $ 5,046 |
Weighted-average shares used in computing loss per share attributable to ordinary shareholders, basic and diluted | 1,000,000 | 1,000,000 | 1,000,000 | 100,000 |
Loss per share attributable to ordinary shareholders, basic | $ 1.59 | $ 1.71 | $ 5.07 | $ 50.46 |
Loss Per Share Attributable t_4
Loss Per Share Attributable to Ordinary Shareholders - Schedule of Basic and Diluted Loss Per Share (Details) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Loss | $ (1,587) | $ (1,708) | $ (5,067) | $ (5,046) |
Weighted-average shares used in computing the loss per share attributable to ordinary shareholders, basic and diluted | 1,000,000 | 1,000,000 | 1,000,000 | 100,000 |
Loss per share attributable to ordinary shareholders, basic and diluted | $ 1.59 | $ 1.71 | $ 5.07 | $ 50.46 |
Loss Per Share Attributable t_5
Loss Per Share Attributable to Ordinary Shareholders - Schedule of Ordinary Shares Excluded from Computation of Diluted Loss Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Ordinary shares excluded from computation of diluted loss per share | 877,183 | 961,732 | 790,791 | 732,691 |
Preferred Shares [Member] | ||||
Ordinary shares excluded from computation of diluted loss per share | 732,273 | 732,273 | ||
Outstanding Share Options [Member] | ||||
Ordinary shares excluded from computation of diluted loss per share | 131,892 | 45,500 | 45,500 | 46,750 |
Warrant [Member] | ||||
Ordinary shares excluded from computation of diluted loss per share | 13,018 | 13,018 | 13,018 | 15,000 |
Shareholders' convertible loans [Member] | ||||
Ordinary shares excluded from computation of diluted loss per share | 170,941 | 170,941 |
Loss Per Share Attributable t_6
Loss Per Share Attributable to Ordinary Shareholders - Schedule of Ordinary Shares Excluded from Computation of Diluted Loss Per Share (Details) (10-K) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Potential shares excluded from diluted net loss per share | 877,183 | 961,732 | 790,791 | 732,691 |
Preferred Shares (Excluding Preferred A-1 Shares) [Member] | ||||
Potential shares excluded from diluted net loss per share | 732,273 | 500,000 | ||
Outstanding Share Options [Member] | ||||
Potential shares excluded from diluted net loss per share | 131,892 | 45,500 | 45,500 | 46,750 |
Warrant to Purchase Preferred Shares [Member] | ||||
Potential shares excluded from diluted net loss per share | 13,018 | 13,018 | 13,018 | 15,000 |
Shareholders' convertible loans [Member] | ||||
Potential shares excluded from diluted net loss per share | 170,941 | 170,941 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Thousands | May 24, 2021 | Apr. 21, 2021 | May 11, 2021 |
Propane Education & Research Council [Member] | PERC Agreement [Member] | |||
Milestone payable | $ 450 | ||
Viola Loan [Member] | Viola Credit Five Fund Limited Partnership [Member] | |||
Maximum borrowing capacity | $ 3,000 | ||
Interest rate | 8.25% | ||
Unrestricted cash | $ 1,000 | ||
Covenant terms | As part of the Viola Credit Line, Viola also received a warrant to purchase Preferred B shares or the most senior class of Company's shares issued in the first round of equity financing consummated following May 14, 2021, in an amount of up to $250 and an additional $150 upon extension of the draw-down term and an additional $150 upon the Second Extended Drawdown Term (the "Second Viola Warrants"). The Second Viola Warrants can be exercised for cash or on a cashless 'net issuance' basis. The exercise price for Preferred B shares will be determined based on the lowest price such warrant shares were purchased or if the Company consummates an IPO or a financing of at least $10,000 ("Next Equity Round") within twelve months - 85% of the initial "price to Public" or 85% of the lowest price actually paid for the shares issuable in such Next Equity Round. | ||
PPP Note [Member] | |||
Debt forgiven amount | $ 653 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) $ in Thousands | Apr. 21, 2021 | Mar. 15, 2021 | Jan. 25, 2021 | Jun. 09, 2019 | Jun. 21, 2015 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Option excerise price | 23 | 40 | ||||||
Chief Executive Officer [Member] | ||||||||
Option to purchase grant | 15,000 | |||||||
Option excerise price | 40 | |||||||
Option vested period | 4 years | |||||||
2021 Employee Share Option Plan [Member] | ||||||||
Option to purchase grant | 86,392 | |||||||
Option description | The vesting schedules for the New Options were based on the vesting status of the Old Options, except for two grants out of the New Options which were granted as fully vested. | |||||||
2021 Employee Share Option Plan [Member] | Three Employees [Member] | ||||||||
Option excerise price | 40 | |||||||
2021 Employee Share Option Plan [Member] | Employees [Member] | ||||||||
Option to purchase grant | 11,325 | |||||||
Option excerise price | 40 | |||||||
Option vested period | 4 years | |||||||
Option description | The options shall vest over a four-year period from the grant date in sixteen equal quarterly installments. | |||||||
2021 Employee Share Option Plan [Member] | Chief Executive Officer [Member] | ||||||||
Option description | 75% of the options will vest immediately and the remaining 25% will vest over a one-year period in four equal quarterly installments. | |||||||
2021 Employee Share Option Plan [Member] | Chief Financial Officer [Member] | ||||||||
Option vested period | 4 years | |||||||
Option description | The options shall vest over a four-year period from the date of the grant in sixteen equal quarterly installments. | |||||||
2021 Employee Share Option Plan [Member] | Non Employee [Member] | ||||||||
Option to purchase grant | 1,800 | |||||||
Option excerise price | 40 | |||||||
Option description | 450 option shall vest over one-year period, in twelve equal monthly installments, and the remaining 1,350 options shall vest upon the occurrence of the exit event (as defined in the grant agreement). | |||||||
2015 Employee Share Option Plan [Member] | ||||||||
Option to purchase grant | 45,500 | |||||||
Option excerise price | 40 | |||||||
Option vested period | 10 years | |||||||
Subsequent Event [Member] | Preferred B Shares [Member] | Second Viola Warrants [Member] | ||||||||
Proceeds from equity financing cost | $ 150 | |||||||
Subsequent Event [Member] | Preferred B Shares [Member] | Next Equity Round [Member] | ||||||||
Proceeds from equity financing cost | $ 10,000 | |||||||
Equity financing, description | The exercise price for Preferred B shares will be determined based on the lowest price such warrant shares were purchased or if the Company consummates an IPO or a financing of at least 10 million dollars ("Next Equity Round") withing 12 months - 85% of the initial "price to Public" or 85% of the lowest price actually paid for the shares issuable in such Next Equity Round. | |||||||
Subsequent Event [Member] | Maximum [Member] | Preferred B Shares [Member] | First Viola Warrants [Member] | ||||||||
Proceeds from equity financing cost | $ 250 | |||||||
Subsequent Event [Member] | Viola Credit Line Agreement [Member] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 3,000 | |||||||
Line of credit percentage | 8.25% | |||||||
Subsequent Event [Member] | Viola Credit Line Agreement [Member] | Minimum [Member] | ||||||||
Line of credit facility | $ 1,000 | |||||||
Subsequent Event [Member] | 2021 Employee Share Option Plan [Member] | ||||||||
Option to purchase grant | 45,500 | |||||||
Option excerise price | 40 | |||||||
Subsequent Event [Member] | 2021 Employee Share Option Plan [Member] | Three Employees [Member] | ||||||||
Option to purchase grant | 7,000 | |||||||
Subsequent Event [Member] | 2021 Employee Share Option Plan [Member] | Chief Executive Officer [Member] | ||||||||
Option to purchase grant | 58,767 | |||||||
Option excerise price | 40 | |||||||
Option description | 75% of the options will vest immediately and the remaining 25% will vest over a one-year period in four equal quarterly installments. | |||||||
Subsequent Event [Member] | 2021 Employee Share Option Plan [Member] | Chief Financial Officer [Member] | ||||||||
Option to purchase grant | 7,500 | |||||||
Option excerise price | 40 | |||||||
Option description | The options shall vest over a four-year period from the date of the grant in sixteen equal quarterly installments. |