Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 10, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Microbot Medical Inc. | |
Entity Central Index Key | 883,975 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,605,333 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 11,729 | $ 2,709 | |
Other receivables | 472 | 606 | |
Total current assets | 12,201 | 3,315 | |
Non-current assets: | |||
Restricted Cash | 27 | ||
Fixed assets, net | 66 | 53 | |
Total assets | 12,294 | 3,368 | |
Current liabilities: | |||
Trade payables | 21 | 512 | |
Accrued liabilities | 486 | 271 | |
Total current liabilities | 507 | 783 | |
Long term liabilities: | |||
Convertible notes | 76 | ||
Derivative warrant liability | 39 | 313 | |
Total liabilities | 546 | 1,172 | |
Commitments | |||
Temporary equity: | |||
Common stock of $0.01 par value; Issued and outstanding: 10,702,838 shares as of September 30, 2017 and December 31, 2016 | 500 | 500 | |
Shareholders’ equity: | |||
Preferred stock of $0.01 par value; Authorized: 1,000,000 shares as of September 30, 2017 and December 31, 2016; Issued and outstanding: 7,037 and 9,736 shares of Series A Convertible Preferred Stock as of September 30, 2017 and December 31, 2016, respectively | [1] | ||
Common stock of $0.01 par value; Authorized: 220,000,000 shares as of September 30, 2017 and December 31, 2016; Issued and outstanding: 26,302,495 and 15,848,136 shares as of September 30, 2017 and December 31, 2016, respectively | 370 | 266 | |
Additional paid-in capital | 29,915 | 14,465 | |
Accumulated deficit | (19,037) | (13,035) | |
Total shareholders’ equity | 11,248 | 1,696 | |
Total liabilities and shareholders’ equity | $ 12,294 | $ 3,368 | |
[1] | Less than 1 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares issued | 10,702,838 | 10,702,838 |
Temporary equity, shares outstanding | 10,702,838 | 10,702,838 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 7,037 | 9,736 |
Preferred stock, shares outstanding | 7,037 | 9,736 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 220,000,000 | 220,000,000 |
Common stock, shares issued | 26,302,495 | 15,848,136 |
Common stock, shares outstanding | 26,302,495 | 15,848,136 |
Interim Condensed Consolidated4
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Research and development expenses, net | $ 339 | $ 340 | $ 900 | $ 603 |
General and administrative expenses | 896 | 305 | 2,830 | 1,120 |
Operating loss | (1,235) | (645) | (3,730) | (1,723) |
Financing income (expenses), net | 48 | (7) | (2,272) | (241) |
Net loss | $ (1,187) | $ (652) | $ (6,002) | $ (1,964) |
Basic and diluted loss per share | $ (0.03) | $ (0.08) | $ (0.15) | $ (0.09) |
Interim Condensed Statements of
Interim Condensed Statements of Changes in Equity - USD ($) $ in Thousands | Preferred A Shares Microbot Medical Ltd. Pre-Merger [Member] | Preferred A Shares Microbot Medical Inc. Post-Merger [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Temporary Equity [Member] | |||||
Balance at Dec. 31, 2015 | $ 87 | [1] | [1] | $ 132 | $ 3,089 | $ (3,372) | $ (64) | ||||||
Balance, shares at Dec. 31, 2015 | 8,708,132 | [1] | [1] | 13,182,660 | |||||||||
Conversion of convertible notes and exercise of warrants issued upon conversion | $ 48 | [1] | [1] | 1,803 | 1,851 | ||||||||
Conversion of convertible notes and exercise of warrants issued upon conversion, shares | 4,746,237 | [1] | [1] | ||||||||||
Effect of reverse recapitalization | $ (135) | [1] | [1] | $ 153 | 454 | 472 | |||||||
Effect of reverse recapitalization, shares | (13,454,369) | [1] | [1] | 15,301,675 | |||||||||
Common stock classified as temporary equity | [1] | [1] | (500) | (500) | 500 | ||||||||
Beneficial Conversion Feature recorded on convertible debt acquired in reverse recapitalization | [1] | [1] | 2,029 | 2,029 | |||||||||
Transaction costs incurred in reverse recapitalization | [1] | [1] | $ 78 | 6,817 | 6,895 | ||||||||
Transaction costs incurred in reverse recapitalization, shares | [1] | [1] | 7,802,639 | ||||||||||
Cancellation of ordinary shares and issuance of preferred shares | [1] | [1],[2] | $ (97) | 97 | |||||||||
Cancellation of ordinary shares and issuance of preferred shares, shares | [1] | 9,736 | [1] | (9,736,000) | |||||||||
Share based compensation | [1] | [1] | 676 | 676 | |||||||||
Net loss for the period | (9,663) | (9,663) | |||||||||||
Balance at Dec. 31, 2016 | [2] | $ 266 | 14,465 | (13,035) | 1,696 | 500 | |||||||
Balance, shares at Dec. 31, 2016 | 9,736 | 26,550,974 | [3] | ||||||||||
Share based compensation | $ 1 | 175 | 176 | ||||||||||
Share based compensation, shares | 50,000 | ||||||||||||
Issuance of common stock | $ 45 | 12,657 | 12,702 | ||||||||||
Issuance of common stock, shares | 4,450,000 | ||||||||||||
Cashless exercise of warrants | [2] | [2] | |||||||||||
Cashless exercise of warrants, shares | 359 | ||||||||||||
Extinguishment of convertible notes and issuance of preferred A shares | [2] | 2,676 | 2,676 | ||||||||||
Extinguishment of convertible notes and issuance of preferred A shares, shares | 3,255 | ||||||||||||
Conversion of preferred A shares to common stock | [2] | $ 58 | (58) | ||||||||||
Conversion of preferred A shares to common stock, shares | (5,954) | 5,954,000 | |||||||||||
Net loss for the period | (6,002) | (6,002) | |||||||||||
Balance at Sep. 30, 2017 | [2] | $ 370 | $ 29,915 | $ (19,037) | $ 11,248 | $ 500 | |||||||
Balance, shares at Sep. 30, 2017 | 7,037 | 37,005,333 | [3] | ||||||||||
[1] | Share data for periods prior to the reverse recapitalization represents the legal equity structure of Microbot Medical Ltd. with the number of shares adjusted to retroactively reflect the one-to-nine Reverse Stock Split effected on November 28, 2016 as well as the reverse recapitalization consummated on November 28, 2016. | ||||||||||||
[2] | Less than 1 | ||||||||||||
[3] | Includes 10,702,838 common stock classified as temporary equity. |
Interim Condensed Statements o6
Interim Condensed Statements of Changes in Equity (Parenthetical) - shares | Nov. 28, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | |||
Reverse stock split | one-to-nine Reverse Stock Split | ||
Temporary equity | 10,702,838 | 10,702,838 |
Interim Condensed Consolidated7
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
OPERATING ACTIVITIES | |||||
Net loss for the period | $ (1,187) | $ (652) | $ (6,002) | $ (1,964) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | 3 | 3 | 15 | 8 | |
Interest and amortization of discount on convertible notes | 27 | 237 | 260 | ||
Financing loss on debt extinguishment | 2,364 | ||||
Share-based compensation expense | 22 | 176 | 675 | ||
Changes in fair value of derivative warrant liability | 1 | (274) | |||
Changes in assets and liabilities: | |||||
Increase (decrease) in other receivables | 72 | (12) | 29 | (2) | |
Increase (decrease) in other payables and accrued liabilities | (260) | 213 | (92) | 256 | |
Net cash used in operating activities | (1,349) | (421) | (3,547) | (767) | |
INVESTMENT ACTIVITIES | |||||
Increase in restricted cash | (27) | ||||
Purchase of property and equipment | (28) | ||||
Net cash used in investing activities | (55) | ||||
FINANCING ACTIVITIES | |||||
Inflow in connection with current assets and liabilities acquired in reverse recapitalization, net | (82) | ||||
Issuance of convertible notes | 750 | ||||
Exercise of warrants | 154 | 154 | |||
Issuance of common stock, net of issuance costs | 12,704 | ||||
Net cash provided by financing activities | 154 | 12,622 | 904 | ||
Increase (decrease) in cash and cash equivalents | (1,349) | (267) | 9,020 | 137 | |
Cash and cash equivalents at the beginning of the period | 13,078 | 841 | 2,709 | 437 | |
Cash and cash equivalents at the end of the period | 11,729 | 574 | 11,729 | 574 | |
Non-cash financing transactions: | |||||
Cashless exercise of warrants | [1] | ||||
Conversion of preferred A shares | 27 | 60 | |||
Extinguishment of convertible notes in exchange for preferred A shares | $ 2,083 | ||||
[1] | Less than 1 |
General
General | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 - GENERAL A. Description of Business: Microbot Medical Inc. (the “Company”) is a pre-clinical medical device company specializing in the research, design and development of next generation micro-robotics assisted medical technologies targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its micro-robotic technologies with the goal of improving surgical outcomes for patients. The Company was incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate of Incorporation was restated on February 14, 1992 to change the name of the Company to CytoTherapeutics, Inc. On May 24, 2000, the Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc. On November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”), and C&RD Israel Ltd. (“Merger Sub”), an Israeli corporation and wholly-owned subsidiary of the Company, whereby Merger Sub merged with and into Microbot Israel and Microbot Israel surviving as a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the terms of the Merger, at the effective time of the Merger, each outstanding ordinary share of Microbot Israel capital stock was converted into the right to receive approximately 2.9 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), after giving effect to a one for nine reverse stock split (the “Reverse Stock Split”), for an aggregate of 26,550,974 shares of Common Stock issued to the former Microbot Israel shareholders. In addition, all outstanding options to purchase the ordinary shares of Microbot Israel were assumed by the Company and converted into options to purchase an aggregate of 2,614,916 shares of the Common Stock. Additionally, the Company issued an aggregate of 7,802,639 restricted shares of its Common Stock or rights to receive the Common Stock, to certain advisers. On the same day and in connection with the Merger, the Company changed its name from StemCells, Inc. to Microbot Medical Inc. On November 29, 2016, the Common Stock began trading on the Nasdaq Capital Market under the symbol “MBOT”. As a result of the Merger, Microbot Israel became a wholly owned subsidiary of the Company. The transaction between the Company and Microbot Israel was accounted for as a reverse recapitalization. As the shareholders of Microbot Israel received the largest ownership interest in the Company, Microbot Israel was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Microbot Israel. Unless indicated otherwise, pre-acquisition share, options and warrants data included in these financial statements have been retroactively adjusted to reflect the Reverse Stock Split and the Merger. Prior to the Merger, the Company was a biopharmaceutical company that conducted research, development, and commercialization of stem cell therapeutics and related technologies. The sale of all material assets relating to the stem cell business was substantially completed on November 29, 2016. The Company and its subsidiaries are collectively referred to as the “Company”. “StemCells” or “StemCells, Inc.” refers to the Company prior to the Merger. B. Risk Factors: To date the Company has not generated revenues from its operations. As of September 30, 2017, the Company had cash and cash equivalents totaling approximately $11,729, which the Company believes is sufficient to fund its operations for more than 12 months from the date of issuance of these financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products. The Company plans to continue to fund its current operations, as well as other development activities relating to additional product candidates, through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority (the “IIA”). C. Use of Estimates: The preparation of interim consolidated condensed financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the interim consolidated condensed financial statements cannot precisely be determined at the time of interim consolidated condensed financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements: The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 21, 2017. Operating results for the nine and three-month periods ended September 30, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. B. Significant Accounting Policies: The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements. Certain prior year amounts have been reclassified for consistency with the current period presentation. C. Recent Accounting Standards: The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on its financial statements. Following are newly issued standards or material updates to the Company’s previous assessments from its Annual Report on Form 10-K for the fiscal year ended December 31, 2016: In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The company has not yet generated revenues to date, and thus does not expect the standard to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 5) and will likely have an insignificant impact on the consolidated statements of comprehensive loss. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 “Restricted Cash” to provide guidance on the presentation of restricted cash in the statement of cash flows. Currently, the statement of cash flows explained the change in cash and cash equivalents for the period. The ASU requires that the statement of cash flows explain the change in cash, cash equivalents and restricted cash for the period. The ASU is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company does not expect the adoption to have a material effect on the statements of cash flows as the Company’s restricted cash is not expected to be material. In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect to change terms or conditions of share-based payment awards, and therefore, does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 4 which upon adoption of the new standard are expected to be classified as equity. |
Convertible Loan from Sharehold
Convertible Loan from Shareholders | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Loan from Shareholders | NOTE 3 - CONVERTIBLE LOAN FROM SHAREHOLDERS On October 8, 2015, Microbot Israel entered into a convertible loan agreement with several investors who were also existing shareholders. According to the loan agreement, Microbot Israel received an amount of $419. The loan bore interest of 10%, and was converted to both equity shares and warrants to purchase Series A Preferred Shares (as defined below in this Note 3) of Microbot Israel on the nine-month anniversary of the loan. The Company concluded the conversion feature is not a Beneficial Conversion Feature pursuant to the provisions of ASC 470-20, “Debt with Conversion and Other Options”. Accordingly, the proceeds were recorded in liabilities in their entirety at the date of issuance. On July 7, 2016, the outstanding principal and accrued interest were converted into 1,315,023 Series A preferred shares, of Microbot Israel (the “Series A Preferred Shares”) and 1,188,275 warrants to purchase the Series A Preferred Shares, at an exercise price of $1.00 per share. The warrants were exercised in full in September 2016 for total gross proceeds to Microbot Israel of approximately $410. On May 11, 2016, Microbot Israel entered into a convertible loan agreement with several investors who were also existing shareholders. The loan bore interest at a fixed rate of 10% per annum beginning on the issuance date. At maturity, all of the outstanding principal and accrued interest was converted into Microbot Israel’s ordinary shares subject to the conversion or default events specified in the loan agreement, based on a conversion price that represents a 20% discount on Microbot Israel’s valuation upon such default events. Furthermore, in the event of a reverse merger transaction or a qualified financing, each as defined in the convertible loan agreement with respect to such loans, all of the outstanding principal and accrued interest would be converted into the securities issued in the reverse merger or the qualified financing, as the case may be. On November 28, 2016, upon the consummation of the Merger, the loan was converted into an aggregate of 2,242,939 shares of Common Stock. The Company concluded the value of the loan is predominantly based on a fixed monetary amount known at the date of issuance as represented by the 20% discount on the Company’s valuation. Accordingly, the loan was classified as debt and is measured at its fair value, pursuant to the provisions of ASC 480-10, “Accounting for Certain Financial instruments with Characteristics of both Liabilities and Equity”. The fair value of the loan is measured based on observable inputs as the fixed monetary value of the variable number of shares to be issued upon conversion (level 2 measurement). Secured Note to Alpha Capital Anstalt: On August 15, 2016, concurrent with the execution of the Agreement and Plan of Merger (see Note 1A), StemCells Inc. issued a 6.0% secured note (the “Note”) to Alpha Capital Anstalt (“Alpha Capital”), in the principal amount of $2,000, for value received, payable upon the earlier of (i) 30 days following the consummation of the Merger and (ii) December 31, 2016. Proceeds from the Note were used for the payment of costs and expenses in connection with the Merger and operational expenses leading to such Closing. The Note bore interest at 6% per annum, payable monthly in arrears on the first of the month, beginning on January 1, 2017 until the principal amount was paid in full. In addition, the Note was secured by a first priority security interest in all of StemCells intellectual property and certain other general assets pursuant to a Security Agreement. Securities Exchange Agreement with Alpha Capital: As of the effective time of the Merger, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Alpha Capital, providing for the issuance to Alpha Capital of a convertible promissory note by the Company (the “Convertible Note”) in a principal amount of approximately $2,029, which is equal to the principal and accrued interest under the Note, in exchange for (a) the full satisfaction, termination and cancellation of the Note and (b) the release and termination of the Security Agreement and the first priority security interest granted thereunder. The Convertible Note is convertible into the Common Stock any time after November 28, 2017 and until the maturity date of November 28, 2019, based on a conversion price of $0.64, subject to adjustments as provided in the Exchange Agreement. Pursuant to the terms of the Convertible Note, the Company is obligated to pay interest on the outstanding principal amount owed under the Convertible Note at a fixed rate per annum of 6.0%, payable at maturity or earlier upon conversion. The Exchange Agreement contains customary representations and warranties and usual and customary affirmative and negative covenants. The Convertible Note also contains certain customary events of default. As the Exchange Agreement represented the consummation of the original intent of the Company and Alpha Capital, as of the date of execution of the Merger Agreement (August 2016), to enter into a $2,000 convertible note sale transaction, upon the consummation of the Merger, the Company accounted for the Convertible Note in accordance with such economic substance, as if it had been issued for a cash consideration equal to the principal and accrued interest on the Note, as of the effective date of the Merger, in the amount of approximately $2,029 (the “Assumed Consideration”), which is equal to the principal amount of the Convertible Note as determined in the Exchange Agreement. The Company concluded the conversion feature of the Convertible Note, based on the commitment date of November 28, 2016 (the Exchange Agreement date), is a Beneficial Conversion Feature pursuant to the provisions of ASC 470-20, “Debt with Conversion and Other Options”. Accordingly, the Assumed Consideration was recorded in equity with a corresponding discount on the Convertible Note, to be amortized over its term through maturity. See also Note 6 – Securities Exchange Agreements with Alpha Capital. The carrying value of the Convertible Note as of the periods below was calculated as follow: Balance at September 30, 2017 Balance at December 31, 2016 Unaudited Audited Convertible note $ - $ 2,029 Unamortized discount - (1,963 ) Accrued interest - 10 $ - $ 76 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | NOTE 4 - DERIVATIVE WARRANT LIABILITIES As part of StemCell’s obligations under the Merger Agreement, in August 2016, StemCells negotiated with certain institutional holders of its 2016 Series A and Series B Warrants, issued prior to the Merger, to have such holders surrender their 2016 Series B Warrants in exchange for a reduced exercise price of $0.30 per share on their existing 2016 Series A Warrants and the elimination of the anti-dilution price protection in the 2016 Series A Warrants. As a result, the exercise price for all outstanding 2011 Series A Warrants and 2016 Series A and Series B Warrants was reset to $0.30 per share. Upon exercise of these warrants, StemCells issued 531,814 shares of its common stock prior to the Merger. The $0.30 per share exercise price was later adjusted to $2.70 as a result of the Company’s Reverse Stock Split. The remaining outstanding warrants as of December 31, 2016 and September 30, 2017 are as follows: Issuance Date Outstanding as of December 31, 2016 Outstanding as of September 30, 2017 Exercise Price Exercisable as of September 30, 2017 Exercisable Through Series A (2011) 64,230 - $ 151.20 - December 2016 Series A (2013) 57,814 57,814 $ 194.40 57,814 October 2018 Series A (2013) 2,718 2,718 $ 183.60 2,718 April 2023 Series A (2015) 10,139 10,139 $ 91.80 10,139 April 2020 Series A (2016) (a)(b) 10,047 9,279 $ 2.70 9,279 March 2018 Series B (2016) (a) 41,116 41,116 $ 2.70 41,116 March 2022 (a) These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any Common Stock or securities convertible into Common Stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower Common Stock sales price. As such anti-dilution price protection, does not meet the specific conditions for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of the Company’s warrant liability at September 30, 2017 and December 31, 2016, was approximately $39 and $313, respectively. As quoted prices in active markets for identical or similar warrants are not available, the Company uses directly observable inputs in the valuation of its derivative warrant liabilities (level 2 measurement). The Company uses the Black-Scholes valuation model to estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on the Company’s historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of the Common Stock as traded on NASDAQ. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement. (b) In March 2017, an institutional holder executed a cashless exercise of 768 warrants and 359 shares of Common Stock were issued in connection therewith. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of September 30, 2017 and December 31, 2016: As of September 30, 2017 As of December 31, 2016 Series A (2016) Series B (2016) Series A (2016) Series B (2016) Share price $ 1.17 $ 1.17 $ 6.10 $ 6.10 Exercise price $ 2.70 $ 2.70 $ 2.70 $ 2.70 Expected volatility 137 % 131 % 380 % 380 % Risk-free interest 1.24 % 1.89 % 0.85 % 1.93 % Dividend yield — — — — Expected life of up to (years) 0.50 4.50 1.2 5.2 Activity in such liabilities measured on a recurring basis is as follows: Derivative warrant liabilities As of December 31, 2016 $ 313 Revaluation of warrants (274 ) Exercise warrants (*) As of September 30, 2017 $ 39 In accordance with ASC-820-10-50-2(g), the Company has performed a sensitivity analysis of the derivative warrant liabilities of the Company which are classified as level 3 financial instruments. The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary over time, namely, the volatility and the risk-free rate. A 5.0% decrease or increase in volatility would not cause a material change in the value of the warrants. A 5.0% decrease or increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 5 - COMMITMENTS Microbot Israel obtained from the IIA grants for participation in research and development for the years 2013 through September 30, 2017 in the total amount of approximately $1,183, and, in return, Microbot Israel is obligated to pay royalties amounting to 3% of its future sales up to the amount of the grant. The grant is linked to the exchange rate of the dollar to the New Israeli Shekel and bears interest of Libor per annum The repayment of the grants is contingent upon the successful completion of the Company’s research and development programs and generating sales. The Company has no obligation to repay these grants, if the project fails, is unsuccessful or aborted or if no sales are generated. The financial risk is assumed completely by the IIA. The grants are received from IIA on a project-by-project basis. Microbot Israel signed an agreement with the Technion Research and Development Foundation (“TRDF”) in June 2012 by which TRDF transferred to Microbot Israel a global, exclusive, royalty-bearing license. As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5%-3%) and on sublicense income as detailed in the agreement. Lease Agreements In June 2016, the Company entered into an office lease agreement, with a term ending on February 28, 2018. According to the lease agreement, the monthly office lease payment is approximately $3. In December 2016, the Company entered into an automobile lease agreement, which expires on December 31, 2019. According to the lease agreement, the monthly lease payment is approximately $2.5. In May 2017, the Company entered into an office lease agreement effective from January 1, 2018, with a term ending on December 31, 2020. According to the lease agreement, the monthly office lease payment is approximately $14. Compensation Liability The Company incurred compensation commitments of approximately $400 to a former executive that management estimates as remote, and therefore, is not reflected in these interim condensed consolidated financial statements. Contract Research Agreement On January 27, 2017, the Company entered into a Contract Research Agreement (the “Research Agreement”) with The Washington University (“Washington U.”), pursuant to which the parties will collaborate to determine the effectiveness of the Company’s self-cleaning shunt. The initial research to be performed by Washington U. is expected to be completed by the end of 2017, with a comprehensive study to follow and be completed in 2018. The cost of the initial study, to be paid by the Company, is expected to be approximately $130, with the cost of any further studies to be determined. Pursuant to the Research Agreement, all rights, title and interest in the data, information and results obtained or arrived at by Washington U. in the performance of its services under the Research Agreement, as well as any patentable inventions obtained or arrived at in the performance of such services, will be jointly owned by the Company and Washington U., and each will have full right to practice and grant licenses in joint inventions. Additionally, Washington U. granted to the Company: (a) a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual and irrevocable license to use and practice patentable inventions (other than joint inventions and improvements to Washington U.’s animal models) obtained or arrived at by Washington U. in the provision of its services under the Research Agreement (“University Inventions”) with respect to the self-cleaning shunt; and (b) an exclusive option to obtain an exclusive worldwide license in University Inventions, on terms to be negotiated between the parties. Litigation The Company is named as the defendant in a lawsuit, captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, pending in the Supreme Court of the State of New York, County of New York. The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the June 8, 2017 equity financing of the Company (the “Financing”), of which the Plaintiffs participated. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $3,375 purchase price with respect to the Financing, and damages in an amount to be determined at trial, but to exceed $1 million. Due to the early stage in the ligation process, management is unable to assess the likelihood of the claim and the amount of potential damages, if any, to be awarded. |
Share Capital
Share Capital | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Share Capital | NOTE 6 - SHARE CAPITAL Each share of the Series A Convertible Preferred Stock, par value $0.01 per share, issued by the Company in December 2016 and in May 2017 (the “Series A Convertible Preferred Stock”), is convertible, at the option of the holder, into 1,000 shares of Common Stock, and confer upon the holder dividend rights on an as converted basis. Exercise of Warrants On March 2017, an institutional holder exercised, in a cashless transaction, 768 warrants and 359 shares of Common Stock were issued in connection therewith. Share Capital Developments The authorized capital stock consists of 221,000,000 shares of capital stock, which consists of 220,000,000 shares of Common Stock and 1,000,000 shares of undesignated preferred stock, par value $0.01 (the “Preferred Stock”). As of September 30, 2017, the Company had 37,005,333 shares of Common Stock issued and outstanding, and 7,037 shares of Series A Convertible Preferred Stock issued and outstanding. On November 28, 2016, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to (i) effect the Reverse Stock Split, (ii) change its name from “StemCells, Inc.” to “Microbot Medical Inc.” and (iii) increase the number of authorized shares of the Common Stock from 200,000,000 to 220,000,000 shares (the “Certificate of Amendment”). As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Common Stock immediately prior to the Reverse Stock Split were reduced into a smaller number of shares, such that every nine shares of the Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of the Common Stock. Immediately following the Reverse Stock Split and the Merger, there were 36,254,240 shares of the Common Stock issued and outstanding, which included certain rights to receive shares of Common Stock or equivalent securities but excludes shares underlying outstanding stock options and warrants and the Convertible Note. On December 27, 2016, the Company exchanged 9,735,925 shares or rights to acquire shares of its Common Stock, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock. See “- Securities Exchange Agreement with Alpha Capital” below. See also Note 3 – Securities Exchange Agreement with Alpha Capital, above. On January 5, 2017, the Company entered into a definitive securities purchase agreement with an institutional investor (the “Purchaser”) for the purchase and sale of an aggregate of 700,000 shares of Common Stock in a registered direct offering for $5.00 per share or gross proceeds of $3,500. The Company paid the placement agent a fee of $210 plus reimbursement of out-of-pocket expenses, as well as other offering-related expenses. On June 5, 2017, the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Investors”) providing for the issuance and sale by the Company to the Investors of an aggregate of 3,750,000 shares of Common Stock, at a purchase price per share of $2.70. The gross proceeds to the Company was $10,125 before deducting placement agent fees and offering expenses of $922. Employee Stock Option Grant In September 2014, Microbot Israel’s board of directors approved a grant of 403,592 stock options (1,167,693 stock options as retroactively adjusted to reflect the Merger) to its CEO, through MEDX Venture Group LLC. Each option was exercisable into an ordinary share, at an exercise price of $0.80 ($0.28 as retroactively adjusted to reflect the Merger). The stock options were fully vested at the date of grant. On September 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of Common Stock to directors, officers and employees of the Company and to other individuals. On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 1,812,712 shares of Common Stock to Mr. Harel Gadot, the Company’s Chairman of the Board, President and CEO, at an exercise price per share of $1.05. The stock options vest over a period of 3-5 years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $22 included in general and administrative expenses for the period ended September 30, 2017. On September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 1,087,627 shares of Common Stock to Mr. Hezi Himelfarb, the company’s General Manager, COO and a member of the Board, at an exercise price per share of $1.29. The grant was subject to the Israeli Tax Authority’s approval of the plan which occurred on October 14, 2017. In accordance with the option agreement, the options began vesting as of the grant date for a period of 3 years. A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: For the nine-month period ended September 30, 2017 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 2,614,916 $ 0.13 $ 3,739 Granted 1,812,712 1.05 Exercised - - Cancelled - - - Outstanding at end of period 4,427,628 $ 0.51 $ 2,922 Options vested end of period 2,614,916 $ 0.13 For the twelve months ended December 31, 2016 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 1,167,693 $ 0.28 Granted 1,447,223 (*) Exercised - - Cancelled - - - Outstanding at end of period 2,614,916 $ 0.13 $ 3,739 Vested and expected-to-vest at end of period 2,614,916 $ 0.39 $ 3,739 (*) Less than 1 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Common Stock and the exercise price, multiplied by the number of in-the-money stock options on those dates that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates.) as of September 30, 2017 and December 31, 2016 respectively, The stock options outstanding as of September 30, 2017, and December 31, 2016, have been separated into exercise prices, as follows: Exercise price Stock options outstanding as of September 30, Stock options outstanding as of December 31, Weighted average remaining contractual life – years as of September 30, Weighted average remaining contractual life – years as of December 31, Stock options exercisable as of September 30, Stock options exercisable as of December 31, $ 2017 2016 2017 2016 2017 2016 0.28 1,167,693 1,167,693 7.25 8.0 1,167,693 1,167,693 1.05 1,812,712 - 10 - - - (*) 1,447,223 1,447,223 8.75 9.5 1,447,223 1,447,223 4,427,628 2,614,916 2,614,916 2,614,916 (*) Less than 1 Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the period ended September 30, 2017 and 2016 was $22 and $675, respectively which were included in general and administrative expenses. The fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following weighted-average assumptions: Nine-month period ended September 30, 2017 Year ended December 31, 2016 Expected volatility 133.9 % 77.3 % Risk-free interest 1.5 % 0.6 % Dividend yield 0 % 0 % Expected life of up to (years) 6.71 5 Shares Issued to Service Provider In connection with the Merger, the Company issued an aggregate of 7,802,639 restricted shares of its Common Stock to certain advisors. The fair value of the award of approximately $10,000 was estimated based on the share price of the Common Stock of $1.28 as of the date of grant. The portion of the expense in excess of the cash and other current assets acquired in the Merger, in the amount of $7,300, was included in general and administrative expenses in the Statements of Comprehensive Loss. On May 26, 2017, the Company issued an aggregate of 50,000 nonrefundable shares of Common Stock to a consultant as part of investor relations services. The Company recorded expenses of approximately $154 with respect to the issuance of these shares included in general and administrative expenses. Securities Exchange Agreement with Alpha Capital On December 16, 2016, the Company entered into a Securities Exchange Agreement with Alpha Capital, pursuant to which Alpha Capital exchanged 9,735,925 shares of Common Stock or rights to acquire shares of the Common Stock held by it, for 9,736 shares of a newly designated class of the Series A Convertible Preferred Stock. The Common Stock and Common Stock underlying the rights to acquire Common Stock include all of the shares of Common Stock issued or issuable to Alpha Capital pursuant to the Merger. The 9,735,925 shares of Common Stock and the rights to acquire Common Stock were cancelled and the Company’s issued and outstanding shares of Common Stock were reduced to 26,518,315. On May 9, 2017, the Company entered into a Securities Exchange Agreement with Alpha Capital pursuant to which the Company agreed to issue 3,254 shares of the Series A Convertible Preferred Stock, in exchange for the full satisfaction, termination and cancellation of the outstanding 6% convertible promissory note of the Company in the principal amount of approximately $2,029, issued on November 28, 2016 and held by Alpha Capital. The Series A Convertible Preferred Stock is the same series of securities as the Company’s existing Series A Convertible Preferred Stock issued in December 2016. As a result of the extinguishment of the convertible note and issuance of the preferred shares, the Company recorded a financial loss in the amount of $2.36 million On May 11, 2017, the holder of the Series A Convertible Preferred Stock delivered to the Company a request to convert 700 shares of the Series A Convertible Preferred Stock for 700,000 shares of Common Stock, pursuant to the terms of conversion of the Series A Convertible Preferred Stock. On May 12, 2017, the Company issued the 700,000 shares of Common Stock. Between May 18, 2017 and June 30, 2017, the holder of the Series A Convertible Preferred Stock converted an aggregate of 2,554 shares of the Series A Convertible Preferred Stock for an aggregate of 2,554,000 shares of Common Stock. Between July 10, 2017 and September 20, 2017, the holder of the Series A Convertible Preferred Stock converted an aggregate of 2,700 shares of the Series A Convertible Preferred Stock for an aggregate of 2,700,000 shares of Common Stock. Repurchase of Shares The Company intends to enter into a definitive agreement with up to three Israeli shareholders, some of whom are directors of the Company, that were former shareholders of Microbot Israel, pursuant to which the Company would repurchase, at a discount on the fair value of the share at the date of repurchase, up to $500 of Common Stock held by them, in the aggregate, if and to the extent such shareholders are unable to sell enough of their shares to cover certain of their Israeli tax liabilities resulting from the Merger. Such repurchase(s), if any, would occur only after the two-year anniversary of the Merger. The transaction is subject to negotiating final terms and entering into definitive agreements with such shareholders. The Company evaluated whether an embedded derivative that requires bifurcation exists within such shares that may be subject to repurchase. The Company concluded the fair value of such derivative instrument would be nominal and in any case would represent an asset to the Company as (a) the settlement requires acquiring the shares at a discount on the fair market value of the share at the time of re purchase and in no circumstances the acquisition price will be higher than approximately one dollar per share (representing 25% discount on the fair market value of the share at the merger closing date) and (b)it is assumed that the selling shareholders would use such right as last resort as such repurchase at a discount on the fair market value of such shares results in a loss to be incurred by the selling shareholders. In accordance with ASC 480-10-S99-3A (formerly EITF D-98), the Company classified the maximum amount it may be required to pay in the event the repurchase right is exercised ($500) as temporary equity. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | NOTE 7 - BASIC AND DILUTED NET LOSS PER SHARE The basic and diluted net loss per share and weighted average number of shares of Common Stock used in the calculation of basic and diluted net loss per share are as follows: Nine months ended September 30, Three months ended September 30, 2017 2016 2017 2016 Unaudited Unaudited Unaudited Unaudited Net loss attributable to shareholders of the company $ (6,002 ) $ (1,964 ) $ (1,187 ) $ (652 ) Net loss attributable to shareholders of preferred shares (1,442 ) (821 ) (234 ) (297 ) Net loss used in the calculation of basic net loss per share $ (4,560 ) $ (1,143 ) $ (953 ) $ (355 ) Net loss per share $ (0.15 ) $ (0.09 ) $ (0.03 ) $ (0.03 ) Weighted average number of common shares 30,594,686 13,182,660 35,373,811 13,182,660 As the inclusion of Common Stock equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss per share is the same as basic net loss per share. The weighted average number of shares of Common Stock outstanding has been retroactively restated for the equivalent number of shares of Common Stock received by the accounting acquirer as a result of the reverse recapitalization and Reverse Stock Split as if these shares of Common Stock had been outstanding as of the beginning of the earliest period presented. |
Taxes on Income
Taxes on Income | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 8 - TAXES ON INCOME The Company is subject to income taxes under the Israeli and U.S. tax laws: Corporate Tax Rates Microbot Israel is subject to Israeli corporate tax rate of 25% in the year 2016, 24% in year 2017 and 23% from year 2018. The Company is subject to a blended U.S. tax rate (Federal as well as state corporate tax) of 35%. A. As of September 30, 2017, the Company generated net operating losses in Israel of approximately $7,049, which may be carried forward and offset against taxable income in the future for an indefinite period. As of September 30, 2017, the Company generated net operating losses in the U.S. of approximately $480,000. Net operating losses in the United States are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions, which the Company is currently evaluating. The annual limitation may result in the expiration of net operating losses before utilization. B. The Company is in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. As of September 30, 2017 As of December 31, 2016 Net loss carry-forward $ 487,017 $ 481,015 Total deferred tax assets 487,017 481,015 Valuation allowance (487,017 ) (481,015 ) Net deferred tax assets $ - $ - C. Reconciliation of Income Taxes: The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: For the nine-month ended September 30, For the three-month ended September 30, 2017 2016 2017 2016 Net loss as reported in the statements of operations $ (6,002 ) $ (1,964 ) $ (1,187 ) $ (652 ) Statutory tax rate 24 % 25 % 24 % 25 % Income Tax under statutory tax rate 1,440 491 285 163 Change in valuation allowance (1,440 ) (491 ) (285 ) (163 ) Actual income tax $ - $ - $ - $ - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS From October 4, 2017 through October 25, 2017, the holder of the Series A Convertible Preferred Stock of the Company, converted an aggregate of 1,600 shares of the Series A Convertible Preferred Stock for an aggregate of 1,600,000 shares of Common Stock. |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | A. Unaudited Interim Financial Statements: The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 21, 2017. Operating results for the nine and three-month periods ended September 30, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. |
Significant Accounting Policies | B. Significant Accounting Policies: The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements. Certain prior year amounts have been reclassified for consistency with the current period presentation. |
Recent Accounting Standards | C. Recent Accounting Standards: The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on its financial statements. Following are newly issued standards or material updates to the Company’s previous assessments from its Annual Report on Form 10-K for the fiscal year ended December 31, 2016: In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU supersedes most current revenue recognition guidance, including industry-specific guidance. The FASB subsequently issued ASU 2015-14, ASU 2016-08 and ASU 2016-12, which clarified the guidance, provided scope improvements and amended the effective date of ASU 2014-09. As a result, ASU 2014-09 becomes effective for the Company in the first quarter of 2018, with early adoption permitted. The company has not yet generated revenues to date, and thus does not expect the standard to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee. This ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (refer to Note 5) and will likely have an insignificant impact on the consolidated statements of comprehensive loss. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the effect the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 “Restricted Cash” to provide guidance on the presentation of restricted cash in the statement of cash flows. Currently, the statement of cash flows explained the change in cash and cash equivalents for the period. The ASU requires that the statement of cash flows explain the change in cash, cash equivalents and restricted cash for the period. The ASU is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company does not expect the adoption to have a material effect on the statements of cash flows as the Company’s restricted cash is not expected to be material. In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective for the Company on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect to change terms or conditions of share-based payment awards, and therefore, does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company has derivative warranty liabilities as discussed in Note 4 which upon adoption of the new standard are expected to be classified as equity. |
Convertible Loan from Shareho18
Convertible Loan from Shareholders (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Convertible Note | The carrying value of the Convertible Note as of the periods below was calculated as follow: Balance at September 30, 2017 Balance at December 31, 2016 Unaudited Audited Convertible note $ - $ 2,029 Unamortized discount - (1,963 ) Accrued interest - 10 $ - $ 76 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Warrants Liabilities | The remaining outstanding warrants as of December 31, 2016 and September 30, 2017 are as follows: Issuance Date Outstanding as of December 31, 2016 Outstanding as of September 30, 2017 Exercise Price Exercisable as of September 30, 2017 Exercisable Through Series A (2011) 64,230 - $ 151.20 - December 2016 Series A (2013) 57,814 57,814 $ 194.40 57,814 October 2018 Series A (2013) 2,718 2,718 $ 183.60 2,718 April 2023 Series A (2015) 10,139 10,139 $ 91.80 10,139 April 2020 Series A (2016) (a)(b) 10,047 9,279 $ 2.70 9,279 March 2018 Series B (2016) (a) 41,116 41,116 $ 2.70 41,116 March 2022 (a) These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any Common Stock or securities convertible into Common Stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower Common Stock sales price. As such anti-dilution price protection, does not meet the specific conditions for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of the Company’s warrant liability at September 30, 2017 and December 31, 2016, was approximately $39 and $313, respectively. As quoted prices in active markets for identical or similar warrants are not available, the Company uses directly observable inputs in the valuation of its derivative warrant liabilities (level 2 measurement). The Company uses the Black-Scholes valuation model to estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on the Company’s historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of the Common Stock as traded on NASDAQ. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement. (b) In March 2017, an institutional holder executed a cashless exercise of 768 warrants and 359 shares of Common Stock were issued in connection therewith. |
Schedule of Fair Value Assumption | The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of September 30, 2017 and December 31, 2016: As of September 30, 2017 As of December 31, 2016 Series A (2016) Series B (2016) Series A (2016) Series B (2016) Share price $ 1.17 $ 1.17 $ 6.10 $ 6.10 Exercise price $ 2.70 $ 2.70 $ 2.70 $ 2.70 Expected volatility 137 % 131 % 380 % 380 % Risk-free interest 1.24 % 1.89 % 0.85 % 1.93 % Dividend yield — — — — Expected life of up to (years) 0.50 4.50 1.2 5.2 |
Schedule of Liabilities Measured on a Recurring Basis | Activity in such liabilities measured on a recurring basis is as follows: Derivative warrant liabilities As of December 31, 2016 $ 313 Revaluation of warrants (274 ) Exercise warrants (*) As of September 30, 2017 $ 39 |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: For the nine-month period ended September 30, 2017 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 2,614,916 $ 0.13 $ 3,739 Granted 1,812,712 1.05 Exercised - - Cancelled - - - Outstanding at end of period 4,427,628 $ 0.51 $ 2,922 Options vested end of period 2,614,916 $ 0.13 For the twelve months ended December 31, 2016 Number of stock options Weighted average exercise price Aggregate intrinsic value Outstanding at beginning of period 1,167,693 $ 0.28 Granted 1,447,223 (*) Exercised - - Cancelled - - - Outstanding at end of period 2,614,916 $ 0.13 $ 3,739 Vested and expected-to-vest at end of period 2,614,916 $ 0.39 $ 3,739 (*) Less than 1 |
Schedule of Stock Options Outstanding | The stock options outstanding as of September 30, 2017, and December 31, 2016, have been separated into exercise prices, as follows: Exercise price Stock options outstanding as of September 30, Stock options outstanding as of December 31, Weighted average remaining contractual life – years as of September 30, Weighted average remaining contractual life – years as of December 31, Stock options exercisable as of September 30, Stock options exercisable as of December 31, $ 2017 2016 2017 2016 2017 2016 0.28 1,167,693 1,167,693 7.25 8.0 1,167,693 1,167,693 1.05 1,812,712 - 10 - - - (*) 1,447,223 1,447,223 8.75 9.5 1,447,223 1,447,223 4,427,628 2,614,916 2,614,916 2,614,916 (*) Less than 1 |
Schedule of Stock Options Valuation Assumptions | The fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following weighted-average assumptions: Nine-month period ended September 30, 2017 Year ended December 31, 2016 Expected volatility 133.9 % 77.3 % Risk-free interest 1.5 % 0.6 % Dividend yield 0 % 0 % Expected life of up to (years) 6.71 5 |
Basic and Diluted Net Loss Pe21
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The basic and diluted net loss per share and weighted average number of shares of Common Stock used in the calculation of basic and diluted net loss per share are as follows: Nine months ended September 30, Three months ended September 30, 2017 2016 2017 2016 Unaudited Unaudited Unaudited Unaudited Net loss attributable to shareholders of the company $ (6,002 ) $ (1,964 ) $ (1,187 ) $ (652 ) Net loss attributable to shareholders of preferred shares (1,442 ) (821 ) (234 ) (297 ) Net loss used in the calculation of basic net loss per share $ (4,560 ) $ (1,143 ) $ (953 ) $ (355 ) Net loss per share $ (0.15 ) $ (0.09 ) $ (0.03 ) $ (0.03 ) Weighted average number of common shares 30,594,686 13,182,660 35,373,811 13,182,660 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | As of September 30, 2017 As of December 31, 2016 Net loss carry-forward $ 487,017 $ 481,015 Total deferred tax assets 487,017 481,015 Valuation allowance (487,017 ) (481,015 ) Net deferred tax assets $ - $ - |
Schedule of Statutory Corporate Tax Rate and Effective Income Tax Rate | The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and the effective income tax rate: For the nine-month ended September 30, For the three-month ended September 30, 2017 2016 2017 2016 Net loss as reported in the statements of operations $ (6,002 ) $ (1,964 ) $ (1,187 ) $ (652 ) Statutory tax rate 24 % 25 % 24 % 25 % Income Tax under statutory tax rate 1,440 491 285 163 Change in valuation allowance (1,440 ) (491 ) (285 ) (163 ) Actual income tax $ - $ - $ - $ - |
General (Details Narrative)
General (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Reverse stock split | one-to-nine Reverse Stock Split | ||||||
Cash and cash equivalent | $ 11,729 | $ 13,078 | $ 2,709 | $ 574 | $ 841 | $ 437 | |
Microbot Israel [Member] | |||||||
Conversion value of shares | 2.9 shares | ||||||
Common stock, par value | $ 0.01 | ||||||
Reverse stock split | one for nine reverse stock split | ||||||
Conversion option to purchase common stock | 2,614,916 | ||||||
Restricted shares issued | 7,802,639 | ||||||
Microbot Israel [Member] | Former Microbot Israel Shareholders [Member] | |||||||
Conversion of stock number of common stock issued | 26,550,974 |
Convertible Loan from Shareho24
Convertible Loan from Shareholders (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Nov. 28, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Jul. 07, 2016 | Oct. 08, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 15, 2016 | May 11, 2016 |
Loans Receivable | $ 750 | |||||||||||
Proceeds from exercise of warrant | $ 154 | $ 154 | ||||||||||
Loan [Member] | ||||||||||||
Common stock issued in connection with conversion of loan at the merger | 2,242,939 | |||||||||||
Microbot Israel [Member] | ||||||||||||
Loans Receivable | $ 419 | |||||||||||
Loan bears interest rate | 10.00% | |||||||||||
Proceeds from exercise of warrant | $ 410 | |||||||||||
The loan bears interest rate | 10.00% | |||||||||||
Debt, discount rate | 20.00% | 20.00% | ||||||||||
Microbot Israel [Member] | Series A Preferred Shares [Member] | ||||||||||||
Debt conversion, preferred shares issued | 1,315,023 | |||||||||||
Debt conversion, warrant issued | 1,188,275 | |||||||||||
Exercise price of warrants | $ 1 | |||||||||||
Alpha Capital [Member] | Merger Agreement [Member] | ||||||||||||
Secured note principal amount | $ 2,000 | |||||||||||
Principal and accrued interest of note | $ 2,029 | |||||||||||
Alpha Capital [Member] | Secured Note [Member] | ||||||||||||
Loan bears interest rate | 6.00% | |||||||||||
Secured note principal amount | $ 2,000 | |||||||||||
Alpha Capital [Member] | Convertible Note [Member] | ||||||||||||
Loan bears interest rate | 6.00% | 6.00% | ||||||||||
Principal and accrued interest of note | $ 2,029 | |||||||||||
Debt maturity date | Nov. 28, 2019 | |||||||||||
Convertible note, conversion price | $ 0.64 | $ 0.64 |
Convertible Loan from Shareho25
Convertible Loan from Shareholders - Schedule of Carrying Value of Convertible Note (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Convertible note | $ 2,029 | |
Unamortized discount | (1,963) | |
Accrued interest | 10 | |
Convertible notes | $ 76 |
Derivative Warrant Liabilitie26
Derivative Warrant Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Common shares issued upon exercise of warrants | 531,814 | ||
Estimated fair value warrant liability | $ 39 | $ 313 | |
Warrant calculation description | The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary over time, namely, the volatility and the risk-free rate. A 5.0% decrease or increase in volatility would not cause a material change in the value of the warrants. A 5.0% decrease or increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates. | ||
Volatility rate | 5.00% | ||
Risk free rate | 5.00% | ||
Adjusted As Reserve Stock Split [Member] | |||
Warrants exercise price | $ 2.70 | ||
2016 Series A and B Warrants [Member] | |||
Warrants exercise price | $ 0.30 |
Derivative Warrant Liabilitie27
Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | ||
Series A (2011) [Member] | |||
Number of Warrant Outstanding, shares | 64,230 | ||
Warrant Exercise Price, Per Share | $ 151.20 | ||
Warrant Exercisable | |||
Number of Warrant Exercisable, Period | December 2,016 | ||
Series A (2013) [Member] | |||
Number of Warrant Outstanding, shares | 57,814 | 57,814 | |
Warrant Exercise Price, Per Share | $ 194.40 | ||
Warrant Exercisable | 57,814 | ||
Number of Warrant Exercisable, Period | October 2,018 | ||
Series A (2013) [Member] | |||
Number of Warrant Outstanding, shares | 2,718 | 2,718 | |
Warrant Exercise Price, Per Share | $ 183.60 | ||
Warrant Exercisable | 2,718 | ||
Number of Warrant Exercisable, Period | April 2,023 | ||
Series A (2015) [Member] | |||
Number of Warrant Outstanding, shares | 10,139 | 10,139 | |
Warrant Exercise Price, Per Share | $ 91.80 | ||
Warrant Exercisable | 10,139 | ||
Number of Warrant Exercisable, Period | April 2,020 | ||
Series A (2016) [Member] | |||
Number of Warrant Outstanding, shares | [1],[2] | 9,279 | 10,047 |
Warrant Exercise Price, Per Share | [1],[2] | $ 2.70 | |
Warrant Exercisable | [1],[2] | 9,279 | |
Number of Warrant Exercisable, Period | [1],[2] | March 2,018 | |
Series B (2016) [Member] | |||
Number of Warrant Outstanding, shares | [2] | 41,116 | 41,116 |
Warrant Exercise Price, Per Share | [2] | $ 2.70 | |
Warrant Exercisable | [2] | 41,116 | |
Number of Warrant Exercisable, Period | [2] | March 2,022 | |
[1] | In March 2017, an institutional holder executed a cashless exercise of 768 warrants and 359 shares of common stock were issued in connection therewith. | ||
[2] | These warrants contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any Common Stock or securities convertible into Common Stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower Common Stock sales price. |
Derivative Warrant Liabilitie28
Derivative Warrant Liabilities - Schedule of Outstanding Warrants Liabilities (Details) (Parenthetical) | Mar. 31, 2017shares |
Warrant [Member] | |
Cashless exercise warrants | 768 |
Common Stock [Member] | |
Cashless exercise warrants | 359 |
Derivative Warrant Liabilitie29
Derivative Warrant Liabilities - Schedule of Fair Value Assumption (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Expected volatility | 5.00% | |
Risk-free interest | 5.00% | |
Series A (2016) [Member] | ||
Share price | $ 1.17 | $ 6.10 |
Exercise price | $ 2.70 | $ 2.70 |
Expected volatility | 137.00% | 380.00% |
Risk-free interest | 1.24% | 0.85% |
Dividend yield | 0.00% | 0.00% |
Expected life of up to (years) | 6 months | 1 year 7 days |
Series B (2016) [Member] | ||
Share price | $ 1.17 | $ 6.10 |
Exercise price | $ 2.70 | $ 2.70 |
Expected volatility | 131.00% | 380.00% |
Risk-free interest | 1.89% | 1.93% |
Dividend yield | 0.00% | 0.00% |
Expected life of up to (years) | 4 years 6 months | 5 years 7 days |
Derivative Warrant Liabilitie30
Derivative Warrant Liabilities - Schedule of Liabilities Measured on a Recurring Basis (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Beginning balance | $ 313 |
Revaluation of warrants | (274) |
Exercise warrants | |
Ending balance | $ 39 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Jun. 08, 2017 | May 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2012 | Sep. 30, 2017 |
Compensation commitments | $ 400,000 | |||||
Office Lease Agreement [Member] | ||||||
Lease term | Feb. 28, 2018 | |||||
Monthly lease payment | $ 3,000 | |||||
Automobile Lease Agreement [Member] | ||||||
Lease term | Dec. 31, 2019 | |||||
Monthly lease payment | $ 2,500 | |||||
Officer Lease Agreement [Member] | ||||||
Lease term | Dec. 31, 2020 | |||||
Monthly lease payment | $ 14,000 | |||||
Research Agreement [Member] | ||||||
Cost of initial study | 130,000 | |||||
Securities Exchange Agreement [Member] | ||||||
Purchase price of Plaintiffs | $ 3,375,000 | |||||
Loss contingency, damages sought | $ 1,000,000 | |||||
The Technician Research And Development Foundation Limited [Member] | Minimum [Member] | ||||||
Royalties payable as percentage of future sales | 1.50% | |||||
The Technician Research And Development Foundation Limited [Member] | Maximum [Member] | ||||||
Royalties payable as percentage of future sales | 3.00% | |||||
Israeli Innovation Authority [Member] | 2013 Through 2017 [Member] | ||||||
Total grants obtained | $ 1,183,000 | |||||
Royalties payable as percentage of future sales | 3.00% |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 14, 2017 | Jun. 05, 2017 | May 26, 2017 | May 12, 2017 | May 11, 2017 | May 09, 2017 | Jan. 05, 2017 | Dec. 27, 2016 | Dec. 16, 2016 | Nov. 28, 2016 | Jun. 30, 2017 | May 31, 2017 | Sep. 30, 2014 | Sep. 20, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | May 02, 2016 | Oct. 08, 2015 | |
Preferred stock, value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Authorized capital stock | 221,000,000 | 221,000,000 | |||||||||||||||||||||
Common stock, shares authorized | 220,000,000 | 220,000,000 | 220,000,000 | ||||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Common stock, shares issued | 26,302,495 | 26,302,495 | 15,848,136 | ||||||||||||||||||||
Common stock, shares outstanding | 26,302,495 | 26,302,495 | 15,848,136 | ||||||||||||||||||||
Preferred stock, shares issued | 7,037 | 7,037 | 9,736 | ||||||||||||||||||||
Preferred stock, shares outstanding | 7,037 | 7,037 | 9,736 | ||||||||||||||||||||
Reverse stock splits | 36,254,240 | ||||||||||||||||||||||
Common stock price per share | $ 1.28 | $ 1.28 | |||||||||||||||||||||
Proceeds from issuance of shares | $ 12,704 | ||||||||||||||||||||||
Number of stock options granted | 1,812,712 | 1,447,223 | |||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.05 | [1] | |||||||||||||||||||||
Loss on extinguishment of convertible note | $ (2,364) | ||||||||||||||||||||||
Repurchase of common stock | $ 500 | $ 500 | |||||||||||||||||||||
Fair market value percentage | 25.00% | 25.00% | |||||||||||||||||||||
Temporary equity value | $ 500 | ||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||
Stock-based employee compensation | $ 22 | $ 675 | |||||||||||||||||||||
Microbot Israel [Member] | |||||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||||
Loan bears interest rate | 10.00% | ||||||||||||||||||||||
Alpha Capital [Member] | |||||||||||||||||||||||
Rights to acquire shares of common stock | 9,735,925 | ||||||||||||||||||||||
Designated preferred stock | 9,736 | ||||||||||||||||||||||
Number of shares issued during period | 9,735,925 | ||||||||||||||||||||||
Common stock shares issued and outstanding reduced during the period | 26,518,315 | ||||||||||||||||||||||
Board of Directors [Member] | Microbot Israel [Member] | |||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||
Number of stock options granted | 403,592 | ||||||||||||||||||||||
Number of stock option granted as adjustment of reflect merger | 1,167,693 | ||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 0.80 | ||||||||||||||||||||||
Stock option merger retroactively adjusted exercise price per share | $ 0.28 | ||||||||||||||||||||||
Hazel Gadot [Member] | |||||||||||||||||||||||
Number of stock options granted | 1,812,721 | ||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.05 | ||||||||||||||||||||||
Hezi Himelfarb [Member] | |||||||||||||||||||||||
Number of stock options granted | 1,087,627 | ||||||||||||||||||||||
Weighted-average exercise price per share, granted | $ 1.29 | ||||||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||||||
Advisors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Common stock price per share | $ 1.28 | $ 1.28 | |||||||||||||||||||||
Number of shares issued for services | 7,802,639 | ||||||||||||||||||||||
Number of shares issued for services, value | $ 10,000 | ||||||||||||||||||||||
Advisors [Member] | General and Administrative Expense [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Stock-based employee compensation | $ 7,300 | ||||||||||||||||||||||
Consultant [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||
Number of shares issued for services | 50,000 | ||||||||||||||||||||||
Number of shares issued for services, value | $ 154 | ||||||||||||||||||||||
Purchaser [Member] | |||||||||||||||||||||||
Number of common stock shares sold during the period | 700,000 | ||||||||||||||||||||||
Common stock price per share | $ 5 | ||||||||||||||||||||||
Proceeds from issuance of shares | $ 3,500 | ||||||||||||||||||||||
Placement agent fee | $ 210 | ||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||
Number of common stock shares sold during the period | 3,750,000 | ||||||||||||||||||||||
Common stock price per share | $ 2.70 | ||||||||||||||||||||||
Proceeds from issuance of shares | $ 10,125 | ||||||||||||||||||||||
Placement agent fee | $ 922 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | ||||||||||||||||||||||
Minimum [Member] | Hazel Gadot [Member] | |||||||||||||||||||||||
Stock option vested term | 3 years | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Common stock, shares authorized | 220,000,000 | ||||||||||||||||||||||
Maximum [Member] | Hazel Gadot [Member] | |||||||||||||||||||||||
Stock option vested term | 5 years | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Cashless exercise warrants | 768 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Conversion of stock into shares | 2,554,000 | 2,700,000 | 5,954,000 | ||||||||||||||||||||
Cashless exercise warrants | 359 | ||||||||||||||||||||||
Common stock, shares issued | 37,005,333 | 37,005,333 | |||||||||||||||||||||
Common stock, shares outstanding | 37,005,333 | 37,005,333 | |||||||||||||||||||||
Rights to acquire shares of common stock | 9,735,925 | ||||||||||||||||||||||
Number of shares issued during period | 700,000 | 700,000 | 4,450,000 | ||||||||||||||||||||
Series A Convertible Preferred Shares [Member] | |||||||||||||||||||||||
Preferred stock, value | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Conversion of stock into shares | 700 | 2,554 | 1,000 | 2,700 | 1,000 | ||||||||||||||||||
Series A Convertible Preferred Shares [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Loan bears interest rate | 6.00% | ||||||||||||||||||||||
Debt maturity date | Nov. 28, 2016 | ||||||||||||||||||||||
Debt instrument face amount | $ 2,029 | ||||||||||||||||||||||
Series A Convertible Preferred Shares [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of shares issued during period | 3,254 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Cashless exercise warrants | 359 | ||||||||||||||||||||||
Series A Preferred Shares [Member] | |||||||||||||||||||||||
Designated preferred stock | 9,736 | ||||||||||||||||||||||
[1] | Less than 1 |
Share Capital - Summary of Stoc
Share Capital - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | ||
Equity [Abstract] | |||
Number of Stock Options Outstanding, Outstanding at Beginning Balance | 2,614,916 | 1,167,693 | |
Number of Stock Options Outstanding, Granted | 1,812,712 | 1,447,223 | |
Number of Stock Options Outstanding, Exercised | |||
Number of Stock Options Outstanding, Cancelled | |||
Number of Stock Options Outstanding, Outstanding at Ending Balance | 4,427,628 | 2,614,916 | |
Number of Stock Options Outstanding, Vested and expected-to-vest at end of period | 2,614,916 | 2,614,916 | |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ 0.13 | $ 0.28 | |
Weighted Average Exercise Price, Granted | 1.05 | [1] | |
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Cancelled | |||
Weighted Average Exercise Price, Outstanding at Ending Balance | .51 | 0.13 | |
Weighted Average Exercise Price, Vested and expected-to-vest at end of period | $ 0.13 | $ 0.39 | |
Aggregate intrinsic value, Stock Options Outstanding at Beginning period | $ 3,739 | ||
Aggregate intrinsic value, Stock Options Outstanding at End period | $ 3,739 | ||
Aggregate intrinsic value, Vested and expected-to-vest at end of period | $ 2,922 | $ 3,739 | |
[1] | Less than 1 |
Share Capital - Summary of St34
Share Capital - Summary of Stock Option Activity (Details) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Equity [Abstract] | ||
Per share | $ 0.01 | $ 0.01 |
Share Capital - Schedule of Sto
Share Capital - Schedule of Stock Options Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | ||
Stock options outstanding | 4,427,628 | 2,614,916 | |
Stock options exercisable | 2,614,916 | 2,614,916 | |
Exercise Price One [Member] | |||
Exercise price | $ 0.28 | $ 0.28 | |
Stock options outstanding | 1,167,693 | 1,167,693 | |
Weighted average remaining contractual life | 7 years 2 months 30 days | 8 years | |
Stock options exercisable | 1,167,693 | 1,167,693 | |
Exercise Price Two [Member] | |||
Exercise price | $ 1.05 | $ 1.05 | |
Stock options outstanding | 1,812,712 | ||
Weighted average remaining contractual life | 10 years | 0 years | |
Stock options exercisable | |||
Exercise Price Three [Member] | |||
Exercise price | [1] | ||
Stock options outstanding | 1,447,223 | 1,447,223 | |
Weighted average remaining contractual life | 8 years 9 months | 9 years 18 days | |
Stock options exercisable | 1,447,223 | 1,447,223 | |
[1] | Less than 1 |
Share Capital - Schedule of S36
Share Capital - Schedule of Stock Options Outstanding (Details) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Equity [Abstract] | ||
Per share | $ 0.01 | $ 0.01 |
Share Capital - Schedule of S37
Share Capital - Schedule of Stock Options Valuation Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Expected volatility | 133.90% | 77.30% |
Risk-free interest | 1.50% | 0.60% |
Dividend yield | 0.00% | 0.00% |
Expected life of up to (years) | 6 years 8 months 16 days | 5 years |
Basic and Diluted Net Loss Pe38
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to shareholders of the company | $ (1,187) | $ (652) | $ (6,002) | $ (1,964) |
Net loss attributable to shareholders of preferred shares | (234) | (297) | (1,442) | (821) |
Net loss used in the calculation of basic net loss per share | $ (953) | $ (355) | $ (4,560) | $ (1,143) |
Net loss per share | $ (.03) | $ (.03) | $ (0.15) | $ (.09) |
Weighted average number of common shares | 35,373,811 | 13,182,660 | 30,594,686 | 13,182,660 |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Corporate income tax rate | 24.00% | 25.00% | 24.00% | 25.00% |
Israel Tax Authority [Member] | ||||
Net operating losses carried forward | $ 7,049 | $ 7,049 | ||
Israel Tax Authority [Member] | 2016 [Member] | ||||
Corporate income tax rate | 25.00% | |||
Israel Tax Authority [Member] | 2017 [Member] | ||||
Corporate income tax rate | 24.00% | |||
Israel Tax Authority [Member] | From 2018 [Member] | ||||
Corporate income tax rate | 23.00% | |||
US Tax Authority [Member] | ||||
Corporate income tax rate | 35.00% | |||
Net operating losses carried forward | $ 480 | $ 480 | ||
Operating loss carryforwards, expiration | 2,035 |
Taxes on Income - Schedule of D
Taxes on Income - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net loss carry-forward | $ 487,017 | $ 481,015 |
Total deferred tax assets | 487,017 | 481,015 |
Valuation allowance | (487,017) | (481,015) |
Net deferred tax asset |
Taxes on Income - Schedule of S
Taxes on Income - Schedule of Statutory Tax Rate and Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Net loss as reported in the statements of operations | $ (1,187) | $ (652) | $ (6,002) | $ (1,964) | $ (9,663) |
Statutory tax rate | 24.00% | 25.00% | 24.00% | 25.00% | |
Income Tax under statutory tax rate | $ 285 | $ 163 | $ 1,440 | $ 1,491 | |
Change in valuation allowance | (285) | (163) | (1,440) | (491) | |
Actual income tax |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | May 11, 2017 | Oct. 25, 2017 | Jun. 30, 2017 | May 31, 2017 | Sep. 20, 2017 | Dec. 31, 2016 |
Subsequent Event [Member] | ||||||
Conversion of stock into shares | 1,600,000 | |||||
Series A Convertible Preferred Shares [Member] | ||||||
Conversion of stock into shares | 700 | 2,554 | 1,000 | 2,700 | 1,000 | |
Series A Convertible Preferred Shares [Member] | Subsequent Event [Member] | ||||||
Conversion of stock into shares | 1,600 |