0001493152-23-028081 | 10-Q | XBRL Viewer

Gross proceeds from cash fee percentage

7.00%

Gross proceeds from management fee percentage

1.00%

Stock issued during period, value, new issues

$ 6,558

Net loss on trading of common stock

$ 151

Joseph Mona [Member]

Purchase price of plaintiffs

$ 485

Device [Member]

Integrated Product [Member]

Royalties percentage

3.00%

Securities Purchase Agreement [Member]

Royalties percentage

1.50%

Purchase price of plaintiffs

$ 6,750

Israeli Innovation Authority [Member]

Currency exchange rate, description

Grants receivable | ₪

₪ 1,620

exchange rate on such date of NIS 1.00 = $0.26675, would be approximately $433

Israeli Innovation Authority [Member] | Minimum [Member]

Israeli Innovation Authority [Member] | Maximum [Member]

3.00%

Israeli Innovation Authority [Member] | CardioSert Ltd. [Member]

5.00%

Repayment of government grants

$ 530

Israeli Innovation Authority [Member] | Nitiloop [Member]

Repayment of government grants

$ 925

Technion Research and Development Foundation Limited [Member] | Minimum [Member]

Technion Research and Development Foundation Limited [Member] | Maximum [Member]

1.50%

CardioSert Ltd. [Member] | Technology [Member]

3.00%

Currency exchange rate, description

exchange rate of NIS 3.7 to the dollar

Payment to acquire intangible assets

$ 300

Number of common shares issued for acquisition | shares

6,738

Number of common shares issued for acquisition, value

$ 74

Buy back amount per patent | $ / shares

$ 1.00

Consulting fee description

Additionally, the agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023, Microbot Israel paid CardioSert a monthly consultation fee of NIS40,000 (or approximately US$11, based on an exchange rate of NIS 3.7 to the dollar) covering up to 60 consulting hours per month, relating to the development of the Technology.

Monthly consultation fee | ₪

₪ 40,000

Monthly consultation fee in USD | $ / shares

$ 11

CardioSert Ltd. [Member] | Minimum [Member] | Technology [Member]

H.C. Wainwright & Co. LLC [Member] | At-the-Market Offering Agreement [Member]

Investments

$ 2,000

Stock issued during period, value, new issues

Offering costs

$ 10,000

$ 8,000

Alliance Investment Management, Ltd. [Member]

2013 To June 30, 2023 [Member] | Israeli Innovation Authority [Member]

Litigation settlement

$ 468

Commitments and Contingencies Disclosure [Abstract]

Total grants obtained

$ 1,500

[1]	Net of issuance costs in the amount of $1,075, of which $160 had not been paid as of June 30, 2023. See also Note 5.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

COMMITMENTS AND CONTINGENCIES

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Government Grants

Microbot Israel has received grants from the Israeli Innovation Authority (“IIA”) for participation in research and development since 2013 through June 30, 2023 totaling approximately $1,500.

In addition, as a result of the agreement with CardioSert Ltd. (“CardioSert”) on January 4, 2018, Microbot Israel took over the liability to repay CardioSert’s IIA grants in the aggregate amount of approximately $530.

As a result of the agreement with Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”), on October 6, 2022, Microbot Israel took over the liability to repay Nitiloop’s IIA grants in the aggregate amount of approximately $925.

In relation to the IIA grants described above, the Company is obligated to pay royalties amounting to 3%-5% of its future sales of the products relating to such grants.

The grants are 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 Government of Israel. The grants are received from the Government on a project-by-project basis.

Approval for Grant from The Israel Innovation Authority

On June 2, 2023, the Company announced that it received approval for a grant from the IIA in the amount of approximately NIS 1.62 million, which based on an exchange rate on such date of NIS 1.00 = $0.26675, would be approximately $433, to further finance the development of the Company’s manufacturing process of the LIBERTY robotic surgical system.

In relation to the IIA grant, the Company is obligated to pay royalties amounting to between 3%-5% of future sales of the LIBERTY product up to the grant amount plus interest. The grant is linked to the U.S. dollar and bears interest at Libor per annum. The grant funds will be paid over time based on the terms of the grant, and the U.S. dollar amount actually received will be based on the exchange rate of the U.S. dollar to the New Israeli Shekel at the time of payment. See “NOTE 6 - SUBSEQUENT EVENTS” below for further information regarding such grant approval.

TRDF Agreement

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 amended, the License Agreement”). As partial consideration for the license, Microbot Israel shall pay TRDF royalties on net sales (between 1.5%-3.0%) and on sublicense income as detailed in the agreement.

Pursuant to the License Agreement, both parties agreed to extend the next development milestone for the Company’s Self-Cleaning Shunt (SCS) project, which includes the First In Human milestone, until December 2024, and to continue to maintain the TipCat assets, which are still in a discovery phase, until December 2023. The Company in October 2022 suspended the SCS project while it evaluated alternatives for the SCS assets (mainly related patents), including seeking buyers for the assets, joint ventures or licensing arrangements, spinning off the assets into a new operating company or discontinuing the project altogether. The Company has certain obligations to seek to develop and commercialize the SCS and the TipCat assets under the License Agreement. The Company has been in discussions with TRDF with respect to the suspension of the SCS project and the status of the TipCat assets, and as a result of the Company’s May 2023 implementation of its core-business focus program and cost reduction plan, the Company returned the licensed intellectual property for the Tipcat back to TRDF in June 2023, and returned the licensed intellectual property for the SCS (ViRob) back to TRDF in July 2023, as the Company has not been successful in any such other opportunities.

Agreement with CardioSert Ltd.

On January 4, 2018, Microbot Israel entered into an agreement with CardioSert to acquire certain of its patent-protected technology (the “Technology”). Pursuant to the Agreement, Microbot Israel made aggregate payments of $300 in cash and 6,738 shares of Common Stock estimated at $74 to complete the acquisition.

The agreement may be terminated by Microbot Israel at any time for convenience upon 90-days’ notice. The agreement may be terminated by CardioSert in case the first commercial sale does not occur by the third anniversary of the date of signing of the agreement except if Microbot Israel has invested more than $2,000 in certain development stages, or the first commercial sale does not occur within 50 months. As of June 30, 2023, the 50 months period has expired and CardioSert can buy-back the Technology at any time.

In each of the above termination events, or in case of breach by Microbot Israel, CardioSert shall have the right to buy back the Technology from Microbot Israel for $1.00, upon 60 days prior written notice, but only 1 year after such termination events. Additionally, the agreement may be terminated by either party upon breach of the other (subject to cure). Until May 2023, Microbot Israel paid CardioSert a monthly consultation fee of NIS40,000 (or approximately US$11, based on an exchange rate of NIS 3.7 to the dollar) covering up to 60 consulting hours per month, relating to the development of the Technology. As a result of its recently enacted core-business focus program and its cost reduction plan, the Company has terminated its agreement with CardioSert effective as of August 17, 2023 and ceased its research and development and commercialization efforts for the Technology, which could result in the Technology being reacquired by CardioSert for nominal consideration.

As of the filing date of this Quarterly Report on Form 10-Q, CardioSert has not purchased back the Technology; however, the Company is in discussions with CardioSert with respect to post-termination matters.

ATM Agreement

On June 10, 2021, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), as sales agent, in connection with an “at the market offering” under which the Company may offer and sell, from time to time in its sole discretion, shares of its Common Stock having an aggregate offering price of up to $10,000 at market prices or as otherwise agreed with Wainwright. Any shares sold under the ATM Agreement from time to time will be offered and sold pursuant to the Company’s Registration Statement on Form S-3, which was initially filed on November 25, 2020 and which was declared effective by the SEC on December 4, 2020, and the related prospectus as supplemented by a prospectus supplement that the Company filed on June 10, 2021 (the “June 2021 Prospectus”). To date, the Company has not sold any shares of Common Stock pursuant to the ATM Agreement, and as of October 13, 2022, the Company suspended the ATM Agreement, which otherwise remains in full force and effect, and terminated the June 2021 Prospectus.

Engagement Letter with H.C. Wainwright

On May 16, 2023 and in connection with the registered direct and private placement offerings referred to in Note 5 below, the Company entered into an engagement letter (the “Engagement Letter”) with Wainwright, pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company. As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from offerings contemplated by the Engagement Letter, plus a management fee equal to 1.0% of the gross proceeds received by the Company from such offerings, as well as other reimbursable expenses. The Company has also agreed to issue to Wainwright or its designees preferred investment options upon the closing of such offerings.

Acquisition of Nitiloop’s Assets

On October 6, 2022, Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product related materials (the “Assets”), of Nitiloop Ltd., an Israeli limited liability company (“Nitiloop”). The Assets include intellectual property and technology in the field of intraluminal revascularization devices with anchoring mechanism and integrated microcatheter (the “Technology”) and the products or potential products incorporating the Technology owned by Nitiloop and designated by Nitiloop as “NovaCross”, “NovaCross Xtreme” and “NovaCross BTK” and any enhancements, modifications and improvements thereof (“Devices”). Microbot Israel did not assume any material liabilities of Nitiloop other than obligations Nitiloop has to the IIA and relating to certain renewal/maintenance fees for a European patent application.

In consideration for the acquisition of the Assets, Microbot Israel shall pay royalties to Nitiloop, which shall not, in the aggregate, exceed $8,000, as follows:

	●	Royalties at a rate of 3% of net revenue generated as a result of sales, license or other exploitation of the Devices; and
	●	Royalties at a rate of 1.5% of net revenue generated from the sale, license or other exploitation of commercialization of the technology as part of an integrated product.

Litigation

Litigation Resulting from the 2017 Financing

The Company was named as the defendant in a lawsuit captioned Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient II, LP, Hudson Bay Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New York (Index No. 651182/2020). 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 Company’s June 8, 2017 equity financing (the “2017 Financing”), of which the Plaintiffs participated, and fraudulently induced Plaintiffs into signing the SPA. The complaint seeks rescission of the SPA and return of the Plaintiffs’ $6,750 purchase price with respect to the 2017 Financing. The lawsuit is currently in the discovery phase, and a court-ordered mediation is being scheduled. Management is unable to assess the likelihood that the Company will succeed at trial, having previously lost another lawsuit with respect to the 2017 Financing.

Mona Litigation

On April 28, 2019, the Company brought an action against Alliance Investment Management, Ltd. (“Alliance”), later amended to include Joseph Mona (“Mona”) as a defendant, in the Southern District of New York under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), to compel Alliance and Mona to disgorge short swing profits realized from purchases and sales of the Company’s securities within a period of less than six months. The case is Microbot Medical Inc. v. Alliance Investment Management, Ltd., No. 19-cv-3782-GBD (SDNY). The amount of profits was estimated in the complaint to be approximately $468.

On October 28, 2019, Alliance filed a motion for summary judgment requesting that the Court dismiss the claims against Alliance, which was subsequently granted by the Court. On February 4, 2020, Mona answered the 16(b) claim and filed a counterclaim against the Company under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming a net loss on trading the Company’s stock of approximately $151.

On March 31, 2021, the Clerk entered a judgment against Mona and in favor of the Company in the amount of approximately $485. On April 27, 2021, Mona filed an appeal of the Court’s judgment, which is pending before the U.S. Court of Appeals for the Second Circuit.

In June 2021, the Magistrate issued an order permitting Mona to file an Amended Counterclaim Complaint, and rejected the Company’s request to execute on the judgment. The Company filed a response to Mona’s amended counterclaim in July 2021, and in February 2023 filed a motion for summary judgment on Mona’s fraud claim. On August 4, 2023, the Magistrate issued a Report & Recommendation, which recommends that the District Court dismiss Mona’s Section 10(b) counterclaim in the entirety, with prejudice. Objections to the Report & Recommendation are due to be filed on August 18, 2023.

On April 12, 2023, Mona filed a motion to dismiss the Company’s 16(b) claim. That decision is currently on appeal, and the Company believes Mona’s motion is meritless. The Company has opposed the motion to dismiss, which was fully briefed and submitted on May 24, 2023 and is pending before the Court.

LEASES

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

LEASES

NOTE 3 - LEASES

The Company has lease agreements with lease and non-lease components, which it accounts for as a single lease component. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases on the Company’s ROU assets and lease liabilities was not material for the periods presented. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, the Company does not have any related party leases and its sublease transactions are de minimis.

Supplemental cash flow information related to operating leases was as follows:


	For the Six Months Ended June 30,
	2023		2022

Cash payments and expenses	$	151	$	172

Undiscounted maturities of operating lease payments as of June 30, 2023 are summarized as follows:


2023 (Remainder of the year)	$	132
2024		188
2025		16
Total future lease payments		336
Less imputed interest		(19	)
Total lease liability balance	$	317

	June 30,			December 31,
	2023			2022

Operating leases weighted average remaining lease term (in years)		1-2			2
Operating leases weighted average discount rate		9	%		9	%

GENERAL

6 Months Ended

Jun. 30, 2023

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 robotic endoluminal surgery devices targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its robotic technologies with the goal of redefining surgical robotics while improving surgical outcomes for patients.

The Company 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 Cyto Therapeutics, 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”). 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 Company’s common stock, par value $0.01 per share (the “Common Stock”) began trading on the Nasdaq Capital Market under the symbol “MBOT”.

The Company and Microbot Israel, its sole subsidiary, are sometimes collectively referred to as the “Company” as the context may require.

B. Risk Factors

To date, the Company has not generated revenues from its operations. As of June 30, 2023, the Company had cash equivalents and marketable securities balance of approximately $9,920, excluding encumbered cash, which management believes is sufficient to fund its operations for eight months from the filing date of this Quarterly Report on Form 10-Q. Accordingly, as of such filing date, there is a substantial doubt as to the Company’s ability to continue as a going concern.

Due to continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable future. While management of the Company believes that it has sufficient funds until approximately April 2024, partially as a result of the Company’s cost reduction program implemented in May 2023 and capital raises in May and June 2023, the Company will seek to raise additional funds through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli Innovation Authority and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company.

C. Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates.

D. Unaudited Interim Financial Statements

The accompanying unaudited interim condensed consolidated 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).

Operating results for the six and three-month periods ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.

Interim Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Net of issuance costs	$ 1,075
Net of issuance costs not paid	$ 160

SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Marketable Securities [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	$ 4,199	$ 5,760
Marketable Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	4,199	5,760
Marketable Securities [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
Marketable Securities [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
US Treasury Securities [Member] \| Cash Equivalents [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	1,596	1,247
US Treasury Securities [Member] \| Cash Equivalents [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	1,596	1,247
US Treasury Securities [Member] \| Cash Equivalents [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
US Treasury Securities [Member] \| Cash Equivalents [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
US Treasury Securities [Member] \| Marketable Securities [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	2,562	3,761
US Treasury Securities [Member] \| Marketable Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	2,562	3,761
US Treasury Securities [Member] \| Marketable Securities [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
US Treasury Securities [Member] \| Marketable Securities [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
Money Market Funds [Member] \| Marketable Securities [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	1,637	1,999
Money Market Funds [Member] \| Marketable Securities [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value	1,637	1,999
Money Market Funds [Member] \| Marketable Securities [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value
Money Market Funds [Member] \| Marketable Securities [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets, fair value

SHARE CAPITAL (Details Narrative) - USD ($)

3 Months Ended

6 Months Ended

Oct. 25, 2023

Jun. 28, 2023

Jun. 26, 2023

Jun. 16, 2023

Jun. 02, 2023

May 23, 2023

May 22, 2023

Jun. 30, 2023

Mar. 31, 2023

Jun. 30, 2023

Feb. 13, 2023

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, shares issued

11,707,317

7,890,628

Common stock, shares outstanding

11,707,317

7,890,628

Class of warrant or right, outstanding

240,000

Exercise price

$ 0.0001

Modifications amount

$ 1,230

Series B Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Expiry date

Oct. 25, 2027

Options exercise price per share

$ 2.20

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common Stock [Member] | Series B Preferred Investment Options [Member]

3,576,689

^[1]

240,000

Accumulated Other Comprehensive Income (Loss) [Line Items]

Cashless exercise of shares

385,246

Common Stock [Member] | Private Placement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Gross proceeds

$ 2,030,000

$ 1,500,000

$ 2,661,000

$ 1,442,000

Offering expenses

$ 281,000

$ 227,000

$ 345,000

$ 222,000

Common Stock [Member] | Series D Preferred Investment Options [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

312,309

32,778

Common Stock [Member] | Series C Preferred Investment Options [Member]

$ 3.19

$ 2.1999

Accumulated Other Comprehensive Income (Loss) [Line Items]

350,878

Common Stock [Member] | Series A Preferred Investment Options [Member]

$ 2.075

Accumulated Other Comprehensive Income (Loss) [Line Items]

1,022,495

Common Stock [Member] | Series B Preferred Investment Options [Member]

$ 4.64

Expiry date

Oct. 25, 2027

Accumulated Other Comprehensive Income (Loss) [Line Items]

1,022,495

Securities Purchase Agreement [Member] | Common Stock [Member]

$ 4.64

Expiry date

Oct. 25, 2024

Accumulated Other Comprehensive Income (Loss) [Line Items]

624,618

701,756

975,000

655,569

Prefunded warrants exercisable

$ 3.25

$ 2.1375

$ 2.20

234,500

Securities Purchase Agreement [Member] | Common Stock [Member] | Wainwright [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Securities Purchase Agreement [Member] | Common Stock [Member] | H.C. Wainwright & Co. LLC [Member]

60,476

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated Other Comprehensive Income (Loss) [Line Items]

31,231

Director [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross

85,000

Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price

$ 3.07

[1]	Net of issuance costs in the amount of $1,075, of which $160 had not been paid as of June 30, 2023. See also Note 5.

SHARE CAPITAL

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

SHARE CAPITAL

NOTE 5 - SHARE CAPITAL

Share Capital Developments

As of December 31, 2022 and June 30, 2023, the Company had, respectively, 7,890,628 and 11,707,317 shares of Common Stock issued and outstanding.

On February 13, 2023, 240,000 of the Company’s outstanding pre-funded warrants were exercised into an equivalent number of shares of Common Stock, at an exercise price of $0.0001 per share.

Employee Stock Option Grants

During the six months ended June 30, 2023, the Company granted stock option awards to certain directors and an employee to purchase an aggregate of 85,000 shares of the Common Stock, at a weighted average exercise price per share of $3.07 and with a vesting period of three years.

Registered Direct and Private Placement Offerings

On May 22, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 655,569 shares of Common Stock, at an offering price of $2.20 per share, for aggregate gross proceeds of $1,442 before deducting the placement agent fee and related offering expenses of approximately $222 (the “First May Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 32,778 shares of Common Stock. The First May Offering was consummated on May 23, 2023.

On May 23, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it agreed to issue and sell in a registered direct offering (i) an aggregate of 975,000 shares of Common Stock, at an offering price of $2.20 per share and (ii) pre-funded warrants exercisable for up to 234,500 shares of the Common Stock, at an offering price of $2.1999 per pre-funded warrant, for aggregate gross proceeds of $2,661 before deducting the placement agent fee and related offering expenses of approximately $345 (the “Second May Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 60,476 shares of Common Stock. The Second May Offering was consummated on May 24, 2023. All of such pre-funded warrants were subsequently exercised in accordance with their terms into an equivalent number of shares of Common Stock.

On June 2, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 701,756 shares of Common Stock, at an offering price of $2.1375 per share, for aggregate gross proceeds, with the concurrent private placement described below, of $1,500 before deducting the placement agent fee and related offering expenses of approximately $227 (the “First June Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 35,088 shares of its Common Stock. The registered direct offering was consummated on June 6, 2023. In a concurrent private placement, the Company also issued to the purchasers of shares of Common Stock in the First June Offering, series C preferred investment options to purchase up to 350,878 shares of Common Stock. Each series C preferred investment option is exercisable for one share of Common Stock at an exercise price of $2.075 commencing on the date of issuance and expiring five and one-half years from the issuance date.

On June 26, 2023, the Company entered into a securities purchase agreement with institutional investors, pursuant to which it agreed to issue and sell in a registered direct offering an aggregate of 624,618 shares of its Common Stock, at an offering price of $3.25 per share, for aggregate gross proceeds, with the concurrent private placement described below, of $2,030 before deducting the placement agent fee and related offering expenses of approximately $281 (the “Second June Offering”). The Company also issued to Wainwright or its designees preferred investment options to purchase 31,231 shares of its Common Stock. The registered direct offering was consummated on June 28, 2023. In a concurrent private placement, the Company also issued to the purchasers of shares of Common Stock in the Second June Offering, series D preferred investment options to purchase up to 312,309 shares of the Company’s Common Stock. Each series D preferred investment option is exercisable for one share of Common Stock at an exercise price of $3.19 commencing on the date of issuance and expiring five and one-half years from the issuance date.

Preferred Investment Options Amendment

In connection with the Second May Offering, the Company amended the terms of (i) the Series A preferred investment options to purchase 1,022,495 shares of its Common Stock for an exercise price of $4.64 per share which are scheduled to expire on October 25, 2027 and (ii) the Series B preferred investment options to purchase 1,022,495 shares of its Common Stock for an exercise price of $4.64 per share which were initially scheduled to expire on October 25, 2024 (the “Series B Preferred Investment Options”), in each case previously issued to the investor in October 2022 under the securities purchase agreement dated October 21, 2022 (collectively, the “Existing Preferred Investment Options”), which investor also participated in the Second May Offering, such that effective upon the closing of the Second May Offering, the Existing Preferred Investment Options have a reduced exercise price of $2.20 per share and the Series B Preferred Investment Options expire on October 25, 2027. These modifications represent issuance costs relating to the Existing Preferred Investment Options. The amount of the effect of the modifications is approximately $1,230. On June 16, 2023, the holder of the Series B Preferred Investment Options exercised all of such Series B Preferred Investment Options pursuant to its cashless exercise provision into 385,246 shares of Common Stock.

SCHEDULE OF FINANCIAL ASSETS FAIR VALUE MEASUREMENT

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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+ Details

Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Research and development	$ (1,365)	$ (2,193)	$ (2,982)	$ (3,899)
General and administrative	(959)	(1,370)	(2,261)	(2,840)
Operating loss	(2,324)	(3,563)	(5,243)	(6,379)
Financing income, net	37	50	103	37
Net loss	$ (2,287)	$ (3,513)	$ (5,140)	$ (6,702)
Basic net loss per share	$ (0.25)	$ (0.49)	$ (0.60)	$ (0.94)
Diluted net loss per share	$ (0.25)	$ (0.49)	$ (0.60)	$ (0.94)
Basic weighted average common shares outstanding	9,198,806	7,108,133	8,609,325	7,108,133
Diluted weighted average common shares outstanding	9,198,806	7,108,133	8,609,325	7,108,133

SUBSEQUENT EVENTS (Details Narrative) - Israeli Innovation Authority [Member]	Jul. 18, 2023 USD ($)	Jul. 18, 2023 ILS (₪)	Jun. 02, 2023 ILS (₪)
Subsequent Event [Line Items]
Grants receivable			₪ 1,620,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Grants receivable	$ 156	₪ 567,000

Interim Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 5,721	$ 2,442
Marketable securities	4,199	5,760
Short-term deposit		3
Restricted cash	48	77
Prepaid expenses and other current assets	371	532
Total current assets	10,339	8,814
Property and equipment, net	180	221
Operating right-of-use assets	365	502
Total assets	10,884	9,537
Current liabilities:
Accounts payable	240	116
Lease liabilities	225	283
Accrued liabilities	859	1,670
Total current liabilities	1,324	2,069
Non-current liabilities:
Long-term lease liabilities	92	179
Total liabilities	1,416	2,248
Stockholders’ equity:
Common stock; $0.01 par value; 60,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 11,707,317 and 7,890,628 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.	118	80
Additional paid-in capital	83,251	75,970
Accumulated deficit	(73,901)	(68,761)
Total stockholders’ equity	9,468	7,289
Total liabilities and stockholders’ equity	$ 10,884	$ 9,537

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 6 - SUBSEQUENT EVENTS

On July 18, 2023, the Company received NIS 567,000 (US$156) from the IIA, relating to its June 2023 grant approval. See “NOTE 4 - COMMITMENTS AND CONTINGENCIES - Approval for Grant from The Israel Innovation Authority” above.

SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023 (Remainder of the year)	$ 132
2024	188
2025	16
Total future lease payments	336
Less imputed interest	(19)
Total lease liability balance	$ 317

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of June 30, 2023 and December 31, 2022:

	As of June 30, 2023
	Total		Level 1		Level 2		Level 3
Cash equivalents:
U.S. treasury securities	$	1,596	$	1,596	$	-	$	-

Marketable securities:
U.S. treasury securities	$	2,562	$	2,562	$	-	$	-
Money market mutual funds		1,637		1,637		-		-
	$	4,199	$	4,199	$	-	$	-

	As of December 31, 2022
	Total		Level 1		Level 2		Level 3

Cash equivalents:
U.S. treasury securities	$	1,247	$	1,247	$	-	$	-

Marketable securities:
U.S. treasury securities	$	3,761	$	3,761	$	-	$	-
Money market mutual funds		1,999		1,999		-		-
	$	5,760	$	5,760	$	-	$	-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed in the preparation of these unaudited interim consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements.

Fair value of financial instruments

Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables summarizes the Company’s financial assets subject to fair value measurement and the level of inputs used in such measurements as of June 30, 2023 and December 31, 2022:

	As of June 30, 2023
	Total		Level 1		Level 2		Level 3
Cash equivalents:
U.S. treasury securities	$	1,596	$	1,596	$	-	$	-

Marketable securities:
U.S. treasury securities	$	2,562	$	2,562	$	-	$	-
Money market mutual funds		1,637		1,637		-		-
	$	4,199	$	4,199	$	-	$	-

	As of December 31, 2022
	Total		Level 1		Level 2		Level 3

Cash equivalents:
U.S. treasury securities	$	1,247	$	1,247	$	-	$	-

Marketable securities:
U.S. treasury securities	$	3,761	$	3,761	$	-	$	-
Money market mutual funds		1,999		1,999		-		-
	$	5,760	$	5,760	$	-	$	-

Contingencies

Recently issued accounting pronouncements

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details)	Jun. 30, 2023	Dec. 31, 2022
Operating leases weighted average remaining lease term (in years)		2 years
Operating leases weighted average discount rate	9.00%	9.00%
Minimum [Member]
Operating leases weighted average remaining lease term (in years)	1 year
Maximum [Member]
Operating leases weighted average remaining lease term (in years)	2 years

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Cash payments and expenses	$ 151	$ 172

Interim Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Balance at Dec. 31, 2021

$ 72

$ 69,902

$ (55,593)

$ 14,381

Balance, shares at Dec. 31, 2021

7,108,133

429

Balance, shares at Mar. 31, 2022

(3,189)

Balance at Mar. 31, 2022

$ 72

70,331

(58,782)

11,621

7,108,133

Balance at Dec. 31, 2021

$ 72

69,902

(55,593)

14,381

Balance, shares at Dec. 31, 2021

7,108,133

Balance, shares at Jun. 30, 2022

(6,702)

Balance at Jun. 30, 2022

$ 72

70,763

(62,295)

8,540

7,108,133

Balance at Mar. 31, 2022

$ 72

70,331

(58,782)

11,621

Balance, shares at Mar. 31, 2022

7,108,133

432

Balance, shares at Jun. 30, 2022

(3,513)

Balance at Jun. 30, 2022

$ 72

70,763

(62,295)

8,540

7,108,133

Balance at Dec. 31, 2022

$ 80

75,970

(68,761)

7,289

Balance, shares at Dec. 31, 2022

7,890,628

412

Issuance of common stock and warrants net of issuance costs ()

(2,853)

$ 3

(3)

Issuance of common stock upon exercise of warrants, shares

240,000

Balance at Mar. 31, 2023

$ 83

76,379

(71,614)

4,848

Balance, shares at Mar. 31, 2023

8,130,628

Balance at Dec. 31, 2022

$ 80

75,970

(68,761)

7,289

Balance, shares at Dec. 31, 2022

7,890,628

Balance, shares at Jun. 30, 2023

(5,140)

Balance at Jun. 30, 2023

$ 118

83,251

(73,901)

9,468

11,707,317

Balance at Mar. 31, 2023

$ 83

76,379

(71,614)

4,848

Balance, shares at Mar. 31, 2023

8,130,628

349

Issuance of common stock and warrants net of issuance costs ()

(2,287)

^[1]

$ 35

6,523

6,558

Issuance of common stock upon exercise of warrants, shares

^[1]

3,576,689

Balance at Jun. 30, 2023

$ 118

$ 83,251

$ (73,901)

$ 9,468

Balance, shares at Jun. 30, 2023

11,707,317

[1]	Net of issuance costs in the amount of $1,075, of which $160 had not been paid as of June 30, 2023. See also Note 5.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details