View Filing Data

Net unrealized loss on available for sale security

$ (2,205)

$ (1,961)

Other comprehensive loss:

^[1]

Comprehensive loss

$ (2,205)

$ (1,961)

[1]	Represents amount less than 1

- Definition

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

+ References

+ Details

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

Common Stock [Member]

Additional Paid-In Capital [Member]

Cancellation of Treasury Shares [Member]

Accumulated other comprehensive Income [Member]

Accumulated Deficit [Member]

Total

Balance at Dec. 31, 2018

$ 31

$ 32,538

$ (3,375)

$ (27,864)

$ 1,330

Balance, shares at Dec. 31, 2018

3,012,343

Share-based compensation

315

Issuance of common stock and warrants net of issuance expenses

$ 12

9,532

9,544

Issuance of common stock and warrants net of issuance expenses, shares

1,295,323

Unrealized loss on marketable debt security

^[1]

Balance, shares at Mar. 31, 2019

(1,961)

Balance at Mar. 31, 2019

$ 43

42,385

(3,375)

^[1]

(29,825)

9,228

4,307,666

Balance at Dec. 31, 2019

$ 72

69,954

(3,375)

(35,111)

31,540

Balance, shares at Dec. 31, 2019

7,185,628

Share-based compensation

343

Exercise of options

Exercise of options, shares

965

Treasury Common Stock

$ (1)

(3,374)

3,375

Treasury Common Stock, shares

(83,333)

Balance, shares at Mar. 31, 2020

(2,205)

Balance at Mar. 31, 2020

$ 71

$ 66,923

$ (37,316)

$ 29,678

7,103,260

[1]	Less than 1

Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2020

Mar. 31, 2019

Operating activities:

Adjustments to reconcile net loss to net cash flows from operating activities:

$ (2,205)

$ (1,961)

Depreciation and amortization

Amortization of discount (premium) on marketable debt security

^[1]

Share-based compensation expense

343

315

Changes in assets and liabilities:

Prepaid expenses and other assets

(110)

(445)

Other payables and accrued liabilities

(3,966)

(643)

Net cash flows from operating activities

(5,921)

(2,723)

Investing activities:

Purchase of property and equipment

(68)

Proceeds from sales of marketable security

2,521

Purchase of marketable security

(2,496)

Net cash flows from investing activities

2,453

(2,496)

Financing activities:

Issuance of common stock and warrants, net of issuance costs

9,562

Net cash flows from financing activities

9,562

Increase (decrease) in cash, cash equivalents and restricted cash

(3,468)

4,343

Cash, cash equivalents and restricted cash at beginning of period

33,129

5,263

Cash, cash equivalents and restricted cash at ending of period

29,661

9,606

Supplemental disclosure of cash flow information:

Cash received from interest

$ 8

[1]	Less than 1

General

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

NOTE 1 - GENERAL

Description of business:

Microbot Medical Inc. (with its subsidiaries if the context so provides, the “Company,” “we”, “us” or “our”) 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 redefining surgical robotics while improving surgical outcomes for patients.

It 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 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 transaction, the Company changed its name from StemCells, Inc. to Microbot Medical Inc. On November 29, 2016, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”.

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.

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 three-month period ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ended December 31, 2020.

Risk Factors:

To date, the Company has not generated revenues from its operations. As of March 31, 2020, the Company had unrestricted cash and cash equivalent balance of approximately $29,661, which management 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.

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 for more than 12 months, the Company may nevertheless 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.

An epidemic of the coronavirus disease (“COVID-19”) is ongoing throughout the world. As the outbreak is still evolving, much of its ultimate impact remains unknown. As of this filing, it is impossible to predict the effect and outcome of the global spread of COVID-19. COVID-19 may cause significant delays and disruptions to our clinical trials and our interactions with the FDA. If the patients involved with our clinical trials become infected with COVID-19, we may have more adverse events and deaths in our clinical trials as a result. We may also face difficulties enrolling patients in our clinical trials if the patient populations that are eligible for our clinical trials are impacted by COVID-19. Additionally, if our clinical trial patients are unable to travel to our clinical trial sites as a result of quarantines or other restrictions resulting from COVID-19, we may experience higher drop-out rates or delays in our clinical trials, and some patients may not be able to comply with clinical trial protocols if quarantines impede patient movement or interrupt healthcare services, which could impact the Company’s ability to determine the efficacy or safety of its devices. Site initiation and patient enrollment may also be delayed due to prioritization of hospital resources toward the COVID-19 outbreak.

Additionally, travel restrictions have been implemented with respect to certain countries in an effort to contain COVID-19, and several countries have expanded screenings of travelers. As travel restrictions are increasingly implemented and extended to other countries, the Company and its contract research organizations may be unable to visit its clinical trial sites and monitor the data from its clinical trials on timely basis. The Company’s employees may also face travel restrictions, which would impact its business. Furthermore, some of the Company’s manufacturers and suppliers are in Europe and may be impacted by port closures and other restrictions resulting from the coronavirus outbreak, which may disrupt the Company’s supply chain or limit its ability to obtain sufficient materials for our products.

The ultimate impact of the COVID-19 outbreak or a similar health epidemic is highly uncertain and subject to change, and the Company cannot presently predict the scope and severity of any potential business shutdowns or disruptions, but if the Company or any of the third parties with whom the Company’s engages, including the suppliers, clinical trial sites, contract research organizations, regulators, including the FDA health care providers and other third parties with whom the Company conducts business, were to experience shutdowns or other business disruptions, the Company’s ability to conduct our business and operations could be materially and negatively impacted, which could prevent or delay the Company from obtaining approval for its devices.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Government Grants:

Microbot Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development for the years 2013 through March 31, 2020 in the total amount of approximately $1,500 and, in return, Microbot Israel is obligated to pay royalties amounting to 3%-3.5% 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 Government of Israel. The grants are received from the Government on a project-by-project basis.

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 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.

Contract Research Agreements:

Agreement with Washington University

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 are collaborating to determine the effectiveness of the Company’s self-cleaning shunt.

The study in Washington U. includes several phases. The first phase (initial research) was completed. An agreement on the second phase was entered in September 2018 with total expected costs of approximately $248. As of March 31, 2020, this study is still on going and will be extended to continue until March 15, 2021. 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.

Agreement with Wayne State University

On September 12, 2016, the Company entered into a research agreement (the “WSU Agreement”) with Wayne State University (“WSU”), pursuant to which the parties are collaborating to determine the efficacy of the Company’s self-cleaning shunt.

The study in WSU includes several phases. The first phase (initial research) was completed. An agreement on the second phase was entered in April 2018 with total expected costs of approximately $130. In July 2018 the contract was updated to include phase 2.1 (preliminary phase to phase 2) with total expected costs of approximately $213. Pursuant to the WSU Agreement, WSU shall own all data generated by the research and the Company shall have unrestricted free right to use and disclose all the results, information and material generated from the WSU Agreement.

Rights to inventions, improvements or discoveries, whether or not patentable or copyrightable made solely by the employees of the Company in the course of performance of the workplan agreed upon between the Company and WSU shall belong to the Company.

Rights to inventions, improvements or discoveries, whether or not patentable or copyrightable made solely by the employees of WSU in the course of performance of the workplan agreed upon between the Company and WSU shall belong to WSU. WSU shall grant the Company with a worldwide non-exclusive, perpetual, royalty-free license to university inventions to use and practice patentable inventions.

Rights to inventions, improvements or discoveries, whether or not patentable or copyrightable made by at least one employee of WSU and one employee of the Company in the course of performance of the workplan agreed upon between the Company and WSU shall belong to WSU and the Company jointly. Both the Company and WSU will be free to use and license to others the rights of joint inventions for any and all purposes without consultation or obligation to the other party. WSU granted the Company a first option to negotiate an exclusive license to use and practice WSU inventions and its interest in the joint inventions as detailed in the WSU Agreement.

Litigation:

Litigation Resulting from 2017 Financing

In February 2020, the Company lost its appeal of an adverse judgment in the lawsuit captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant 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. 654581/2017). As a result, the Securities Purchase Agreement (the “SPA”) related to the Company’s June 8, 2017 equity financing (the “Financing”) was rescinded as it related to Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master Fund Ltd. (“Sabby”), and the Company paid approximately $3,700 to Sabby in return for the 83,333 (post-stock split) shares of common stock Sabby purchased pursuant to the SPA. Soon after, 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 (the “Court”) (Index No. 651182/2020). The complaint alleges, among other things, that the Company breached multiple representations and warranties contained in the SPA, 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 Financing. The Company filed a Motion to Dismiss on March 16, 2020, which Motion is pending before the Court.

Alliance Litigation

On April 28, 2019, the Company brought an action against Alliance Investment Management, Ltd. (“Alliance”) in the Southern District of New York under Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78p(b), to compel Alliance to disgorge short swing profits realized from purchases and sales of the Company’s securities within a period of less than six months, executed while Alliance reported beneficial ownership of more than 10% of the Company’s outstanding common stock and statutory “insider” status for purposes of the statute. The case is Microbot Medical Inc. v. Alliance Investment Management, Ltd., No. 19-cv-3782-GBD (SDNY). The amount of profits the Company is seeking to divest is estimated to be approximately $468.

On August 21, 2019, Alliance filed an answer to the action, claiming that an unnamed Alliance client was the “beneficial owner” of the shares reportedly held and traded by Alliance. On October 18, 21, and 28, 2019, Joseph Mona (“Mona”) filed Section 16(a) and Schedule 13G reports, which are substantially similar to the reports previously filed by Alliance. On October 28, 2019, Alliance filed a motion for summary judgment requesting that the Court dismiss the claims against Alliance in view of Mona’s SEC filings, which Alliance asserted revealed Mona as the client referenced in Alliance’s answer.

On November 7, 2019, U.S. Magistrate Judge Robert W. Lehrburger ordered Alliance to produce relevant trading records, to enable the Company to determine whether to proceed against Alliance and/or Mona. Following Alliance’s production of Mona’s Microbot trading records, the Company filed a Second Amended Complaint on November 18, 2019, seeking to compel Alliance and/or Mona to disgorge profits realized from the trades they each separately reported. The Company continued to oppose Alliance’s Motion for Summary Judgment given Alliance’s refusal to confirm that the trades reported by Alliance referred exclusively to the trades executed in Mona’s account—and did not refer to duplicative trading executed by Alliance. Alliance’s Motion for Summary Judgment is pending.

On February 4, 2020, Mona answered the 16(b) claim the Company asserted against him by claiming various equitable defenses, and filed a counterclaim against the Company under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Mona admits to engaging in the reported short swing trading of the Company’s stock while a 10% beneficial owner and statutory 16(b) insider of the Company, but alleges that he was induced to buy the stock by various company misrepresentations. Mona claims a net loss on trading the Company’s stock of approximately $151.

On March 6, 2020 the Company filed a motion for judgment on its 16(b) claim against Mona, together with a motion to dismiss Mona’s 10(b) counterclaim. Such motion was fully briefed as of April 26, 2020 and is pending. All parties are currently scheduled to appear in court on July 21, 2020.

Agreement with CardioSert Ltd.

On January 4, 2018, Microbot Israel entered into an agreement with CardioSert Ltd. (“CardioSert”) to acquire certain patent-protected technology owned by CardioSert (the “Technology”).

Pursuant to the Agreement, Microbot Israel made an initial payment of $50 to CardioSert and had 90-days to elect to complete the acquisition. At the end of the 90-day period, at Microbot Israel’s sole option, CardioSert shall assign and transfer the Technology to Microbot Israel and Microbot Israel shall pay to CardioSert additional amounts and securities as determined in the agreement.

On April 10, 2018, Microbot delivered an Exercise Notice to CardioSert Ltd., notifying it that Microbot elected to exercise the option to acquire the Technology owned by CardioSert and therefore made an additional cash payment of $250 and 6,738 shares of common stock (100,000 shares of common stock before the Reverse Split) estimated at $74.

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. 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. Additionally, the agreement may be terminated by either party upon breach of the other (subject to cure).

CardioSert agreed to assist Microbot Israel in the development of the Technology for a minimum of one year, for a monthly consultation fee of NIS 40,000 (or approximately US$11.50, based on an exchange rate of NIS3.47 to the dollar) covering up to 60 consulting hours per month.

Compensation to Harel Gadot

On February 25, 2020, the Company made the following changes to the compensation of Harel Gadot, the Company’s CEO, President and Chairman:

	●	Mr. Gadot’s annual base salary was increased from $360 to $450, retroactive to January 1, 2020.

	●	Mr. Gadot’s annual bonus pursuant to his Employment Agreement with the Company was increased from 40% of his annual salary to 60% of his annual salary, based on achieving certain milestones, commencing 2020.

In addition, Mr. Gadot received a one-time special bonus equal to 60% of his newly-approved annual base salary. Mr. Gadot was also awarded non-qualified options to purchase 166,666 shares of Company common stock at an exercise price per share of $9.64, which vest in full on the one-year anniversary of the date of grant and expire on the ten-year anniversary (See note 5).

Share Capital

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Share Capital

NOTE 5 - SHARE CAPITAL

Share Capital Developments:

As of March 31, 2020, the Company had 7,103,260 shares of common stock issued and outstanding.

On January 14, 2019, the Company entered into a Securities Purchase Agreement with an accredited institutional investor providing for the issuance and sale by the Company to the purchaser of an aggregate of (i) 330,000 shares of the Company’s common stock, at a purchase price per share of $6.50 and (ii) 125,323 pre-funded warrants each to purchase one share of common stock, at a purchase price per Pre-Funded Warrant of $6.49. The gross proceeds to the Company were approximately $3,000 before deducting placement agent fees and other offering expenses of approximately $688. The closing of the offering took place on January 15, 2019. The pre-funded warrants were exercised in full in January 2019. As part of the offering the company issued to the underwriter 22,767 warrants for 3.5 years with an exercise price of $8.125 for total value of $165.

On January 15, 2019, the Company entered into a Securities Purchase Agreement with certain accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 590,000 shares of the Company’s common stock, at a purchase price per share of $10.00. The gross proceeds to the Company were approximately $5,900 before deducting placement agent fees and other offering expenses of approximately $720. The closing of the offering took place on January 17, 2019. As part of the offering the company issued to the underwriter 29,500 warrants for 3.5 years with exercise price of $12.50 for total value of $221.

On January 23, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 250,000 shares of the Company’s common stock, at a purchase price per share of $9.875. The investors also purchased warrants to purchase an aggregate of up to 250,000 shares of the Company’s common stock, at a purchase price per warrant of $0.125. The warrants were exercisable for 1 year and had an exercise price of $10.00 per share, for a total value of $2,019. The gross proceeds to the Company from the sale of the shares and warrants were approximately $2,500 before deducting placement agent fees and other offering expenses of approximately $370. The closing of the offering took place on January 25, 2019. As part of the offering the company issued to the underwriter 12,500 warrants for 1 year with an exercise price of $12.50 for total value of $99.

On December 25, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 912,858 shares of the Company’s common stock, at a purchase price per share of $10.50. The gross proceeds to the Company were approximately $9,585 before deducting placement agent fees and other offering expenses of approximately $1,090. The closing of the offering took place on December 27, 2019. As part of the offering the Company issued to the underwriter 45,643 warrants for 3.5 years with an exercise price of $13.125 for total value of $371.

On December 27, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 952,383 shares of the Company’s common stock, at a purchase price per share of $10.50. The gross proceeds to the Company were approximately $10,000 before deducting placement agent fees and other offering expenses of approximately $1,010. The closing of the offering took place on December 30, 2019. As part of the offering the Company issued to the underwriter 47,619 warrants for 3.5 years with an exercise price of $13.125 for total value of $366.

On December 30, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for the issuance and sale by the Company to the purchasers of an aggregate of 900,901 shares of the Company’s common stock, at a purchase price per share of $11.10. The gross proceeds to the Company were approximately $10,000 before deducting placement agent fees and other offering expenses of approximately $1,010. The closing of the offering took place on December 31, 2019. As part of the offering the Company issued to the underwriter 45,045 warrants for 3.5 years with an exercise price of $13.875 for total value of $343.

Employee Stock Option Grant

On January 21, 2019, the board of directors approved a grant of stock options to purchase an aggregate of up to 11,630 shares of common stock to certain of its directors, at an exercise price per share of $8.60. The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses as of March 31, 2020 and 2019 in the total amount of $7 and $24, respectively, included in general and administrative expenses.

On August 12, 2019, the board of directors approved a grant of stock options to purchase an aggregate of up to 17,503 shares of common stock to certain of its employees, at an exercise price per share of $5.95. The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses as of March 31, 2020 and 2019 in the total amount of $11 and $0, respectively, included in general and administrative expenses.

On October 23, 2019, the board of directors approved a grant of stock options to purchase an aggregate of up to 19,760 shares of common stock to certain of its directors, at an exercise price per share of $5.06. The stock options vest over a period of 3 years as outlined in the option agreements. As a result, the Company recognized compensation expenses as of March 31, 2020 and 2019 in the total amount of $7 and $0, respectively, included in general and administrative expenses.

On February 25, 2020, the board of directors approved a grant of stock options to purchase an aggregate of up to 166,666 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 $9.64. The stock options vest in full on the one-year anniversary of the date of grant as outlined in the option agreement. As a result, the Company recognized compensation expenses as of March 31, 2020 and 2019 in the total amount of $144 and $0, respectively, included in general and administrative expenses.

A summary of the Company’s option activity related to options to employees and directors, and related information is as followed:

	As of March 31, 2020
	Number of stock options			Weighted average exercise price

Outstanding at beginning of period		371,360		$	11.50
Granted		166,666			9.64
Exercise		(965	)		-
Forfeited		-			-
Cancelled		-			-
Outstanding at end of period		537,061		$	9.35

Vested at end of period		285,742		$	8.70

	For the Year ended December 31, 2019
	Number of stock options			Weighted average exercise price

Outstanding at beginning of period		398,308		$	11.50
Granted		48,893			6.20
Forfeited		(28,690	)		-
Cancelled		(47,151	)		-
Outstanding at end of period		371,360		$	9.19

Vested at end of period		270,827		$	8.48

The intrinsic value is calculated as 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 March 31, 2020 and 2019, respectively.

As of March 31, 2020, and 2019, the aggregate intrinsic value of the outstanding options is $456 and $761 respectively, and the aggregate intrinsic value of the exercisable options is $446 and $761, respectively.

As of March 31, 2020, there were approximately $2,267 of total unrecognized compensation costs, net of expected forfeitures, related to unvested share-based compensation awards granted under the Share Incentive Plan. The costs are expected to be recognized over a weighted average period of 1.11 years

The stock options outstanding as of March 31, 2020 and December 31, 2019, summarized by exercise prices, are as follows:

Exercise price $		Stock options outstanding as of March 31, 2020		Stock options outstanding as of December 31, 2019		Weighted average remaining contractual life – years as of March 31, 2020		Weighted average remaining contractual life – years as of December 31, 2019		Stock options exercisable as of March 31, 2020		Stock options exercisable as of December 31, 2019

	4.20		77,846		77,846		5.8		6.0		77,846		77,846
	15.75		133,546		133,546		7.5		7.8		98,276		90,641
	8.60		11,630		11,630		9.7		9.9		6,385		5,515
	9.00		10,000		10,000		8.5		8.8		5,500		4,750
	9.64		166,666		-		1.0		-		-		-
	5.95		17,503		17,503		9.5		9.7		4375		-
	5.06		19,760		19,760		9.6		9.8		-		-
	15.30		38,533		38,533		7.8		8.0		31,783		29,533
	(*)		61,577		62,542		6.5		6.8		61,577		62,542
			537,061		371,360		7.3		8.3		285,742		270,827

(*) Less than $0.01.

Compensation expense recorded by the Company for its stock-based employee compensation awards in accordance with ASC 718-10 for the three months ended March 31, 2020 and 2019 was $343 and $315, respectively.

The grant date fair values of stock options granted in the years ended March 31, 2020 and 2019 were estimated using the Black-Scholes valuation model with the following:

	As of March 31, 2020			Year ended December 31, 2019

Expected volatility		135.60	%		132.63%-144.4%
Risk-free interest		1.20	%		1.49%-2.62%
Dividend yield		0	%		0	%
Expected life of up to (years)		6			5.282

Warrants

The remaining outstanding warrants and terms as of March 31, 2020 and December 31, 2019 are as follows:

Issuance date	Outstanding as of March 31, 2020		Outstanding as of December 31, 2019		Exercise Price		Exercisable as of March 31, 2020		Exercisable Through

Series A (2013) (*)		183		183	$	2,754.00		183	April 9, 2023
Series A (2015) (*)		683		683	$	1,377.00		683	April 30, 2020
Series B (2016) (a)(*)		2,770		2,770	$	40.50		2,770	March 14, 2022
Warrant to underwriters – 1/2019		22,767		22,767	$	8.13		22,767	July 14, 2022
Warrant to underwriters – 1/2019		29,500		29,500	$	12.50		29,500	July 15, 2022
Warrant to underwriters – 1/2019		12,500		12,500	$	12.50		12,500	January 15, 2020
Warrant to underwriters – 12/2019		45,643		45,643	$	13.13		-	June 27, 2023
Warrant to underwriters – 12/2019		47,619		47,619	$	13.13		-	June 30, 2023
Warrant to underwriters – 12/2019		45,045		45,045	$	13.88		-	June 25, 2023

(*) Prior to January 1, 2019, warrants with non-standard anti-dilution provisions (referred to as down round protection) were classified as liabilities and re-measured each reporting period. On January 1, 2019, the Company adopted the provisions of ASU 2017-11, which indicates that a down round feature no longer precludes equity classification when assessing whether an investment is indexed to an entity’s own stock. The Company used a full retrospective approach to adoption and restated its financial statements as of the earliest period presented. The cumulative effect of adoption of ASU 2017-11 resulted in an adjustment to accumulated deficit as of January 1, 2018 of $20 with a corresponding adjustment to additional paid-in capital.

In December 2019, 125,000 outstanding warrants at an exercise price per share of $10.00, were exercised on a “net exercise” or “cashless” basis into 61,677 shares of common stock, and 125,000 outstanding warrants at an exercise price per share of $10.00, were exercised on a “net exercise” or “cashless” basis into 50,143 shares of common stock. All of such warrants were issued in January 2019.

Share Capital (Tables)

3 Months Ended

Mar. 31, 2020

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 followed:

	As of March 31, 2020
	Number of stock options			Weighted average exercise price

Outstanding at beginning of period		371,360		$	11.50
Granted		166,666			9.64
Exercise		(965	)		-
Forfeited		-			-
Cancelled		-			-
Outstanding at end of period		537,061		$	9.35

Vested at end of period		285,742		$	8.70

	For the Year ended December 31, 2019
	Number of stock options			Weighted average exercise price

Outstanding at beginning of period		398,308		$	11.50
Granted		48,893			6.20
Forfeited		(28,690	)		-
Cancelled		(47,151	)		-
Outstanding at end of period		371,360		$	9.19

Vested at end of period		270,827		$	8.48

Schedule of Stock Options Outstanding

The stock options outstanding as of March 31, 2020 and December 31, 2019, summarized by exercise prices, are as follows:

Exercise price $		Stock options outstanding as of March 31, 2020		Stock options outstanding as of December 31, 2019		Weighted average remaining contractual life – years as of March 31, 2020		Weighted average remaining contractual life – years as of December 31, 2019		Stock options exercisable as of March 31, 2020		Stock options exercisable as of December 31, 2019

	4.20		77,846		77,846		5.8		6.0		77,846		77,846
	15.75		133,546		133,546		7.5		7.8		98,276		90,641
	8.60		11,630		11,630		9.7		9.9		6,385		5,515
	9.00		10,000		10,000		8.5		8.8		5,500		4,750
	9.64		166,666		-		1.0		-		-		-
	5.95		17,503		17,503		9.5		9.7		4375		-
	5.06		19,760		19,760		9.6		9.8		-		-
	15.30		38,533		38,533		7.8		8.0		31,783		29,533
	(*)		61,577		62,542		6.5		6.8		61,577		62,542
			537,061		371,360		7.3		8.3		285,742		270,827

(*) Less than $0.01.

Schedule of Stock Options Valuation Assumptions

The grant date fair values of stock options granted in the years ended March 31, 2020 and 2019 were estimated using the Black-Scholes valuation model with the following:

	As of March 31, 2020			Year ended December 31, 2019

Expected volatility		135.60	%		132.63%-144.4%
Risk-free interest		1.20	%		1.49%-2.62%
Dividend yield		0	%		0	%
Expected life of up to (years)		6			5.282

Schedule of Warrants Outstanding

The remaining outstanding warrants and terms as of March 31, 2020 and December 31, 2019 are as follows:

Issuance date	Outstanding as of March 31, 2020		Outstanding as of December 31, 2019		Exercise Price		Exercisable as of March 31, 2020		Exercisable Through

Series A (2013) (*)		183		183	$	2,754.00		183	April 9, 2023
Series A (2015) (*)		683		683	$	1,377.00		683	April 30, 2020
Series B (2016) (a)(*)		2,770		2,770	$	40.50		2,770	March 14, 2022
Warrant to underwriters – 1/2019		22,767		22,767	$	8.13		22,767	July 14, 2022
Warrant to underwriters – 1/2019		29,500		29,500	$	12.50		29,500	July 15, 2022
Warrant to underwriters – 1/2019		12,500		12,500	$	12.50		12,500	January 15, 2020
Warrant to underwriters – 12/2019		45,643		45,643	$	13.13		-	June 27, 2023
Warrant to underwriters – 12/2019		47,619		47,619	$	13.13		-	June 30, 2023
Warrant to underwriters – 12/2019		45,045		45,045	$	13.88		-	June 25, 2023

Commitments and Contingencies (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands									1 Months Ended					3 Months Ended	12 Months Ended
	Feb. 25, 2020 $ / shares shares	Feb. 04, 2020 USD ($)	Jan. 02, 2020 USD ($)	Apr. 28, 2019 USD ($)	May 24, 2018 shares	Apr. 10, 2018 USD ($) shares	Jan. 04, 2018 USD ($) $ / shares	Jan. 04, 2018 ILS (₪)	Feb. 29, 2020 USD ($) shares	Sep. 30, 2018 USD ($)	Jul. 31, 2018 USD ($)	Apr. 30, 2018 USD ($)	Jun. 30, 2012	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Monthly consultation fee in USD \| $ / shares							$ 11.50
Number of non-qualified options awarded to purchase shares of common stock \| shares														166,666	48,893
Stock options, exercise price per share \| $ / shares														$ 9.64	$ 6.20
Joseph Mona [Member]
Settlement amount		$ 151
Beneficial ownership percentage		10.00%
Mr. Harel Gadot [Member]
Annual base salary			$ 450												$ 360
Annual base salary, increasing percentage															40.00%
One time special bonus, description	Received a one-time special bonus equal to 60% of his newly-approved annual base salary.
Number of non-qualified options awarded to purchase shares of common stock \| shares	166,666
Stock options, exercise price per share \| $ / shares	$ 9.64
Stock options, description	Which vest in full on the one-year anniversary of the date of grant and expire on the ten-year anniversary.
Mr. Harel Gadot [Member] \| Based on Achieving Certain Milestones, Commencing 2020 [Member]
Annual base salary, increasing percentage	60.00%
Alliance Investment Management, Ltd. [Member]
Litigation settlement				$ 468
CardioSert Ltd [Member]
Initial payment						$ 250	$ 50
Number of common shares acquired \| shares					6,738	6,738
Number of common shares acquired, value						$ 74
Buy back amount per patent \| $ / shares							$ 1.00
CardioSert Ltd [Member] \| Before Reverse Split [Member]
Number of common shares acquired \| shares					100,000	100,000
Securities Purchase Agreement [Member]
Settlement amount									$ 3,700
Number of post-stock split shares returned \| shares									83,333
Purchase price of plaintiffs									$ 6,750
Minimum [Member] \| Alliance Investment Management, Ltd. [Member]
Beneficial ownership percentage				10.00%
Minimum [Member] \| CardioSert Ltd [Member]
Investments							$ 2,000
Minimum [Member] \| Technion Research and Development Foundation Limited [Member]
Royalties payable as percentage of future sales													1.50%
Maximum [Member] \| Technion Research and Development Foundation Limited [Member]
Royalties payable as percentage of future sales													3.00%
Second Phase [Member] \| Contract Research Agreements [Member]
Contract expected costs										$ 248		$ 130
Phase 2.1 [Member] \| Contract Research Agreements [Member]
Contract expected costs											$ 213
NIS [Member]
Monthly consultation fee \| ₪								₪ 40
Currency exchange rate, description							Exchange rate of NIS3.47 to the dollar	Exchange rate of NIS3.47 to the dollar
Israeli Innovation Authority [Member] \| 2013 Through March 31, 2020 [Member]
Total grants obtained														$ 1,500
Israeli Innovation Authority [Member] \| 2013 Through March 31, 2020 [Member] \| Minimum [Member]
Royalties payable as percentage of future sales														3.00%
Israeli Innovation Authority [Member] \| 2013 Through March 31, 2020 [Member] \| Maximum [Member]
Royalties payable as percentage of future sales														3.50%

Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands														1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 25, 2020	Feb. 25, 2020	Dec. 30, 2019	Dec. 27, 2019	Dec. 25, 2019	Oct. 23, 2019	Aug. 12, 2019	Jan. 23, 2019	Jan. 21, 2019	Jan. 15, 2019	Jan. 14, 2019	May 24, 2018	Apr. 10, 2018	Dec. 31, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Common stock, shares issued														7,185,628	7,103,260		7,185,628
Common stock, shares outstanding														7,185,628	7,103,260		7,185,628
Number of stock options granted															166,666		48,893
Weighted-average exercise price per share, granted															$ 9.64		$ 6.20
Stock-based employee compensation															$ 343	$ 315
Number of option exercised															965
Aggregate intrinsic value of outstanding options															$ 456	761
Aggregate intrinsic value of exercisable options															446	761
Share Incentive Plan [Member]
Unrecognized compensation costs, net of expected forfeitures															$ 2,267
Unrecognized compensation weighted average period															1 year 1 month 9 days
General and Administrative Expense [Member]
Stock-based employee compensation															$ 7	0
CardioSert Ltd [Member]
Number of common shares acquired												6,738	6,738
CardioSert Ltd [Member] \| Research and Development Expense [Member]
Acquisition price of assets												$ 74
Investors [Member] \| Securities Purchase Agreement [Member]
Number of common stock shares sold during the period			900,901	952,383	912,858			250,000		590,000	330,000
Common stock price per share			$ 11.10	$ 10.50	$ 10.50			$ 9.875		$ 10.00	$ 6.50
Warrant to purchase for common stock								250,000
Warrant price per share								$ .125
Proceeds from issuance and sale of stock			$ 10,000	$ 10,000	$ 9,585			$ 2,500		$ 5,900
Placement agent fee and expenses			$ 1,010	$ 1,010	$ 1,090			370		$ 720
Warrants value								$ 2,019
Warrants term								1 year
Underwriter [Member] \| Securities Purchase Agreement [Member]
Warrant to purchase for common stock			45,045	47,619	45,643			12,500		29,500	22,767
Warrant price per share			$ 13.875	$ 13.125	$ 13.125			$ 12.50		$ 12.50	$ 8.125
Warrants term			3 years 6 months	3 years 6 months	3 years 6 months			1 year		3 years 6 months	3 years 6 months
Proceeds from issuance of warrants			$ 343	$ 366	$ 371			$ 99		$ 221	$ 165
Board of Directors [Member]
Weighted-average exercise price per share, granted									$ 8.60
Stock option vested term									3 years
Board of Directors [Member]
Weighted-average exercise price per share, granted						$ 5.06
Stock option vested term						3 years
Board of Directors [Member] \| General and Administrative Expense [Member]
Stock-based employee compensation															7	24
Employees [Member]
Weighted-average exercise price per share, granted							$ 5.95
Stock option vested term							3 years
Employees [Member] \| General and Administrative Expense [Member]
Stock-based employee compensation															11	0
Mr. Harel Gadot [Member]
Number of stock options granted		166,666
Weighted-average exercise price per share, granted		$ 9.64
Stock option vested term		1 year
Mr. Harel Gadot [Member] \| General and Administrative Expense [Member]
Stock-based employee compensation															$ 144	$ 0
Pre-Funded Warrant [Member] \| Investors [Member] \| Securities Purchase Agreement [Member]
Warrant to purchase for common stock											125,323
Warrant price per share											$ 6.49
Proceeds from issuance and sale of stock											$ 3,000
Placement agent fee and expenses											$ 688
Common Stock [Member]
Number of option exercised															965
Shares of common stock																1,295,323
Common Stock [Member] \| Board of Directors [Member]
Number of stock options granted									11,630
Common Stock [Member] \| Board of Directors [Member]
Number of stock options granted						19,760
Common Stock [Member] \| Employees [Member]
Number of stock options granted							17,503
Common Stock [Member] \| Mr. Harel Gadot [Member]
Number of stock options granted	166,666
Before Reverse Split [Member] \| CardioSert Ltd [Member]
Number of common shares acquired												100,000	100,000
Warrant One [Member]
Warrant price per share														$ 10.00			$ 10.00
Warrant outstanding														125,000			125,000
Shares of common stock														61,677
Warrant Two [Member]
Warrant price per share														$ 10.00			$ 10.00
Warrant outstanding														125,000			125,000
Shares of common stock														50,143

Share Capital - Summary of Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Number of stock options outstanding, Outstanding at beginning of period	371,360	398,308
Number of stock options outstanding, Granted	166,666	48,893
Number of stock options outstanding, Excercise	(965)
Number of stock options outstanding, Forfeited		(28,690)
Number of stock options outstanding, Cancelled		(47,151)
Number of stock options outstanding, Outstanding at end of period	537,061	371,360
Number of stock options outstanding, Vested at end of period	285,742	270,827
Weighted average exercise price, Outstanding at beginning of period	$ 9.19	$ 11.50
Weighted average exercise price, Granted	9.64	6.20
Weighted average exercise price, Exercise
Weighted average exercise price, Forfeited
Weighted average exercise price, Cancelled
Weighted average exercise price, Outstanding at end of period	9.35	9.19
Weighted average exercise price, Vested at end of period	$ 8.70	$ 8.48

Share Capital - Schedule of Stock Options Outstanding (Details) - $ / shares

3 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2019

537,061

371,360

7 years 3 months 19 days

8 years 3 months 19 days

Exercise Price One [Member]

285,742

270,827

$ 4.20

77,846

5 years 9 months 18 days

6 years

Exercise Price Two [Member]

77,846

$ 15.75

133,546

7 years 6 months

7 years 9 months 18 days

Exercise Price Three [Member]

98,276

90,641

$ 8.60

11,630

9 years 8 months 12 days

9 years 10 months 25 days

Exercise Price Four [Member]

6,385

5,515

$ 9.00

10,000

8 years 6 months

8 years 9 months 18 days

Exercise Price Five [Member]

5,500

4,750

$ 9.64

166,666

1 year

0 years

Exercise Price Six [Member]

$ 5.95

17,503

9 years 6 months

9 years 8 months 12 days

Exercise Price Seven [Member]

4,375

$ 5.06

19,760

9 years 7 months 6 days

9 years 9 months 18 days

Exercise Price Eight [Member]

$ 15.30

38,533

7 years 9 months 18 days

8 years

Exercise Price Nine [Member]

31,783

29,533

^[1]

61,577

62,542

6 years 6 months

6 years 9 months 18 days