0001213900-22-009722 | 20-F | XBRL Viewer

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Loss	$ (42,601)	$ (36,869)	$ (6,905)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation of property and equipment	1,118	1,012	947
Remeasurement of warrants		11,373	(11,365)
Share-based compensation expenses	4,750	4,577	976
Changes in assets and liabilities:
Prepaid expenses and other current assets	123	(1,917)	69
Other long-term assets	(40)	(12)	11
Trade payables	2,221	(607)	449
Accrued expenses and other liabilities	2,043	847	(1,540)
Net cash used in operating activities	(32,386)	(21,596)	(17,358)
Cash flows from investing activities:
Short-term and long-term deposits, net	39,893	(39,592)	(22,685)
Pre-payments for equipment	(340)	(395)
Purchase of property and equipment	(2,653)	(781)	(879)
Net cash provided by (used in) investing activities	36,900	(40,768)	(23,564)
Cash flows from financing activities:
Proceeds from exercise of warrants	632	13
Proceeds from exercise of options	402	3	7
Proceeds from Issuance of Ordinary shares in connection with the IPO, net		62,757
Proceeds from issuance of convertible Preferred shares, net			37,646
Issuance of warrants		1
Net cash provided by financing activities	1,034	62,774	37,653
Increase (decrease) in cash, cash equivalents and restricted cash	5,548	410	(3,269)
Cash, cash equivalents and restricted cash at the beginning of the year	4,908	4,498	7,767
Cash, cash equivalents and restricted cash at the end of the year	10,456	4,908	4,498
Non-cash activities:
Property and equipment acquired by credit	941
Property and equipment paid for in prior periods	395
Issuance of E-1 warrants			$ 680

Consolidated Statements of Convertible Preferred Shares and Changes in Shareholders’ Equity (Deficit) (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Statement of Stockholders' Equity [Abstract]
Net of issuance costs	$ 6,243	$ 3,822

Commitments and Contingent Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments under operating leases

2022	$	1,548
2023		1,366
2024		521
2025		487
2026		487
Thereafter		243

	$	4,652

Shareholders' Equity (Details) - Schedule of share options at the grant date - Black-Scholes [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shareholders' Equity (Details) - Schedule of share options at the grant date [Line Items]
Dividend yield (%)	0.00%	0.00%	0.00%
Minimum [Member]
Shareholders' Equity (Details) - Schedule of share options at the grant date [Line Items]
Expected volatility (%)	72.97%	74.35%	69.80%
Risk-free interest rate (%)	0.62%	0.23%	2.26%
Expected term (in years)	5 years	5 years	6 years
Maximum [Member]
Shareholders' Equity (Details) - Schedule of share options at the grant date [Line Items]
Expected volatility (%)	78.69%	84.77%	76.14%
Risk-free interest rate (%)	1.32%	1.38%	3.13%
Expected term (in years)	6 years	6 years	7 years

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of ordinary share capital

December 31, 2021

December 31, 2020

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary shares with no par value

47,800,000

18,756,570

47,800,000

18,494,739

Schedule of status of options to employees

	Year Ended December 31, 2021
	Number of options			Weighted average exercise price		Aggregate intrinsic value		Weighted average remaining contractual life (years)

Outstanding at beginning of year		2,193,392		$	5.72	$	9,263		6.58
Granted		670,324			8.28
Exercised		(43,866	)		6.42		227
Forfeited and expired		(92,939	)		8.65

Outstanding at end of year		2,726,911		$	6.25	$	2,323		6.44

Exercisable options		1,642,217		$	5.27	$	2,323		4.68

Vested and expected to vest		2,726,911		$	6.25	$	2,323		6.44

Schedule of share options at the grant date

	2021		2020		2019

Dividend yield (%)		0		0		0
Expected volatility (%)		72.97-78.69		74.35-84.77		69.8-76.14
Risk-free interest rate (%)		0.62-1.32		0.23-1.38		2.26-3.13
Expected term (in years)		5-6		5-6		6-7

Schedule of equity-based awards recognized

	Year Ended December 31,
	2021		2020		2019

Research and development	$	2,203	$	1,806	$	180
Marketing and business development		317		140		90
General and administrative		2,230		2,631		706

Total share-based compensation expense	$	4,750	$	4,577	$	976

Schedule of outstanding options granted

Grant date	Options outstanding as of December 31, 2021		Average Exercise price per share ($)		Options exercisable as of December 31, 2021		Exercisable through

October 2013		5,719	$	5.06		5,719	October 2023
September 2014		5,719		5.06		5,719	September 2024
April 2016		5,975		3.10		5,975	April 2026
December 2016		7,170		3.93		7,170	December 2026
June 2017		197,722		4.10		177,346	June 2027
November 2017		17,925		7.70		17,925	November 2027
August 2019		71,700		8.18		70,199	August 2029
June 2020		64,530		6.62		32,112	June 2030
April 2021		62,741		9.57		31,367	April 2031
August 2021		15,000		8.13		-	August 2031
December 2021		10,000	$	6.80		-	December 2031

		464,201				353,532

Grant date	Warrants outstanding as of December 31, 2021		Average Exercise price per share ($)		Warrants exercisable as of December 31, 2021		Exercisable through

August 2019		200,596	$	15.95		200,596	August 2023
September 2020		17,925	$	16.00		17,925	September 2024

		218,521				218,521

Commitments and Contingent Liabilities (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Dec. 22, 2016	Sep. 30, 2017	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Bank guarantees			$ 240
Advance payments			78
Rental and lease expenses			1,238	$ 1,035	$ 1,027
Participation payments			$ 4,888
Commitments and Contingent liabilities, description			the Company is committed to pay royalties at a rate of 3% of sales of the developed products, up to 100% of the amount of grants received plus interest at LIBOR rate. Through December 31, 2021, no royalties have been paid or accrued.
Finder's fee	$ 250
Suit filling expense		$ 250

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	December 31,
	2021			2020
Cost:
Computers and software	$	577		$	449
Laboratory equipment		6,247			3,947
Furniture and office equipment		167			152
Leasehold improvements		6,024			4,478

		13,015			9,026
Accumulated depreciation		(4,254	)		(3,136	)

Depreciated cost	$	8,761		$	5,890

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Cost:
Property and equipment, gross	$ 13,015	$ 9,026
Accumulated depreciation	(4,254)	(3,136)
Depreciated cost	8,761	5,890
Computers and software [Member]
Cost:
Property and equipment, gross	577	449
Laboratory equipment [Member]
Cost:
Property and equipment, gross	6,247	3,947
Furniture and office equipment [Member]
Cost:
Property and equipment, gross	167	152
Leasehold improvements [Member]
Cost:
Property and equipment, gross	$ 6,024	$ 4,478

Significant Accounting Policies (Details) - Schedule of property and equipment useful life	12 Months Ended
	Dec. 31, 2021
Public Utility, Property, Plant and Equipment [Line Items]
Computers and software	33.00%
Furniture and office equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Furniture and office equipment	15.00%
Leasehold improvements [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Leasehold improvements	Over the shorter of the term of the lease or its useful life
Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Laboratory and manufacturing equipment	10.00%
Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Laboratory and manufacturing equipment	15.00%

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expenses And Other Receivables [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 3:-

PREPAID EXPENSES AND OTHER CURRENT ASSETS

	December 31,
	2021		2020

Prepaid expenses	$	1,453	$	1,888
Government authorities		596		283
Lease deposits		44		24
Other current assets		118		139

	$	2,211	$	2,334

Shareholders' Equity (Details) - USD ($) $ in Thousands	12 Months Ended
Shareholders' Equity (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Shareholders' Equity (Details) [Line Items]
Expected dividend yield	0.00%
Unrecognized compensation costs	$ 8,997
Recognized over weighted average period	2 years 6 months
Warrants, description	During the year ended December 31, 2021, 580,028 D-2 Warrants were exercised into 115,982 Ordinary shares on a cashless basis. In addition, 68,491 D-2 Warrants were exercised into 68,491 Ordinary shares for a total consideration of $632. As of December 31, 2021, no D-2 Warrants are outstanding.	During the year ended December 31, 2020, 2,106,879 D-2 Warrants were exercised into 885,377 Ordinary shares on a cashless basis. As of December 31, 2020, 648,519 D-2 Warrants were outstanding. In addition, 53,775 A Warrants were exercised into 53,775 Ordinary shares for a total consideration of $13.
Warrants outstanding	0
2012 Share Option Plan [Member]
Shareholders' Equity (Details) [Line Items]
Stock option vesting period	The options granted generally have a four-year vesting period and expire ten years after the date of grant.
Stock options available for future grants	378,231
Officers [Member] \| 2012 Share Option Plan [Member]
Shareholders' Equity (Details) [Line Items]
Share option plan grant	3,672,094

Consolidated Statements of Convertible Preferred Shares and Changes in Shareholders’ Equity (Deficit) - USD ($)
$ in Thousands

Convertible Preferred Shares

Number of Ordinary shares

Additional paid-in capital

Accumulated deficit

Total

Balance at Dec. 31, 2018

$ 69,347

$ 4,688

$ (86,398)

$ (81,710)

Balance (in Shares) at Dec. 31, 2018

9,454,433

561,225

Exercise of options

Exercise of options (in Shares)

1,523

Share-based compensation

976

Issuance of Series E-1 Preferred shares, net

^[1]

$ 36,966

Issuance of Series E-1 Preferred shares, net (in Shares)

^[1]

3,066,544

Loss

(6,905)

Balance at Dec. 31, 2019

$ 106,313

5,671

(93,303)

(87,632)

Balance (in Shares) at Dec. 31, 2019

12,520,977

562,748

Exercise of options

Exercise of options (in Shares)

395

Share-based compensation

4,577

Issuance of Ordinary shares in connection with the IPO, net

^[2]

62,757

Issuance of Ordinary shares in connection with the IPO, net (in Shares)

^[2]

4,312,500

Conversion of convertible Preferred shares to Ordinary shares

$ (106,313)

106,313

Conversion of convertible Preferred shares to Ordinary shares (in Shares)

(12,520,977)

12,520,977

Deemed dividend related to Series E-1 Preferred shares (see Note 9c)

2,114

(2,114)

Deemed dividend related to Series E-1 Preferred shares (see Note 9c) (in Shares)

158,967

Reclassification of warrants into equity

23,614

Exercise of warrants

Exercise of warrants (in Shares)

939,152

Issuance of warrants

Loss

(36,869)

Balance at Dec. 31, 2020

205,063

(132,286)

72,777

Balance (in Shares) at Dec. 31, 2020

18,494,739

Exercise of options

402

Exercise of options (in Shares)

77,358

Share-based compensation

4,750

Exercise of warrants

632

Exercise of warrants (in Shares)

184,473

Loss

(42,601)

Balance at Dec. 31, 2021

$ 210,847

$ (174,887)

$ 35,960

Balance (in Shares) at Dec. 31, 2021

18,756,570

[1]	Net of issuance costs of $3,822 in cash and warrants.
[2]	Net of issuance costs of $6,243 (see Note 1c).

Significant Accounting Policies (Details) - Schedule of restrictions on cash and cash equivalents - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of restrictions on cash and cash equivalents [Abstract]
Cash and cash equivalents	$ 9,819	$ 4,319
Restricted cash	397	390
Restricted cash in other long-term assets	240	199
Cash, cash equivalents, and restricted cash, as reported in the statements of cash flows	$ 10,456	$ 4,908

Basic and Diluted Loss Per Share (Details) - Schedule of diluted loss per share attributable to ordinary shareholders - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Ordinary shares
Ordinary share options	1,995,749	1,583,210	1,313,359
Warrants	218,521	867,040	3,009,769
Preferred shares			12,520,977
Total	2,214,270	2,450,250	16,844,105

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of change in the fair value of the preferred share warrants liability

	December 31,
	2021		2020

Beginning of year	$	-	$	12,241
Issuance of warrants		-		-
Change in fair value		-		11,373
Reclassification of Warrants into equity		-		(23,614	)

End of period	$	-	$	-

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Prepaid Expenses And Other Receivables [Abstract]

Schedule of prepaid expenses and other current assets

	December 31,
	2021		2020

Prepaid expenses	$	1,453	$	1,888
Government authorities		596		283
Lease deposits		44		24
Other current assets		118		139

	$	2,211	$	2,334

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes (Details) [Line Items]
Accumulated losses (in Dollars)	$ 136,000
Statutory tax rate	23.00%
Effective tax rate		0.00%
Israel [Member]
Income Taxes (Details) [Line Items]
State corporate tax rate	23.00%	23.00%	23.00%
United States [Member]
Income Taxes (Details) [Line Items]
Federal tax	21.00%
Minimum [Member] \| United States [Member]
Income Taxes (Details) [Line Items]
State corporate tax rate		6.50%
Maximum [Member] \| United States [Member]
Income Taxes (Details) [Line Items]
State corporate tax rate			11.50%

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 1,118	$ 1,012	$ 947

Basic and Diluted Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

BASIC AND DILUTED LOSS PER SHARE

NOTE 12:-

BASIC AND DILUTED LOSS PER SHARE

The following table sets forth the computation of the Company’s basic and diluted loss per Ordinary share:

	Year Ended December 31,
	2021		2020		2019

Numerator:
Allocation of loss	$	42,601	$	36,869	$	6,905
Preferred share preference		-		3,933		6,422
Deemed dividend		-		2,114		-

Allocation of loss attributable to Ordinary shareholders	$	42,601	$	42,916	$	13,327

Denominator:
Weighted average Ordinary shares outstanding		18,721,528		9,582,405		562,451

Basic and diluted loss per share	$	2.28	$	4.48	$	23.69

The potential ordinary shares that were excluded from the computation of diluted loss per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows:

	December 31,
	2021		2020		2019
	Number of Ordinary shares

Ordinary share options		1,995,749		1,583,210		1,313,359
Warrants		218,521		867,040		3,009,769
Preferred shares		-		-		12,520,977

		2,214,270		2,450,250		16,844,105

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”)

Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures in the accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the fair value of financial assets and liabilities, the useful lives of property and equipment and the determination of the fair value of the Company’s share-based compensation. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

The duration, scope and effects of the ongoing COVID-19 pandemic, government and other third-party responses to it, and the related macroeconomic effects, including to the Company’s business and the business of the Company’s suppliers are uncertain, rapidly changing and difficult to predict. As a result, the Company’s accounting estimates and assumptions may change over time in response to this evolving situation.

The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2021.

Consolidated financial statements in United States of America dollars:

The accompanying consolidated financial statements have been prepared in United States of America dollars (“USD”, “$” or “U.S. dollars”).

A substantial portion of the Company’s expenses are incurred in New Israeli Shekels (“NIS”). However, the Company finances its operations mainly in U.S. dollars, a substantial portion of its expenses are incurred in U.S. dollars and potential revenues from its primary markets are anticipated to be generated in U.S. dollars. As such, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and its subsidiaries operate. Thus, the functional and reporting currency of the Company is the U.S. dollar.

Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the dollar are re-measured into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters”. All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances have been eliminated upon consolidation.

Cash equivalents:

Cash equivalents are short-term, highly liquid investments that are readily convertible into cash with an original maturity of three months or less, at the date acquired.

Restricted cash:

Restricted cash is primarily invested in certificates of deposit and is used as security for the Company’s lease commitments and hedging activities. The following table provides a reconciliation of the cash and cash equivalents balances reported on the balance sheets and the cash, cash equivalents and restricted cash balances reported in the statements of cash flows:

	December 31,
	2021		2020

Cash and cash equivalents	$	9,819	$	4,319
Restricted cash		397		390
Restricted cash in other long-term assets		240		199

Cash, cash equivalents, and restricted cash, as reported in the statements of cash flows	$	10,456	$	4,908

Segment reporting:

The Company identifies operating segments in accordance with ASC No. 280, “Segment Reporting”, as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and evaluating financial performance. The Company’s chief operating decision maker is its chief executive officer. The Company determined it operates in one operating segment.

Short-term deposits:

A Short-term bank deposit is a deposit with a maturity of more than three months, but less than one year. Deposits in U.S. dollars bear interest at rates ranging from 1.1%-1.25%, per annum, as of December 31, 2021. Short-term deposits are presented at cost, which approximates market value due to their short maturities.

Long-term deposits:

A Long-term bank deposit is a deposit with a maturity of more than one year. As of December 31, 2021, the Company has no long-term deposits.

Property and equipment, net:

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates:

	%
Computers and software		33
Laboratory equipment		10 - 15
Furniture and office equipment		15
Leasehold improvements		Over the shorter of the term of the lease or its useful life

Down payments for property and equipment are recorded at cost and included in other long-term assets in the accompanying consolidated balance sheet. Once the corresponding property and equipment item has been received, it will be reclassified to property and equipment and depreciated.

Impairment of long-lived assets:

The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. As of December 31, 2021 and 2020, no impairment losses have been identified.

Research and development, net expenses:

Research and development expenses consist of personnel costs (including salaries, benefits and share-based compensation), materials, consulting fees and payments to subcontractors, chemical, manufacturing and control activities, costs associated with obtaining regulatory approvals, executing pre-clinical and clinical studies and maintenance and prosecution of the Company’s intellectual property rights. In addition, research and development expenses include overhead allocations consisting of various administrative and facilities related costs. The Company charges research and development expenses as expenses when incurred and are presented net of government grants (see Note 2.l).

Grants and participations:

Royalty-bearing grants from the Israeli Innovation Authority (“IIA”) of the Ministry of Economy and Industry in Israel for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred, and are presented as a deduction from research and development expenses. Non-royalty-bearing grants from the IIA MAGNET program and from European Commission’s Seventh Framework Programme for Research (“FP7”) for funding approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred, and are presented as a deduction from research and development expenses.

Since the payment of royalties is not probable when the grants are received, the Company does not record a liability for amounts received from IIA until the related revenues are recognized. In the event of failure of a project that was partly financed by IIA, the Company will not be obligated to pay any royalties or repay the amounts received.

The Company recognizes participations in research and development, as a reduction from research and development expenses in the amount of $542 for the year ended December 31, 2021 (no grants were received for the years ended December 31, 2020 and 2019).

From inception up until December 31, 2021, the Company received a total of $6,672 in grants, out of which royalty-bearing grants in the amount of $4,888 from the IIA, non-royalty bearing grants in the amount of $1,057 from the IIA (out of which $504 were received during the year ended December 31, 2021) and non-royalty bearing grants in the amount of $727 from the FP7.

Accounting for share-based compensation:

Share-based compensation expense related to share-based awards is recognized based on the fair value of the awards granted and recognized as an expense on a straight-line basis over the requisite service period for share options. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected term of the award, the expected volatility of the price of the Company’s Ordinary shares, risk-free interest rates, and the expected dividend yield of Ordinary shares. The assumptions used to determine the fair value of the share awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Forfeitures are accounted for as they occur instead of estimating the number of awards expected to be forfeited.

Basic and diluted loss per share:

The Company computes loss per share using the two-class method required for participating securities. The two-class method requires income available to Ordinary shareholders for the period to be allocated between Ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its convertible preferred shares to be participating securities as the holders of the convertible preferred shares would be entitled to dividends that would be distributed to the holders of Ordinary shares, on a pro-rata basis, on an as-converted basis. These participating securities did not contractually require the holders of such shares to participate in the Company’s losses. As such, during the periods when the Company is in a loss position, the loss attributable to Ordinary shareholders was not allocated to the convertible preferred shares under the two-class method as these securities did not have a contractual obligation to share in the Company’s losses.

The Company’s basic loss per share is calculated by dividing the loss attributable to Ordinary shareholders by the weighted-average number of shares of Ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted loss per share is the same as basic loss per share in periods when the effects of potentially dilutive shares of Ordinary shares are anti-dilutive.

Convertible preferred shares and convertible preferred shares warrant liability:

The terms of the convertible preferred A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 shares allowed the holders to redeem shares, under certain circumstances, outside of the Company’s control. Therefore, these shares were classified as mezzanine equity on the balance sheet and not included as a component of shareholders’ deficit before the IPO. The carrying value of the convertible preferred shares is equal to cost.

The Company has not adjusted the carrying value to redemption value since it is not probable that the convertible preferred shares will be redeemed.

Please refer to Note 9.a for more information.

Warrants to purchase the Company’s convertible preferred shares were classified as a liability on the balance sheet, and measured at fair value, as the underlying shares are contingently redeemable (upon a deemed liquidation event) and, therefore, may obligate the Company to transfer assets at some point in the future. The warrants were subject to re-measurement to fair value at each balance sheet date and any change in fair value was recognized as a component of financial expenses, net, in the statements of operation. Following the Company’s IPO, the warrants can only be exercised into the Company’s ordinary equity shares. Consequently, as of the IPO date, the Company reclassified the warrants as equity since the warrants are not an ASC No. 480 “Distinguishing Liabilities from Equity” (“ASC 480”) liability, are indexed to the Company’s own stock and can be classified as equity pursuant to ASC No. 815-40 “Derivatives and Hedging” (“ASC 815”).

Fair value of financial instruments:

The Company applies ASC No. 820, “Fair Value Measurements and Disclosures” (“ASC 820”), pursuant to which fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.

Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Fair value is an exit price, representing the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 -

Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 -

Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying amounts of cash and cash equivalents, restricted cash, short-term deposits, long-term deposits, prepaid expenses and other current assets, trade payables, accrued expenses and other current and non-current liabilities approximate their fair value due to the short-term maturity of such instruments.

Derivative financial instruments:

The Company accounts for derivatives and hedging based on ASC 815, as amended and related interpretations. ASC 815 requires the Company to recognize all derivatives on the balance sheet at fair value. If a derivative meets the definition of a hedge and is so designated, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings (for fair value hedge transactions) or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings (for cash flow hedge transactions).

The ineffective portion of a derivative’s change in fair value is recognized in earnings. If a derivative does not meet the definition of a hedge, the changes in the fair value are included in earnings. Cash flows related to such hedges are classified as operating activities. The Company enters into option and forward contracts in order to limit the exposure to exchange rate fluctuation associated with expenses mainly incurred in NIS. Since the derivative instruments that the Company holds do not meet the definition of hedging instruments under ASC 815, any gain or loss derived from such instruments is recognized immediately as “financial (income) expense, net”.

The Company measured the fair value of the contracts in accordance with ASC 820. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. As of December 31, 2021 and 2020, the fair value of the options and forward contracts was $28 and $62, respectively, which were presented as prepaid expenses and other current assets. Financial income (loss) for the years ended December 31, 2021, 2020 and 2019, amounted to $58, $81 and $(10), respectively.

Income taxes:

The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance to reduce deferred tax assets to their estimated realizable value, if needed.

ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2021 and 2020, no liability for unrecognized tax benefits was recorded as a result of ASC 740.

The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits in its taxes on income.

Concentration of credit risks:

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents.

Cash, cash equivalents, restricted cash and short-term deposits are deposited in major banks in Israel and in the United States of America. Such investments may be in excess of insured limits or not insured. Generally, cash and cash equivalents may be redeemed upon demand and, therefore, bear minimal risk.

The Company utilizes option and forward contracts to protect against the risk of overall changes in exchange rates. The derivative instruments hedge a portion of the Company’s non-dollar currency exposure. Counterparties to the Company’s derivative instruments are all major financial institutions.

Severance pay:

All the Company’s employees who are Israeli citizens have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to Section 14, employees covered by this section are entitled to monthly deposits at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company’s consolidated balance sheets. Severance pay expense for the years ended December 31, 2021, 2020 and 2019, amounted to $547, $394 and $346, respectively.

The US Subsidiary has a Safe Harbor 401(k) plan covering all the US Subsidiary employees. All eligible employees may elect to contribute up to 100% of their payroll compensation to the plan, for 2021 and 2020, up to a maximum of $19.5 per year (for employees over 50 years of age the maximum contribution is $26 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service (“IRS”) limits. The US Subsidiary matches at 100%, on each payroll, up to 5% of the employee compensation to the plan within the IRS limitations (considering the maximum annual compensation of $285 in 2020 and $290 in 2021). During the years ended December 31, 2021, and 2020, the Company recorded expenses for matching contributions in amounts of $28 and $16, respectively.

Contingent liabilities:

The Company accounts for its contingent liabilities in accordance with ASC No. 450, “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The Company is occasionally a party to routine claims or litigation incidental to its business. The Company does not believe that it is a party to any pending legal proceeding that is likely to have a material adverse effect on its business, financial condition or results of operations. The Company recorded an accrual in the consolidated statement of operations, which it deems appropriate.

As of December 31, 2021 and 2020, no liability due to legal matters has been accrued.

Recently adopted Accounting Pronouncements:

As an “Emerging Growth Company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.

No accounting pronouncements were adopted during the year ended December 31, 2021.

Recently Issued Accounting Pronouncements:

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which would require lessees to recognize assets and liabilities on the balance sheet for most leases, whether operating or financing, while continuing to recognize the expenses on their income statements in a manner similar to current practice. Under this guidance, the Company would also be required to provide enhanced disclosures. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The guidance will be effective for the Company beginning January 1, 2022, and interim periods in fiscal years beginning January 1, 2023.

A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The standard provides a number of optional practical expedients in transition. The Company elected to use the effective date as the date of initial application and to adopt the ‘package of practical expedients’, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs.

The Company expects adoption of the standard to have a material impact on its consolidated balance sheets which will result in the recognition of right-to-use (“ROU”) assets and lease liabilities of approximately $3,388 at January 1, 2022. The most significant impact from recognition of ROU assets and lease liabilities relates to office premises.

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (ASU 2019-12), which simplifies the accounting for income taxes. The guidance is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. The Company has adopted ASU 2019-12 as of January 1, 2022. The impact of adoption of this standard on the Company’s consolidated financial statements was immaterial.

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of the standard did not result in a material impact to the Company’s consolidated financial statements.

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of accured expenses and other current liabilities

	December 31,
	2021		2020

Employees and payroll accruals	$	1,879	$	971
Accrued expenses		1,787		681
IIA deferred grants		269		241
Other liabilities		5		10

	$	3,940	$	1,903

Financial (Income) Expenses, Net (Details) - Schedule of financial (income) expenses, net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial expenses:
Other financial expenses	$ 26	$ 17	$ 15
Remeasurement of warrants		11,373
Total financial expenses	26	11,390	15
Financial income:
Interest from Bank deposits	(468)	(474)	(60)
Other financial income	(58)	(76)
Foreign currency transaction gains, net	(44)	(243)	(245)
Remeasurement of warrants			(11,365)
Total financial income	(570)	(793)	(11,670)
Total Financial (income) expense, net	$ (544)	$ 10,597	$ (11,655)

Basic and Diluted Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of basic and diluted loss per ordinary share

	Year Ended December 31,
	2021		2020		2019

Numerator:
Allocation of loss	$	42,601	$	36,869	$	6,905
Preferred share preference		-		3,933		6,422
Deemed dividend		-		2,114		-

Allocation of loss attributable to Ordinary shareholders	$	42,601	$	42,916	$	13,327

Denominator:
Weighted average Ordinary shares outstanding		18,721,528		9,582,405		562,451

Basic and diluted loss per share	$	2.28	$	4.48	$	23.69

Schedule of diluted loss per share attributable to ordinary shareholders

	December 31,
	2021		2020		2019
	Number of Ordinary shares

Ordinary share options		1,995,749		1,583,210		1,313,359
Warrants		218,521		867,040		3,009,769
Preferred shares		-		-		12,520,977

		2,214,270		2,450,250		16,844,105

Shareholders' Equity (Details) - Schedule of status of options to employees - Share Option Plan [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Shareholders' Equity (Details) - Schedule of status of options to employees [Line Items]
Number of Options, Beginning balance (in Shares) \| shares	2,193,392
Weighted average exercise price, Beginning balance	$ 5.72
Aggregate intrinsic value, Beginning balance (in Dollars) \| $	$ 9,263
Weighted average remaining contractual life (years), Beginning Outstanding	6 years 6 months 29 days
Number of Options, Granted (in Shares) \| shares	670,324
Weighted average exercise price, Granted	$ 8.28
Number of Options, Exercised (in Shares) \| shares	(43,866)
Weighted average exercise price, Exercised	$ 6.42
Aggregate intrinsic value, Exercised	$ 227
Number of Options, Forfeited and cancelled (in Shares) \| shares	(92,939)
Weighted average exercise price, Forfeited and cancelled	$ 8.65
Number of Options, Ending balance (in Shares) \| shares	2,726,911
Weighted average exercise price, Ending balance	$ 6.25
Aggregate intrinsic value, Ending balance (in Dollars) \| $	$ 2,323
Weighted average remaining contractual life (years), Ending Outstanding	6 years 5 months 8 days
Number of Options, Exercisable options (in Shares) \| shares	1,642,217
Weighted average exercise price, Exercisable options	$ 5.27
Aggregate intrinsic value, Exercisable options (in Dollars) \| $	$ 2,323
Weighted average remaining contractual life (years), Exercisable options	4 years 8 months 4 days
Number of Options, Vested and expected to vest (in Shares) \| shares	2,726,911
Weighted average exercise price, Vested and expected to vest	$ 6.25
Aggregate intrinsic value, Vested and expected to vest (in Dollars) \| $	$ 2,323
Weighted average remaining contractual life (years), Vested and expected to vest	6 years 5 months 8 days

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 7:-

FAIR VALUE MEASUREMENTS

Financial instruments measured at fair value on a recurring basis include warrants to convertible preferred shares (see Note 9). Prior to the Company’s IPO, the warrants were exercisable into the Company’s preferred shares and were classified as liability pursuant to ASC 480, measured at fair value through earnings. The fair value of the warrants was classified as level 3 in the fair value hierarchy since some of the inputs used in the valuation (the share price) were determined based on management’s assumptions. To calculate the fair value of the warrants, the Company first calculated the underlying preferred share value by using the income approach and the market approach. Then the equity value was allocated by using the hybrid model method utilizing two scenarios of option pricing model and IPO. Once the preferred shares value was derived from the two scenarios, the Black-Scholes model was utilized to calculate the warrants’ value in each one of the scenarios. 50% probability for each one of the scenarios was applied to derive the weighted average fair value of the warrants.

According to the liquidation scenario, the underlying share price was between $13.25 - $13.40 for the Convertible Preferred E-1 shares. The following assumptions were used to estimate the value of the series E-1 Preferred share warrants as of December 31, 2019 (exercise price of $15.95): expected volatility of 69.11%, risk free interest rates of 1.82%, dividend yield of 0%, and expected term of 2.25 years. Under the IPO scenario, the underlying share price was $12.18 for the Convertible Preferred E-1 shares. The following assumptions were used to estimate the value of the series E-1 Preferred share warrants as of December 31, 2019 (exercise price of $15.95): expected volatility of 64.03%, risk free interest rates of 1.87%, dividend yield of 0%, and expected term of 0.42 years. Accordingly, the fair value of the series E-1 Preferred share warrants as of December 31, 2019, was $563.

According to the liquidation scenario, the underlying share price was $10.29 for the Convertible Preferred D-2 shares. The following assumptions were used to estimate the value of the series D-2 Preferred share warrants as of December 31, 2019 (exercise price of $9.24): expected volatility of 69.11%, risk free interest rates of 1.82%, dividend yield of 0% and expected term of 2.25 years. Under the IPO scenario, the underlying share price was $12.18 for the Convertible Preferred D-2 shares. The following assumptions were used to estimate the value of the series D-2 Preferred share warrants as of December 31, 2019 (exercise price of $9.24): expected volatility of 64.03%, risk free interest rates of 1.87%, dividend yield of 0%, and expected term of 0.42 years. Accordingly, the fair value of the series D-2 Preferred share warrants as of December 31, 2019, was $11,275.

According to the liquidation scenario, the underlying share price was $4.35 for the Convertible Preferred A shares. The following assumptions were used to estimate the value of the Series A Preferred share warrants as of December 31, 2019 (exercise price of NIS 0.84 ($0.24)): expected volatility of 69.11%, risk free interest rates of 1.82%, dividend yield of 0% and expected term of 2.25 years. Under the IPO scenario, the underlying share price was $12.18 for the Convertible Preferred A shares. The following assumptions were used to estimate the value of the Series A Preferred share warrants as of December 31, 2019 (exercise price of NIS 0.84 ($0.24)): expected volatility of 64.03%, risk free interest rates of 1.87%, dividend yield of 0%, and expected term of 0.42 years. Accordingly, the fair value of the Series A Preferred share warrants as of December 31, 2019, was $403.

According to the IPO scenario, the underlying share price was $16 for the series E-1 Preferred shares. The following assumptions were used to estimate the value of the series E-1 Preferred share warrants as of June 30, 2020: exercise price of $15.95, expected volatility of 78.07%, risk free interest rates of 0.76%, dividend yield of 0%, and expected term of 4.17 years. Accordingly, the fair value of the series E-1 Preferred share warrants as of June 30, 2020, was $1,868.

According to the IPO scenario, the underlying share price was $16 for the series D-2 Preferred shares. The following assumptions were used to estimate the value of the series D-2 Preferred share warrants as of June 30, 2020: exercise price of $9.24, expected volatility of 82.48%, risk free interest rates of 0.46%, dividend yield of 0%, and expected term of 0.6 years. Accordingly, the fair value of the series D-2 Preferred share warrants as of June 30, 2020, was $20,930. As of June 30, 2020, as part of the IPO 1,123,570 Warrants have been exercised on a cashless basis into 475,049 Ordinary shares.

According to the IPO scenario, the underlying share price was $16 for the series A Preferred share. The following assumptions were used to estimate the value of the Series A Preferred share warrants as of June 30, 2020: exercise price of 0.84 NIS ($0.23) and dividend yield of 0%. Accordingly, the fair value of the Series A Preferred share warrants as of June 30, 2020, was $816. As of June 30, 2020, as part of the IPO, 53,775 Warrants have been exercised into 53,775 Ordinary shares.

On June 30, 2020, as a result of the IPO, the warrants liability has been reclassified as equity pursuant to ASC 480 and ASC 815-40.

The change in the fair value of the Preferred shares warrant liability is summarized below:

	December 31,
	2021		2020

Beginning of year	$	-	$	12,241
Issuance of warrants		-		-
Change in fair value		-		11,373
Reclassification of Warrants into equity		-		(23,614	)

End of period	$	-	$	-

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 10:-

SHAREHOLDERS’ EQUITY (DEFICIT)

Reverse Share Split:

On June 21, 2020, the Company’s Board of Directors resolved to consolidate the Company’s share capital by applying an additional reverse share split and cancelling the shares’ par value (See Note 1.b).

Following the reverse share split and the cancellation of the par value, all Ordinary shares, Convertible Preferred shares, options, convertible loans, warrants, exercise prices and per share data have been adjusted retroactively for all periods presented in these consolidated financial statements.

Ordinary share capital is composed as follows:

December 31, 2021

December 31, 2020

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary shares with no par value

47,800,000

18,756,570

47,800,000

18,494,739

Ordinary shares rights:

The Ordinary shares confer upon their holders the right to participate in the general meetings of the Company, to vote at such meetings (each share represents one vote), and to participate in any distribution of dividends or any other distribution of the Company’s property, including the distribution of surplus assets upon liquidation.

Share option plan:

The Company has authorized through its 2012 Share Option Plan, the grant of options to officers, directors, advisors, management and other key employees of up to 3,672,094 Ordinary shares. The options granted generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the Company’s option plan that are canceled or forfeited before expiration become available for future grant.

As of December 31, 2021, 378,231 of the Company’s options were available for future grants.

A summary of the status of options to employees under the Company’s option plan as of December 31, 2021 and 2020, and changes during the relevant period ended on that date is presented below:

	Year Ended December 31, 2021
	Number of options			Weighted average exercise price		Aggregate intrinsic value		Weighted average remaining contractual life (years)

Outstanding at beginning of year		2,193,392		$	5.72	$	9,263		6.58
Granted		670,324			8.28
Exercised		(43,866	)		6.42		227
Forfeited and expired		(92,939	)		8.65

Outstanding at end of year		2,726,911		$	6.25	$	2,323		6.44

Exercisable options		1,642,217		$	5.27	$	2,323		4.68

Vested and expected to vest		2,726,911		$	6.25	$	2,323		6.44

The Black-Scholes assumptions used to value the employee share options at the grant dates are presented in the following table by years:

	2021		2020		2019

Dividend yield (%)		0		0		0
Expected volatility (%)		72.97-78.69		74.35-84.77		69.8-76.14
Risk-free interest rate (%)		0.62-1.32		0.23-1.38		2.26-3.13
Expected term (in years)		5-6		5-6		6-7

These assumptions and estimates were determined as follows:

Fair Value of Ordinary Shares - Prior to the IPO, the fair value was determined by the Company’s board of directors, with input from management and valuation reports prepared by third-party valuation specialists. After the IPO, the fair value of each Ordinary share was based on the closing price of the Company’s publicly traded Ordinary shares as reported on the date of the grant.

	o	Dividend Yield - The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used.

	o	Expected Volatility - As the Company has a short trading history for its Ordinary shares, the expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.

Risk-Free Interest Rate - The risk-free rate for the expected term of the options is based on the Black-Scholes option pricing model on the yields of United States of America Treasury securities with maturities appropriate for the expected term of employee share option awards.

Expected term - The expected term represents the period that options are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.

The total share-based compensation expense recognized by the Company’s departments for the three years ended December 31, 2021, 2020 and 2019, was comprised as follows:

	Year Ended December 31,
	2021		2020		2019

Research and development	$	2,203	$	1,806	$	180
Marketing and business development		317		140		90
General and administrative		2,230		2,631		706

Total share-based compensation expense	$	4,750	$	4,577	$	976

As of December 31, 2021, there were unrecognized compensation costs of $8,997, which are expected to be recognized over a weighted average period of approximately 2.5 years.

Options issued to non-employees (including Directors and consultants):

Outstanding options granted to non-employees as of December 31, 2021, were as follows:

Grant date	Options outstanding as of December 31, 2021		Average Exercise price per share ($)		Options exercisable as of December 31, 2021		Exercisable through

October 2013		5,719	$	5.06		5,719	October 2023
September 2014		5,719		5.06		5,719	September 2024
April 2016		5,975		3.10		5,975	April 2026
December 2016		7,170		3.93		7,170	December 2026
June 2017		197,722		4.10		177,346	June 2027
November 2017		17,925		7.70		17,925	November 2027
August 2019		71,700		8.18		70,199	August 2029
June 2020		64,530		6.62		32,112	June 2030
April 2021		62,741		9.57		31,367	April 2031
August 2021		15,000		8.13		-	August 2031
December 2021		10,000	$	6.80		-	December 2031

		464,201				353,532

Warrants:

During the year ended December 31, 2020, 2,106,879 D-2 Warrants were exercised into 885,377 Ordinary shares on a cashless basis. As of December 31, 2020, 648,519 D-2 Warrants were outstanding. In addition, 53,775 A Warrants were exercised into 53,775 Ordinary shares for a total consideration of $13. As of December 31, 2021, no A Warrants were outstanding.

During the year ended December 31, 2021, 580,028 D-2 Warrants were exercised into 115,982 Ordinary shares on a cashless basis. In addition, 68,491 D-2 Warrants were exercised into 68,491 Ordinary shares for a total consideration of $632. As of December 31, 2021, no D-2 Warrants are outstanding.

Since the IPO and as of December 31, 2021, all warrants are exercisable into Ordinary shares, in which the Outstanding issued warrants to Ordinary shares as of December 31, 2021, were as follows:

Grant date	Warrants outstanding as of December 31, 2021		Average Exercise price per share ($)		Warrants exercisable as of December 31, 2021		Exercisable through

August 2019		200,596	$	15.95		200,596	August 2023
September 2020		17,925	$	16.00		17,925	September 2024

		218,521				218,521

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets

	December 31,
	2021			2020

Carryforward losses	$	31,289		$	22,168
Research and development expenses		5,203			3,644
Issuance costs		479			957
Reserves and allowances		239			190

Deferred tax assets before valuation allowance		37,210			26,959
Less - valuation allowance		(37,210	)		(26,959	)

Net deferred tax assets	$	-		$	-

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 5:-

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	December 31,
	2021		2020

Employees and payroll accruals	$	1,879	$	971
Accrued expenses		1,787		681
IIA deferred grants		269		241
Other liabilities		5		10

	$	3,940	$	1,903

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 6:-

COMMITMENTS AND CONTINGENT LIABILITIES

The Company’s facilities are leased under operating lease agreements for periods ending no later than 2027. The Company has bank guarantees in connection with the facilities lease agreements in the total amount of $240. Accordingly, cash, in the same amount, was restricted in bank deposits. The Company also leases motor vehicles under various operating leases, the latest of which expires in 2024.

Future minimum lease payments under operating leases as of December 31, 2021, are as follows:

2022	$	1,548
2023		1,366
2024		521
2025		487
2026		487
Thereafter		243

	$	4,652

As of December 31, 2021, the Company made advance payments on account of car leases in the amount of $78.

Lease expenses for the years ended December 31, 2021, 2020 and 2019, were $1,238, $1,035 and $1,027, respectively.

In connection with its research and development programs, through December 31, 2021, the Company received participation payments from the IIA in the aggregate amount of $4,888. In return for IIA’s participation, the Company is committed to pay royalties at a rate of 3% of sales of the developed products, up to 100% of the amount of grants received plus interest at LIBOR rate. Through December 31, 2021, no royalties have been paid or accrued.

On December 22, 2016, the Company received a written demand for a finder’s fee in an amount of $250, in connection with the second financing round that occurred in 2016. In September 2017, a suit was filed against the Company in the Tel-Aviv Magistrates Court in an amount of $250. On April 30, 2020, the Company received the court ruling, which ruled in favor of the Company, discharging the entire claim, and accordingly reversed the related provision.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 9,819	$ 4,319
Restricted cash	397	390
Short-term deposits	22,384	40,157
Prepaid expenses and other current assets	2,211	2,334
Total current assets	34,811	47,200
LONG-TERM ASSETS:
Property and equipment, net	8,761	5,890
Long-term deposits		22,120
Other long-term assets	663	637
Total long-term assets	9,424	28,647
Total assets	44,235	75,847
CURRENT LIABILITIES:
Trade payables	4,136	974
Accrued expenses and other current liabilities	3,940	1,903
Total current liabilities	8,076	2,877
LONG-TERM LIABILITIES:
Other liabilities	199	193
Total long-term liabilities	199	193
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS’ EQUITY:
Ordinary shares with no par value - Authorized: 47,800,000 shares at December 31, 2021 and 2020; Issued and outstanding: 18,756,570 and 18,494,739 shares at December 31, 2021 and 2020, respectively
Additional paid-in capital	210,847	205,063
Accumulated deficit	(174,887)	(132,286)
Total shareholders’ equity	35,960	72,777
Total liabilities and shareholders’ equity	$ 44,235	$ 75,847

Shareholders' Equity (Details) - Schedule of outstanding options granted	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	464,201
Options exercisable	353,532
Warrant [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	218,521
Options exercisable	218,521
October 2013 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	5,719
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 5.06
Options exercisable	5,719
Exercisable	October 2023
September 2014 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	5,719
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 5.06
Options exercisable	5,719
Exercisable	September 2024
April 2016 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	5,975
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 3.1
Options exercisable	5,975
Exercisable	April 2026
December 2016 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	7,170
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 3.93
Options exercisable	7,170
Exercisable	December 2026
June 2017 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	197,722
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 4.1
Options exercisable	177,346
Exercisable	June 2027
November 2017 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	17,925
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 7.7
Options exercisable	17,925
Exercisable	November 2027
August 2019 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	71,700
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 8.18
Options exercisable	70,199
Exercisable	August 2029
August 2019 [Member] \| Warrant [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	200,596
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 15.95
Options exercisable	200,596
Exercisable	August 2023
June 2020 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	64,530
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 6.62
Options exercisable	32,112
Exercisable	June 2030
April 2021 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	62,741
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 9.57
Options exercisable	31,367
Exercisable	April 2031
August 2021 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	15,000
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 8.13
Options exercisable
Exercisable	August 2031
December 2021 [Member] \| Option [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	10,000
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 6.8
Options exercisable
Exercisable	December 2031
September 2020 [Member] \| Warrant [Member]
Shareholders' Equity (Details) - Schedule of outstanding options granted [Line Items]
Options outstanding	17,925
Average Exercise price per share (in Dollars per share) \| $ / shares	$ 16
Options exercisable	17,925
Exercisable	September 2024

Basic and Diluted Loss Per Share (Details) - Schedule of basic and diluted loss per ordinary share - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Allocation of loss	$ 42,601	$ 36,869	$ 6,905
Preferred share preference		3,933	6,422
Deemed dividend		2,114
Allocation of loss attributable to Ordinary shareholders	$ 42,601	$ 42,916	$ 13,327
Denominator:
Weighted average Ordinary shares outstanding (in Shares)	18,721,528	9,582,405	562,451
Basic and diluted loss per share (in Dollars per share)	$ 2.28	$ 4.48	$ 23.69

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Ordinary shares, par value (in Dollars per share)
Ordinary shares, authorized	47,800,000	47,800,000
Ordinary shares, issued	18,756,570	18,494,739
Ordinary shares, outstanding	18,756,570	18,494,739

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
Research and development, net	$ 30,553	$ 16,954	$ 14,083
Marketing and business development	2,983	1,614	887
General and administrative	9,609	7,704	3,590
Operating loss	43,145	26,272	18,560
Financial (income) expense, net	(544)	10,597	(11,655)
Loss	42,601	36,869	6,905
Deemed dividend		2,114
Loss attributable to Ordinary shares	$ 42,601	$ 38,983	$ 6,905
Basic and diluted loss per Ordinary share (in Dollars per share)	$ 2.28	$ 4.48	$ 23.69
Weighted average number of Ordinary shares used in computing basic and diluted loss per share (in Shares)	18,721,528	9,582,405	562,451

Financial (Income) Expenses, Net

12 Months Ended

Dec. 31, 2021

Financial (Income) Expenses, Net [Abstract]

FINANCIAL (INCOME) EXPENSES, NET

NOTE 11:-

FINANCIAL (INCOME) EXPENSES, NET

	Year Ended December 31,
	2021			2020			2019

Financial expenses:
Other financial expenses	$	26		$	17		$	15
Remeasurement of warrants		-			11,373			-

Total financial expenses		26			11,390			15

Financial income:
Interest from Bank deposits		(468	)		(474	)		(60	)
Other financial income		(58	)		(76	)		-
Foreign currency transaction gains, net		(44	)		(243	)		(245	)
Remeasurement of warrants		-			-			(11,365	)

Total financial income		(570	)		(793	)		(11,670	)

Total Financial (income) expense, net	$	(544	)	$	10,597		$	(11,655	)

Fair Value Measurements (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares	Dec. 31, 2019 USD ($) $ / shares	Jun. 30, 2020 ₪ / shares
Fair Value Measurements (Details) [Line Items]
Weighted average fair value of the warrants, percentage		50.00%
Convertible Preferred E-1 Shares [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)	$ 16
Exercise price	$ 15.95		$ 15.95
Expected volatility	78.07%
Risk free interest rates	0.76%
Dividend yield	0.00%
Expected term	4 years 2 months 1 day
Convertible Preferred E-1 Shares [Member] \| Minimum [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)		$ 13.25
Convertible Preferred E-1 Shares [Member] \| Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)		$ 13.4
Convertible Preferred E-1 Shares [Member] \| IPO [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)			12.18
Exercise price per share (in Dollars per share)			$ 15.95
series E-1 Preferred share warrants [Member]
Fair Value Measurements (Details) [Line Items]
Expected volatility			69.11%
Risk free interest rates			1.82%
Dividend yield			0.00%
Expected term			2 years 3 months
Fair value (in Dollars) \| $	$ 1,868		$ 563
series E-1 Preferred share warrants [Member] \| IPO [Member]
Fair Value Measurements (Details) [Line Items]
Expected volatility			64.03%
Risk free interest rates			1.87%
Dividend yield			0.00%
Expected term			5 months 1 day
Convertible Preferred D-2 Shares [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)			$ 10.29
Exercise price			$ 9.24
Expected volatility			69.11%
Risk free interest rates			1.82%
Dividend yield			0.00%
Expected term			2 years 3 months
Fair value (in Dollars) \| $	$ 20,930		$ 11,275
Cashless ordinary shares (in Shares) \| shares	475,049
Convertible Preferred D-2 Shares [Member] \| IPO [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)	$ 16		$ 12.18
Exercise price	$ 9.24		$ 9.24
Expected volatility	82.48%		64.03%
Risk free interest rates	0.46%		1.87%
Dividend yield	0.00%		0.00%
Expected term	7 months 6 days		5 months 1 day
Convertible Preferred A shares [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)			$ 4.35
Convertible Preferred A shares [Member] \| IPO [Member]
Fair Value Measurements (Details) [Line Items]
Share price (in Dollars per share)	$ 16
Series A Preferred Share Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Expected volatility			69.11%
Risk free interest rates			1.82%
Dividend yield			0.00%
Expected term			2 years 3 months
Fair value (in Dollars) \| $			$ 403
Fair value of series A Preferred share warrants (in Dollars) \| $	$ 816
Warrants exercised shares (in Shares) \| shares	53,775
Series A Preferred Share Warrants [Member] \| IPO [Member]
Fair Value Measurements (Details) [Line Items]
Exercise price \| ₪ / shares				₪ 0.84
Expected volatility			64.03%
Risk free interest rates			1.87%
Dividend yield	0.00%		0.00%
Expected term			5 months 1 day
Exercise price per share (in Dollars per share)			$ 12.18
Ordinary shares (in Shares) \| shares	53,775

Related Parties

12 Months Ended

Dec. 31, 2021

RELATED PARTIES

NOTE 13:-

RELATED PARTIES

Through February 2016, several management members also provided services to the Company as service providers. As of December 31, 2021 and 2020, the Company has recorded a provision for severance pay liability for such service providers in the amounts of $199 and $193, respectively. These amounts are included in “Other Liabilities”.

In July 2019, the Company entered into a master service agreement with a third-party provider (the “Provider”) to conduct a portion of a phase 3 clinical trial in Eastern Europe. One of the Company’s directors serves as a director and shareholder in the Provider. During the years ended December 31, 2021 and 2020, and following the agreement with the Provider, the Company recognized research and development expenses in the total amount of $3,748 and $717, respectively.

On December 30, 2021, the Board of Directors has appointed Dikla Czaczkes Akselbrad, currently the Company’s Executive Vice President and Chief Financial Officer, as the Company’s Chief Executive Officer (“CEO”), effective July 1, 2022, replacing Amir Weisberg after 11 years.

Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2022
Significant Accounting Policies (Details) [Line Items]
Research and Development Expense	$ 542	$ 542	$ 542
Received total amount	6,672
Royalty bearing grants amount	4,888
Non-royalty bearing grants amount	1,057
Out of received amount	504
Non-royalty bearing grants amount	727
Fair value	28	62
Financial income	$ 58	81	(10)
Tax benefit, percentage	50.00%
Monthly deposits percentage rate	8.33%
Severance pay expense amount	$ 547	394	$ 346
Severance pay, description	All eligible employees may elect to contribute up to 100% of their payroll compensation to the plan, for 2021 and 2020, up to a maximum of $19.5 per year (for employees over 50 years of age the maximum contribution is $26 per year), of their annual compensation to the plan through salary deferrals, subject to Internal Revenue Service (“IRS”) limits. The US Subsidiary matches at 100%, on each payroll, up to 5% of the employee compensation to the plan within the IRS limitations (considering the maximum annual compensation of $285 in 2020 and $290 in 2021).
Matching in contributions amounts	$ 28	$ 16
Right-to-use assets and lease liabilities				$ 3,388
Minimum [Member] \| Short-Term Deposits [Member]
Significant Accounting Policies (Details) [Line Items]
Short-term deposit bearing interest percentage rate	1.10%
Maximum [Member] \| Short-Term Deposits [Member]
Significant Accounting Policies (Details) [Line Items]
Short-term deposit bearing interest percentage rate	1.25%

Accrued Expenses and Other Current Liabilities (Details) - Schedule of accured expenses and other current liabilities - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of accured expenses and other current liabilities [Abstract]
Employees and payroll accruals	$ 1,879	$ 971
Accrued expenses	1,787	681
IIA deferred grants	269	241
Other liabilities	5	10
Total	$ 3,940	$ 1,903

Fair Value Measurements (Details) - Schedule of change in the fair value of the preferred share warrants liability - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of change in the fair value of the preferred share warrants liability [Abstract]
Beginning of year		$ 12,241
Issuance of warrants
Change in fair value		11,373
Reclassification of Warrants into equity		(23,614)
End of period

Shareholders' Equity (Details) - Schedule of ordinary share capital - shares	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Ordinary shares Authorized	47,800,000	47,800,000
Ordinary shares Issued	18,756,570	18,494,739
Ordinary shares outstanding	18,756,570	18,494,739

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Use of estimates

Use of estimates:

Consolidated financial statements in U.S. dollars

Consolidated financial statements in United States of America dollars:

The accompanying consolidated financial statements have been prepared in United States of America dollars (“USD”, “$” or “U.S. dollars”).

Principles of consolidation

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances have been eliminated upon consolidation.

Cash equivalents

Cash equivalents:

Cash equivalents are short-term, highly liquid investments that are readily convertible into cash with an original maturity of three months or less, at the date acquired.

Restricted cash

Restricted cash:

	December 31,
	2021		2020

Cash and cash equivalents	$	9,819	$	4,319
Restricted cash		397		390
Restricted cash in other long-term assets		240		199

Cash, cash equivalents, and restricted cash, as reported in the statements of cash flows	$	10,456	$	4,908

Segment reporting

Segment reporting:

Short-term deposits

Short-term deposits:

Long-term deposits

Long-term deposits:

A Long-term bank deposit is a deposit with a maturity of more than one year. As of December 31, 2021, the Company has no long-term deposits.

Property and equipment, net

Property and equipment, net:

	%
Computers and software		33
Laboratory equipment		10 - 15
Furniture and office equipment		15
Leasehold improvements		Over the shorter of the term of the lease or its useful life

Impairment of long-lived assets

Impairment of long-lived assets:

Research and development expenses

Research and development, net expenses:

Grants and participations

Grants and participations:

Accounting for share-based compensation

Accounting for share-based compensation:

Basic and diluted loss per share

Basic and diluted loss per share:

Convertible preferred shares and convertible preferred shares warrant liability

Convertible preferred shares and convertible preferred shares warrant liability:

The Company has not adjusted the carrying value to redemption value since it is not probable that the convertible preferred shares will be redeemed.

Please refer to Note 9.a for more information.

Fair value of financial instruments

Fair value of financial instruments:

A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 -

Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 -

Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Derivative financial instruments

Derivative financial instruments:

Income taxes

Income taxes:

The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits in its taxes on income.

Concentration of credit risks

Concentration of credit risks:

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents.

Severance pay

Severance pay:

Contingent liabilities

Contingent liabilities:

As of December 31, 2021 and 2020, no liability due to legal matters has been accrued.

Recently adopted Accounting Pronouncements

Recently adopted Accounting Pronouncements:

No accounting pronouncements were adopted during the year ended December 31, 2021.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements:

Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jul. 01, 2022
Related Parties (Details) [Line Items]
Service providers in amount	$ 199	$ 193
Director [Member]
Related Parties (Details) [Line Items]
Research and development expenses	$ 3,748	$ 717
Chief Executive Officer [Member]
Related Parties (Details) [Line Items]
Amir weisberg term			11 years

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of restrictions on cash and cash equivalents

	December 31,
	2021		2020

Cash and cash equivalents	$	9,819	$	4,319
Restricted cash		397		390
Restricted cash in other long-term assets		240		199

Cash, cash equivalents, and restricted cash, as reported in the statements of cash flows	$	10,456	$	4,908

Schedule of property and equipment useful life

	%
Computers and software		33
Laboratory equipment		10 - 15
Furniture and office equipment		15
Leasehold improvements		Over the shorter of the term of the lease or its useful life

Income Taxes (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Taxes (Details) - Schedule of deferred tax assets [Line Items]
Deferred tax assets before valuation allowance	$ 37,210	$ 26,959
Less - valuation allowance	(37,210)	(26,959)
Net deferred tax assets
Carryforward losses [Member]
Income Taxes (Details) - Schedule of deferred tax assets [Line Items]
Deferred tax assets before valuation allowance	31,289	22,168
Research and development expenses [Member]
Income Taxes (Details) - Schedule of deferred tax assets [Line Items]
Deferred tax assets before valuation allowance	5,203	3,644
Issuance costs [Member]
Income Taxes (Details) - Schedule of deferred tax assets [Line Items]
Deferred tax assets before valuation allowance	479	957
Reserves and allowances [Member]
Income Taxes (Details) - Schedule of deferred tax assets [Line Items]
Deferred tax assets before valuation allowance	$ 239	$ 190

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 8:-

INCOME TAXES

Corporate tax rates:

The corporate tax rate in Israel in 2021, 2020 and 2019 was 23%.

The United States of America federal rate was 21% and the state corporate income tax rates range from 6.5% to 11.5%, for the years ended December 31, 2021, 2020 and 2019. The Company didn’t account for any federal, state and foreign income tax expenses for the years ended December 31, 2021, 2020 and 2019. The Company is subject to United States of America income tax laws. There are no provisions for United States of America federal, state or other taxes for any period.

Net operating losses carryforward:

The Company has accumulated losses for tax purposes as of December 31, 2021, in the amount of approximately $136,000 which may be carried forward and offset against taxable income in the future for an indefinite period.

Tax assessment:

The Company has net operating losses from prior tax periods which may be subjected to examination in future periods. As of December 31, 2021, the Company’s tax years until December 31, 2016, are subject to the statute of limitation in Israel.

The US Subsidiary has yet to receive final tax assessments since its incorporation.

Deferred taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets are comprised of operating loss carryforwards and other temporary differences.

Significant components of the Company’s deferred tax assets are as follows:

	December 31,
	2021			2020

Carryforward losses	$	31,289		$	22,168
Research and development expenses		5,203			3,644
Issuance costs		479			957
Reserves and allowances		239			190

Deferred tax assets before valuation allowance		37,210			26,959
Less - valuation allowance		(37,210	)		(26,959	)

Net deferred tax assets	$	-		$	-

Management currently believes that since the Company has a history of losses, and there is uncertainty with respect to future taxable income of the Company, it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Thus, a full valuation allowance was provided to reduce deferred tax assets to their realizable value.

In 2021 and 2020, the main reconciling items of the Company’s statutory tax rate of 23% and the effective tax rate of 0% is tax carryforward losses and other temporary differences, such as research and development expenses, for which a full valuation allowance was provided.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingent Liabilities (Details) - Schedule of future minimum lease payments under operating leases $ in Thousands	Dec. 31, 2021 USD ($)
Schedule of future minimum lease payments under operating leases [Abstract]
2022	$ 1,548
2023	1,366
2024	521
2025	487
2026	487
Thereafter	243
Total	$ 4,652

Financial (Income) Expenses, Net (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of financial (income) expenses, net

	Year Ended December 31,
	2021			2020			2019

Financial expenses:
Other financial expenses	$	26		$	17		$	15
Remeasurement of warrants		-			11,373			-

Total financial expenses		26			11,390			15

Financial income:
Interest from Bank deposits		(468	)		(474	)		(60	)
Other financial income		(58	)		(76	)		-
Foreign currency transaction gains, net		(44	)		(243	)		(245	)
Remeasurement of warrants		-			-			(11,365	)

Total financial income		(570	)		(793	)		(11,670	)

Total Financial (income) expense, net	$	(544	)	$	10,597		$	(11,655	)

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - Prepaid Expenses and Other Current Assets [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets [Line Items]
Prepaid expenses	$ 1,453	$ 1,888
Government authorities	596	283
Lease deposits	44	24
Other current assets	118	139
Total	$ 2,211	$ 2,334

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 4:-

PROPERTY AND EQUIPMENT, NET

	December 31,
	2021			2020
Cost:
Computers and software	$	577		$	449
Laboratory equipment		6,247			3,947
Furniture and office equipment		167			152
Leasehold improvements		6,024			4,478

		13,015			9,026
Accumulated depreciation		(4,254	)		(3,136	)

Depreciated cost	$	8,761		$	5,890

Depreciation expenses amounted to $1,118, $1,012 and $947 for the years ended December 31, 2021, 2020 and 2019, respectively.

General (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
General (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Jun. 21, 2020	Dec. 31, 2021
General (Details) [Line Items]
Description of reverse share split		the Company’s Board of Directors resolved to consolidate the Company’s share capital by applying a reverse share split at a ratio of 1.046:1 (the “Reverse Split Ratio”) and to cancel the shares’ par value such that every 1.046 Ordinary shares of NIS 0.8 par value, were substituted by 1 Ordinary share with no par value (the “Split”). The Split was applied in the same proportion and manner to all of the Company’s authorized, issued and outstanding securities, including preferred shares, options and warrants (See Note 10.
Aggregate net proceeds	$ 62,757
Cash equivalents and short-term deposits			$ 32,203
Incurred loss			42,601
Cash flows from operating activities			32,386
Accumulated deficit			$ 174,887
Date of filing term			1 year
IPO [Member]
General (Details) [Line Items]
Sale of ordinary shares (in Shares)	4,312,500
Overallotment option [Member]
General (Details) [Line Items]
Sale of ordinary shares (in Shares)	562,500

Convertible Preferred Shares and Warrants (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Convertible Preferred Shares and Warrants (Details) [Line Items]
Convertible preferred shares (in Shares) \| shares	12,520,977
Carrying value (in Dollars) \| $	$ 106,300
Annual interest percentage	6.00%
Liquidation rights, description	Holders of Series E-1, E preferred shares and D preferred shares were entitled to receive an amount equal to the original issuance price thereof, times 1.3, plus 6% annual interest, on the original issue price, compounded annually from the date of issuance and up to the date of liquidation for each of their shares plus an amount equal to the declared but unpaid dividends, less any dividend preference amount previously declared and actually paid.
Conversion, description	Each share of Series A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 was convertible into Ordinary shares on a 1-for-1 ratio.
Warrant [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Warrants to purchase, description	rights - the holders of Series A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 convertible preferred shares were entitled to receive on a pari passu basis, prior and in preference to the declaration or payment of any dividend or distribution to the holders of any other class of shares on an as-converted basis if any dividend or distribution was declared by the Company’s board of directors, an amount equal to 6% per annum of the applicable original issue price for such preferred shares (the “Preference Dividend”).
Series A Convertible Preferred shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	$ 1.51
Series A-1 Convertible Preferred Shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	1.76
Series B Convertible Preferred shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	3.6
Series B-1 Convertible Preferred Shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	5.06
Series C-1 Convertible Preferred Shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	6.95
Series C-2 Convertible Preferred Shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	9.23
Series D-1 Convertible Preferred Shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	9.23
Series D-3 Convertible Preferred Shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	9.23
Series E Convertible Preferred [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	13.3
Series E-1 Convertible Preferred [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Share price	$ 13.3
Series E-1 Convertible Preferred Shares [Member]
Convertible Preferred Shares and Warrants (Details) [Line Items]
Preferred shares (in Shares) \| shares	158,967
Beneficial feature value (in Dollars) \| $	$ 2,114

Shareholders' Equity (Details) - Schedule of equity-based awards recognized - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shareholders' Equity (Details) - Schedule of equity-based awards recognized [Line Items]
Total share-based compensation expense	$ 4,750	$ 4,577	$ 976
Research and development [Member]
Shareholders' Equity (Details) - Schedule of equity-based awards recognized [Line Items]
Total share-based compensation expense	2,203	1,806	180
Marketing and business development [Member]
Shareholders' Equity (Details) - Schedule of equity-based awards recognized [Line Items]
Total share-based compensation expense	317	140	90
General and administrative expense [Member]
Shareholders' Equity (Details) - Schedule of equity-based awards recognized [Line Items]
Total share-based compensation expense	$ 2,230	$ 2,631	$ 706

General

12 Months Ended

Dec. 31, 2021

General [Abstract]

GENERAL

NOTE 1:-

GENERAL

PolyPid Ltd. (the “Company”) was incorporated under the laws of Israel and commenced operations on February 28, 2008. The Company is a Phase 3 biopharmaceutical company focused on developing targeted, locally administered, and prolonged-release therapeutics using its proprietary PLEX (Polymer-Lipid Encapsulation matriX) technology. The Company’s product candidates are designed to address unmet medical needs by delivering active pharmaceutical ingredients, or APIs, locally at predetermined release rates and durations over extended periods ranging from days to several months. The Company is initially focused on the development of its lead product candidate, D-PLEX, which incorporates an antibiotic for the prevention of surgical site infection in bone and soft tissue. Through December 31, 2021, the Company has been primarily engaged in research and development.

The Company wholly owned subsidiaries include a subsidiary in the United States of America (the “US Subsidiary”) and a subsidiary in Romania. The US Subsidiary’s operation focuses on marketing and business development of the Company’s operation in the United States of America.

On June 21, 2020, the Company’s Board of Directors resolved to consolidate the Company’s share capital by applying a reverse share split at a ratio of 1.046:1 (the “Reverse Split Ratio”) and to cancel the shares’ par value such that every 1.046 Ordinary shares of NIS 0.8 par value, were substituted by 1 Ordinary share with no par value (the “Split”). The Split was applied in the same proportion and manner to all of the Company’s authorized, issued and outstanding securities, including preferred shares, options and warrants (See Note 10.a).

On June 30, 2020, the Company closed its initial public offering (“IPO”) whereby 4,312,500 Ordinary shares were sold by the Company to the public (inclusive of 562,500 Ordinary shares pursuant to the full exercise of an overallotment option granted to the underwriters). The aggregate net proceeds received by the Company from the offering were $62,757, net of underwriting discounts and other offering costs.

The Company’s activities since inception have consisted of performing research and development activities. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things, its ability to secure financing; obtain marketing approval from regulatory authorities; access potential markets; build a sustainable customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. The Company’s operations are funded by its shareholders and research and development grants and the Company intends to seek further private or public financing as well as make applications for further research and development grants for continuing its operations. Although management believes that the Company will be able to successfully fund its operations, there can be no assurance that the Company will be able to do so or that the Company will ever operate profitably.

The Company expects to continue to incur substantial losses over the next several years during its clinical development phase. To fully execute its business plan, the Company will need to complete phase III clinical studies and certain development activities as well as manufacture the required clinical and commercial production batches in the pilot manufacturing plant. Further, the Company’s product candidates will require regulatory approval prior to commercialization and the Company will need to establish sales, marketing and logistic infrastructures. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company.

As of December 31, 2021, the Company had cash, cash equivalents and short-term deposits in the total amount of $32,203. During the year ended December 31, 2021, the Company incurred a loss of $42,601 and had negative cash flows from operating activities of $32,386. In addition, the Company had an accumulated deficit of $174,887 at December 31, 2021.

The Company’s future operations are highly dependent on a combination of factors, including (i) completion of all required clinical studies; (ii) the success of its research and development activities; (iii) manufacture of all required clinical and commercial production batches; (iv) marketing approval by the relevant regulatory authorities; and (v) market acceptance of the Company’s product candidates.

There can be no assurance that the Company will succeed in achieving the clinical, scientific and commercial milestones as detailed above.

Based on the abovementioned, as of the approval date of these consolidated financial statements, the Company has not raised the necessary funding in order to continue its activity for a period of at least one year after the date of the filing of this annual report on Form 20-F. Therefore, these factors raise a substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that might result should the Company be unable to continue as a going concern.

Convertible Preferred Shares and Warrants

12 Months Ended

Dec. 31, 2021

Convertible Preferred Shares And Warrants [Abstract]

CONVERTIBLE PREFERRED SHARES AND WARRANTS

NOTE 9:-

CONVERTIBLE PREFERRED SHARES AND WARRANTS

Convertible Preferred shares:

The Company issued Series A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 Preferred shares between February 2008 and September 2019. The Company classified the convertible preferred shares outside of shareholders’ deficit as required by ASC 480-10-S99-3A and Accounting Series Release (“ASR”) No. 268, “Presentation in Financial Statements of Redeemable Preferred Stocks” (ASR 268”), since these Preferred shares are entitled to liquidation preferences which may trigger a distribution of cash or assets that is not solely within the Company’s control.

Upon completion of the IPO, all convertible preferred shares outstanding, totaling 12,520,977 shares, were automatically converted into Ordinary shares and their carrying value of $106,300 was reclassified into shareholders’ equity.

Preferred shares rights:

Up to completion of the IPO on June 30, 2020, series A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 convertible preferred shares conferred upon their holders all the rights conferred by Ordinary shares, in addition to certain rights stipulated in the Company’s previous Articles of Association (the “Previous Articles”), inter alia, the following:

Dividend rights - the holders of Series A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 convertible preferred shares were entitled to receive on a pari passu basis, prior and in preference to the declaration or payment of any dividend or distribution to the holders of any other class of shares on an as-converted basis if any dividend or distribution was declared by the Company’s board of directors, an amount equal to 6% per annum of the applicable original issue price for such preferred shares (the “Preference Dividend”).

The preference order was such that Series E-1, E, D, C-2, C-1, B-1, B, A-1 and A shareholders were entitled, in their respective order, to receive, prior and in preference to the above order, any distribution of any asset, capital, earnings or surplus funds of the Company. After the Preference Dividend has been paid in full, the preferred shareholders were entitled to participate pro-rata and pari passu, on an as converted basis with the Ordinary shareholders, in the receipt of any additional dividend distributed.

Liquidation rights - In the event of any event of liquidation or deemed liquidation event, the Company was required to distribute to the holders of convertible preferred shares, prior to and in preference to any payments to any of the holders of any other classes of shares, a per share amount equal to the original issuance price plus 6% annual interest compounded annually from the date of issuance and up to the date of liquidation for each of their shares.

Holders of Series E-1, E preferred shares and D preferred shares were entitled to receive an amount equal to the original issuance price thereof, times 1.3, plus 6% annual interest, on the original issue price, compounded annually from the date of issuance and up to the date of liquidation for each of their shares plus an amount equal to the declared but unpaid dividends, less any dividend preference amount previously declared and actually paid.

The liquidation order was such that Series E-1, E, D, C-2 and C-1, B-1, B, A-1 and A shareholders were entitled, in their respective order, to receive, prior and in preference to the above order any distribution of any asset, capital, earnings or surplus funds of the Company.

All remaining assets shall be distributed among all the shareholders pro rata in proportion to the number of Ordinary shares held by them on an as converted basis. The original issue price of the Series A, A-1, B, B-1 and C-1 Convertible Preferred shares was $1.51, $1.76, $3.60, $5.06, and $6.95 per share, respectively, Series C-2, D-1 and D-3 was $9.23 per share and Series E and E-1 was $13.30 per share.

Voting rights - each holder of Series A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 Convertible Preferred share was entitled to one vote per each share held by it (on an as converted basis).

Conversion - each preferred share was convertible into Ordinary shares, at the holder’s option, or automatically upon a qualified initial public offering (“Qualified IPO”) of the Company or upon written demand of the Investor Majority (as defined in the Previous Articles).

Each share of Series A, A-1, B, B-1, C-1, C-2, D-1, D-3, E and E-1 was convertible into Ordinary shares on a 1-for-1 ratio. The conversion price per preferred share was to be adjusted in the event of recapitalizations, splits, Ordinary share dividends and standard anti-dilution events.

Deemed dividend:

As part of Series E-1 Convertible Preferred shares price protection conversion rights upon the completion of an initial public offering, the Company issued 158,967 Series E-1 Convertible Preferred shares and recorded a beneficial feature of $2,114 which was accounted for as a deemed dividend and was recorded as mezzanine equity.