Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See "Cautionary Note Regarding Forward-Looking Statements". You should review the "Risk Factors" section of our Annual Report for the fiscal year ended December 31, 2020 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.





Overview


The Company's primary business activities during last few months were the completion of R&D in connection with a customer-specific project and the transition to the production stage with respect to a contract with a Fortune 500 Multinational Healthcare Corporation, and R&D activities in the domain of I4.0 (including Predictive Maintenance and CBM (Condition Based Monitoring) in sectors such as the Aviation, Energy and Automotive).

Other major activities were the following:





  - expanding marketing activities, including the recruitment of a Director of
    Business Development in the US, and launching a multi-platform digital
    marketing campaign;
  - extensive activity in connection with the Company's IP, including submissions
    of new patent applications as well as maintenance, defense, and
    commercialization efforts of existing patents;
  - increased operation expenses in order to improve the current Company's R&D
    capabilities;
  - increase in research and development activities, including the development of
    new products and the improvement of existing technology, and the examination
    of additional applications for our micro ScoutCam™ portfolio outside of the
    medical, defense and aerospace fields, including sectors such as, inter alia,
    automotive, industrial non-destructing-testing industries, and predictive
    maintenance (i.e. Industry 4.0) based on Internet of Things (IoT); and
  - investment in capital expenses to provide the necessary facilities, IT, and
    lab tools for our newly recruited employees and to upgrade the Company's
    production and quality control capabilities.



Comparison of the nine months ended September 30, 2021 and 2020

The following table summarizes our results of operations for the nine months period ended September 30, 2021, and 2020, together with the changes in those items in dollars and as a percentage:





                                        Nine months ended September 30,
                                            2021                 2020          % Change
Revenues                                       321,000              86,000           273 %
Cost of Revenues                               821,000             434,000            89 %
Gross Loss                                    (500,000 )          (348,000 )          44 %
Research and development expenses            1,350,000             514,000           163 %
Sales and marketing expense                    472,000             302,000            56 %
General and administrative expenses          3,931,000           2,309,000            70 %
Other income                                     3,000                   -             -
Operating Loss                              (6,250,000 )        (3,473,000 )          80 %




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Revenues


For the nine months ended September 30, 2021, we generated revenues of $321,000, an increase of $235,000 from the nine months ended September 30, 2020.

The increase in revenues was primarily due to revenues from A.M. Surgical. Total revenues recorded from A.M. Surgical during the nine months ended September 30, 2021 amounted to approximately $200,000. We did not record any revenue from A.M. Surgical during the nine months ended September 30, 2020.





Cost of Revenues


Cost of revenues for the nine months ended September 30, 2021 was $821,000, an increase of $387,000 compared to cost of revenues of $434,000 for the nine months ended September 30, 2020. The increase was primarily due to an increase in materials as a result of an increase in revenues and an increase in payroll expenses as a result of hiring additional employees as part of the transition to the production stage with respect to a contract with a Fortune 500 Multinational Healthcare Corporation.





Gross Loss


Gross loss for the nine months ended September 30, 2021, was $500,000, an increase of $152,000 compared to gross loss of $348,000 for the nine months ended September 30, 2020.

Research and Development Expenses

Research and development expenses for the nine months ended September 30, 2021 were $1,350,000, an increase of $836,000, or 163%, compared to $514,000 for the nine months ended September 30, 2020. The increase was primarily due to (i) an increase in payroll expenses and materials and subcontractors and (ii) an increase in research and development activities, including the development of new products and the improvement of existing technology. We recently begun examining additional applications for our micro ScoutCam™ portfolio outside of the medical, defense and aerospace fields, including sectors such as, inter alia, automotive, industrial non-destructing-testing industries, and predictive maintenance (i.e. Industry 4.0) based on Internet of Things (IoT). We plan to further expand the activity in these non-medical spaces.

We expect that our research and development expenses will increase as we continue to develop our products and service and recruit additional research and development employees to the I4.0 domain.





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Sales and Marketing Expenses


Sales and marketing expenses for the nine months ended September 30, 2021, were $472,000, an increase of $170,000, or 56%, compared to $302,000 for the nine months ended September 30, 2020. The increase was primarily due to an expanding marketing activity, including the recruitment of a Director of Business Development in the US, and launching a multi-platform digital marketing campaign.

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts.

General and Administrative Expenses

General and Administrative expenses for the nine months ended September 30, 2021 were $3,931,000, an increase of $1,622,000, or 70%, compared to $2,309,000 for the nine months ended September 30, 2020. The increase was primarily due to:





  ? an increase of $616,000 in IP expenses due to maintenance, defense, and
    commercialization efforts of existing patents;
  ? the provision of $229,000 due to VAT audit as described in Note 9 of our
    interim condensed financial statements as of September 30, 2021;
  ? an increase of $151,000 in share based compensation due to new option grants
    as described in Note 4 of our interim condensed financial statements as of
    September 30, 2021;
  ? an increase in in payroll expenses due to the hiring of additional employees
    including a new CEO, controller and the shift in the position of the CFO from
    part-time to full-time;
  ? an increase in professional services expenses due to the hiring of a financial
    consultant, HR consultant, the appointment of new directors and additional
    hires;




Operating loss



We incurred an operating loss of $6,250,000 for the nine months ended September 30, 2021, an increase of $2,777,000, or 80%, compared to operating loss of $3,473,000 for the nine months ended September 30, 2020. The increase in operating loss was due to $152,000 increase in gross loss, $836,000 increase in research and development expenses, and $170,000 increase in sales and marketing expenses and $1,622,000 increase in administrative and general expenses offset by $3,000 income from a sublease.





Cash Flows


The following table sets forth the significant sources and uses of cash for the periods set forth below (in dollars):





                                        Nine month ended September 30,
                                            2021                 2020
Cash used in Operating Activity             (4,704,000 )       (2,710,000 )
Cash used in Investing Activity               (483,000 )         (249,000 )

Cash provided by Financing Activity 21,527,000 2,777,000






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Operating Activities


For the nine months ended September 30, 2021, net cash flows used in operating activities was $4,704,000, due primarily to a net loss of $6,256,000, $504,000 increase in contract fulfilment assets partially offset by share based compensation of $1,317,000 and $529,000 increase in contract liabilities.





Investing Activities


For the nine months ended September 30, 2021, net cash flows used in investing activities was $483,000, due to the purchase of property and equipment.





Financing Activities


For the nine months ended September 30, 2021, net cash flows provided by financing activities was $21,527,000, due primarily to proceeds from the issuance of shares and warrants equivalent to approximately $19,118,000 and proceeds from exercise from warrants of approximately $2,459,000.

Comparison of the three months ended September 30, 2021 and 2020

The following table summarizes our results of operations for the three months period ended September 30, 2021, and 2020, together with the changes in those items in dollars and as a percentage:





                                        Three months ended September 30,
                                            2021                  2020          % Change
Revenues                                         23,000              12,000            92 %
Cost of Revenues                                211,000             153,000            38 %
Gross Loss                                     (188,000 )          (141,000 )          33 %
Research and development expenses               596,000             144,000           314 %
Sales and marketing expense                     179,000             114,000            57 %
General and administrative expenses           1,603,000             629,000           155 %
Other income                                      3,000                   -               %
Operating Loss                               (2,563,000 )        (1,028,000 )         149 %




Revenues


For the three months ended September 30, 2021, we generated revenues of $23,000, an increase of $11,000 from the three months ended September 30, 2020.





Cost of Revenues


Cost of revenues for the three months ended September 30, 2021, was $211,000, an increase of $58,000 compared to cost of revenues of $153,000 for the three months ended September 30, 2020. The increase was primarily due to an increase in materials as a result of an increase in revenues and an increase in payroll expenses as a result of hiring additional employees as part of the transition to the production stage with respect to a contract with a Fortune 500 Multinational Healthcare Corporation.





Gross Loss


Gross loss for the three months ended September 30, 2021, was $188,000, an increase of $47,000 compared to gross loss of $141,000 for the three months ended September 30, 2020.





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Research and Development Expenses

Research and development expenses for the three months ended September 30, 2021 were $596,000, an increase of $452,000, or 314%, compared to $144,000 for the three months ended September 30, 2020. The increase was primarily due to (i) an increase in payroll expenses, including increase in share based compensation (ii) materials and subcontractors; and (iii) an increase in research and development activities, including the development of new products and the improvement of existing technology. We recently began examining additional applications for our micro ScoutCam™ portfolio outside of the medical, defense and aerospace fields, including sectors such as automotive, industrial non-destructing-testing industries, and predictive maintenance (i.e. Industry 4.0) based on Internet of Things (IoT). We plan to further expand the activity in these non-medical spaces.

We expect that our research and development expenses will increase as we continue to develop our products and service, and recruit additional research and development employees.





Sales and Marketing Expenses



Sales and marketing expenses for the three months ended September 30, 2021 were $179,000, an increase of $65,000, or 57%, compared to $114,000 for the three months ended September 30, 2020. The increase was primarily due to expanded marketing activity, including the launching of a multi-platform digital marketing campaign.

General and Administrative Expenses

General and Administrative expenses for the three months ended September 30, 2021 were $1,603,000, an increase of $974,000, or 155%, compared to $629,000 for the three months ended September 30, 2020. The increase was primarily due to:





  ? an increase in in payroll expenses due to the hiring of additional employees
    including a new CEO, controller and the shift in the position of the CFO from
    part-time to full-time;
  ? an increase of $418,000 in share based compensation due to new option grants
    as described in Note 4 of our interim condensed financial statements as of
    September 30, 2021;
  ? the provision of $229,000 due to VAT audit as described in Note 9 of our
    interim condensed financial statements as of September 30, 2021.
  ? an increase in IP expenses due to maintenance, defense, and commercialization
    efforts of existing patents;
  ? an increase in professional services expenses due to the hiring of a financial
    consultant, HR consultant, the appointment of new directors and additional
    hires;




Operating loss



We incurred an operating loss of $2,563,000 for the three months ended September 30, 2021, an increase of $1,535,000, or 149%, compared to operating loss of $1,028,000 for the three months ended September 30, 2020. The increase in operating loss was due to $47,000 increase in gross loss, $452,000 increase in research and development expenses, and $65,000 increase in sales and marketing expenses and $974,000 increase in administrative and general expenses offset by $3,000 income from a sublease





Cash Flows


The following table sets forth the significant sources and uses of cash for the periods set forth below (in dollars):





                                    Three month ended September 30,
                                         2021                 2020
Cash used in Operating Activity           (1,786,000 )        (433,000 )
Cash used in Investing Activity             (177,000 )         (28,000 )
Cash used in Financing Activity              (95,000 )               -




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Operating Activities


For the three months ended September 30, 2021, net cash flows used in operating activities were $1,786,000, due primarily to a net loss of $2,562,000 partially offset by share based compensation of $682,000.





Investing Activities


For the three months ended September 30, 2021, net cash flows used in investing activities were $177,000 due to the purchase of property and equipment.





Future Funding Requirements


The Company believes that it will require additional financing in order to provide the capital it needs to achieve its growth targets.

Liquidity and Capital Resources

We generated liquidity primarily from fund raising and warrant exercises as described in Note 4 of our interim condensed financial statements as of September 30, 2021.

As of September 30, 2021, our total assets were $23,602,000. As of December 31, 2020, our total assets were $5,895,000. The increase of assets was mainly due to an increase of cash and cash equivalents due to fundraising activities and warrants exercise, as described in Note 4 of our interim condensed financial statements as of September 30, 2021.

As of September 30, 2021, our total liabilities were $3,000,000. As of December 31, 2020, our total liabilities were $1,931,000. The increase of liabilities was mainly due to an increase of accounts payables, contract liabilities and operating lease liabilities.

Since our incorporation through September 30, 2021, we incurred accumulated deficit of approximately $12.6 million. The management believes that our cash and cash resources as of September 30, 2021 will allow us to fund our operating plan through at least the next 12 months. However, we expect to continue to incur significant research and development expenses and other costs related to our ongoing operations; and in order to continue our future operations, we will need to obtain additional funding at least until such time that we become profitable.

Off-Balance Sheet Arrangements

None.

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