Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | OphthaliX, Inc. | |
Entity Central Index Key | 1,218,683 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 13 | $ 42 | |
Investment in Parent Company | 530 | 658 | |
Prepaid expenses | 7 | ||
Total current assets | 550 | 700 | |
Total assets | 550 | 700 | |
CURRENT LIABILITIES: | |||
Parent Company | 4,459 | 3,690 | |
Other accounts payable and accrued expenses | 251 | 291 | |
Total current liabilities | 4,710 | 3,981 | |
NON-CURRENT LIABILITIES: | |||
Derivative related to Service Agreement | [1] | ||
Share capital | |||
Preferred Stock - Authorized: 1,000,000 shares at December 31, 2016 and 2015, Issued and Outstanding: 0 shares at December 31, 2016 and 2015 | |||
Common Stock of $0.001 par value - Authorized: 100,000,000 shares at December 31, 2016 and 2015, Issued and Outstanding: 10,441,251 shares at December 31, 2016 and 2015 | 10 | 10 | |
Additional paid-in capital | 5,519 | 5,516 | |
Accumulated other comprehensive loss | (34) | ||
Accumulated deficit | (9,689) | (8,773) | |
Total stockholders' deficiency | (4,160) | (3,281) | |
Total liabilities and stockholders' deficiency | $ 550 | $ 700 | |
[1] | Represents an amount lower than $1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 10,441,251 | 10,441,251 |
Common Stock, shares outstanding | 10,441,251 | 10,441,251 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | ||
Research and development | $ 199 | $ 812 |
General and administrative | 432 | 573 |
Total operating expenses | 631 | 1,385 |
Financial expenses, net | 285 | 92 |
Net loss | $ 916 | $ 1,477 |
Net loss per share: | ||
Basic and Diluted loss per share | $ 0.09 | $ 0.14 |
Weighted average number of shares of Common Stock used in computing basic and diluted net loss per share | 10,441,251 | 10,441,251 |
Available-for-sale investments: | ||
Changes in net unrealized loss (gain) from investment in Parent Company | $ (34) | $ 136 |
Total other comprehensive loss | (34) | 136 |
Comprehensive loss | $ 882 | $ 1,613 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss |
Balance at Dec. 31, 2014 | $ (1,690) | $ 10 | $ 5,494 | $ (7,296) | $ 102 |
Balance, Shares at Dec. 31, 2014 | 10,441,251 | ||||
Stock-based compensation | 22 | 22 | |||
Unrealized gain (loss) from investment in Parent Company | (136) | (136) | |||
Net loss | (1,477) | (1,477) | |||
Balance at Dec. 31, 2015 | (3,281) | $ 10 | 5,516 | (8,773) | (34) |
Balance, Shares at Dec. 31, 2015 | 10,441,251 | ||||
Stock-based compensation | 3 | 3 | |||
Unrealized gain (loss) from investment in Parent Company | 34 | $ 34 | |||
Net loss | (916) | (916) | |||
Balance at Dec. 31, 2016 | $ (4,160) | $ 10 | $ 5,519 | $ (9,689) | |
Balance, Shares at Dec. 31, 2016 | 10,441,251 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Cash flows from operating activities: | |||
Net loss | $ (916) | $ (1,477) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Stock based compensation | 3 | 22 | |
Depreciation | [1] | 1 | |
Decrease (increase) in prepaid expenses | (7) | 209 | |
Increase (decrease) in other accounts payable and accrued expenses | (40) | 45 | |
Impairment loss of investment in Parent Company | 162 | ||
Increase in Parent Company balance | 769 | 1,233 | |
Change in fair value of the derivative related to Service Agreement | [1] | ||
Net cash (used in) provided by operating activities | (29) | 33 | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (3) | ||
Proceeds from sale of property and equipment | 3 | ||
Net cash used in investing activities | |||
Increase (decrease) in cash and cash equivalents | (29) | 33 | |
Cash and cash equivalents at the beginning of the year | 42 | 9 | |
Cash and cash equivalents at the end of the year | $ 13 | $ 42 | |
[1] | Represents an amount lower than $1 |
General
General | 12 Months Ended |
Dec. 31, 2016 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. OphthaliX Inc. (the "Company" or "OphthaliX"), originally incorporated in the State of Nevada on December 10, 1999 under the name Bridge Capital.com Inc., was a nominally capitalized corporation that did not commence its operations until it changed its name to Denali Concrete Management Inc. ("Denali"), in March 2001. Denali was a concrete placement company specializing in providing concrete improvements in the road construction industry. Denali operated primarily in Anchorage, Alaska, placing curb and gutter, sidewalks and retaining walls for state, municipal and military projects. In December 2005, the Company ceased its principal business operations and focused its efforts on seeking a business opportunity, becoming a public shell company in the U.S. Eye-Fite Ltd. ("Eye-Fite" or the "Subsidiary") was founded on June 27, 2011 in contemplation of the execution of a transaction between Can-Fite BioPharma Ltd. (the "Parent company" or "Can-Fite"), a public company in Israel and U.S, and the Company, as further detailed in Note 1b. The Company and its Subsidiary conduct research and development activities using an exclusive worldwide license for CF101, a synthetic A3 adenosine receptor, or A3AR, agonist (known generically as IB-MECA) solely for the field of ophthalmic diseases after the consummation of the transaction (see also Note 1b2). Following the transaction, Denali changed its name to OphthaliX Inc. and also changed its corporate domicile from Nevada to Delaware. On July 5, 2016, the Company released top-line results from its Phase II clinical trial of CF101 for the treatment of glaucoma. In this trial, no statistically significant differences were found between the CF101 treated group and the placebo group in the primary endpoint of lowering intra ocular pressure ("IOP"). High IOP is a characteristic of glaucoma. CF101 was found to have a favorable safety profile and was well tolerated. In September 2016, the Company’s Board of Directors and Can-Fite, the Company’s parent and majority shareholder, consented in writing to, among other things, the voluntary dissolution and liquidation of the Company pursuant to a Plan of Dissolution. In November 2016, the Company's Board of Directors abandoned the voluntary dissolution and liquidation of the Company. Subsequently, on November 15, 2016, the Company entered into a non-binding letter of intent with an Israeli company for the acquisition of such company by way of a reverse triangular merger. The proposed reverse merger is subject to signing of definitive transaction documents and the completion of closing conditions. There can be no assurance that the transactions contemplated by the letter of intent will be completed. As of December 31, 2016, the Company ceased all research and development operations. b. Reverse Recapitalization and related arrangements: 1. Recapitalization: On November 21, 2011 (the "Closing Date"), Can-Fite purchased 8,000,000 shares of the Company’s Common Stock, par value $ 0.001 per share in exchange for all of the issued and outstanding ordinary shares of Eyefite pursuant to the terms of a stock purchase agreement (the "Purchase Agreement"). As a result, Eyefite became a wholly-owned subsidiary of the Company and Can-Fite became its majority stockholder and a parent company. On November 21, 2011, the Company also issued a warrant to Can-Fite by which Can-Fite has the right, until the earlier of (a) the November 21, 2016 and (b) the closing of the acquisition of the Company by another entity, resulting in the exchange of the Company’s outstanding common shares such that its stockholders prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity, to convert its right to the Additional Payment (as defined below in Note 1b2) into 480,022 shares of Common Stock (subject to adjustment in certain circumstances). The per share exercise price for the shares is $5.148. The warrant expired on November 21, 2016. Simultaneously with the transactions described above, the Company completed a private placement of shares of Common Stock for gross proceeds of $3,330 through the sale of 646,776 shares to third party investors and sold 466,139 shares of Common Stock to Can-Fite in exchange for 714,922 ordinary shares of Can-Fite (representing approximately 2.5% of Can-Fite's issued and outstanding share capital as of the Closing Date), valued at $ 2,400 and 97,112 shares to Can-Fite for gross proceeds of $500. As of December 31, 2016, the Company holds 446,827 Can-Fite ordinary shares, representing approximately 1.6% of Can-Fite's outstanding share capital. In contemplation of the recapitalization transaction, on November 12, 2012, the Board of Directors, complying with the undertaking taken as part of the recapitalization of the Company on November 21, 2011, formerly resolved to issue to certain investors and Can-Fite, 1,455,228 and 1,267,315 warrants to acquire 323,384 and 281,625 shares of Common Stock of the Company, respectively (the "Warrants"). The exercise price of such Warrants is $7.74 per share. The Warrants are exercisable for a period of five years from their date of grant and do not contain any non- standard anti-dilution provisions. The transaction was accounted for as a reverse recapitalization which is outside the scope ASC 805, "Business Combinations". Under reverse capitalization accounting, EyeFite is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. Consequently, the consolidated financial statements of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former shareholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. These consolidated financial statements include the accounts of the Company since the effective date of the reverse capitalization and the accounts of EyeFite since inception. 2. License and research and development services from Can-Fite: In connection with the consummation of the recapitalization transaction, the Company and Can-Fite entered into a license agreement, pursuant to which Can-Fite granted EyeFite a sole and exclusive worldwide license for the use of CF101, solely in the field of ophthalmic diseases ("CF101"). EyeFite was obligated to make to the U.S. National Institutes of Health ("NIH"), with regard to the patents of which are included in the license to EyeFite, for as long as the license agreement between the Company and NIH remains in effect, a nonrefundable minimum annual royalty fee and potential future royalties of 4.0% to 5.5% on net sales. In addition, the Company will be obligated to make certain milestone payments ranging from $25 to $500 upon the achievement of various development milestones for each indication. As of December 31, 2016, the Company accrued an amount of $100 related to DES phase III clinical trial and $75 related the Glaucoma phase II clinical trial. Eye-Fite will also be required to make payments of 20% of sublicensing revenues, excluding royalties and net of the required milestone payments. As of December 31, 2016, the Company did not reach any milestone or generate revenue that would trigger additional payments to Can-Fite. In addition, following the closing of the recapitalization transaction, Can-Fite, OphthaliX and EyeFite entered into a service agreement (the "Service Agreement"). Pursuant to the terms of the Service Agreement, Can-Fite will manage the research and development activities relating to pre-clinical and clinical studies for the development of the ophthalmic indications of CF101. In consideration for Can-Fite's services, EyeFite will pay to Can-Fite a service fee (consisting of all expenses and costs incurred by Can-Fite plus 15%). In addition, the Company is committed to future additional payments equal to 2.5% of any and all proceeds received by EyeFite relating to the activities regarding the drug (the "Additional Payment"). According to the Service Agreement, Can-Fite had the right, to convert the Additional Payment into an additional 480,022 shares of Common Stock of the Company for total consideration of $2,471 (subject to adjustment in certain circumstances). As of December 31, 2016, such right expired. c. During the year ended December 31, 2016, the Company incurred operating losses and has negative operating activity amounting to $631 and $29, respectively. The Company will be required to obtain additional liquidity resources in the near term . In addition, in February 2013, as last updated in August 2015, the Company obtained a formal letter from Can-Fite stating that Can-Fite agrees to defer the payments under the Services Agreement from January 31, 2013 for the performance of the clinical trials of CF101 in ophthalmic indications until the completion of a fundraising by the Company that will allow such payments. Also, in August 2015, Can-Fite issued another financial support letter, pursuant to which it committed to cover any shortfall in the costs and expenses of operations of the Company which are in excess of the Company's available cash to finance its operations, including cash generated from any future sale of Can-Fite shares. Any related balance on amounts owed bear interest at a rate of 3% per annum. Both letters expired on October 10, 2016. On November 14, 2016 Can-Fite agreed to extend the support letter under the same terms and conditions in order to fund the Company's operations. Such letter expired on February 28, 2017. Deferred payments under the Services Agreement are currently due and as of the date hereof Can-Fite has not made a demand for payment. As of December 31, 2016, the deferred payments to Can-Fite totaled $4,459. There are no assurances that the Company will be able to obtain an adequate level of financial resources in the next twelve months. The Company will have a severe negative impact on its ability to remain a viable company. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). a. Use of estimates: The preparation of consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars, the functional and reporting currency of the Company. Although the majority of the Company and its Subsidiary's operations are conducted in Israel, most of their expenses are in U.S dollar. Therefore, the Company's management believes that the U.S dollar is the functional currency of the primary economic environment in which the Company and its Subsidiary operate. Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with ASC 830-10, "Foreign Currency Matters". All transactions gains and losses of the re-measurement of monetary balance sheets items are reflected in the consolidated statements of comprehensive loss as financial income or expenses, as appropriate. c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its Subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. d. Cash and cash equivalents: Cash equivalents include short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less from time of deposit. e. Investment in Parent Company: The Company’s investment is its Parent Company’s securities are classified as available-for-sale carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity under accumulated other comprehensive income in the consolidated balance sheets. Realized gains and losses on sales of available-for-sale securities are included as financials income, net in the consolidated statements of comprehensive loss. The Company recognizes an impairment charge when a decline in the fair value of its investments in securities is below the cost basis of such securities is judged to be other than temporary. Factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the Company's intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. For securities that are deemed other-than-temporarily impaired, an entity should recognize the difference between the cost basis of the impaired equity security and the fair value on the measurement date, as an other-than-temporarily impairment loss as part of financial income, net in the statement of comprehensive loss. The fair value on measurement date should be considered the equity security’s new cost basis. Unrealized gains and losses previously recorded through OCI, including the tax effects, should also be reversed. The new cost basis should not be changed for subsequent increases in fair value. After an impairment loss is recognized for individual equity securities classified as available for sale, future increases or decreases in fair value (presuming no additional other-than temporarily impairments exist) are included in OCI. During the year ended December 31, 2015, no impairment was recognized. During the year ended December 31, 2016, the Company recognized impairment loss in investment in the Parent Company amounted to $162. f. Research and development expenses: All research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. g. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" ("ASC 718") which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the accelerated recognition method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the binomial option pricing-model which requires a number of assumptions, of which the most significant are the expected stock price volatility and the early exercise multiply. Expected volatility was calculated based upon historical volatilities of similar entities in the related sector index. The early exercise multiply is representing the value of the underlying stock as a multiple of the exercise price of the option which, if achieved, results in exercise of the option. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. h. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of shares of Common Stock, par value $0.001 per share (the "Common Stock") outstanding during each period. Diluted net loss per share is computed based on the weighted average number of shares of Common Stock outstanding during each period, plus dilutive potential Common Stock considered outstanding during the period, in accordance with ASC topic 260, "Earnings Per Share" ("ASC 260"). The total weighted average number of shares related to all outstanding warrants and options excluded from the calculations of diluted net loss per share due to their anti-dilutive effect for the years ended December 31, 2016 and 2015, respectively. i. Income taxes: The Company and its Subsidiary account for income taxes and uncertain tax positions in accordance with ASC 740, "Income Taxes" ("ASC 740"). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on the differences between 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 and its Subsidiary provide a full valuation allowance, to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. The Company implements a two-step approach to recognize and to measure uncertain tax positions in accordance with ASC 740. 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, 2016 and 2015, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. j. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and the Company’s investment in Parent Company securities. Cash and cash equivalents are deposited with a major bank in Israel. Such cash and cash equivalents and short-term bank deposits may be in excess of insured limits and are not insured in other jurisdictions. The Company's management believes that the financial institution that holds the Company's investments is an institution with high credit standing, and accordingly, minimal credit risk exists with respect to these investments. k. Fair value of financial instruments: The Company adopted ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to release a liability in an orderly transaction between market participants. 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. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. 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, investment in Parent Company, prepaid expenses and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Embedded derivative related to Service Agreement is classified within Level 3 because it is valued using valuation techniques. Some of the inputs to these models are unobservable in the market and are significant. |
Disclosure of New Standards
Disclosure of New Standards | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of New Standards [Abstract] | |
DISCLOSURE OF NEW STANDARDS | NOTE DISCLOSURE OF NEW STANDARDS a. Going Concern (subsequent to adoption of ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern) In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU b. Financial Instruments ASU 2016-01: In January 2016, the FASB issued Accounting Standards Update No. 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01"). The pronouncement revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU 2016-01 requires the change in fair value of many equity investments to be recognized in net income. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company currently intends to adopt ASU 2016-01 on January 1, 2018, and does not expect the adoption of ASU 2016-01 to have a material impact on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4:- FAIR VALUE MEASUREMENTS The following table provides information by value level for financial assets and liabilities that are measured at fair value, as defined by ASC 820, on a recurring basis as of December 31, 2016 and 2015. December 31, 2016 Fair value measurements Description Fair Value Level 1 Level 2 Level 3 Investment in Parent Company $ 530 $ 530 $ - $ - Total Financial Assets, net $ 530 $ 530 $ - $ - December 31, 2015 Fair value measurements Description Fair Value Level 1 Level 2 Level 3 Investment in Parent Company $ 658 $ 658 $ - $ - Derivative related to Service Agreement *- ) - - *- ) Total Financial Assets, net $ 658 $ 658 $ - $ - |
Investment in Parent Company
Investment in Parent Company | 12 Months Ended |
Dec. 31, 2016 | |
Investment in Parent Company [Abstract] | |
INVESTMENT IN PARENT COMPANY | NOTE 5: - INVESTMENT IN PARENT COMPANY As previously discussed in Notes 1b1 and 2e, the Company currently owns 446,827 of Can-Fite’s ordinary shares, representing approximately 1.6% of Can-Fite's issued and outstanding share capital as of December 31, 2016. As of December 31, 2016 and 2015 the fair value of the Company's investment in Parent Company shares amounted $530 and $658, respectively (according to its quoted market price in the Tel-Aviv Stock Exchange). During the year ended December 31, 2015, the related unrealized losses derive from the change in the fair value of the Investment in Parent Company totaled $136. During the year ended December 31, 2016, the Company recognized other-than-temporarily impairment loss of investment in Parent Company amounted to $162. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Deficiency [Abstract] | |
STOCKHOLDERS' DEFICIENCY | NOTE 6:- STOCKHOLDERS' DEFICIENCY a. Shares of Common Stock: The shares of Common Stock represent the legal acquirer, meaning OphthaliX's share capital as of the transaction date. Shares of Common Stock confer upon the holders the right to receive notice to participate and vote in the general meetings of the Company and the right to receive dividends, if declared. On July 18, 2013, the Company's stockholders approved a reverse stock split of one share for each four and one-half shares outstanding (1:4.5) (the "Reverse Split") which became effective as of the close of business on August 6, 2013. All shares of Common Stock, warrants, options, per share data and exercise prices included in these consolidated financial statements and notes for all periods presented have been retroactively adjusted to reflect the Reverse Split with respect to the Company's shares of Common Stock. b. Warrants: In contemplation with the Reverse Recapitalization, it was agreed that for each four shares of Common Stock purchased by the investors and Can-Fite, they will be granted by the Company nine warrants to acquire two share of Common Stock of the Company. The exercise price of the warrants is $7.74 per share of Common Stock. The warrants were exercisable for a period of five years from their date of grant. The warrants do not contain nonstandard anti-dilution provisions. All such warrants were expired in November 2016. According to ASC 815-40-15 and 25 instructions, the Company's management evaluated whether the warrants are entitled to the scope exception in ASC 815-10-15-74 (as the warrants meet the definition of a derivative under ASC 815-10-15-83). Based on their straight forward terms (i.e., fix exercise price, no down-round or other provisions that will preclude them from being considered indexed to the Company's own stock), the Company's management concluded the warrants should be classified as equity at inception. In contemplation of the transaction, the Company issued a total of 532,870 fully vested warrants to acquire 118,415 shares of Common Stock to consultants and brokers involved in the transaction. These warrants are exercisable upon the payment of $5.148 per share of Common Stock. As of December 31, 2016 and 2015, the intrinsic value of the Adviser Warrants is $0. Such warrants expired in November 2016. c. Stock option plan and grant: In 2012, the Company's Board of Directors approved the adoption of the 2012 Stock Incentive Plan (the "2012 Plan"). An Israeli annex was subsequently adopted in 2013 to comply with the requirements set by the Israeli law in general and in particular with the provisions of section 102 of the Israeli tax ordinance. Under the 2012 Plan and Israeli annex, the Company may grant its officers, directors, employees and consultants, stock options, restricted stocks and Restricted Stock Units ("RSUs") of the Company. Each Stock option granted shall be exercisable at such times and terms and conditions as the Company's Board of Directors may specify in the applicable option agreement, provided that no option will be granted with a term in excess of 10 years. Upon the adoption of the 2012 Plan, the Company reserved for issuance 1,088,888 shares of Common Stock, $0.001 par value each. As of December 31, 2016, the Company has 971,388 shares of Common Stock available for future grant under the 2012 Plan. During the years ended December 31, 2016 and 2015, the Company did not grant any new stock options. A summary of the Company's options activity for employees under the Company's 2012 Plan is as follows: Year ended December 31, 2016 Description Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at the beginning of year 117,500 7.96 6.8 $ - Outstanding at the end of year 117,500 7.96 5.8 $ - Vested and expected to be vested 117,500 7.96 5.8 $ - Exercisable at the end of the year 117,500 7.96 5.8 $ - As of December 31, 2016, there is no aggregated intrinsic value of outstanding and exercisable options. The aggregate intrinsic value represents the total intrinsic value (the difference between the deemed fair value of the Company's Ordinary Shares on the last day of fiscal 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016. This amount is impacted by the changes in the fair market value of the Company's shares. Stock-based compensation expenses recognized during the years ended December 31, 2016 and 2015 totaled to $3 and $22, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 7:- INCOME TAXES a. Tax rates applicable to the Company: The taxes in the U.S. applying to a Company (incorporated in state of Delaware), consists of a progressive corporate tax at a rate of up to 35% plus state tax and local tax at rates depending on the state and the city in which the company manages its business. In the Company's estimation, it is subject to approximately a 40% tax rate. b. Tax rates applicable to Subsidiary: 1. Taxable income of the Company is subject to the Israeli corporate tax at the rates of 26.5% in 2014 and 2015. 2. On January 5, 2016, the Israeli Parliament officially published the Law for the Amendment of the Israeli Tax Ordinance (Amendment 216), that reduces the standard corporate income tax rate from 26.5% to 25%. 3. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), a reduction of the corporate tax rate in 2017 from 25% to 24%, and in 2018 from 25% to 23%. c. Net operating losses carryforward: The Company is subject to U.S. income taxes. As of December 31, 2016, the Company has net operating loss carryforwards for federal income tax purposes of approximately $2,542 which expire in the years 2019 to 2036. The Company has no operating loss carryforwards for income tax purposes. Utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. The Company's Subsidiary in Israel has estimated accumulated losses for tax purposes as of December 31, 2016, in the amount of approximately $2,696 which may be carried forward and offset against taxable income in the future for an indefinite period. d. Loss before taxes is comprised as follows: Year ended 2016 2015 Domestic $ 579 $ 491 Foreign (Israel) 337 986 $ 916 $ 1,477 e. Deferred taxes: Deferred 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 and its Subsidiary's' deferred tax assets are comprised of operating loss carryforward and other temporary differences. Significant components of the Company and its Subsidiary's deferred tax assets are as follows: December 31, 2016 2015 Operating loss carryforward $ 1,659 $ 1,500 Research and development expenses 695 748 Investment in Parent company 388 337 Deferred tax assets before valuation allowance 2,742 2,585 Valuation allowance (2,742 ) (2,585 ) Net deferred tax asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Management currently believes that since the Company and its Subsidiary have a history of losses it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future. Therefore, the Company has provided valuation allowance in respect of deferred tax assets resulting from operating loss carryforward and other temporary differences. f. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances in respect to deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
Finance Expenses, Net
Finance Expenses, Net | 12 Months Ended |
Dec. 31, 2016 | |
Finance Expenses, Net [Abstract] | |
FINANCE EXPENSES, NET | NOTE 8:- FINANCE EXPENSES, NET Year ended December 31, 2016 2015 Bank fees $ 7 $ 6 Interest expenses 116 86 Impairment loss of investment in Parent Company 162 - Finance expenses, net $ 285 $ 92 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9:- RELATED PARTY TRANSACTIONS The Company has several related party balances and transaction mainly in connection with the License Agreement with the Parent Company (see also Note 1b2). Details of the transactions with related parties are depicted in the following tables: Transactions with related parties: Year ended December 31, 2016 2015 Research and development expenses (1) $ 199 $ 812 General and administrative expenses (1) $ 8 $ 29 Finance expenses, net (1) (2) $ 278 $ 86 Balances with Related Parties: December 31, 2016 2015 Parent Company (1) $ (4,459 ) $ (3,690 ) Investment in Parent Company (2) $ 530 $ 658 Other account payables and accrued expenses (1) $ (175 ) $ (175 ) (1) Related to Service Agreement (see also Note 1b2). (2) Related to Investment in Parent Company (see also Notes 2e and Note 5). |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates: The preparation of consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Financial statements in U.S. dollars | b. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars, the functional and reporting currency of the Company. Although the majority of the Company and its Subsidiary's operations are conducted in Israel, most of their expenses are in U.S dollar. Therefore, the Company's management believes that the U.S dollar is the functional currency of the primary economic environment in which the Company and its Subsidiary operate. Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with ASC 830-10, "Foreign Currency Matters". All transactions gains and losses of the re-measurement of monetary balance sheets items are reflected in the consolidated statements of comprehensive loss as financial income or expenses, as appropriate. |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its Subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash and cash equivalents | d. Cash and cash equivalents: Cash equivalents include short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less from time of deposit. |
Investment in Parent company | e. Investment in Parent Company: The Company’s investment is its Parent Company’s securities are classified as available-for-sale carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity under accumulated other comprehensive income in the consolidated balance sheets. Realized gains and losses on sales of available-for-sale securities are included as financials income, net in the consolidated statements of comprehensive loss. The Company recognizes an impairment charge when a decline in the fair value of its investments in securities is below the cost basis of such securities is judged to be other than temporary. Factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the Company's intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. For securities that are deemed other-than-temporarily impaired, an entity should recognize the difference between the cost basis of the impaired equity security and the fair value on the measurement date, as an other-than-temporarily impairment loss as part of financial income, net in the statement of comprehensive loss. The fair value on measurement date should be considered the equity security’s new cost basis. Unrealized gains and losses previously recorded through OCI, including the tax effects, should also be reversed. The new cost basis should not be changed for subsequent increases in fair value. After an impairment loss is recognized for individual equity securities classified as available for sale, future increases or decreases in fair value (presuming no additional other-than temporarily impairments exist) are included in OCI. During the year ended December 31, 2015, no impairment was recognized. During the year ended December 31, 2016, the Company recognized impairment loss in investment in the Parent Company amounted to $162. |
Research and development expenses | f. Research and development expenses: All research and development costs are charged to the consolidated statements of comprehensive loss, as incurred. |
Accounting for stock-based compensation | g. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" ("ASC 718") which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statements of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the accelerated recognition method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the binomial option pricing-model which requires a number of assumptions, of which the most significant are the expected stock price volatility and the early exercise multiply. Expected volatility was calculated based upon historical volatilities of similar entities in the related sector index. The early exercise multiply is representing the value of the underlying stock as a multiple of the exercise price of the option which, if achieved, results in exercise of the option. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Basic and diluted net loss per share | h. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of shares of Common Stock, par value $0.001 per share (the "Common Stock") outstanding during each period. Diluted net loss per share is computed based on the weighted average number of shares of Common Stock outstanding during each period, plus dilutive potential Common Stock considered outstanding during the period, in accordance with ASC topic 260, "Earnings Per Share" ("ASC 260"). The total weighted average number of shares related to all outstanding warrants and options excluded from the calculations of diluted net loss per share due to their anti-dilutive effect for the years ended December 31, 2016 and 2015, respectively. |
Income taxes | i. Income taxes: The Company and its Subsidiary account for income taxes and uncertain tax positions in accordance with ASC 740, "Income Taxes" ("ASC 740"). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on the differences between 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 and its Subsidiary provide a full valuation allowance, to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. The Company implements a two-step approach to recognize and to measure uncertain tax positions in accordance with ASC 740. 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, 2016 and 2015, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. |
Concentrations of credit risk | j. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and the Company’s investment in Parent Company securities. Cash and cash equivalents are deposited with a major bank in Israel. Such cash and cash equivalents and short-term bank deposits may be in excess of insured limits and are not insured in other jurisdictions. The Company's management believes that the financial institution that holds the Company's investments is an institution with high credit standing, and accordingly, minimal credit risk exists with respect to these investments. |
Fair value of financial instruments | k. Fair value of financial instruments: The Company adopted ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to release a liability in an orderly transaction between market participants. 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. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. 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, investment in Parent Company, prepaid expenses and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Embedded derivative related to Service Agreement is classified within Level 3 because it is valued using valuation techniques. Some of the inputs to these models are unobservable in the market and are significant. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Summary of financial assets and liabilities measured at fair value on recurring basis | December 31, 2016 Fair value measurements Description Fair Value Level 1 Level 2 Level 3 Investment in Parent Company $ 530 $ 530 $ - $ - Total Financial Assets, net $ 530 $ 530 $ - $ - December 31, 2015 Fair value measurements Description Fair Value Level 1 Level 2 Level 3 Investment in Parent Company $ 658 $ 658 $ - $ - Derivative related to Service Agreement *- ) - - *- ) Total Financial Assets, net $ 658 $ 658 $ - $ - |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Deficiency [Abstract] | |
Schedule of stock options activity | Year ended December 31, 2016 Description Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at the beginning of year 117,500 7.96 6.8 $ - Outstanding at the end of year 117,500 7.96 5.8 $ - Vested and expected to be vested 117,500 7.96 5.8 $ - Exercisable at the end of the year 117,500 7.96 5.8 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of loss before taxes | Year ended 2016 2015 Domestic $ 579 $ 491 Foreign (Israel) 337 986 $ 916 $ 1,477 |
Schedule of deferred tax assets | December 31, 2016 2015 Operating loss carryforward $ 1,659 $ 1,500 Research and development expenses 695 748 Investment in Parent company 388 337 Deferred tax assets before valuation allowance 2,742 2,585 Valuation allowance (2,742 ) (2,585 ) Net deferred tax asset $ - $ - |
Finance Expenses , Net (Tables)
Finance Expenses , Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Finance Expenses, Net [Abstract] | |
Schedule of finance expenses, net | Year ended December 31, 2016 2015 Bank fees $ 7 $ 6 Interest expenses 116 86 Impairment loss of investment in Parent Company 162 - Finance expenses, net $ 285 $ 92 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of transactions with related parties | Year ended December 31, 2016 2015 Research and development expenses (1) $ 199 $ 812 General and administrative expenses (1) $ 8 $ 29 Finance expenses, net (1) (2) $ 278 $ 86 (1) Related to Service Agreement (see also Note 1b2). (2) Related to Investment in Parent Company (see also Notes 2e and Note 5). |
Schedule of balances with related parties | December 31, 2016 2015 Parent Company (1) $ (4,459 ) $ (3,690 ) Investment in Parent Company (2) $ 530 $ 658 Other account payables and accrued expenses (1) $ (175 ) $ (175 ) (1) Related to Service Agreement (see also Note 1b2). (2) Related to Investment in Parent Company (see also Notes 2e and Note 5). |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2012 | Nov. 21, 2011 | Dec. 31, 2016 | Dec. 31, 2015 |
General (Textual) | ||||
Common Stock, par value | $ 0.001 | $ 0.001 | ||
Interest rate | 3.00% | |||
Common stock converted to additional payment | 480,022 | |||
License agreement terms | License agreement between the Company and NIH remains in effect, a nonrefundable minimum annual royalty fee and potential future royalties of 4.0% to 5.5% on net sales. | |||
Future additional payments percentage | 2.50% | |||
Total operating expenses | $ 631 | $ 1,385 | ||
Negative operating losses | 29 | |||
Private Placement [Member] | ||||
General (Textual) | ||||
Common stock gross proceeds | $ 3,330 | |||
Exercise price of the warrants | $ 7.74 | |||
Warrant [Member] | ||||
General (Textual) | ||||
Warrants issued to purchase common stock | 1,267,315 | |||
Maximum [Member] | ||||
General (Textual) | ||||
Payment for milestone | 500 | |||
Minimum [Member] | ||||
General (Textual) | ||||
Payment for milestone | 25 | |||
Eye-Fite Ltd [Member] | ||||
General (Textual) | ||||
Issuance of common stock to Can-Fite, shares | 8,000,000 | |||
Common Stock, par value | $ 0.001 | |||
Accrual clinical trials cost | $ 75 | |||
Percentage of sublicensing revenues | 20.00% | |||
Can-Fite [Member] | ||||
General (Textual) | ||||
Common stock shares issued | 480,022 | |||
Exercise price per share | $ 5.148 | |||
Percentage of voting power | 50.00% | |||
Interest rate | 2.50% | |||
Warrants issued to purchase common stock | 1,455,228 | |||
Common stock converted to additional payment | 646,776 | 480,022 | ||
Common stock converted to additional payment, value | $ 2,471 | |||
Ordinary shares held | 446,827 | |||
Percentage of issued and outstanding share capital | 1.60% | |||
Percentage of expenses | 15.00% | |||
Deferred payments | $ 4,459 | |||
Maturity date description | Both letters expired on October 10, 2016. On November 14, 2016 Can-Fite agreed to extend the support letter under the same terms and conditions in order to fund the Company's operations. Such letter expired on February 28, 2017. | |||
Can-Fite [Member] | Private Placement [Member] | ||||
General (Textual) | ||||
Common stock shares issued | 466,139 | |||
Common stock value issued | $ 2,400 | |||
Shares issued | 97,112 | |||
Ordinary shares received | 714,922 | |||
Gross proceeds | $ 500 | |||
Can-Fite [Member] | Warrant [Member] | ||||
General (Textual) | ||||
Common stock converted to additional payment | 281,625 | |||
Warrants exercisable period | 5 years | |||
Exercise price of the warrants | $ 7.74 | |||
Ophthalix [Member] | ||||
General (Textual) | ||||
Accrual clinical trials cost | $ 100 | |||
Investors [Member] | Warrant [Member] | ||||
General (Textual) | ||||
Common stock converted to additional payment | 323,384 | |||
Warrants exercisable period | 5 years | |||
Exercise price of the warrants | $ 7.74 |
Significant Accounting Polici23
Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies (Textual) | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Impairment loss of investment in Parent Company | $ 162 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Parent Company | $ 530 | $ 658 |
Derivative related to Service Agreement | ||
Total Financial Assets, net | 530 | 658 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Parent Company | 530 | 658 |
Derivative related to Service Agreement | ||
Total Financial Assets, net | 530 | 658 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Parent Company | ||
Derivative related to Service Agreement | ||
Total Financial Assets, net | ||
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Parent Company | ||
Derivative related to Service Agreement | ||
Total Financial Assets, net |
Investment in Parent Company (D
Investment in Parent Company (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Investment in Parent Company (Textual) | ||
Investment in Parent Company | $ 530 | $ 658 |
Unrealized gain from investment in Parent company | (34) | 136 |
Impairment loss of investment in Parent Company | $ 162 | |
Can-Fite [Member] | ||
Investment in Parent Company (Textual) | ||
Outstanding ordinary shares | 446,827 | |
Percentage of issued and outstanding share capital | 1.60% |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Shares, Outstanding at the beginning of year | shares | 117,500 |
Number of Shares, Outstanding at the end of year | shares | 117,500 |
Number of Shares, Vested and expected to be vested | shares | 117,500 |
Number of Shares, Exercisable | shares | 117,500 |
Weighted Average Exercise Price, Outstanding at the beginning of year | $ / shares | $ 7.96 |
Weighted Average Exercise Price, Outstanding at the end of year | $ / shares | 7.96 |
Weighted Average Exercise Price, Vested and expected to be vested | $ / shares | 7.96 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 7.96 |
Weighted Average Remaining Contractual Term, Outstanding at the beginning of year (in years) | 6 years 9 months 18 days |
Weighted-Average Remaining Contractual Term (in years), Outstanding at the end of year | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Vested and expected to be vested (in years) | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable (in years) | 5 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding | $ | |
Aggregate Intrinsic Value, Outstanding at the end of year | $ | |
Aggregate Intrinsic Value, Vested and expected to be vested | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Stockholders' Deficiency (Det27
Stockholders' Deficiency (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2012 | Jul. 18, 2013 | Nov. 21, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 |
Share Capital Textual [Abstract] | ||||||
Common shares sold for considertion | 480,022 | |||||
Reserved for issuance, common stock par value | $ 0.001 | $ 0.001 | ||||
Stock based compensation | $ 3 | $ 22 | ||||
2012 Stock Incentive Plan [Member] | ||||||
Share Capital Textual [Abstract] | ||||||
Stock option plan term description | Each Stock option granted shall be exercisable at such times and terms and conditions as the Company's Board of Directors may specify in the applicable option agreement, provided that no option will be granted with a term in excess of 10 years. | |||||
Reserved for issuance, common stock | 1,088,888 | |||||
Reserved for issuance, common stock par value | $ 0.001 | |||||
Common stock available for future grant | 971,388 | |||||
Common Stock [Member] | ||||||
Share Capital Textual [Abstract] | ||||||
Reverse stock split | Stock split of one share for each four and one-half shares outstanding (1:4.5) | |||||
Warrant [Member] | ||||||
Share Capital Textual [Abstract] | ||||||
Warrants issued to purchase common stock | 532,870 | |||||
Common shares sold for considertion | 118,415 | |||||
Exercise price | $ 5.148 | |||||
Stock option plan term description | Contemplation with the Reverse Recapitalization, it was agreed that for each four shares of Common Stock purchased by the investors and Can-Fite, they will be granted by the Company nine warrants to acquire two share of Common Stock of the Company. | |||||
Adivisor warrants | $ 0 | $ 0 | ||||
Warrant [Member] | Can Fite [Member] | ||||||
Share Capital Textual [Abstract] | ||||||
Exercise price of the warrants | $ 7.74 | |||||
Warrants expiration period | 5 years | |||||
Warrants issued to purchase common stock | 1,267,315 | |||||
Common shares sold for considertion | 281,625 |
Income Taxes (Details)
Income Taxes (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2016ILS (₪) | Dec. 31, 2015USD ($) | Dec. 31, 2015ILS (₪) | |
Income Taxes [Abstract] | ||||
Domestic | $ 579 | $ 491 | ||
Foreign (Israel) | ₪ | ₪ 337 | ₪ 986 | ||
Current Income Tax Expense (Benefit) | $ 916 | $ 1,477 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Operating loss carryforward | $ 1,659 | $ 1,500 |
Research and development expenses | 695 | 748 |
Investment in Parent company | 388 | 337 |
Deferred tax assets before valuation allowance | 2,742 | 2,585 |
Valuation allowance | (2,742) | (2,585) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | |||
Net operating loss carryforwards for federal income tax | $ 2,542 | ||
Tax credit carryforward description | 2019 to 2036 | ||
Corporate tax rate | 40.00% | ||
Progressive corporate tax rate | 35.00% | ||
Maximum [Member] | |||
Income Taxes (Textual) | |||
Corporate tax rate | 26.50% | ||
Maximum [Member] | 2017 [Member] | |||
Income Taxes (Textual) | |||
Corporate tax rate | 25.00% | ||
Maximum [Member] | 2018 [Member] | |||
Income Taxes (Textual) | |||
Corporate tax rate | 25.00% | ||
Minimum [Member] | |||
Income Taxes (Textual) | |||
Corporate tax rate | 25.00% | ||
Minimum [Member] | 2017 [Member] | |||
Income Taxes (Textual) | |||
Corporate tax rate | 24.00% | ||
Minimum [Member] | 2018 [Member] | |||
Income Taxes (Textual) | |||
Corporate tax rate | 23.00% | ||
Israel [Member] | |||
Income Taxes (Textual) | |||
Foreign accumulated losses | $ 2,696 | ||
Foreign corporate tax rate | 26.50% | 26.50% |
Finance Expenses , Net (Details
Finance Expenses , Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finance Expenses, Net [Abstract] | ||
Bank fees | $ 7 | $ 6 |
Interest expenses | 116 | 86 |
Impairment loss of investment in Parent Company | 162 | |
Finance expenses, net | $ 285 | $ 92 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Transactions with related parties: | |||
General and administrative expenses | $ 432 | $ 573 | |
Related Parties [Member] | |||
Transactions with related parties: | |||
Research and development expenses | [1] | 199 | 812 |
General and administrative expenses | [1] | 8 | 29 |
Finance expenses, net | [1],[2] | $ 278 | $ 86 |
[1] | Related to Service Agreement (see also Note 1b2). | ||
[2] | Related to Investment in Parent Company (see also Notes 2e and Note 5). |
Related Party Transactions (D33
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Balances with Related Parties: | |||
Parent Company | [1] | $ (4,459) | $ (3,690) |
Investment in Parent Company | [2] | 530 | 658 |
Other account payables and accrued expenses | [1] | $ (175) | $ (175) |
[1] | Related to Service Agreement (see also Note 1b2). | ||
[2] | Related to Investment in Parent Company (see also Notes 2e and Note 5). |