Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Wize Pharma, Inc. |
Entity Central Index Key | 1,218,683 |
Trading Symbol | WIZP |
Amendment Flag | false |
Document Type | S1 |
Document Period End Date | Sep. 30, 2017 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 11 | $ 13 | $ 42 | |
Investment in Parent Company | 383 | 530 | 658 | |
Other accounts receivable | 7 | |||
Prepaid expenses | 7 | |||
Total current assets | 394 | 550 | 700 | |
Total assets | 394 | 550 | 700 | |
CURRENT LIABILITIES: | ||||
Related company | 4,942 | 4,459 | 3,690 | |
Other accounts payable and accrued expenses | 214 | 251 | 291 | |
Total current liabilities | 5,156 | 4,710 | 3,981 | |
NON-CURRENT LIABILITIES: | ||||
Derivative related to Service Agreement | [1] | |||
Share capital | ||||
Preferred Stock - Authorized: 1,000,000 shares at September 30, 2017 (unaudited) and December 31, 2016; Issued and outstanding: 0 shares at September 30, 2017 (unaudited) and December 31, 2016 | ||||
Common Stock of $0.001 par value - Authorized: 100,000,000 shares at September 30, 2017 (unaudited) and December 31, 2016; Issued and outstanding: 10,441,251 shares at September 30, 2017 (unaudited) and December 31, 2016 | 10 | 10 | 10 | |
Additional paid-in capital | 5,519 | 5,519 | 5,516 | |
Accumulated other comprehensive loss | (34) | |||
Accumulated deficit | (10,291) | (9,689) | (8,773) | |
Total stockholders' deficiency | (4,762) | (4,160) | (3,281) | |
Total liabilities and stockholders' deficiency | $ 394 | $ 550 | $ 700 | |
[1] | Represents an amount lower than $1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock shares issued | 10,441,251 | 10,441,251 | 10,441,251 |
Common Stock, shares outstanding | 10,441,251 | 10,441,251 | 10,441,251 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | ||||||
Research and development | $ 2 | $ 30 | $ 11 | $ 158 | $ 199 | $ 812 |
General and administrative | 126 | 185 | 342 | 293 | 432 | 573 |
Total operating expenses | 128 | 215 | 353 | 451 | 631 | 1,385 |
Financial expenses, net | 44 | 29 | 249 | 88 | 285 | 92 |
Net loss | $ 172 | $ 244 | $ 602 | $ 539 | $ 916 | $ 1,477 |
Net loss per share: | ||||||
Basic and diluted loss per share | $ 0.02 | $ 0.02 | $ 0.06 | $ 0.05 | $ 0.09 | $ 0.14 |
Weighted average number of Common Stocks used in computing basic and diluted net loss per share | 10,441,251 | 10,441,251 | 10,441,251 | 10,441,251 | 10,441,251 | 10,441,251 |
Available-for-sale investments: | ||||||
Changes in net unrealized (gain) loss from investment in Parent Company | $ (7) | $ 62 | $ (34) | $ 136 | ||
Total other comprehensive loss | (7) | 62 | (34) | 136 | ||
Comprehensive loss | $ 172 | $ 237 | $ 602 | $ 601 | $ 882 | $ 1,613 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficiency - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance | $ (4,160) | $ (3,281) | $ (3,281) | $ (1,690) | ||
Stock-based compensation | 3 | 3 | 22 | |||
Unrealized loss from investment in Parent Company | (62) | 34 | (136) | |||
Net loss | (172) | (244) | (602) | (539) | (916) | (1,477) |
Balance | (4,762) | (3,879) | (4,762) | (3,879) | (4,160) | (3,281) |
Common Stock | ||||||
Balance | $ 10 | $ 10 | $ 10 | $ 10 | ||
Balance, Shares | 10,441,251 | 10,441,251 | 10,441,251 | 10,441,251 | ||
Stock-based compensation | ||||||
Unrealized loss from investment in Parent Company | ||||||
Net loss | ||||||
Balance | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 |
Balance, Shares | 10,441,251 | 10,441,251 | 10,441,251 | 10,441,251 | 10,441,251 | 10,441,251 |
Additional paid-in capital | ||||||
Balance | $ 5,519 | $ 5,516 | $ 5,516 | $ 5,494 | ||
Stock-based compensation | 3 | 3 | 22 | |||
Unrealized loss from investment in Parent Company | ||||||
Net loss | ||||||
Balance | $ 5,519 | $ 5,519 | 5,519 | 5,519 | 5,519 | 5,516 |
Accumulated deficit | ||||||
Balance | (9,689) | (8,773) | (8,773) | (7,296) | ||
Stock-based compensation | ||||||
Unrealized loss from investment in Parent Company | ||||||
Net loss | (602) | (539) | (916) | (1,477) | ||
Balance | (10,291) | (9,312) | (10,291) | (9,312) | (9,689) | (8,773) |
Accumulated other comprehensive loss | ||||||
Balance | (34) | (34) | 102 | |||
Stock-based compensation | ||||||
Unrealized loss from investment in Parent Company | (62) | 34 | (136) | |||
Net loss | ||||||
Balance | $ (96) | $ (96) | $ (34) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Cash flows from operating activities: | ||||||||
Net loss | $ (172) | $ (244) | $ (602) | $ (539) | $ (916) | $ (1,477) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Stock-based compensation | 3 | 3 | 22 | |||||
Depreciation | [1] | [1] | 1 | |||||
Decrease (increase) in other accounts receivable | 12 | 7 | (11) | |||||
Decrease in other account payables and accrued expenses | (29) | 114 | (37) | 22 | (40) | 45 | ||
Impairment loss of investment in Parent Company | 10 | 147 | 162 | |||||
Increase in Parent Company | 184 | 107 | 483 | 498 | 769 | 1,233 | ||
Decrease (increase) in prepaid expenses | (7) | 209 | ||||||
Changes in fair value of the derivative related to service agreement | [1] | |||||||
Net cash provided by (used in) operating activities | (7) | (11) | (2) | (27) | (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 | ||||||||
Change in cash and cash equivalents | (7) | (11) | (2) | (27) | (29) | 33 | ||
Cash and cash equivalents at the beginning of the period | 18 | 26 | 13 | 42 | 42 | 9 | ||
Cash and cash equivalents at the end of the period | $ 11 | $ 15 | $ 11 | $ 15 | $ 13 | $ 42 | ||
[1] | Represents an amount lower than $1 |
General
General | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
General [Abstract] | ||
GENERAL | NOTE 1:- GENERAL a. Wize Pharma, Inc. (formerly OphthaliX Inc.) (the “Company”), 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. 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 was signed on May 21, 2017. For more information regarding the Merger Agreement refer also to Note 1d. 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) 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 was $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 September 30, 2017, the Company holds 446,827 Can-Fite ordinary shares, representing approximately 1.35% 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 was $7.74 per share. The Warrants were exercisable for a period of five years from their date of grant and did not contain any non- standard anti-dilution provisions. The Warrants expired on November 20, 2016. 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 to 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 September 30, 2017, 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, the Company 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). Such right has been expired. c. During the nine months’ period ended September 30, 2017, the Company incurred operating losses and has accumulated deficit as of September 30, 2017 amounting to $353 and $10,291, 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. Such letter expired on October 10, 2016 but was extended on November 14, 2016 by Can-Fite under the same terms and conditions in order to fund the Company’s operations. Such letter shall expire on the earlier of (1) completion of signed reverse merger transaction as described in note 1a above, or (2) decision of the Company to cease any action in relation to such merger, or (3) February 28, 2017. Deferred payments under the Services Agreement are currently due. As of September 30, 2017, the deferred payments to Can-Fite totaled $4,942. Such deferred payments will be waived by Can-Fite upon the closing of the merger transaction with Wize (see also Note 1d). 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. d. On May 21, 2017, the Company, Wize, Bufiduck Ltd., a company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company (“Merger Sub”), entered into an agreement and plan of merger (as may be amended from time to time, the “Merger Agreement”) that provides for, among other things, the merger of Merger Sub with and into Wize, with Wize continuing as the surviving entity and becoming a wholly owned subsidiary of the Company, on the terms and conditions set forth in the Merger Agreement (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Wize common stock that is issued and outstanding will be automatically cancelled and converted into the right to receive that number of validly issued, fully paid and non-assessable shares of Company common stock equal to an initial exchange ratio of 5.3681 shares of Company common stock for each one Wize ordinary share (as may be adjusted, the “Exchange Ratio”). To that end, as a result a private placement conducted by Wize, the Exchange Ratio adjusted to 4.1781 shares of Company common stock for each one Wize ordinary share. Each convertible note or loan to purchase Wize ordinary shares existing at the time of the Merger Agreement (the “Convertible Loans”) will constitute a convertible note to purchase the number of shares of Company common stock equal to the number of Wize ordinary shares that were subject to a Convertible Loan immediately prior to the Effective Time multiplied by the Exchange Ratio at a proportionally adjusted conversion price. In this respect, it was further agreed that the conversion of all or part of such Convertible Loans (including future investment rights to the holders thereof upon such conversion (the “Future Investment Rights”) and the shares issuable upon exercise of the Future Investment Rights), whether before or after the Effective Time, shall not modify the Exchange Ratio. Consummation of the Merger is subject to certain closing conditions, including, among other things, (i) the effectiveness of a registration statement on Form S-4, including a proxy statement and prospectus, (ii) approval by the stockholders of the Company and shareholders of Wize, (iii) as of the earlier of the Effective Time or August 30, 2017, Wize shall have available cash and cash equivalents of at least NIS 1,000,000, (iv) the Company has no liabilities as of the Effective Time (including any indebtedness owed to Can-Fite), and (v) receipt by Wize an interim tax pre-ruling from the Israeli Tax Authority. | NOTE 1:- GENERAL a. Wize Pharma, Inc. (formerly OphthaliX Inc.) (the “Company”), 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, the Company 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. |
Unaudited Condensed Financial S
Unaudited Condensed Financial Statements | 9 Months Ended |
Sep. 30, 2017 | |
Unaudited Condensed Financial Statements [Abstract] | |
UNAUDITED CONDENSED FINANCIAL STATEMENTS | NOTE 2:- UNAUDITED CONDENSED FINANCIAL STATEMENTS The unaudited Condensed Consolidated Financial Statements of Wize Pharma, Inc. (formerly OphthaliX Inc.) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheets as of December 31, 2016, included herein were derived from the audited consolidated financial statements for the year ended December 31, 2016. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the nine months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or any future period. The information included in this interim report should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates under different assumptions or conditions. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2016 are applied consistently in these condensed financial statements. For further information, refer to the consolidated financial statements as of December 31, 2016. |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 3:- FAIR VALUE MEASUREMENTS The following table provides information by value level for financial assets that are measured at fair value, as defined by ASC 820, on a recurring basis, as of September 30, 2017 and December 31, 2016. September 30, 2017 Fair value measurements Description Fair Value Level 1 Level 2 Level 3 Unaudited Investment in Parent Company $ 383 $ 383 $ - $ - Total Financial Assets, net $ 383 $ 383 $ - $ - 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 $ - $ - | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Deficiency [Abstract] | ||
STOCKHOLDERS' DEFICIENCY | NOTE 4:- STOCKHOLDERS’ DEFICIENCY a. Shares of Common Stock: The shares of Common Stock represent the legal acquirer, meaning the Company’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 of 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 shares 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 did not contain nonstandard anti-dilution provisions. In November 2016, all such warrants expired. 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 were exercisable upon the payment of $5.148 per share of Common Stock. In November 2016, all such warrants expired. 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 September 30, 2017, the Company has 971,388 shares of Common Stock available for future grant under the 2012 Plan. During the nine months’ periods ended September 30, 2017 and 2016, no stock options have been granted. The below is a summary of the Company’s options activity for employees under Company’s 2012 Plan: Nine months ended September 30, 2017 Description Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of January 1, 2017 117,500 7.96 5.8 $ - Outstanding as of September 30, 2017 117,500 7.96 5.2 $ - Vested and expected to be vested 117,500 7.96 5.2 $ - Exercisable as of September 30, 2017 117,500 7.96 5.2 $ - As of September 30, 2017, 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 the third quarter of 2017 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 September 30, 2017. This amount is impacted by the changes in the fair market value of the Company’s shares. Stock-based compensation expenses recognized during the nine months’ periods ended September 30, 2017 and 2016 totaled to $0 and $3, respectively. | NOTE 11:- SHAREHOLDERS’ DEFICIT a. The Ordinary Shares confer upon their holders the right to participate and vote in general shareholder meetings of the Company and to share in the distribution of dividends, if any, declared by the Company, and rights to receive a distribution of assets upon liquidation. b. On January 18, 2015, and in accordance with the Company’s Creditors’ Agreement approved on December 4, 2014, a reverse share split was carried out for the Company’s issued and outstanding capital in such a manner that each 1,000 shares with no par value each were consolidated into one share with no par value each. Furthermore, and subject to the terms of the Creditors’ Arrangement, the Company’s authorized share capital was changed to 1,000,000,000 Ordinary Shares with no par value each. All Ordinary Shares and options to purchase Ordinary Shares and loss per share amounts have been adjusted to give retroactive effect to this reverse share split for all periods presented in these consolidated financial statements. Any fractional shares resulting from the reverse share split were rounded up to the nearest whole share. c. Issuance of shares: 1. As part of the actions taken to complete the Creditors’ Agreement, on February 15, 2015, and after receiving the approval of the Tel-Aviv Stock Exchange (“TASE”) general manager from February 12, 2015 for registration of the following securities for trade, the Company allocated 16,615,368 Ordinary Shares with no par value, constituting 99.9% of the Company’s issued and outstanding capital as of that date. 2. On June 11, 2015, after receiving TASE approval, 873,526 Ordinary Shares were allocated to an unrelated third party in connection with the Company’s entering into the License Agreement. For further details, see also Note 4 above. d. In connection with the Creditors’ Arrangement, on February 15, 2015, the Company issued 16,615,384 ordinary shares, in the aggregate, to Ridge, Zrachia, Arazi and Bramli (together with Ridge, Zrachia and Arazi, the “2015 Investors”), in exchange for their purchase of the public shell for NIS 1,800,000 (approximately $463). In addition, on April 7, 2015, for no consideration, the 2015 Investors provided to the Company an amount of NIS 4,056,000 (approximately $1,044) in cash. e. Regarding the Right to Future Investment in the Company, see also Note 4 above. f. Treasury shares: The Company has a negligible number and rate of shares from the issued capital (after the reverse share split as detailed in Note 11b) originating from purchases prior to the Creditors’ Arrangement, the accumulated cost of which amounted to $747. g. Stock based-compensation: As of August 20, 2015, the Company’s Board of Directors authorized through its 2015 Incentive Option Plan (the “2015 Plan”), the grant of options to officers, directors, advisors, management and other key employees. The Company reserved for grants of options up to 2,000,000 of the Company’s Ordinary Shares. The exercise price and the vesting schedule of the options granted will be subject to the Company’s Board of Directors discretion and expire 2 years after the ending of the vesting schedule on each batch. As of December 31, 2016, 975,000 options are available for future grants under 2015 Plan. Upon the Merger closing (see also Note 14e), all the outstanding options under 2015 Plan will be cancelled. During the period from the completion of the Creditors’ Arrangement until December 31, 2016, the Company had three share-based compensation arrangements with employees and executives, as described below: 1. On September 30, 2015, the Company’s general meeting approved allocation of 335,000 options to two senior Company officers. Each option may be exercised into one Ordinary Share for an exercise price of NIS 4. The options will be vested each quarter in eight equal batches and will be expired two years after each batch vested. The fair value of the benefit embodied in each option upon granting was estimated at NIS 0.27 by an external appraiser, based on the binomial model for option pricing. The total compensation expenses of NIS 90,000 (approximately $23 as of the grant date) is recorded as expenses over the vesting period. 2. On October 26, 2015, the Company’s Board of Directors approved allocation of 430,000 options to certain employees. Each option may be exercised into one Ordinary Share for an exercise price of NIS 4. The option will be vested each quarter in eight equal batches and will be expired two years after each batch vests. The fair value of the benefit embodied in each option upon granting was estimated at NIS 0.17 by an external appraiser, based on the binomial model for option pricing. The total compensation expenses of NIS 74,000 (approximately $19 as of the grant date) is recorded as expenses over the vesting period. On June 27, 2016, 35,000 options were forfeited and 5,000 options expired. 3. On November 23, 2016, the Company’s general meeting approved allocation of 150,000 options as Series 1 and 150,000 options as Series 2, to the Chairman of the Company’s Board of Directors (“Chairman”). 135,000 Series 1 options shall be vested and be exercisable into 135,000 Ordinary Shares on the date of the general meeting said approval such grant and 15,000 Series 1 options shall be vested at March 31 2017. The option of Series 1 has contractual life of two years from the end of the vesting period. The exercise price of each Series 1 option is NIS 0.5. The aforementioned 135,000 options of Series 1 constituted the repayment of a financial liability at the grant date toward the Chairman for regular remuneration for 2016. The Series 2 options shall be vested and be exercisable, on a quarterly basis in eight equal batches from approval date of the grant. The Series 2 options have a contractual life of two years from the end of the vesting period. The exercise price of each option of Series 2 is NIS 1. The fair value of the benefit of each option of Series 1 and 2 was estimated at NIS 1 by an external appraiser, based on the binomial model for option pricing. The total compensation expenses of NIS 310,000 (approximately $80 as of the grant date) is recorded as expenses over the vesting period. The Company estimates the fair value of stock options granted using the binominal model which requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatilities of the Company on a weekly basis since the marketability of the Company is less than the expected option term. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. The fair value for options granted in 2016 and 2015 to employees and directors of the Company was estimated at the date of grant using a binominal model with the following weighted average assumptions: 2016 2015 Dividend yield 0% 0% Expected volatility 86.16% 39.79%-43.81% Risk-free interest 0.43%-1.03% 0.07%-0.75% Expected life (years) 2.00-4.00 2.26-4.00 A summary of the Company’s options activity for employees and director under the Company’s 2015 Plan is as follows: Year ended December 31, 2015 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year - $ - - Granted 375,000 1.04 Options outstanding at end of year 375,000 $ 1.04 2.89 Options vested and expected to be vested 375,000 $ 1.04 2.89 Year ended December 31, 2016 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year 375,000 $ 1.04 2.89 Granted 300,000 0.19 Forfeited (35,000 ) 1.04 Expired (5,000 ) 1.04 Options outstanding at end of year 635,000 $ 0.64 2.16 Options vested and expected to be vested 635,000 $ 0.64 2.16 Options exercisable at end of year 302,500 $ 0.63 1.61 As of December 31, 2016, the aggregated intrinsic value of outstanding and exercisable options is $44 and $29, respectively. 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 value of the Company’s shares. h. The Company granted options to certain non-employees under the Company’s 2015 Plan and accounted for these options in accordance with ASC 505-50. The outstanding options granted to the Company’s non-employees are as follows: Grant date Number of options Exercise price Expiration date October 26, 2015 390,000 $ 1.03 February 1, 2018 - November 1, 2019 390,000 i. The stock-based compensation expense amounting to $65 and $11 during the years ended December 31, 2016 and 2015 was recognized as part of general and administrative expenses in the consolidated statements of comprehensive loss. As of December 31, 2016, the total unrecognized estimated compensation cost related to non-vested stock options granted to employees, director and non-employees is $41, which is expected to be recognized over a weighted average period of approximately 1.59 years. The weighted average grant date fair value of options granted during the years ended December 31, 2016 and 2015 was $0.27 and $0.05, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 9:- TAXES ON INCOME a. Tax rates applicable to the Company and its Subsidiary: 1. Taxable income of the Company is subject to a corporate tax rate in Israel as follow: 2015 - 26.5% and 2016 - 25%. 2. On January 4, 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), 2016 which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018 and thereafter. The change has no impact of the consolidated financial statements. b. Net operating losses carry forward: The Company and its Subsidiary have accumulated losses for tax purposes as of December 31, 2016 in the amount of approximately $5,159 and $32, respectively, which may be carried forward and offset against taxable income in the future for an indefinite period. c. As of December 31, 2016, the Company has final tax assessments for the tax years up to and including the 2011 tax year. d. Loss before taxes on income consists of the following: December 31, 2016 2015 Company $ 1,034 $ 1,855 Subsidiary 106 - $ 1,139 $ 1,855 e. Deferred income 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. Significant components of the Company’s deferred tax assets are as follows: December 31, 2016 2015 Deferred tax assets: Operating loss carry forward $ 1,194 $ 1,154 Reserves and allowances 4 - Research and development 30 - Net deferred tax asset before valuation allowance 1,228 1,154 Valuation allowance (1,228 ) (1,154 ) 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. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2016 and 2015. f. Below is the reconciliation between the “theoretical” tax expense, assuming that all the income was taxed at the regular tax rate applicable to companies in Israel and the taxes recorded in the statements of comprehensive loss in the reporting year: Year ended 2016 2015 Loss before taxes on income, as reported in the statements of comprehensive loss 1,141 1,855 Theoretical tax benefit on this loss 285 492 Expenses not deductible for tax purposes (66 ) (325 ) Increase in taxes resulting mainly from taxable losses in the reported year for which no deferred tax assets were recognized (219 ) (167 ) Tax benefit - - |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5:- 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: Nine months ended September 30, Three months ended September 30, 2017 2016 2017 2016 Research and development expenses (1) $ 10 $ 157 $ 1 $ 30 General and administrative expenses (1) $ *) $ 6 $ *) $ 1 Finance expenses, net (1) (2) $ 98 $ 85 $ 65 $ 30 *) Representing an amount less than $1 Balances with Related Parties: September 30, December 31, 2017 2016 Parent Company (1) $ (4,942 ) $ (4,459 ) Investment in Parent Company (2) $ 383 $ 530 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. | 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 Polici17
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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | ||
Summary of financial assets and liabilities measured at fair value on recurring basis | September 30, 2017 Fair value measurements Description Fair Value Level 1 Level 2 Level 3 Unaudited Investment in Parent Company $ 383 $ 383 $ - $ - Total Financial Assets, net $ 383 $ 383 $ - $ - 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, 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Deficiency [Abstract] | ||
Schedule of stock options activity | Nine months ended September 30, 2017 Description Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of January 1, 2017 117,500 7.96 5.8 $ - Outstanding as of September 30, 2017 117,500 7.96 5.2 $ - Vested and expected to be vested 117,500 7.96 5.2 $ - Exercisable as of September 30, 2017 117,500 7.96 5.2 $ - | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Schedule of transactions with related parties | Nine months ended September 30, Three months ended September 30, 2017 2016 2017 2016 Research and development expenses (1) $ 10 $ 157 $ 1 $ 30 General and administrative expenses (1) $ *) $ 6 $ *) $ 1 Finance expenses, net (1) (2) $ 98 $ 85 $ 65 $ 30 *) Representing an amount less than $1 | 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 | September 30, December 31, 2017 2016 Parent Company (1) $ (4,942 ) $ (4,459 ) Investment in Parent Company (2) $ 383 $ 530 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. | 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 | May 21, 2017 | Nov. 21, 2011 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
General (Textual) | |||||||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock shares issued | 5.3681 | ||||||||
Interest rate | 3.00% | 3.00% | 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. | 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 | $ 128 | $ 215 | $ 353 | $ 451 | $ 631 | $ 1,385 | |||
Negative operating losses | 29 | ||||||||
Accumulated deficit | (10,291) | $ (10,291) | (9,689) | $ (8,773) | |||||
Merger description | (i) The effectiveness of a registration statement on Form S-4, including a proxy statement and prospectus, (ii) approval by the stockholders of the Company and shareholders of Wize, (iii) as of the earlier of the Effective Time or August 30, 2017, Wize shall have available cash and cash equivalents of at least NIS 1,000,000, (iv) the Company has no liabilities as of the Effective Time (including any indebtedness owed to Can-Fite), and (v) receipt by Wize an interim tax pre-ruling from the Israeli Tax Authority. | ||||||||
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 | 500 | |||||||
Minimum [Member] | |||||||||
General (Textual) | |||||||||
Payment for milestone | $ 25 | 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% | ||||||||
Future additional payments percentage | 2.50% | ||||||||
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 | 480,022 | ||||||
Common stock converted to additional payment, value | $ 2,471 | $ 2,471 | |||||||
Ordinary shares held | 446,827 | 446,827 | |||||||
Percentage of issued and outstanding share capital | 1.35% | 1.60% | |||||||
Percentage of expenses | 15.00% | 15.00% | |||||||
Deferred payments | $ 4,942 | $ 4,942 | $ 4,459 | ||||||
Maturity date description | Such letter expired on October 10, 2016 but was extended on November 14, 2016 by Can-Fite under the same terms and conditions in order to fund the Company's operations. Such letter shall expire on the earlier of (1) completion of signed reverse merger transaction as described in note 1a above, or (2) decision of the Company to cease any action in relation to such merger, or (3) February 28, 2017. | 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. | |||||||
Warrants expiration date | Nov. 20, 2016 | ||||||||
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 | ||||||||
2017 PIPE one (Member) | |||||||||
General (Textual) | |||||||||
Common stock shares issued | 4.1781 |
Significant Accounting Polici24
Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2015 | |
Significant Accounting Policies (Textual) | |||
Common Stock, par value | $ 0.001 | $ 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 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment in Parent Company | $ 383 | $ 530 | $ 658 |
Derivative related to Service Agreement | |||
Total Financial Assets, net | 383 | 530 | 658 |
Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment in Parent Company | 383 | 530 | 658 |
Derivative related to Service Agreement | |||
Total Financial Assets, net | 383 | 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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investment in Parent Company (Textual) | ||||||
Investment in Parent Company | $ 383 | $ 383 | $ 530 | $ 658 | ||
Unrealized gain from investment in Parent company | $ 62 | (34) | 136 | |||
Impairment loss of investment in Parent Company | $ 10 | $ 147 | $ 162 | |||
Can-Fite [Member] | ||||||
Investment in Parent Company (Textual) | ||||||
Outstanding ordinary shares | 446,827 | 446,827 | ||||
Percentage of issued and outstanding share capital | 1.35% | 1.60% |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) - Employee Stock Option [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Shares, Outstanding at the beginning of year | 117,500 | 117,500 |
Number of Shares, Outstanding at the end of year | 117,500 | 117,500 |
Number of Shares, Vested and expected to be vested | 117,500 | 117,500 |
Number of Shares, Exercisable | 117,500 | 117,500 |
Weighted Average Exercise Price, Outstanding at the beginning of year | $ 7.96 | $ 7.96 |
Weighted Average Exercise Price, Outstanding at the end of year | 7.96 | 7.96 |
Weighted Average Exercise Price, Vested and expected to be vested | 7.96 | 7.96 |
Weighted Average Exercise Price, Exercisable | $ 7.96 | $ 7.96 |
Weighted Average Remaining Contractual Term, Outstanding at the beginning of year (in years) | 5 years 9 months 18 days | 6 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Vested and expected to be vested (in years) | 5 years 2 months 12 days | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable (in years) | 5 years 2 months 12 days | 5 years 9 months 18 days |
Weighted-Average Remaining Contractual Term (in years), Outstanding at the end of year | 5 years 2 months 12 days | 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 (Det28
Stockholders' Deficiency (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 18, 2013 | Nov. 21, 2011 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | 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 | $ 0.001 | $ 0.001 | |||||
Common stock available for future grant | 971,388 | 971,388 | |||||||
Stock based compensation | $ 3 | $ 3 | $ 22 | ||||||
2012 Stock Incentive Plan [Member] | |||||||||
Share Capital Textual [Abstract] | |||||||||
Reserved for issuance, common stock | 1,088,888 | 1,088,888 | 1,088,888 | ||||||
Reserved for issuance, common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock available for future grant | 971,388 | 971,388 | 971,388 | ||||||
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. | ||||||||
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] | |||||||||
Exercise price of the warrants | $ 7.74 | $ 7.74 | |||||||
Warrants expiration period | 5 years | 5 years | |||||||
Common shares sold for considertion | 118,415 | 118,415 | |||||||
Exercise price | $ 5.148 | $ 5.148 | $ 5.148 | ||||||
Warrants issued to purchase common stock | 532,870 | 532,870 | |||||||
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 |
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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | 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 | $ 10 | $ 147 | 162 | |||
Financial expenses, net | $ 44 | $ 29 | $ 249 | $ 88 | $ 285 | $ 92 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||||
Transactions with related parties: | |||||||||||||
General and administrative expenses | $ 126 | $ 185 | $ 342 | $ 293 | $ 432 | $ 573 | |||||||
Related Parties [Member] | |||||||||||||
Transactions with related parties: | |||||||||||||
Research and development expenses | [1] | 1 | 30 | 10 | 157 | 199 | 812 | ||||||
General and administrative expenses | [1] | [2] | 1 | [2] | 6 | 8 | 29 | ||||||
Finance expenses, net | [1] | $ 65 | [3] | $ 30 | [3] | $ 98 | [3] | $ 85 | [3] | $ 278 | [4] | $ 86 | [4] |
[1] | Related to Service Agreement (see also Note 1b2). | ||||||||||||
[2] | Representing an amount less than $1 | ||||||||||||
[3] | Related to Investment in Parent Company. | ||||||||||||
[4] | Related to Investment in Parent Company (see also Notes 2e and Note 5). |
Related Party Transactions (D34
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Balances with Related Parties: | |||||||
Parent Company | [1] | $ (4,942) | $ (4,459) | $ (3,690) | |||
Investment in Parent Company | 383 | [2] | 530 | [3] | 658 | [3] | |
Other account payables and accrued expenses | [1] | $ (175) | $ (175) | $ (175) | |||
[1] | Related to Service Agreement (see also Note 1b2). | ||||||
[2] | Related to Investment in Parent Company. | ||||||
[3] | Related to Investment in Parent Company (see also Notes 2e and Note 5). |