Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 28, 2018 | Jun. 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 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 945,458 | ||
Entity Common Stock, Shares Outstanding | 4,925,742 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 215 | $ 28 |
Restricted bank deposit | 12 | 10 |
Marketable equity securities (Note 3) | 323 | |
Other current assets (Note 4) | 40 | 29 |
Total current assets | 590 | 67 |
PROPERTY AND EQUIPMENT, NET | 5 | 2 |
TOTAL ASSETS | 595 | 69 |
CURRENT LIABILITIES: | ||
Trade payables | 43 | 13 |
Other accounts payable (Note 7) | 196 | 214 |
Current portion of license purchase obligation (Note 6) | 250 | 150 |
Derivative liability for right to future investment (Note 8) | 34 | |
Convertible loan, net (Note 8) | 3,204 | 289 |
Loans from controlling stockholder (Note 9) | 117 | |
Total current liabilities | 3,693 | 817 |
LICENSE PURCHASE OBLIGATION, NET (Note 6) | 83 | |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
STOCKHOLDERS' DEFICIT (Note 12): | ||
Preferred Stock, with $0.001 par value per share - Authorized: 1,000,000 shares at December 31, 2017 and 2016; Issued and outstanding: 0 shares at December 31, 2017 and 2016 | ||
Common Stock, with $0.001 par value per share - 500,000,000 and 100,000,000 shares authorized at December 31, 2017 and 2016, respectively; 4,350,608 and 3,023,043 shares issued and outstanding at December 31, 2017 and 2016, respectively | 4 | 3 |
Additional paid- in capital | 23,397 | 23,391 |
Treasury shares | (747) | |
Accumulated other comprehensive income (loss) | (47) | 5 |
Accumulated deficit | (26,452) | (23,483) |
Total stockholders' deficit | (3,098) | (831) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 595 | $ 69 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 100,000,000 |
Common stock shares issued | 4,350,608 | 3,023,043 |
Common stock, shares outstanding | 4,350,608 | 3,023,043 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||
Research and development expenses | $ 450 | $ 240 |
General and administrative expenses (Note 13a) | 1,031 | 794 |
Operating loss | 1,481 | 1,034 |
Financial expense, net (Note 13b) | 1,485 | 105 |
Net loss | 2,966 | 1,139 |
Addition to net loss | ||
Deemed dividend with respect to repurchase the right for future investment | 3 | |
Net loss applicable to Common stockholders | 2,969 | 1,139 |
Other comprehensive (income) loss: | ||
Foreign currency translation adjustments | 78 | (3) |
Changes in unrealized gains on marketable equity securities | (26) | |
Other comprehensive (income) loss | 52 | (3) |
Comprehensive loss | $ 3,021 | $ 1,136 |
Basic and diluted net loss per share | $ 0.86 | $ 0.38 |
Weighted average number of shares of common stock used in computing basic and diluted net loss per share | 3,438,842 | 3,022,906 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Treasury shares | Accumulated other comprehensive lincome (loss) | Accumulated deficit | Total | |
Balance at Dec. 31, 2015 | $ 3 | $ 23,080 | $ (747) | $ 2 | $ (22,344) | $ (6) | |
Balance, Shares at Dec. 31, 2015 | 3,023,043 | ||||||
Beneficial conversion feature in respect to convertible loan | 246 | 246 | |||||
Beneficial conversion feature in respect to convertible loan, Shares | |||||||
Stock-based compensation | 65 | 65 | |||||
Changes in unrealized gains on marketable equity securities | |||||||
Other comprehensive income | 3 | 3 | |||||
Net loss | (1,139) | (1,139) | |||||
Balance at Dec. 31, 2016 | $ 3 | 23,391 | (747) | 5 | (23,483) | (831) | |
Balance, Shares at Dec. 31, 2016 | 3,023,043 | ||||||
Beneficial conversion feature in respect to convertible loan | 811 | 811 | |||||
Beneficial conversion feature in respect to convertible loan, Shares | |||||||
Classification of derivative liability for right to future investment into equity | 280 | 280 | |||||
Issuance of units consisting of common stock and detachable warrants, net of issuance costs | $ 1 | 965 | 966 | ||||
Issuance of units consisting of common stock and detachable warrants, net of issuance costs, Shares | 860,987 | ||||||
Exercise of options into common stock | [1] | 21 | 21 | ||||
Exercise of options into common stock, Shares | 31,439 | ||||||
Cancellation of treasury shares with respect to reverse recapitalization | (747) | 747 | |||||
Cancellation of treasury shares with respect to reverse recapitalization, Shares | |||||||
Shares issued with respect to reverse recapitalization (Notes 1d and 12e) | [1] | 298 | 298 | ||||
Shares issued with respect to reverse recapitalization (Notes 1d and 12e), Shares | 435,139 | ||||||
Amount that was allocated to the repurchase of beneficial conversion feature in convertible loans (Note 8d) | (2,800) | (2,800) | |||||
Amount that was allocated to the right for future investment -loan 2016 | 44 | 44 | |||||
Amount that was allocated to the right for future investment-loan 2017 | 1,115 | 1,115 | |||||
Deemed dividend with respect to the repurchase of right for future investment | (3) | (3) | |||||
Stock-based compensation | 19 | 19 | |||||
Foreign currency translation adjustment | (78) | (78) | |||||
Changes in unrealized gains on marketable equity securities | 26 | 26 | |||||
Net loss | (2,966) | (2,966) | |||||
Balance at Dec. 31, 2017 | $ 4 | $ 23,397 | $ (47) | $ (26,452) | $ (3,098) | ||
Balance, Shares at Dec. 31, 2017 | 4,350,608 | ||||||
[1] | Representing amount less than $1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (2,966) | $ (1,139) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1 | 1 |
Stock-based compensation | 19 | 65 |
Amortization of discounts and issuance costs related to convertible loans | 1,122 | 122 |
Accrued interest on convertible loans (Note 8) | 47 | 16 |
Loss from extinguishment of convertible loans (Note 8) | 61 | |
Change in the fair value of derivative liability for right to future investment (Note 8) | 253 | (76) |
Change in the fair value of license purchase obligation (Note 6) | 3 | 38 |
Change in: | ||
Other current assets | (33) | 2 |
Trade payables | 30 | (6) |
Other accounts payable | (40) | 103 |
License purchase obligation | 146 | |
Net cash used in operating activities | (1,357) | (874) |
Cash flows from investing activities | ||
Purchase of property and equipment | (4) | (1) |
Net cash used in investing activities | (4) | (1) |
Cash flows from financing activities | ||
Proceeds from loans from controlling stockholder | 82 | 117 |
Proceeds from issuance of convertible loans, net of issuance costs (Note 8) | 625 | 508 |
Proceeds from issuance of units consisting of common stock and warrants (Note 12c) | 966 | |
Proceeds from exercise of options into common stock | 21 | |
Repayment of license purchase obligation | (156) | (152) |
Net cash provided by financing activities | 1,538 | 473 |
Effect of exchange rate change on cash and cash equivalents | 10 | 7 |
Change in cash and cash equivalents | 187 | (395) |
Cash and cash equivalents at the beginning of the year | 28 | 423 |
Cash and cash equivalents at the end of the year | 215 | 28 |
Supplemental disclosure of non-cash financing activities: | ||
Classification of derivative liability for right to future investment into equity (Note 2m) | 280 | |
Acquisition of marketable equity securities as part of the recapitalization (Note 1d) | $ 298 |
General
General | 12 Months Ended |
Dec. 31, 2017 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Wize Pharma Inc. (Formerly: Ophthalix Inc.) (the “Company” or “Wize”) was originally incorporated in the State of Nevada on December 10, 1999 under the name Bridge Capital.com Inc., and 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. On June 27, 2011, Denali changed its name to OphthaliX, Inc. (“OphthaliX”) and also changed its corporate domicile from Nevada to Delaware. 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. In September 2016, the Company’s Board of Directors and the Company’s then parent and majority stockholder (“Can-Fite”), 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 Wize Pharma Ltd., an Israeli company (“Wize Israel”), for the acquisition of Wize Israel by way of a reverse triangular merger. Wize Israel was incorporated in Israel in 1982 as a public company by the name of “Eitam Eretz Israel Advanced Industries Ltd.,” which name was changed to Wize Pharma Ltd. in June 2015. In September 1987, Wize Israel’s shares were listed for trade on the Tel Aviv Stock Exchange (the “TASE”). Wize Israel is a clinical-stage biopharmaceutical company currently focused on the treatment of ophthalmic disorders, including dry eye syndrome (“DES”). In May 2015, Wize Israel entered into an Exclusive Distribution and Licensing Agreement (as amended, the “License Agreement”) with Resdevco Ltd. (“Resdevco”), whereby Resdevco granted to Wize Israel an exclusive license to purchase, market, sell and distribute a formula known as LO2A (“LO2A” or the “Product”) in the United States, Israel, Ukraine and China as well as a contingent right to do the same in other countries. LO2A is a drug developed for the treatment of DES, and other ophthalmological illnesses, including Conjunctivochalasis (“CCH”) and Sjögren’s syndrome (“Sjögren’s”). Following the Merger transaction as described in Note 1d, the business of Wize Israel became the ongoing business of the Company and the Company is defined as a “smaller reporting company”, according to Item 10(f)(1) of Regulation S-K, as promulgated by the United States Securities and Exchange Commission (the “SEC”). Commencing August 30, 2016, Wize Israel manages most of its activity through a wholly-owned Israeli Subsidiary (“OcuWize Ltd.”), which manages and develops most of the activity under the License Agreement (see also Note 5). b. Going concern uncertainty and management plans: As described in Note 5, Wize Israel purchased an exclusive license to purchase, market, sell and distribute LO2A in the United States, Israel, Ukraine and China as well as a contingent right to do the same in other countries. The registration process in certain countries, including the United States, and the commercialization of Wize Israel’s products is expected to require substantial expenditures. The Company has not yet generated any revenues from its current operations, and therefore is dependent upon external sources for financing its operations. As of December 31, 2017, the Company has an accumulated deficit and a stockholders’ deficit. In addition, in each of the years ended December 31, 2017 and 2016, the Company reported losses and negative cash flows from operating activities. Management considered the significance of such conditions in relation to the Company’s ability to meet its current and future obligations and determined that such 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 the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Until such time as the Company generates sufficient revenue to fund its operations (if ever), the Company plans to finance its operations through the sale of equity or equity-linked securities and/or debt securities and, to the extent available, short-term and long-term loans. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations as a going concern. As discussed in Note 8b, in 2017, Wize Israel entered into the 2017 Loan Agreement with 2017 Lenders pursuant to which the gross amount of $822 (“2017 Loan”) has been raised. The 2017 Loan was provided for a period ending December 31, 2018 and bears 4% annual interest. The number of shares that will be issued upon conversion of the 2017 Loan is determined in the 2017 Loan Agreement, pursuant to which the 2017 Lenders, have a detachable right until June 30, 2019, to invest up to $411,072, in the aggregate, at an agreed price per share (as adjusted based on the Exchange Ratio and the 2017 Loan Amendment as described below) of $1.332. As discussed in Note 12c, on June 23, 2017, Wize Israel entered into the 2017 PIPE Agreement with certain investors, pursuant to which, the 2017 PIPE Investors invested a total of up to NIS 3,490,000 (approximately $966) in exchange for a total of 860,987 ordinary shares, at a price per share of NIS 4.05 (approximately $1.15 according to an exchange rate as of June 23, 2017). Subject to the Closing Date of the Merger (see also Note 11c), Wize Israel also undertook to cause the Company to grant warrants to each of the 2017 PIPE Investors (the “Warrants”), with each Warrant being exercisable into one share of Common Stock, with a term of three years from the date of grant. According to the 2017 PIPE Agreements, the number of Warrants and the exercise price thereof will reflect, prior to giving effect to an adjustment based on the Exchange Ratio, (i) 30,625 warrants to Peretz and (ii) 62,500 warrants to each of the Other Investors, each warrant exercisable into one ordinary share of Wize Israel, at an exercise price of NIS 28.8 per share (approximately $8.40 according to the exchange rate as of December 31, 2017). According to the Exchange Ratio, Peretz was granted 126,928 Warrants exercisable into Common Stock and each of the Other Investors was granted 259,037 Warrants exercisable into Common Stock. Direct and incremental issuance costs amounted to approximately NIS 45,000 (approximately $13 according to an exchange rate as of June 23, 2017). As discussed in Note 1d, a Merger between the Company and Wize Israel became effective on November 16, 2017, and following such Merger, Wize Israel activities are the sole activities of the Company. c. Risk factors: As of December 31, 2017, the Company had an accumulated deficit of $26,452. The Company has historically incurred net losses and is not able to determine whether or when it will become profitable, if ever. To date, the Company has not commercialized any products or generated any revenues from product sales and accordingly it does not have a revenue stream to support its cost structure. The Company’s losses have resulted principally from costs incurred in development and discovery activities. The Company expects to continue to incur losses for the foreseeable future, and these losses will likely increase as it: ● initiates and manages pre-clinical development and clinical trials for LO2A; ● seeks regulatory approvals for LO2A; ● implements internal systems and infrastructures; ● seeks to license additional technologies to develop; ● pays royalties related to the License Agreement; ● hires management and other personnel; and ● moves towards commercialization. No certainty exists that the Company will be able to complete the development of LO2A for CCH, Sjögren’s or any other ophthalmic disorder, due to financial, technological or other difficulties. If LO2A fails in clinical trials or does not gain regulatory clearance or approval, or if LO2A does not achieve market acceptance, the Company may never become profitable. Even if the Company does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company’s inability to achieve and then maintain profitability would negatively affect its business, financial condition, results of operations and cash flows. Moreover, the Company’s prospects must be considered in light of the risks and uncertainties encountered by an early-stage company and in highly regulated and competitive markets, such as the biopharmaceutical market, where regulatory approval and market acceptance of its products are uncertain. There can be no assurance that the Company’s efforts will ultimately be successful or result in revenues or profits. d. Merger transaction: On May 21, 2017, the Company and a wholly-owned private Israeli subsidiary of the Company, Bufiduck Ltd. (“Merger Sub”), and Wize Israel, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub merged with and into Wize Israel, with Wize Israel becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). On November 16, 2017, the Merger was closed (the “Closing Date”). Upon the Closing Date of the Merger, each issued and outstanding ordinary share of Wize Israel was automatically converted into 4.1445791236989 shares of the Company’s common stock (the “Exchange Ratio”) (such number not being converted as per the Reverse Stock Split described in Note 12b). As a result, an aggregate of 3,915,469 shares, or 90% of the issued and outstanding common stock of the Company were issued to Wize Israel’s shareholders. The pre-Merger stockholders of the Company retained an aggregate of 435,052 shares, or 10% of the issued and outstanding common stock of the Company. Immediately following the Closing Date of the Merger, Ron Mayron, Yossi Keret, Dr. Franck Amouyal and Joseph Zarzewsky were appointed to the Company’s Board of Directors to hold office until the earlier of the next annual meeting where directors will be appointed, such director’s successor is elected and qualified, or until such director’s earlier resignation or removal, and following those appointments, Pnina Fishman, Ph.D. Ilan Cohen, Ph.D., Guy Regev and Roger Kornberg, Ph.D. resigned from the board of directors of the Company. Accordingly, the Company’s Board of Directors consists of five members, Ron Mayron, Yossi Keret, Dr. Franck Amouyal, Joseph Zarzewsky and Michael Belkin, Ph.D. Immediately following the Closing Date of the Merger, Pnina Fishman, Ph.D., Itay Weinstein and Ronen Kantor resigned as officers of the Company and the newly constituted board appointed Or Eisenberg as Acting Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary and Noam Danenberg as Chief Operating Officer. Wize Israel’s ordinary shares were delisted from the TASE and there will no longer be a public trading market for Wize Israel’s ordinary shares in Israel. The Company’s common stock began trading on the OTC Pink under the symbol “OPLI” on January 25, 2012 through November 15, 2017, and under the symbol “WIZP” from November 16, 2017 through January 3, 2018. Since January 4, 2018, the Company’s common stock has been traded on the OTCQB under the symbol “WIZP.” Following the Reverse Stock Split, a “D” was placed on the Company’s ticker symbol (WIZPD) for 20 business days from March 5, 2018, the effective date of the Reverse Stock Split. After 20 business days, the symbol will then change back to “WIZP”. As contemplated in the Merger Agreement, the Company’s annual meeting of its stockholders amended its Certificate of Incorporation, whereby, (i) the total number of shares of stock which the Company shall have authority to issue is 500,000,000 shares of Common Stock, and 1,000,000 shares of preferred stock, par value $0.001 per share; (ii) the name of the Company was changed from “OphthaliX, Inc.” to “Wize Pharma, Inc.” and (iii) re-election of the Company’s incumbent directors. The Merger was accounted for as a reverse recapitalization which is outside the scope ASC 805, “Business Combinations” (“ASC 805”), as the Company, the legal acquirer, is considered a non-operating public shell, and is therefore not a business as defined in ASC 805. Under reverse capitalization accounting, Wize Israel will be considered the acquirer for accounting and financial reporting purposes. The Merger will be accounted for in a manner that is substantially the same as a reverse acquisition under ASC 805, except that any excess fair value of the consideration transferred over the net fair value of the monetary assets of the Company will be recognized as a reduction of equity. The annual consolidated financial statements of Wize Israel reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization at the equity of the accounting acquirer. The annual consolidated financial statements include the accounts of the Company since the Closing Date of the reverse capitalization and the accounts of Wize Israel since its inception. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). a. Use of estimate in preparation of financial statements: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the consolidated financial statements, the most significant estimates and assumptions relate to the going concern assumptions and determining the fair value of embedded and freestanding financial instruments related to convertible loans. b. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation. c. Functional currency: As Wize Israel activities were conducted in Israel and most of its financing was denominated and determined in New Israel Shekels (NIS), management has determined that the functional currency of Wize Israel was NIS. Following to the Closing Date of the Merger, the Company aims to direct its main operations in the United States market. In addition, following to the Closing Date of the Merger, the current convertible loans which were previously denominated in NIS, were changed into U.S. dollars terms, including their principal and conversion price. Similarly, the Company issued warrants eligible for exercise for the Company’s shares of common stock at an exercise price denominated in U.S. dollars. Also, the management believes the Company will raise funds through private investment rounds and / or from issuance of equity in dollar amounts by approaching the market in the United States. As a result, it was determined that the U.S dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, as of that date, the functional currency of the Company is the U.S. dollar. The reporting currency of the consolidated financial statements is U.S. dollars. Pre-merger, Wize Israel and OcuWize results were translated into U.S. dollars in accordance with the standards of the Financial Accounting Standards Board (“FASB”). Accordingly, assets and liabilities were translated from NIS to U.S. dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments (which result from translating an entity’s financial statements into U.S. dollars if its functional currency is different than the U.S. dollar) are reported in other comprehensive income and are reflected in equity, under “accumulated other comprehensive income (loss)”. Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the consolidated statement of comprehensive loss, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses as applicable. The following table presents data regarding the dollar exchange rate of relevant currencies: As of December 31, % of change 2017 2016 2017 2016 USD 1 = NIS 3.467 3.845 (9.8 ) (1.5 ) d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. e. Restricted bank deposit: Restricted bank deposit is a deposit with maturities of more than three months and up to one year. The restricted bank deposit is presented at its cost, including accrued interest and represents cash which is used as collateral for Wize Israel’s credit card. f. Marketable equity securities: The Company’s investment in marketable equity securities is classified as available-for-sale carried at fair value based on the quoted market price on the TASE, with unrealized gains and losses reported as a separate component of stockholders’ deficit 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 accounted for these marketable equity securities as available-for-sale carried at fair value since these marketable equity securities are available to be converted into cash to fund Company’s current operations. 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 and 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 other comprehensive income, 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 other comprehensive income. As of December 2017, the Company has not recorded loss from impairment. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Furniture and office equipment 10 h. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360 “Property, plant and equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the years ended December 31, 2017 and 2016, no impairment losses have been identified. i. Research and development expenses: Research and development expenses are charged to the statement of comprehensive loss as incurred. In-Process Research and Development assets (“IPR&D”), acquired in an asset acquisition (i.e. assets acquired outside a business combination transactions) that are to be used in a research and development project which are determined not to have an alternative future use are charged to expense at the acquisition date in accordance with ASC 730, “Research and Development”. j. Severance pay: Wize Israel has one employee as of December 31, 2017. Wize Israel’s liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), pursuant to which all Wize Israel’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release Wize Israel from any future severance payments in respect of those employees. Wize Israel has made all of the required payments as of December 31, 2017. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. Severance expenses for the years ended December 31, 2017 and 2016 amounted to $10 and $8, respectively. k. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on 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. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2017 and 2016, no liability for unrecognized tax positions has been recorded. l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted bank deposits. Cash and cash equivalents and restricted bank deposits are invested in major banks in Israel. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. m. Convertible loan: 1. Allocation of proceeds: The proceeds received upon issuance of the 2016 Loan (see Note 8) together with a freestanding derivative financial instrument (derivative liability for right to future investment) were allocated to the financial instruments issued based on the residual value method. The detachable derivative financial instrument was recognized based on its fair value and the remaining amount of the proceeds was allocated to the 2016 Loan component. 2. Beneficial Conversion Features (“BCF”): a. The Company has considered the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and determined that the embedded conversion feature of the 2016 Loan should not be separated from the host instrument because it qualifies for equity classification. Furthermore, the Company applied ASC 470-20, “Debt - Debt with Conversion and Other Options” which clarifies the accounting for instruments with BCF or contingently adjustable conversion ratios, and has applied the BCF guidance to determine whether the conversion feature is beneficial to the investor. The BCF has been calculated by allocating the proceeds received in financing transactions to the 2016 Loan and to any detachable freestanding financial instrument (derivative liability for future investment (see also Note 8)) included in the transaction, and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the allocated proceeds. The intrinsic value of the conversion option with respect to the 2016 Loan was recorded as a discount on the 2016 Loan with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount on the 2016 Loan is amortized as interest expense over the contractual term of the 2016 Loan by using the effective interest method. b. The Company has considered the provisions of ASC 815-15, “Derivatives and Hedging - Embedded Derivatives” (“ASC 815-15”), and determined that the embedded conversion feature of the 2017 Loan cannot be considered as clearly and closely related to the host debt instrument, However, it was determined that the embedded conversion feature should not be separated from the host instrument because the embedded conversion option, if freestanding, does not meet the definition of a derivative in accordance with the provisions of ASC 815-10, since its terms do not require or permit net settlement. Thus, it was determined that the conversion feature does not meet the characteristic of being readily convertible to cash. The Company applied ASC 470-20 which clarifies the accounting for instruments with BCF or contingently adjustable conversion ratios. Pursuant to ASC 470-20-30, the amount of the BCF with respect to the 2017 Loan was calculated at the commitment date, as the difference between the conversion price (i.e. the entire proceeds received for the 2017 Loan) and the aggregate fair value of the common stock and other securities (which consist of the Investment Option) into which the 2017 Loan is convertible. As such difference was determined to be greater than the amount of the entire proceeds originally received for the 2017 Loan, the amount of the discount assigned to the BCF was limited to the amount of the entire proceeds. If a convertible instrument contains conversion terms that are adjusted upon the occurrence of a future event, or as a result of anti-dilution adjustment provisions, any changes to the conversion terms might result in the recognition of an additional BCF. 3. Modifications or exchanges: Modifications to, or exchanges of, financial instruments such as convertible loans, are accounted for as a modification or an extinguishment, following to provisions of ASC 470-50, “Debt- Modification and Extinguishments”. Such an assessment is done by management either qualitatively or quantitatively based on the facts and circumstances of each transaction. Under ASC 470-50, modifications or exchanges are generally considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. The instruments are considered “substantially different” when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the present value of the cash flows under the terms of the new debt instrument is less than 10%, the debt instruments are not considered to be substantially different, except in the following two circumstances (i) The transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) The transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. If the original and new debt instruments are considered as “substantially different”, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. If a convertible debt instrument with a beneficial conversion option that was separately accounted for in equity, is extinguished prior to its conversion or stated maturity date, a portion of the reacquisition price is allocated to the repurchase of the beneficial conversion option. The amount of the reacquisition price allocated to the beneficial conversion option is measured using the intrinsic value of that conversion option at the extinguishment date. The residual amount, if any, is allocated to the convertible debt instrument. The gain or loss on the extinguishment of the convertible debt instrument is determined based on the difference between the carrying amount and the allocated reacquisition price. Modifications to, or exchanges of equity financial instruments such as right to future investment, are accounted for as a modification or an extinguishment in a similar manner as described above. Such an assessment is done by management either qualitatively or quantitatively based on the facts and circumstances of each transaction. Among others, management considers whether, the fair value of the financial instruments before and after the modification or exchange are substantially different. If the original and new equity instruments are considered as “substantially different”, the original instrument is derecognized and the new instrument is initially recorded at fair value, with the difference recognized as a reduction of, or increase to, retained earnings as a deemed dividend. 4. Issuance costs of convertible loan: a. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2016 Loan (or costs allocated to such component in a package issuance) are presented as a direct deduction from the amount of the 2016 Loan and in subsequent periods such costs (together with the discount created by the BCF) expensed as financing expenses over the contractual term of the 2016 Loan by using the effective interest method. Any such costs that were allocated to the derivative component were expensed as incurred. b. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2017 Loan also discussed in Note 8 (or costs allocated to such component in a package issuance) were presented as a deferred asset since the 2017 loan was completely discounted at the initial recognition. In subsequent periods, such expenses were amortized ratably over the original term of the 2017 Loan. n. Fair value of financial instruments: ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. 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 carrying amounts of cash and cash equivalents, short-term bank deposits, other accounts receivable, trade payables and other accounts payable approximate their fair value due to the short-term maturities of such instruments. Fair value of the marketable equity securities is determined based on a Level 1 input. Derivative financial instruments are measured at fair value, on a recurring basis. The fair value of derivatives generally reflects the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting dates, based on the prevailing currency or stock prices, as applicable. The fair value measurement of the derivative liability for right to future investment and the extinguishment of 2017 Loan and 2016 Loan are classified within Level 3. Following the modification described in Note 8a, based on the modified terms of the Right of Future Investment, Wize Israel’s management engaged an external appraiser that measured the fair value of the Right of Future Investment immediately prior to the Modification Date at NIS 1,042,000 (approximately $280 according to the exchange rate as of the Modification Date) and reclassified such amount from a derivative liability to additional paid-in capital. The following tabular presentation reflects the components of the derivative liability associated with such rights during the years ended December 31, 2016 and 2017: Fair value Balance at 2016 Loan Origination Date (Note 8a) $ 110 Change in the fair value of derivative liability (76 ) Balance at December 31, 2016 $ 34 Change in the fair value of derivative liability 246 Reclassification of derivative liability into equity (280 ) Balance at December 31, 2017 $ - o. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2017, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. p. Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company as treasury stock, until such shares are retired and removed from the account. q. Derivatives: The Company applies the provisions of ASC Topic 815, “Derivatives and Hedging” pursuant to which all the derivative financial instruments are recognized as either financial assets or financial liabilities on the balance sheet at fair value. The accounting for changes in the fair value of a derivative financial instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. As of December 31, 2016, the balance of derivative instruments consisted of derivative liability for right to future investment in an amount of $34 (see also r. below and Note 8), and is stated at fair value. During the years ended December 31, 2017 and 2016, the Company did not designate any financial instruments for hedging purposes. r. Derivative liability for right to future investment: The Company reviewed the terms of such obligation and determined that it is not eligible to be classified as a component of permanent equity, as such instrument permitted the holder to receive a variable number of shares of common stock upon exercise, by investment of cash amount that will be determined at the discretion of the holder (up to a pre-determined cap). Accordingly, such financial instrument was accounted for as a derivative liability and as such was measured upon initial recognition and re-measured at subsequent reporting periods at fair value. Changes in the fair value were recorded in the consolidated statement of comprehensive loss within the caption “financial expense, net”. The terms of aforesaid right to future investment have been modified and as a result the derivative liability for right to future investment was reclassified into additional paid-in capital (see also Note 8c). s. Basic and diluted loss per share: Basic loss per share is computed by dividing the loss for the period applicable to Ordinary Shareholders by the weighted average number of shares of common stock outstanding during the period. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of options or warrants issued or granted using the “treasury stock method” and upon the conversion of 2017 Loan and 2016 Loan using the “if-converted method”, if the effect of each of such financial instruments is dilutive. For the years ended December 31, 2017 and 2016, all outstanding stock options and other convertible instruments have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. As described in Note 12b, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the Exchange Ratio and the Reverse Stock Split for all periods presented in these consolidated financial statements. The loss and the weighted average number of shares used in computing basic and diluted net loss per share for the years ended December 31, 2017 and 2016, is as follows: Year ended December 31, 2017 2016 Numerator: Net loss $ 2,966 $ 1,139 Deemed dividend with respect to right for future investment $ 3 - Net loss available to stockholders of Common Stock $ 2,969 $ 1,139 Denominator: Shares of common stock used in computing basic and diluted net loss per share 3,438,842 3,022,906 Net loss per share of Ordinary Share, basic and diluted $ 0.87 $ 0.38 t. Accumulated other comprehensive income (loss): Accumulated other comprehensive income (loss), presented in stockholders’ deficit, includes (i) gains and losses that were incurred from the translation of the pre-merger results of Wize Israel and OcuWize to the reporting currency (see also Note 2c) and (ii) unrealized gain from the change in the fair value of marketable equity securities that are classified as available-for-sale. The components of accumulated other comprehensive income (loss) as of December 31, 2016 and 2017 were as follows: Total accumulated other comprehensive income Balance at December 31, 2016 (*) $ 5 Foreign currency translation adjustment (78 ) Unrealized gain on marketable securities 26 Balance at December 31, 2017 $ (47 ) (*) consist solely of the foreign currency translation adjustment u. Stock-based compensation: Stock-based compensation to employees is accounted for in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires estimation of 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 period. Stock-based compensation expense is recognized for the value of awards granted based on the accelerated 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 fair value of stock options granted to Wize Israel employees was estimated 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 Wize Israel on a weekly basis since the marketability of Wize Israel is less than the expected option term. The expected option term represents the period that Wize Israel’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 Wize Israel’s historical experience and expectation of no future dividend payouts. Wize Israel 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 to employees and directors of Wize Israel was estimated at the date of grant using a binominal model with the following weighted average assumptions: 2016 Dividend yield 0% Expected volatility 86.16% Risk-free interest rates 0.43%-1.03% Expected life (years) 2.00-4.00 ASC 505-50, “Equity-Based Payments to Non-Employees” (“ASC 505”) provisions are applied with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the grant date, and at the end of each accounting period between the grant date and the final measurement date. Upon the Closing Date of the Merger (see also Note 1d), all the outstanding options under 2015 Plan of Wize Israel were cancelled (see also Note 12f). v. Disclosure of new Standards in the period On March 30, 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation”, which effects all entities that issue share-based payment awards to their employees. The amendments in this ASU cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This ASU was effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. The Company decided to adopt the new guidance prospectively. This new guidance does not have a material impact on the Company’s consolidated financial statements. w. Recent Accounting Pronouncements not adopted yet 1. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early a |
Marketable Equity Securities
Marketable Equity Securities | 12 Months Ended |
Dec. 31, 2017 | |
Marketable Equity Securities [Abstract] | |
MARKETABLE EQUITY SECURITIES | NOTE 3:- MARKETABLE EQUITY SECURITIES The Company owns 446,827 ordinary shares of Can-Fite representing approximately 1.59% of Can-Fite’s issued and outstanding share capital as of December 31, 2017. This was an asset held by the Company as of the Closing Date and was initially recorded at fair value (quoted market) on the Closing Date. As of December 31, 2017 and the Closing Date of the Merger, the fair value of the Company’s investment in Can-Fite’s shares was $323 and $298, respectively (according to its quoted market price in the Tel-Aviv Stock Exchange). During the period commencing the Closing Date of the Merger and ended December 31, 2017, the related unrealized gain derived from the change in the fair value of these securities totaled $25 and is recorded as part of the accumulated other comprehensive income (loss). |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4:- OTHER CURRENT ASSETS December 31, 2017 2016 Prepaid expenses $ 3 $ 10 Governmental authorities 37 19 $ 40 $ 29 |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2017 | |
License Agreement [Abstract] | |
LICENSE AGREEMENT | NOTE 5:- LICENSE AGREEMENT In May 2015, Wize Israel entered into the License Agreement with Resdevco, a company controlled by Professor Shabtay Dikstein, the inventor of LO2A (“Dikstein”). Pursuant to the License Agreement, Resdevco granted to Wize Israel (and thereafter to OcuWize) an exclusive license to develop in the United States, Israel and Ukraine (collectively, the “Licensed Territories”), under the LO2A licensed technology, products in the field of ophthalmic disorders, and to mutually agree upon a manufacturer and to purchase, market, sell and distribute LO2A in finished product form in the Licensed Territories in the field of ophthalmic disorders. Subject to certain limited exceptions, Wize Israel may not sublicense or sell or transfer any of its rights under the License Agreement without the advance written approval of Resdevco. The License Agreement granted Wize Israel the right to add additional territories in the future, subject to a commitment by Wize Israel to pay minimum royalties according to a formula set forth in the License Agreement with respect to the additional territory, and provided that Resdevco has not granted exclusive rights in such additional territory or is in ongoing negotiations. The License Agreement also grants Wize Israel the right to purchase Resdevco’s agreements with its existing distributors of LO2A in other jurisdictions (namely, Germany, Hungary, Netherlands and Switzerland (collectively, the “Reserved Territories”) for ten times the greater of the net royalties received in the previous 12 months under such agreements or the minimum royalty payment under such agreements. The License Agreement furthermore grants Wize Israel a right of first negotiation with potential distributors to whom Resdevco may in the future grant distribution rights to LO2A outside of the Reserved Territories and the Licensed Territories and provides that if Wize Israel enters into such distribution agreement in accordance with the License Agreement, then Wize Israel has agreed to guarantee in writing to Resdevco that it will pay to Resdevco minimum royalties according to a formula set forth in the License Agreement. The License Agreement historically included an option to purchase all remaining territories for a fixed amount and such option was cancelled on March 30, 2017. The License Agreement provides that Wize Israel is required to pay to Resdevco certain royalties for sales in the Licensed Territories based on an agreed-upon price per unit payable on a semi-annual basis, subject to making certain minimum royalty payments, which (1) with respect to the United States, means the non-refundable and non-deductible aggregate amount of $500 (“Minimum Commitment”) over a period of three years commencing from 2015 ($400 out of which was already paid by Wize Israel) and an advance against royalties of $475 per year starting January 1, 2018, as modified in July 2017, (see also Note 6b), which annual advance shall be credited towards any royalties payable to Resdevco for that particular year, (2) with respect to Israel, means an upfront non-refundable and non-deductible payment of $30, payable at commencement of local sales, and an annual advance against royalties starting January 1, 2017 in increasing payments depending on the year (up to a maximum of $36) which annual advance shall be credited towards any royalties payable to Resdevco for that particular year, and (3) with respect to Ukraine, means an annual advance against royalties, starting in 2016, in increasing payments depending on the year (up to a maximum of $30), which yearly advance shall be credited towards any royalties payable to Resdevco for that particular year. The License Agreement has an initial term of seven years that expires in May 2022, and, unless Wize Israel provides prior notice of at least 12 months terminating the agreement, the License Agreement renews automatically each year. Wize Israel may terminate the License Agreement prior to May 2022 upon 180 days prior notice; provided that all payments previously made to Resdevco shall be non-refundable, any payments due during the 180-day notice period shall be payable to Resdevco and Wize Israel is required to pay a penalty of $100, depending on the timing of termination. Additionally, if Wize Israel terminates the License Agreement, it is required to exert reasonable best efforts to find a third-party willing to sell LO2A under the same terms as the License Agreement (see also Note 1a). LO2A is currently registered and marketed by its inventor in Germany and Switzerland for the treatment of DES, in Hungary for the treatment of DES and CCH and in the Netherlands for the treatment of DES and Sjögren’s . Wize Israel intends to market LO2A as a treatment for DES and other ophthalmic inflammations, including CCH and Sjögren’s in the United States, Israel, Ukraine, the territories that it has licensed LO2A, and in additional territories, subject to purchasing the rights to market, sell and distribute LO2A in those additional territories. Wize Israel believes that the potential for the most economic success is in marketing LO2A for treating CCH and Sjögren’s. Currently, Wize Israel has a distribution agreement for marketing in Israel, where LO2A is approved for the treatment of DES only, and a distribution agreement for marketing in Ukraine, where LO2A is in the approval process for the treatment of DES and CCH. The registration process in certain countries, including the United States, requires Wize Israel to conduct additional clinical trials, in addition to the Phase II clinical trials that Wize Israel is conducting. Wize Israel plans to engage local or multinational distributors to handle the distribution of LO2A. In particular, Wize Israel intends to engage, subject to obtaining the requisite rights in LO2A, pharmaceutical companies or distributors around the world with relevant marketing capabilities in the pharmaceutical field, in order for such pharmaceutical companies to sell LO2A, with Wize Israel prioritizing those territories where Wize Israel may expedite the registration process of LO2A based on existing knowledge and studies previously conducted on LO2A, without requiring additional studies. There is no assurance that the Company will be able to market the Product in any other jurisdictions. The fair value of the Minimum Commitment to pay royalties as stated as of its initial recognition date was calculated based on an estimate of the fair value of the payments set in the License Agreement in accordance with the dates set in the License Agreement using a discount rate of 21%, which reflected, among other things, Wize Israel’s estimate of its equity rate as of that date. At initial recognition, the fair value of the Minimum Commitment was estimated in an amount of $397. As of December 31, 2017, the commitment to pay future royalties amounting to $250 (see also Note 6). The License Agreement may be terminated by either party upon the occurrence of certain other customary termination triggers, including material breaches of the License Agreement by either party, as well as the right of Resdevco to terminate the License Agreement (or halt the manufacturing agreement or cease delivery of any finished product for any period of time) as a result of Wize Israel not paying all royalties due under the License Agreement. In addition, Resdevco may terminate the License Agreement, upon 30 days written notice, if (1) an application for the marketing approval of LO2A, for the treatment of DES is not submitted to the United States Food and Drug Administration (“FDA”) or the equivalent regulatory authority in the Licensed Territories by May 1, 2019, (2) such FDA approval is not obtained from the FDA or the equivalent regulatory authority in the Licensed Territories by May 1, 2021, (3) such approval has been obtained, but commercial sales of LO2A have not commenced within three months thereafter, (4) commercial sales of LO2A have commenced, any royalties, including any minimum royalties are not timely paid, or (5) Wize Israel attempts to sell competing products (as defined in the License Agreement) in or outside the Licensed Territory. Resdevco may also terminate the License Agreement if Wize Israel contests the validity of any patents covering LO2A or any related know-how or if Wize Israel makes, sells or exploits a competing product to LO2A. On November 18, 2015, a framework agreement was signed for cooperation between the Company and the manufacturing plant, the Company began the processes needed to approve the Product with the FDA, and as of the preparation of these consolidated financial statements, the Company believes that it has complied with this framework agreement. Stock allocation within the framework of the License Agreement In connection with the entering into of the License Agreement, on June 11, 2015, the Company granted 36,397 shares of common stock with no par value to a third-party consultant for direct consultation and mediation services provided to the Company in connection with the License Agreement. The fair value of shares of common stock granted amounted to $801, and was estimated by multiplying the number of 36,397 shares of common stock granted at the stock price quoted on the stock exchange as of the approval of the grant, while taking into account the discount at a rate of 10.3% (which was calculated by an independent outside valuator, using the Finerty Model for pricing options, based on the sales option model with an average exercise price) for the impact of the restrictions set in the Israeli Securities law and in the Israeli Securities regulations applicable to the recipient regarding the sale of the allocated shares (“Discount due to Blockage Restriction”). In addition, it was decided within the framework of the transaction that the third - party would be granted shares constituting 5% of the issued and outstanding share capital of OcuWize intended to manage and develop all of the activity subject to the License Agreement. The allocation of the OcuWize’s shares shall be for future consultation services granted to OcuWize in connection with the activity covered by the License Agreement, as it will be agreed between the Company and the consultant. As of December 31, 2017 and as of the approval of the consolidated financial statements, the terms of such grant have not been determined, the Company has made no such grant and has received no third - party consultation services. As the License Agreement related to an exclusive right to market, sell and distribute in the United States, of a Product that has not been approved by the FDA it was determined that the current status of the Product as of the date of entering into the License Agreement was is in substance an IPR&D. As the IPR&D was received by the Company through a direct acquisition and not through a business combination and as it was determined that the IPR&D does not have future alternative use, the acquisition cost, together with the related direct expenses (including the stock-based compensation as described above) amounted to $1,201 and was recognized as research and development expenses upon the Effective Date of the License Agreement as part of the statement of comprehensive loss for the year ended December 31, 2015 (not presented herein). In addition to the exclusive license in the United States, the Company was given similar rights for the Israeli market. The Israeli license term is seven years, following which the term will automatically renew for additional one - year periods. The Company undertook to pay the Product registration expenses as well as license fees and annual royalties according to the mechanism set forth in the Addendum (as amended on May 31, 2016). The Company has the right to terminate the License Agreement upon 180 days prior notice, but only commencing from the start of the marketing of the Product in Israel. The Company undertook to take action to approve the use of the Product in Israel within three years of signing the Addendum and undertook to sign an agreement with the manufacturing plant in order to supply the Product to Israel. The Company reached agreements with the manufacturing plant in March 2016, but production has not yet commenced. During the year ended December 31, 2016, the Company recorded direct costs amounting to $30 as part of research and development expenses in connection with expanding the territory to Israel. On July 11, 2016, the Company entered into an Exclusive Distribution Agreement (the “Israeli Distribution Agreement”) with an independent distributor in Israel (the “Israeli Distributor”) to distribute the Product in Israel. The term of the Israeli Distribution Agreement is until December 31, 2018 and may be extended by three additional years, subject to agreement between the parties on minimal yearly quotas from the Israeli Distributor and a minimum price of the Product. The Israeli Distribution Agreement includes yearly minimal quotas, a minimum Product price and other terms of payment. Furthermore, the Israeli Distributor undertook that during the term of the Israeli Distribution Agreement and up to 18 months from the end of the engagement with the Company, the Israeli Distributor will not have any business connection with any business engaged in any activities involving medical devices that are identical or imitations of the Product or of the Product then produced by Wize Israel or its subsidiaries or affiliates. In December 2015, the Company entered into a Distribution Agreement (the “Ukrainian Distribution Agreement”) with a distributor in Ukraine (the “Ukrainian Distributor”) to distribute the Product in Ukraine for a period of 3 years ending December 31, 2018, which may be extended to three additional years, subject to an agreement on the Ukrainian Distributor’s sales goals. The Ukrainian Distribution Agreement includes minimal yearly quotas, minimum prices and payment terms for the term of the agreement. Furthermore, the Ukrainian Distributor undertook that during the term of the Ukrainian Distribution Agreement and up to 24 months from the end of the engagement with the Company, the Ukrainian Distributor will not have any business connection with any business engaged in any activities involving products that are identical to the Product, in the same formula, shape, doses and purposes. The distribution of the Product is subject to the receipt of all of the regulatory approvals required in Ukraine for marketing, importing, selling and providing services in connection with the Product. The Ukrainian Distributor is responsible for securing such approvals and will pay the necessary costs for procuring such approvals, with the exception of the Company’s payment of up to $10 in registration fees. Following the signing of the Exclusive Agreement with the Distributor, an addendum was signed to the License Agreement according to which the Territory was expanded to include Ukraine. The Company undertook to pay the Product registration expenses in Ukraine as well as license fees and yearly royalties of a sum of not less than $18 according to a mechanism set forth in the License Agreement. The minimal payment of $18 to secure the license to distribute the Product in Ukraine was recorded as part of research and development expenses and was paid in 2016. On October 26, 2017, Wize Israel announced the termination of its single-center trial in Israel that commenced in January 2017 (“Single Center Trial”). The Single Center Trial was a Phase II, randomized, double-blind, placebo-controlled, pilot study carried out in parallel groups that was intended to evaluate the safety and efficacy of LO2A for patients suffering from moderate to severe CCH, with Wize Israel having sole access to the trial data. On October 24, 2017, Wize Israel received notice from the contract research organization that manages and supervises Wize Israel’s clinical trials (“CRO”), that an inadequate amount of quality information may be derived from the results collected thus far, given that there is no correlation in the reaction of both eyes to LO2A, in contrast to professional literature and other trials. In addition, the recruitment rate of patients was less than required and there was a higher than expected dropout rate. In light of the above, the CRO concluded that the results of the trial would be of no use even if the trial continued until the end of its term. Based on the CRO’s conclusion, Wize Israel determined to terminate the trial and to save the future costs that would be incurred in connection with such trial. On November 3, 2017, Wize Israel entered into a framework agreement with a Chinese pharmaceutical company (the “Chinese Distributor”), whereby, subject to the negotiation and execution of a detailed distribution agreement and obtaining necessary regulatory approvals in China, the Chinese Distributor will act as exclusive distributor in China of LO2A. The framework agreement includes, among other things, minimum purchase obligations of the Chinese Distributor, which Wize Israel estimated to range, over the five-year period of the contemplated agreement, between $22,500 to $39,000. As of the date hereof, no detailed distribution agreement has been entered into with the Chinese Distributor and the regulatory process has not been completed and it is not possible at this stage to determine when these conditions will be completed, if ever, and, even if completed, the final terms of such detailed distribution agreement and the expected revenues therefrom. |
License Purchase Obligation
License Purchase Obligation | 12 Months Ended |
Dec. 31, 2017 | |
License Purchase Obligation [Abstract] | |
LICENSE PURCHASE OBLIGATION | NOTE 6:- LICENSE PURCHASE OBLIGATION a. As noted in Note 5, as consideration for the License Agreement, Wize Israel undertook to pay a Minimum Commitment of licensing fees and royalties of no less than $500 in the first three years of the engagement. An amount of $100 was paid in May 2015, upon signing the License Agreement and amounts of $150 and $150 were paid in January 2016 and July 2017, respectively. In July 2017, Wize Israel and Resdevco amended the License Agreement pursuant to which the annual royalties’ amount of $475 will be reduced to $150 for 2018 and 2019. If Wize Israel obtains an FDA marketing license during 2019, the Company will be required to pay Resdevco the remainder of the payment of 2019. Consequently, during the third quarter of 2017 the Company has recognized an amount of $150 as an additional liability with respect to the 2018 minimum commitment. Such amount is reflected as an expense under research and development expenses. b. On December 26, 2017, Wize Israel entered into an amendment to the License Agreement with Resdevco (the “Third Amendment”) which includes (i) China in the list of Licensed Territories, (ii) the size and timing of royalty payments, including the minimum annual royalty payments, payable by Wize Israel to Resdevco in connection with its distribution activities in China, and (iii) an undertaking by Wize Israel to include in the distribution agreement to be entered into with the Chinese Distributor that the Chinese Distributor will transfer the Chinese market license to Resdevco upon termination of the distribution agreement. In the event Wize Israel fails to execute a distribution agreement with the Chinese Distributor by June 1, 2018, the Third Amendment will be deemed null, void and of no force. c. The following table details the repayment dates of the remaining Minimal Commitment on the financial liability and the balance in the consolidated financial statements: As of December 31, 2017 2016 Repayment dates: January 1, 2017 $ - $ 150 January 1, 2018 250 83 Remaining balance 250 233 Current liability 250 150 Non-current liability - 83 Total $ 250 $ 233 (*) Upon initial recognition, the balance was discounted according to an annual discount rate of 21%, which in management’s opinion reflected the Company’s credit risk as of the initial recognition of the liability (see also Note 5). d. On January 21, 2018, Resdevco agreed to postpone the minimum royalty payment obligation amounting to $150 from January 1, 2018 to July 29, 2018 (see also note 12c). |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Dec. 31, 2017 | |
Other Accounts Payable [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 7:- OTHER ACCOUNTS PAYABLE December 31, 2017 2016 Employees and payroll accruals (*) $ 101 $ 79 Accrued expenses 95 135 $ 196 $ 214 (*) As of December 31, 2017 and 2016, most of the sum refers to a debt to the Company’s Chief Executive Officer, with whom the Company had reached an agreement regarding postponing the payment date. The debt is expected to be paid in the foreseeable future. |
Convertible Loan and Financial
Convertible Loan and Financial Derivative Liability For the Right to Future Investment | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Loan and Financial Derivative Liability for the Right to Future Investment [Abstract] | |
CONVERTIBLE LOAN AND FINANCIAL DERIVATIVE LIABILITY FOR THE RIGHT TO FUTURE INVESTMENT | NOTE 8:- CONVERTIBLE LOAN AND FINANCIAL DERIVATIVE LIABILITY FOR THE RIGHT TO FUTURE INVESTMENT a. On March 20, 2016 (“2016 Loan Origination Date”), Wize Israel entered into a convertible loan agreement (as amended on March 30, 2016, the “2016 Loan Agreement”) with Rimon Gold Assets Ltd. (“Rimon Gold”), whereby Rimon Gold extended a loan in the principal amount of up to NIS 2,000,000 (approximately $520 according to an exchange rate at the 2016 Loan Origination Date), which bears interest at an annual rate of 4% (the “2016 Loan”). Pursuant to the 2016 Loan Agreement, as modified by the 2017 Loan Agreement (see also Note 14b), the 2016 Loan had a maturity date of December 31, 2017 (the “Maturity Date”). Under the 2016 Loan Agreement, Rimon Gold has the right, at its sole discretion, to convert any outstanding portion of the 2016 Loan, but not less than NIS 100,000 (approximately $26 according to an exchange rate at the 2016 Loan Origination Date), into Wize Israel’s ordinary shares at a conversion price per share of NIS 15.2592 (approximately $3.84 according to an exchange rate at the 2016 Loan Origination Date), subject to adjustments for stock splits and similar events set forth in the 2016 Loan Agreement. In order to secure its obligations and performance pursuant to the 2016 Loan Agreement, Wize Israel recorded a first priority fixed charge in favor of Rimon Gold on all of Wize Israel’s rights, including its distribution rights, under the License Agreement, and a first priority floating charge on all of Wize Israel’s rights, title and interest in all of its assets, as may exist from time to time (the agreements relating to such charges being referred to as the “Security Agreements”). In light of the assignment of the License Agreement to OcuWize as detailed in Note 5, in October 2016, OcuWize recorded identical liens to the aforementioned liens against Wize Israel. Rimon Gold was entitled, under certain circumstances, to demand repayment of the 2016 Loan, including among others: (i) if Wize Israel breaches or fails to perform or is shown to have made a false statement, under the 2016 Loan Agreement or the Security Agreements; (ii) any failure of Wize Israel to make a timely payment; (iii) upon the appointment of a receiver; (iv) the imposition of a lien on a material asset of Wize Israel (v) if Wize Israel files a motion to stay proceedings; (vi) upon the expiration or termination of the License Agreement or if any party is in material breach of the License Agreement or if any party notifies the other of its intention to terminate the License Agreement; (vii) an adverse material change; or (viii) upon the non-performance of Wize Israel pursuant to the 2017 Loan Agreement (see also Note 8b). The 2016 Loan Agreement and the Security Agreements contain a number of restrictive covenants that limit Wize Israel’s operating flexibility. These covenants include, among other things, limitations on the creation of liens; on the incurrence of indebtedness; on dispositions of assets, mergers, acquisitions and other change of control transactions; on changes in the general nature of the Company’s business; restrictions on payments to related parties; restrictions on conducting rights offerings, and on the distribution of dividends. In addition, under the 2016 Loan Agreement, Rimon Gold has the separable right (not contingent on electing conversion option), until the lapse of 18 months following the conversion of the loan granted by Rimon Gold under the 2016 Loan Agreement (“Right to Future Investment”), to invest up to NIS 3,000,000 (approximately $780 according to an exchange rate as of December 31, 2016), in the aggregate, at a price per share that will reflect a 15% discount relative to the lowest price per share set for any Wize Israel offering, private or public, if Wize Israel conducts any equity financing. Based on the original terms of the Right to Future Investment, management has determined that such right to acquire shares at a future date in the potentially variable investment amount, at a variable purchase price per share represents a derivative liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (see also Note 2r above). Wize Israel used the services of an independent external appraiser to estimate the fair value of the derivative liability at the 2016 Loan Origination Date and each reporting date. The fair value of such liability was measured upon initial recognition in an amount of NIS 423,000 (approximately $110 according to an exchange rate at the 2016 Loan Origination Date). The fair value was based among other things on management’s estimates of 75% regarding the exercise probability of this right in a future offering and the forecast regarding the timing of a future offering as of that date. The remaining amount of the 2016 Loan proceeds of NIS 1,577,000 (approximately $410 according to an exchange rate at the 2016 Loan Origination Date) (“Debt”) was allocated to the 2016 Loan. Wize Israel applied ASC 470, “Debt with Conversion and Other Options”, pursuant to which Wize Israel recognized and measured a Beneficial Conversion Feature (“BCF”) amounting to NIS 946,000 (approximately $247 according to an exchange rate at the commitment date) by allocating a portion of the proceeds equal to the intrinsic value of the conversion feature to additional paid-in-capital. The intrinsic value of the conversion feature was calculated on the 2016 Loan Origination Date by using the effective conversion price. The discount resulting from the BCF is amortized over the life of the 2016 Loan through financial expenses by using the effective interest method unless mandatorily converted earlier. The direct and incremental debt costs amounting to NIS 63,000 (approximately $16 according to an exchange rate at the 2016 Loan Origination Date) were allocated to the Right to Future Investment and the 2016 Loan based on the same proportions as the proceeds allocation. The portion that was allocated to the Right to Future Investment amounting to $4 has been expensed immediately to finance expenses while the remaining amount of $12 was allocated and deducted from the 2016 Loan and is amortized over the life of the 2016 Loan through financial expenses by using the effective interest method unless mandatorily converted earlier. For the years ended December 31, 2017 and 2016, the Company recorded finance expenses amounting to $263 and $122, respectively, due to the amortization of the discount that resulted from the BCF, the proceeds allocated to the derivative liability and the debt issuance costs. In addition, for the years ended December 31, 2017 and 2016, the Company recorded interest expense amounting to $22 and $16, respectively. On February 22, 2017 (“Modification Date”), the expiration date of the Right of Future Investment that was associated with the 2016 Loan was extended from March 2018 to the end of the Option Period (see also Note 8b) and the exercise price was changed from a 15% discount of the lowest price per share set for Wize Israel to a fixed price of NIS 20.4 per share. Accordingly, as of the Modification Date, the Right of Future Investment was no longer considered as a derivative liability. In addition, the difference between the fair value of the Right of Future Investment before and after the modification, which amounted to $246 was recognized as expenses within finance expenses, net for the year ended December 31, 2017. In addition, the then outstanding amount related to the Right of Future Investment of $280 was reclassified from a derivative liability to equity upon the date of modification (see also Note 2n). In December 2017, the Company amended the 2016 Loan (see also Note 8d). b. On January 15, 2017 (the “2017 Loan Origination Date”), Wize Israel entered into a convertible loan agreement (the “2017 Loan Agreement”) with Ridge, and, by way of entering into assignments and assumption agreements following such date, also with Rimon Gold and Fisher (together, the “2017 Lenders”), whereby each of the 2017 lenders extended a loan in the principal amount of NIS 1,000,000 (approximately $270 according to the average exchange rate at the 2017 Loan Origination Date) and in the aggregate principal amount of NIS 3,000,000 (approximately $811 according to the average exchange rate at the 2017 Loan Origination Date), which bears interest at an annual rate of 4% (the “2017 Loan”). Pursuant to the 2017 Loan Agreement, the 2017 Loan had a maturity date of December 31, 2017 (the “Maturity Date”). Under the 2017 Loan Agreement, each of the 2017 Lenders has the right, at its sole discretion, to convert any outstanding portion of the 2017 Loan, but no less than NIS 100,000 (approximately $26 according to exchange rate as of 2017 Loan Origination Date), that the lender provided to Wize Israel (each such portion converted, the “Converted Loan Amount”) into Wize Israel’s ordinary shares at a conversion price per share equal to the lower of ( i ii In addition, upon exercise of the conversion right, the 2017 Loan Agreement grants the 2017 Lenders, for a period of 18 months following the conversion of the Converted Loan Amount, the right to make investments in Wize Israel in an amount equal to NIS 1.50 for each NIS 1.00 of its respective Converted Loan Amount, at an agreed price per share equal to 120% of the then applicable 2017 Loan Conversion Price (the “Investment Option”). All shares that will be received by the 2017 Lenders upon the conversion of the 2017 Loan and upon the exercise of the Investment Option, will be unregistered shares. Such shares shall be restricted from sale for a period of 180 days from the date the Investment Option was exercised. Ridge was entitled, under certain circumstances, to demand repayment of the 2017 Loan, including: (i) if Wize Israel breaches or fails to perform or is shown to have made a false statement, under the 2017 Agreement or the Security Agreements; (ii) any failure of Wize Israel to make a timely payment; (iii) upon the appointment of a receiver; (iv) the imposition of a lien on a material asset of Wize Israel; (v) if Wize Israel files a motion to freeze proceedings; or (vi) an adverse material change. The 2017 Loan contains a number of restrictive covenants that limit the Wize Israel’s operating flexibility. These covenants include, among other things, limitations on the creation of liens; on the incurrence of indebtedness; on dispositions of assets, mergers, acquisitions and other change of control transactions; on changes in the general nature of Wize Israel’s business; restrictions on payments to related parties; and on the distribution of dividends. As discussed in Note 9, prior to entering into the 2017 Loan Agreement, Ridge provided the following three loans to Wize Israel, all of which bore interest at an annual rate equal to the interest rates of the Israeli government bonds: (i) NIS 250,000 was extended in November 2016, (ii) NIS 300,000 was extended in December 2016 and (iii) NIS 200,000 was extended in February 2017 (together, the “Ridge Interim Loans”). On March 30, 2017, after Ridge already provided NIS 250,000 under the 2017 Loan Agreement out of the NIS 1,000,000 committed by Ridge thereunder, Ridge exercised its right to have the Ridge Interim Loans being treated as a portion of the remaining loan commitment of NIS 1,000,000. As a result, the terms and conditions of the Ridge Interim Loans were modified to those included in the 2017 Loan Agreement. As of December 31, 2017, all the NIS 3,000,000 (including the above three loans amounting to NIS 750,000 and received from Ridge) has been funded. In addition, as part of the 2017 Loan Agreement, Wize Israel and the other lenders agreed that (i) the security interests made under the Security Agreements will also serve to secure the loans made by Rimon Gold under the 2017 Loan Agreement, and (ii) Rimon Gold will have the right to be repaid the full 2016 Loan prior to any repayment of the 2017 Loan. The Company has considered the provisions of ASC 815-15, “Derivatives and Hedging – Embedded Derivatives” (“ASC 815-15”), and determined that the embedded conversion feature of the 2017 Loan cannot be considered as clearly and closely related to the host debt instrument, However, it was determined that the embedded conversion feature should not be separated from the host instrument because the embedded conversion option, if freestanding, does not meet the definition of a derivative in accordance with the provisions of ASC 815-10, since its terms do not require or permit net settlement. Thus, the conversion feature does not meet the characteristic of being readily convertible to cash. Wize Israel applied ASC 470-20, “Debt - Debt with Conversion and Other Options” which clarifies the accounting for instruments with BCF or contingently adjustable conversion ratios. Pursuant to ASC 470-20-30, the amount of the BCF with respect to the 2017 Loan was calculated at the commitment date, as the difference between the conversion price (i.e. the entire proceeds received for the 2017 Loan) and the aggregate fair value of the common stock and other securities (which consist of the Investment Option) into which the 2017 Loan is convertible. As such difference was determined to be greater than the amount of the entire proceeds received for the 2017 Loan, the amount of the discount assigned to the BCF was limited to the amount of the entire proceeds. Accordingly, the BCF amounting to NIS 3,000,000 (approximately $811 according to the average exchange rate at the commitment date) was recorded as a discount on the 2017 Loan with a corresponding amount credited directly to equity as additional paid-in capital. As a result, upon initial recognition, the amount related to the 2017 Loan was NIS 0. After the initial recognition, the discount on the 2017 Loan is amortized as interest expense over the term of the 2017 Loan. In connection to the aforesaid 2017 Loan, Wize Israel had direct and incremental debt issuance costs amounting to NIS 90,000 (approximately $26 according to the exchange rate at the 2017 Loan Origination Date). Such costs were deferred and presented as an asset because the amount presented for 2017 loan was NIS 0. In subsequent periods, such expenses are amortized ratably over the term of the 2017 Loan. For the year ended December 31, 2017, Wize Israel recorded finance expense amounting to $26. For the year ended December 31, 2017, Wize Israel recorded finance expenses amounting $833 ($281 out of which related to Ridge (see also Note 8d)) due to the amortization of the discount that resulted from the BCF and the amortization of the debt issuance costs. In addition, for the year ended December 31, 2017, Wize Israel recorded interest expense amounting to $25 ($9 out of which related to Ridge (see also Note 9d)). In December 2017, the Company amended the 2017 Loan (see also Note 8d). c. As discussed in Note 1d, the “2017 Loan Agreement” and the “2016 Loan Agreement”, which both were originally convertible to ordinary shares of Wize Israel, became convertible as a result of the Merger into shares of the Company’s common stock which are equal to the number of Wize Israel’s ordinary shares that were subject to a Convertible Loan immediately prior to the Closing Date of the Merger multiplied by the Exchange Ratio at a proportionally adjusted conversion price. d. On December 21, 2017, the Company, Wize Israel, Ridge, Rimon Gold and Fisher entered into an amendment (the “Loan Amendment”) to the 2016 Loan Agreement and the 2017 Loan Agreement pursuant to which (i) the Maturity Date of 2016 Loan Agreement and the 2017 Loan Agreement was extended to December 31, 2018; (ii) the Right to Future Investment of the 2016 Loan Agreement and the Investment Option of the 2017 Loan Agreement will expire on June 30, 2019 (instead of 18 months following the conversion of the loans); (iii) the principal amounts, conversion prices, the Right to Future Investment and the applicable exercise price with respect to the 2016 Loan Agreement and the Investment Option and the applicable exercise price with respect to the 2017 Loan Agreement, have been determined and denominated in dollar amount; (iv) the irrevocable guarantee, dated November 16, 2017, signed by the Company in favor of Rimon Gold in respect of the 2016 Loan Agreement and the 2017 Loan Agreement will continue to be valid in accordance with its terms even after the aforementioned Loan Amendment; (v) the Right to Future Investment of the 2017 Loan Agreement which was subject to conversion of the 2017 Loan has been separated from the conversion option and is now considered as a separate instrument (vi) all others terms as defined in the 2017 Loan Agreement are remained. The below table outlines the terms of the 2017 Loan and 2016 Loan that were amended to be denominated in U.S. dollars instead of NIS: 2017 Loan 2016 Loan Aggregate principal amount $ (*) 822 $ 531 Conversion price per Company’s share $ 1.1112 $ 0.9768 Aggregate maximum of Right to Future Investment $ (**) 1,233 $ 797 Exercise Price of Right to Future Investment $ 1.332 $ 1.308 (*) Principal loan amount of $274 for each of the 2017 Lenders. (**) Maximum of Right to Future Investment of $411 for each of the 2017 Lenders. The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments” (“ASC 470-50”), to determine whether the amendment to the 2016 Loan Agreement and the 2017 Loan Agreement, represents extinguishment or a modification. As it was determined that the modified terms of the financial instruments are substantially different than their original terms, pursuant to ASC 470-50, the Loan Amendment was required to be accounted for as an extinguishment. Accordingly, each of the modified financial instruments were initially recorded at fair value. Then, the total fair value of the modified financial instruments related to the 2017 Loan and 2016 Loan (the “Reacquisition Price”) was allocated to the original financial instruments included in the 2017 Loan and 2016 Loan, as applicable, based on the relative fair value of such financial instruments as of the date of the extinguishment. As a result, an aggregate amount of $2,104 was allocated to the 2016 Loan and an aggregate amount of $2,985 was allocated to the 2017 Loan. The difference between the Reacquisition Price that was allocated to the Right to Future Investment amounting to $704 which was included in the 2016 Loan and its fair value as of that date amounting to $701 was recorded directly to additional paid in capital (as a deemed dividend in an amount of $3). In addition, the Reacquisition Price that was allocated to the newly detachable right to future investment related to the 2017 Loan was recognized directly to additional paid-in capital. Such financial instruments amounted to $1,115 as of December 21, 2017. The remaining amount of the Reacquisition Price that was allocated to the 2017 Loan and 2016 Loan which included an embedded BCF was firstly attributed to the repurchase of the BCF based on the intrinsic value of the conversion feature at the extinguishment date and the residual amounts, were allocated to the 2017 Loan and 2016 Loan. The difference between such residual amounts and the carrying value of the 2017 Loan and 2016 Loan was recorded as loss on extinguishment amounting to $61 of the 2017 Loan and 2016 Loan. Following such allocation, the Company has determined based on the effective conversion price, that the conversion of the loans is not beneficial. Thus, no BCF was required to be recognized. e. The below table describes the roll forward of 2017 Loan and 2016 Loan: December 31, 2017 2016 Opening balance $ 289 $ - Proceeds from issuance of convertible loan, net of issuance cost 811 508 Recognition of derivative liability related to 2016 Loan - (110 ) Recognition of BCF as a discount of 2017 Loan (811 ) (247 ) Amortization of discounts resulting from BCF and derivative liability and debt issuance costs related to 2017 Loan and 2016 Loan 1,122 122 Accrued interest on 2017 Loan and 2016 Loan 47 16 Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishment (1,458 ) - Amount allocated to 2016 and 2017 Loan based on modified terms 3,204 - $ 3,204 $ 289 |
Loans from Controlling Sharehol
Loans from Controlling Shareholder | 12 Months Ended |
Dec. 31, 2017 | |
Loans from Controlling Shareholder [Abstract] | |
LOANS FROM CONTROLLING SHAREHOLDER | NOTE 9:- LOANS FROM CONTROLLING SHAREHOLDER a. On November 15, 2016, Wize Israel’s Board of Directors (after receiving the approval of the Audit Committee on November 14, 2016) approved the receipt of a short-term bridge loan (“Loan”) in amount of NIS 250,000 (approximately $65 according to an exchange rate as of November 15, 2016) from Ridge. The Loan was received on November 21, 2016. The Loan was not linked to any index, had no collateral and bears yearly interest at the level of the interest rate of Israel State Bonds (0.1% as of December 31, 2016). The Loan’s repayment date shall be by the end of the first quarter of 2017 but may be extended from time to time at the Shareholder’s discretion. b. On December 25, 2016, Wize Israel’s Board of Directors (after receiving the approval of the Audit Committee on November 14, 2016) approved the receipt of an additional short-term bridge loan of NIS 300,000 (approximately $78 according to an exchange rate as of December 25, 2016) from the Shareholder under the same terms to those described above. NIS 200,000 (approximately $52 according to an exchange rate as of December 31, 2016) was received in December 2016 and the remaining amount of NIS 100,000 (approximately $27 according to an exchange rate as of December 31, 2016) was received after December 31, 2016. Accordingly, as of December 31, 2016, the total balance of the short-term bridge loans amounted to NIS 450,000 (approximately $117 according to an exchange rate as of December 31, 2016). c. On February 19, 2017, Wize Israel’s Board of Directors (after receiving the approval of the Audit Committee on February 16, 2017), approved the receipt of an additional short-term bridge loan of NIS 200,000 (approximately $55 according to the exchange rate as of February 19, 2017) from Ridge. The loan was not linked to any index, has no collateral and bears yearly interest at the level of the interest rate of Israel State Bonds. The loan’s repayment date shall be by the end of the first quarter of 2017 and will serve the Company in its current activity. Ridge may extend the loan’s redemption date from time to time at its discretion. On March 30, 2017, Wize Israel and Ridge agreed to convert the entire balance of the aforesaid bridge loans referenced above amounting to an aggregate amount of NIS 750,000 (approximately $206 according to the exchange rate as of March 31, 2017) as part of the 2017 Loan, the revised terms and conditions of which are described in Note 8b. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2017 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 10:- TAXES ON INCOME a. Tax rates applicable to the Company: On December 22, 2017, the Tax Cuts and Jobs Act was enacted and made key changes to US tax law which include (i) establish a flat corporate income tax rate of 21% to replace current rates that range from 15% to 35% and eliminates the corporate alternative minimum tax; (ii) create a territorial tax system rather than a worldwide system, which will generally allow companies to repatriate future foreign source earnings without incurring additional US taxes by providing a 100% exemption for the foreign source portion of dividends from certain foreign subsidiaries; (iii) subject certain foreign earnings on which US income tax is currently deferred to a one-time transition tax; (iv) create a “minimum tax” on certain foreign earnings and a new base erosion anti-abuse tax (BEAT) that subjects certain payments made by a US company to a related foreign company to additional taxes; (v) create an incentive for US companies to sell, lease or license goods and services abroad by effectively taxing them at a reduced rate; (vi) reduce the maximum deduction for Net Operating Loss (NOL) carryforwards arising in tax years beginning after 2017 to a percentage of the taxpayer’s taxable income, allows any NOLs generated in tax years beginning after December 31, 2017 to be carried forward indefinitely and generally repeals carrybacks; (vii) elimination of foreign tax credits or deductions for taxes (including withholding taxes) paid or accrued with respect to any dividend to which the new exemption applies, but foreign tax credits will continue to be allowed to offset tax on foreign income taxed to the US shareholder subject to limitations; (viii) limit the deduction for net interest expense incurred by US corporations, (ix) allow businesses to immediately write off (or expense) the cost of new investments in certain qualified depreciable assets made after September 27, 2017 (but would be phased down starting in 2023); (x) may require certain changes in tax accounting methods for revenue recognition; (xi) repeal the Section 199 domestic production deductions beginning in 2018; (xii) eliminate or reduce certain deductions, exclusions and credits, and adds other provisions that broaden the tax base. After the enactment of the Tax Act, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company has calculated an estimate of the impact of the Tax Act in our year-end income tax provision in accordance with our understanding of the Tax Act and guidance available as of the date of this filing. The provisional amount related to the re-measurement of our net U.S. deferred tax asset, based on the rate at which they are now expected to reverse in the future, considered immaterial, but which was fully and equally offset by a corresponding reduction in the Company’s valuation allowance. The effect of the change in federal corporate tax rate from 34% to 21% is subject to change based on resolution of estimates used in determining the amounts of deferred tax assets and liabilities that were re-measured. The Company will reflect any adjustments to the provisional amounts in the period the accounting is completed and expects to complete this analysis within the one-year measurement period provided by SAB 118. The change in U.S tax law has no impact on the consolidated financial statements. b. Tax rates applicable to Wize Israel and OcuWize: 1. Taxable income of the Subsidiary is subject to the Israeli Corporate tax rate which was 24%, 25% and 26.5% in 2017, 2016 and 2015 respectively. 2. On January 5, 2016, the Israeli Parliament officially published the Law for the Amendment of the Israeli Tax Ordinance (Amendment 216), that reduces the standard corporate income tax rate from 26.5% to 25%. 3. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), a reduction of the corporate tax rate in 2017 from 25% to 24%, and in 2018 and thereafter from 24% to 23%. The change in Israeli tax law has no impact on the consolidated financial statements. c. Net operating loss carry forward: As of December 31, 2017, the Company evaluated its net operating loss carryforwards for federal income tax purposes of approximately $3 million which expire in the years 2019 to 2037. The Company is still conducting a Section 382 analysis, which it expects to complete in the second quarter of 2018. The Company has no operating loss carryforwards for income tax purposes. Utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. As of December 31, 2017, the Company’s subsidiaries, Wize Israel and OcuWize have accumulated losses for tax purposes in the amount of approximately $7,337 and $231 respectively, which may be carried forward and offset against taxable income in the future for an indefinite period in Israel. d. As of December 31, 2017, Wize Israel’s 2011 tax assessment considered final. OcuWize has not received final tax assessment since its inception. e. Loss before taxes on income consists of the following: December 31, 2017 2016 Domestic $ 2 $ - Foreign (*) 2,964 1,139 $ 2,966 $ 1,139 (*) Relates to Wize Israel. f. 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, 2017 2016 Deferred tax assets: Operating loss carry forward $ 1,688 $ 1,293 Reserves and allowances 8 4 Research and development 8 15 Net deferred tax asset before valuation allowance 1,704 1,312 Valuation allowance (1,704 ) (1,312 ) 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, 2017 and 2016. g. Below is the reconciliation between the “theoretical” income tax expense or benefit, 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 December 31, 2017 2016 Loss before taxes on income, as reported in the statements of comprehensive loss 2,966 1,139 Theoretical tax benefit on this loss 716 285 Expenses not deductible for tax purposes (51 ) (66 ) Increase in taxes resulting mainly from taxable losses in the reported year for which no deferred tax assets were recognized (665 ) (219 ) Tax benefit - - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11:- COMMITMENTS AND CONTINGENCIES a. Litigation: From April 2015 to September 2015, Wize Israel and its directors who were also employees of Wize Israel received a number of letters from Go D.M. Investments Ltd (“Go D.M.”), an Israeli public company, engaged at the time in the field of repositioning of drugs, regarding its claims on various issues. On January 16, 2017, a settlement was signed between Go D.M. and certain parties related to the abovementioned litigation. On January 19, 2017, the Settlement was submitted to the Tel Aviv District Court for approval. On the same date, the Court ruled that the Settlement would be given the force of a legal ruling subject to meeting the preconditions as per the Settlement, including the Court’s approval of the arrangement in accordance with Section 350 of the Companies Law, 1999, and by February 21, 2017 the parties will update the Court on compliance with these conditions, and in the event that this takes place, the Settlement will be given the force of a legal ruling. On March 26, 2017, the parties entered into settlement agreement pursuant to which it was agreed on final, full and absolute waiver of any claims, suits and demands by the parties for legal proceedings and/or by anyone operating on their behalf (including subsidiaries, controlling shareholders and interested parties, executives and officers, directors). b. Agreements: 1. Commencing April 1, 2015, the Company entered into a rental agreement regarding its offices from WTP Israel (Product Waste) Ltd., which is under the control, inter alia, of Messrs. Avner Arazi (“Arazi”) and Amir Bramli (“Bramli”), who are shareholders of the Company (the “Rental Agreement”), on back to back conditions, at the same cost borne by the owner, to amount of $4 per month. In January 2016, the Company discontinued the Rental Agreement described above with no additional costs. 2. On March 31, 2016, the Company signed an agreement to rent an office from an unrelated third party. The rental period is one year from that date, but it can be discontinued with 30 days’ advance written notice. The rental fees amounted to $1 per month plus participation in office usage expenses. Starting April 2017, the Company rents its offices from another third party for a rental fee of a $ 2 with an option to terminate the lease at any time. 3. For the Company’s engagement in a License Agreement to market a drug and amendment to such an agreement, see also Note 5 above. 4. On June 19, 2017 (the “Effective Date”), Wize Israel entered into a finder’s fee agreement with a service provider (through his wholly owned company), who is also a director of the Company (the “Vendor”), pursuant to which the Vendor is entitle to receive a royalty rate of 5% on all of Wize Israel’s revenues to the extent such revenues are earned from relationships initiated by the Vendor and agreed to by Wize Israel. The term of the agreement is for 12 months unless earlier terminated. Either party may terminate upon 21 days’ notice. The Vendor introduced Wize Israel and the Company to the Chinese Distributor (see also Note 5). During the period commencing the Effective Date and ended December 31, 2017, the vendor has not earned any royalties, and the Company has no obligation to pay any royalties. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Deficit [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 12:- STOCKHOLDERS’ DEFICIT a. The common stock confers 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 December 11, 2017, the Company announced a notice of special meeting of stockholders, according to which, a special meeting of the stockholders was held on February 19, 2018, for the purpose of considering to grant the Company’s Board of Directors the authority, in its sole direction, to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-10 and not more than 1-for-200. On February 19, 2018, the stockholders of the Company approved a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than one for ten and not more than one for two hundred at any time prior to February 19, 2019, with such ratio to be determined by the Company’s Board of Directors, in its sole discretion. On February 22, 2018, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding common stock by a ratio of 1-for-24 (“Reverse Stock Split”) (see also Note 15g). For accounting purposes, all share and per share amounts for Common Stock, warrants stock, options stock (including Right for Future Investment and Investment Option) and loss per share amounts have been adjusted to give retroactive effect to the Reverse Stock Split (see also Note 1d) for all periods presented in these consolidated financial statements. Any fractional shares that resulted from the Reverse Stock Split have been rounded up to the nearest whole share. c. Equity investment: On June 23, 2017, Wize Israel entered into a Private Placement Agreement (the “2017 PIPE Agreements”) with each of Eliahu Peretz (“Peretz”), Yaacov Zrachia (“Zrachia”), Simcha Sadan (“Sadan”) and Jonathan Brian Rubini (“Rubini”, and together with Peretz, Zrachia and Sadan, the “2017 PIPE Investors”). Pursuant to the 2017 PIPE Agreements, the 2017 PIPE Investors agreed to invest a total of NIS 3,490,000 (approximately $966) in exchange for a total of 860,987 ordinary shares of Wize Israel (the “2017 PIPE”), at a price per share of NIS 4.05 (approximately $1.15), with Peretz undertaking to invest NIS 490,000 (approximately $139 according to the exchange rate as of June 23, 2017) in exchange for the private placement of 120,884 ordinary shares of Wize Israel (the “Peretz Investment”) and each of Zrachia, Sadan and Rubini (the “Other Investors”) undertaking to invest NIS 1,000,000 (approximately $282 according to the exchange rate as of June 23, 2017) in exchange for the private placement of 246,701 ordinary shares of Wize Israel each (together, the “Other Investments”). Subject to the Closing Date of the Merger (see also Note 1d), Wize Israel also undertook to cause the Company to grant warrants to each of the 2017 PIPE Investors Warrants, with each Warrant being exercisable into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with a term of three years from the date of grant. According to the 2017 PIPE Agreements, the number of Warrants and the exercise price thereof will reflect, prior to giving effect to an adjustment based on the Exchange Ratio, (i) 30,625 warrants to Peretz and (ii) 62,500 warrants to each of the Other Investors, each warrant exercisable into one ordinary share of Wize Israel, at an exercise price of NIS 28.8 per share (approximately $8.4 according to the exchange rate as of December 31, 2017). According to the Exchange Ratio, Peretz was granted 126,928 Warrants exercisable into Common Stock and each of the Other Investors was granted 259,036 Warrants exercisable into Common Stock. Sadan’s commitment to provide his portion of the Other Financing was conditioned upon Wize Israel not raising more than NIS 3,500,000 (approximately $988 according to the exchange rate as of June 23, 2017) and not less than NIS 2,000,000 (approximately $565 according to the exchange rate as of June 23, 2017) in the 2017 PIPE, including the amount to be invested by Sadan. On June 22, 2017, Ridge provided notice to Wize Israel that it has waived its right to adjust the 2017 Loan Conversion Price in connection with the Peretz Investment. In July 2017, Wize Israel completed the Peretz Investment and Other Investments. However, Ridge did not waive its right to adjust the 2017 Loan Conversion Price in connection with the Other Investments. As a result of the Peretz Investment and Other Investments, the current 2017 Loan Conversion Price for Rimon Gold, Fisher and Ridge was adjusted from NIS 24.00 (approximately $6.72 according to the exchange rate as of June 23, 2017) to NIS 16.8 (approximately $4.8 according to the exchange rate as of June 23, 2017) and as a result of the Merger, the 2017 Loan Conversion Price of NIS16.8 (approximately $4.8) was adjusted in accordance with the Exchange Ratio to NIS 4.05 (approximately $1.15). As a result of the 2017 Loan Amendment, the aggregate principal amount of the 2017 Loan is $822,144 and the 2017 Loan Conversion Price was adjusted to $1.1112. During the period ended December 31, 2017, the investment amount of NIS 3,490,000 (approximately $1 million according to the exchange rate as of December 31, 2017) from Peretz Investment and Other Investments has been received and the Company issued a total of 860,987 ordinary shares and the warrants described above. d. See Notes 8a and 8b regarding the Rights to Future Investment in the Company. e. Treasury shares: Wize Israel had a negligible number and rate of shares from the issued capital originating from purchases prior to its Creditors’ Arrangement in 2015, the historic accumulated cost of which amounted to $747. All shares of Wize Israel held immediately prior to the Closing Date of the Merger by Wize Israel as treasury stock or otherwise, if any, and by the Company or any direct or indirect wholly owned subsidiary of the Company, were cancelled and no payment will be made with respect to those shares. Each issued and outstanding share of Merger Sub’s ordinary shares converted into one ordinary share of the post-merger Wize Israel, which will represent the only outstanding shares of capital stock of the post-merger Wize Israel from and after the Closing Date of the Merger. f. Stock based-compensation: 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 45,370 shares of Common Stock. As of December 31, 2017, the Company has 40,474 shares of Common Stock available for future grant under the 2012 Plan. As noted in Note 15e, the Company’s Board of Directors approved the adoption of the 2018 Stock Incentive Plan. As of August 20, 2015, Wize Israel’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. Wize Israel reserved for grants of options up to 2,000,000 of its Ordinary Shares. The exercise price and the vesting schedule of the options granted will be subject to Wize Israel’s Board of Directors discretion and expire 2 years after the ending of the vesting schedule on each batch. As noted in Note 1d, upon the Closing Date of the Merger, all the outstanding options under 2015 Plan have been cancelled. Transactions related to the grant of options to employees and directors under the 2012 Plan during the year ended December 31, 2017, were as follows: Year ended December 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year 4,896 $ 0.33 3.86 Granted - - Options outstanding and exercisable at end of year 4,896 $ 0.33 4.86 Transactions related to the grant of options to employees and directors under the 2015 Plan during the year ended December 31, 2017, were as follows: Year ended December 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year 109,659 $ 3.7 2.16 Exercised (*) (31,439 ) 0.82 Expired (see Note 12f) (78,220 ) - Options outstanding and exercisable at end of year - $ - - (*) On October 26, 2017 (prior to the merger transaction as described in Note 1d), the chairman of the Board of Directors of Wize Israel (“Chairman”) exercised 25,904 stock options into 25,904 ordinary shares of Wize Israel at an exercise price per share of NIS 2.89 (approximately $0.82) for a total amount of $21. On November 8, 2017, the Chairman exercised additional 5,535 stock options into 5,535 ordinary shares of Wize Israel on a cashless exercise basis. The aggregate intrinsic value represents the total intrinsic value (the difference between the deemed fair value of the Company’s Common Stock on the last day of fiscal 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 December 31, 2017. This amount is impacted by the changes in the fair value of the Company’s shares. The stock-based compensation expense amounting to $33 and $65 during the years ended December 31, 2017 and 2016 was recognized as part of general and administrative expenses in the consolidated statements of comprehensive loss. On February 22, 2018, the Company’s Board of Directors approved the adoption of the 2018 Stock Incentive Plan, including an Israeli annex, in order to grant to its employees, directors, consultants and/or contractors’ stock options, shares of Common Stock, restricted stock and restricted stock units of the Company (see also Note 15e). |
Selected Statements of Operatio
Selected Statements of Operations Data | 12 Months Ended |
Dec. 31, 2017 | |
Selected Statements of Operations Data [Abstract] | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 13:- SELECTED STATEMENTS OF OPERATIONS DATA a. General and administrative expenses: Year ended 2017 2016 Overseas travel $ 72 $ 16 Rent and office maintenance 53 27 Payroll and benefits 300 343 Professional services and consultation 472 303 Taxes and tolls 46 31 Director salary and insurance 63 63 Others 25 11 $ 1,031 $ 794 b. Financial expenses, net: Year ended December 31, 2017 2016 Financial income: Change in the fair value of derivative liability for Right to Future Investment $ - $ 76 Total finance income - 76 Financial expenses: Accrued interest on 2016 Loan 47 16 Amortization of BCF, proceeds allocated to the derivative liability and debt issuance costs for 2016 Loan 1,122 122 Amortization of discount and exchange rate differences on license purchase obligation 3 38 Bank commissions and exchange rates (1 ) 5 Change in the fair value of derivative liability for right to future investment 253 - Loss from extinguishment of convertible loans 61 - Total financial expenses 1,485 181 Total financial expenses, net $ 1,485 $ 105 |
Related Parties Balances and Tr
Related Parties Balances and Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Parties Balances and Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 14:- RELATED PARTIES BALANCES AND TRANSACTIONS a. Balances with interested and related parties: December 31, 2017 2016 Other accounts payable (1) $ 10 $ 13 Loans from controlling stockholder (2) $ - $ 117 Convertible Loans (2) $ 965 $ - b. Transactions with interested and related parties: Year ended December 31, 2017 2016 Amounts charged to: General and administrative expenses (1) $ 87 $ 78 Finance expenses (2) $ 290 $ - (1) On September 30, 2015, the shareholders meeting approved the Employment Agreement (“Agreement”) of a relative to a controlling shareholder (“Relative”), as strategic consultant to the Company through a company under the Relative’s control, effective as of April 29, 2015, and for a period of three years from the date of such approval. The services will include strategic consulting in the field of business development in Israel and abroad, raising funds and others. The consulting fees in accordance with the Agreement, shall be 25,000 NIS per month (approximately $7 according to the average exchange rate during the years ended December 31, 2017 and 2016) which may be updated by up to 30%, subject to the opinion of the Company’s Compensation Committee and the Company’s compliance with the goals set in the Agreement of the Relative. (2) See also Note 8b and Note 9. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15:- SUBSEQUENT EVENTS a . On January 8, 2018, Wize Israel entered into a Memorandum of Understanding (“MOU”) with Resdevco in connection with the License Agreement (see also Note 5), pursuant to which, Resdevco granted to Wize Israel and its permitted assignees an exclusive royalty bearing license to sell and distribute worldwide (excluding the Licensed Territories, Switzerland, Germany and Netherlands, the “Additional Territories”), under the LO2A licensed technology, products in the field of ophthalmic disorders, under the terms and conditions set forth in the MOU, including the following: (i) the license for each Additional Territory shall be conditional on signing a specific license agreement for each Additional Territory that shall include the basic terms and conditions set forth in the MOU, including reaching minimum sales targets in such Additional Territory pursuant to a formula set forth in the MOU; (ii) for each Additional Territory, both Wize Israel and the local distributor shall be responsible to pay Resdevco a minimum per product fee in accordance with a formula set forth in the MOU and the agreement with the distributor shall be subject to Resdevco’s prior approval (which shall not be unreasonably withheld); (iii) if Resdevco introduces Wize Israel to a distributor in any Additional Territory, Wize Israel will enter good faith negotiations with such distributor and, if Wize Israel does not reach an agreement with such distributor, Resdevco may enter into a distribution agreement with such distributor, in which case, Wize Israel will provide the services it typically provides to its other distributors in consideration for a portion of the royalties payable to Resdevco; and (iv) the license granted under the MOU is for an initial term of 5 years and, thereafter, automatically renews for additional terms of 5 years each, subject to full compliance with the terms set forth in the MOU and as long as the License Agreement is in effect. The MOU also provides that it shall be in effect until a definitive agreement reflecting the terms of the MOU is executed, which the parties committed to exercise their best efforts to do within three months. b . On January 21, 2018, Resdevco provided a notice to Wize Israel and the Subsidiary agreeing to postpone Wize Israel’s minimum royalty payment obligation of $150 with respect to the United States pursuant to the License Agreement (the “2018 Payment”) from January 1, 2018 to July 29, 2018, provided that Resdevco would be entitled to offset any amounts owed by Resdevco to Wize Israel against the 2018 Payment. c . On February 6, 2018, the Company filed a Registration Statement on Form S-1 for the purpose of registering (i) 2,218,794 shares Common Stock; (ii) 1,396,428 shares of Common Stock which are issuable upon conversion of 2016 Loan and 2017 Loan; (iii) 1,534,626 shares of Common Stock which are issuable upon the exercise of certain investment rights granted by us to such selling stockholders and (iv) 904,036 shares of Common Stock which are issuable upon exercise of warrants issued by us to these selling stockholders. d . On February 22, 2018, the Company’s Board of Directors approved the adoption of the 2018 Stock Incentive Plan (the “2018 Plan”), including an Israeli annex to comply with Israeli law, in particular the provisions of section 102 of the Israeli Income Tax Ordinance. Under the 2018 Plan, the Company may grant its employees, directors, consultants and/or contractors’ stock options, shares of Common Stock, restricted stock and restricted stock units of the Company. The Board of Directors is currently serving as the administrator of the 2018 Plan, although the 2018 Plan allows for the administrator to be a committee of the Board of Directors appointed by the Board of Directors for the purpose of the administration of the 2018 Plan. Each stock option granted is exercisable, unless otherwise determined by the administrator, in twelve equal installments over the three - year period from the date of grant. Unless otherwise determined by the administrator, the term of each award will be seven years. The exercise price per share subject to each option will be determined by the administrator, subject to applicable laws and to guidelines adopted by the Board of Directors from time to time. In the event the exercise price is not determined by the administrator, the exercise price of an option will be equal to the closing stock price of the Common Stock on the last trading day prior to the date of grant. Upon the adoption of the 2018 Plan, the Company’s Board of Directors reserved for issuance 435,052 shares of Common Stock. e. On February 28, 2018, the Company received notices from existing stockholders and lenders to exercise investment rights and warrants to purchase an aggregate of 575,134 shares of Common Stock. As of March 26, 2018, the Company received the aggregate exercise price of approximately $0.9 million and issued the underlying shares of Common Stock. f. On March 1, 2018, the Company filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate the Reverse Stock Split (see also Note 12b). |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Use of estimate in preparation of financial statements | a. Use of estimate in preparation of financial statements: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the consolidated financial statements, the most significant estimates and assumptions relate to the going concern assumptions and determining the fair value of embedded and freestanding financial instruments related to convertible loans. |
Principles of consolidation | b. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation. |
Functional currency | c. Functional currency: As Wize Israel activities were conducted in Israel and most of its financing was denominated and determined in New Israel Shekels (NIS), management has determined that the functional currency of Wize Israel was NIS. Following to the Closing Date of the Merger, the Company aims to direct its main operations in the United States market. In addition, following to the Closing Date of the Merger, the current convertible loans which were previously denominated in NIS, were changed into U.S. dollars terms, including their principal and conversion price. Similarly, the Company issued warrants eligible for exercise for the Company’s shares of common stock at an exercise price denominated in U.S. dollars. Also, the management believes the Company will raise funds through private investment rounds and / or from issuance of equity in dollar amounts by approaching the market in the United States. As a result, it was determined that the U.S dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, as of that date, the functional currency of the Company is the U.S. dollar. The reporting currency of the consolidated financial statements is U.S. dollars. Pre-merger, Wize Israel and OcuWize results were translated into U.S. dollars in accordance with the standards of the Financial Accounting Standards Board (“FASB”). Accordingly, assets and liabilities were translated from NIS to U.S. dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments (which result from translating an entity’s financial statements into U.S. dollars if its functional currency is different than the U.S. dollar) are reported in other comprehensive income and are reflected in equity, under “accumulated other comprehensive income (loss)”. Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the consolidated statement of comprehensive loss, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses as applicable. The following table presents data regarding the dollar exchange rate of relevant currencies: As of December 31, % of change 2017 2016 2017 2016 USD 1 = NIS 3.467 3.845 (9.8 ) (1.5 ) |
Cash equivalents | d. Cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. |
Restricted bank deposit | e. Restricted bank deposit: Restricted bank deposit is a deposit with maturities of more than three months and up to one year. The restricted bank deposit is presented at its cost, including accrued interest and represents cash which is used as collateral for Wize Israel’s credit card. |
Marketable equity securities | f. Marketable equity securities: The Company’s investment in marketable equity securities is classified as available-for-sale carried at fair value based on the quoted market price on the TASE, with unrealized gains and losses reported as a separate component of stockholders’ deficit 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 accounted for these marketable equity securities as available-for-sale carried at fair value since these marketable equity securities are available to be converted into cash to fund Company’s current operations. 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 and 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 other comprehensive income, 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 other comprehensive income. As of December 2017, the Company has not recorded loss from impairment. |
Property and equipment, net | g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Furniture and office equipment 10 |
Impairment of long-lived assets | h. Impairment of long-lived assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360 “Property, plant and equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the years ended December 31, 2017 and 2016, no impairment losses have been identified. |
Research and development expenses | i. Research and development expenses: Research and development expenses are charged to the statement of comprehensive loss as incurred. In-Process Research and Development assets (“IPR&D”), acquired in an asset acquisition (i.e. assets acquired outside a business combination transactions) that are to be used in a research and development project which are determined not to have an alternative future use are charged to expense at the acquisition date in accordance with ASC 730, “Research and Development”. |
Severance pay | j. Severance pay: Wize Israel has one employee as of December 31, 2017. Wize Israel’s liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), pursuant to which all Wize Israel’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release Wize Israel from any future severance payments in respect of those employees. Wize Israel has made all of the required payments as of December 31, 2017. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. Severance expenses for the years ended December 31, 2017 and 2016 amounted to $10 and $8, respectively. |
Income taxes | k. Income taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on 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. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2017 and 2016, no liability for unrecognized tax positions has been recorded. |
Concentrations of credit risk | l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted bank deposits. Cash and cash equivalents and restricted bank deposits are invested in major banks in Israel. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Convertible loan | m. Convertible loan: 1. Allocation of proceeds: The proceeds received upon issuance of the 2016 Loan (see Note 8) together with a freestanding derivative financial instrument (derivative liability for right to future investment) were allocated to the financial instruments issued based on the residual value method. The detachable derivative financial instrument was recognized based on its fair value and the remaining amount of the proceeds was allocated to the 2016 Loan component. 2. Beneficial Conversion Features (“BCF”): a. The Company has considered the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and determined that the embedded conversion feature of the 2016 Loan should not be separated from the host instrument because it qualifies for equity classification. Furthermore, the Company applied ASC 470-20, “Debt - Debt with Conversion and Other Options” which clarifies the accounting for instruments with BCF or contingently adjustable conversion ratios, and has applied the BCF guidance to determine whether the conversion feature is beneficial to the investor. The BCF has been calculated by allocating the proceeds received in financing transactions to the 2016 Loan and to any detachable freestanding financial instrument (derivative liability for future investment (see also Note 8)) included in the transaction, and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the allocated proceeds. The intrinsic value of the conversion option with respect to the 2016 Loan was recorded as a discount on the 2016 Loan with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount on the 2016 Loan is amortized as interest expense over the contractual term of the 2016 Loan by using the effective interest method. b. The Company has considered the provisions of ASC 815-15, “Derivatives and Hedging - Embedded Derivatives” (“ASC 815-15”), and determined that the embedded conversion feature of the 2017 Loan cannot be considered as clearly and closely related to the host debt instrument, However, it was determined that the embedded conversion feature should not be separated from the host instrument because the embedded conversion option, if freestanding, does not meet the definition of a derivative in accordance with the provisions of ASC 815-10, since its terms do not require or permit net settlement. Thus, it was determined that the conversion feature does not meet the characteristic of being readily convertible to cash. The Company applied ASC 470-20 which clarifies the accounting for instruments with BCF or contingently adjustable conversion ratios. Pursuant to ASC 470-20-30, the amount of the BCF with respect to the 2017 Loan was calculated at the commitment date, as the difference between the conversion price (i.e. the entire proceeds received for the 2017 Loan) and the aggregate fair value of the common stock and other securities (which consist of the Investment Option) into which the 2017 Loan is convertible. As such difference was determined to be greater than the amount of the entire proceeds originally received for the 2017 Loan, the amount of the discount assigned to the BCF was limited to the amount of the entire proceeds. If a convertible instrument contains conversion terms that are adjusted upon the occurrence of a future event, or as a result of anti-dilution adjustment provisions, any changes to the conversion terms might result in the recognition of an additional BCF. 3. Modifications or exchanges: Modifications to, or exchanges of, financial instruments such as convertible loans, are accounted for as a modification or an extinguishment, following to provisions of ASC 470-50, “Debt- Modification and Extinguishments”. Such an assessment is done by management either qualitatively or quantitatively based on the facts and circumstances of each transaction. Under ASC 470-50, modifications or exchanges are generally considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. The instruments are considered “substantially different” when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the present value of the cash flows under the terms of the new debt instrument is less than 10%, the debt instruments are not considered to be substantially different, except in the following two circumstances (i) The transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) The transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. If the original and new debt instruments are considered as “substantially different”, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. If a convertible debt instrument with a beneficial conversion option that was separately accounted for in equity, is extinguished prior to its conversion or stated maturity date, a portion of the reacquisition price is allocated to the repurchase of the beneficial conversion option. The amount of the reacquisition price allocated to the beneficial conversion option is measured using the intrinsic value of that conversion option at the extinguishment date. The residual amount, if any, is allocated to the convertible debt instrument. The gain or loss on the extinguishment of the convertible debt instrument is determined based on the difference between the carrying amount and the allocated reacquisition price. Modifications to, or exchanges of equity financial instruments such as right to future investment, are accounted for as a modification or an extinguishment in a similar manner as described above. Such an assessment is done by management either qualitatively or quantitatively based on the facts and circumstances of each transaction. Among others, management considers whether, the fair value of the financial instruments before and after the modification or exchange are substantially different. If the original and new equity instruments are considered as “substantially different”, the original instrument is derecognized and the new instrument is initially recorded at fair value, with the difference recognized as a reduction of, or increase to, retained earnings as a deemed dividend. 4. Issuance costs of convertible loan: a. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2016 Loan (or costs allocated to such component in a package issuance) are presented as a direct deduction from the amount of the 2016 Loan and in subsequent periods such costs (together with the discount created by the BCF) expensed as financing expenses over the contractual term of the 2016 Loan by using the effective interest method. Any such costs that were allocated to the derivative component were expensed as incurred. b. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2017 Loan also discussed in Note 8 (or costs allocated to such component in a package issuance) were presented as a deferred asset since the 2017 loan was completely discounted at the initial recognition. In subsequent periods, such expenses were amortized ratably over the original term of the 2017 Loan. |
Fair value of financial instruments | n. Fair value of financial instruments: ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. 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 carrying amounts of cash and cash equivalents, short-term bank deposits, other accounts receivable, trade payables and other accounts payable approximate their fair value due to the short-term maturities of such instruments. Fair value of the marketable equity securities is determined based on a Level 1 input. Derivative financial instruments are measured at fair value, on a recurring basis. The fair value of derivatives generally reflects the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting dates, based on the prevailing currency or stock prices, as applicable. The fair value measurement of the derivative liability for right to future investment and the extinguishment of 2017 Loan and 2016 Loan are classified within Level 3. Following the modification described in Note 8a, based on the modified terms of the Right of Future Investment, Wize Israel’s management engaged an external appraiser that measured the fair value of the Right of Future Investment immediately prior to the Modification Date at NIS 1,042,000 (approximately $280 according to the exchange rate as of the Modification Date) and reclassified such amount from a derivative liability to additional paid-in capital. The following tabular presentation reflects the components of the derivative liability associated with such rights during the years ended December 31, 2016 and 2017: Fair value Balance at 2016 Loan Origination Date (Note 8a) $ 110 Change in the fair value of derivative liability (76 ) Balance at December 31, 2016 $ 34 Change in the fair value of derivative liability 246 Reclassification of derivative liability into equity (280 ) Balance at December 31, 2017 $ - |
Legal and other contingencies | o. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2017, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Treasury shares | p. Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company as treasury stock, until such shares are retired and removed from the account. |
Derivatives | q. Derivatives: The Company applies the provisions of ASC Topic 815, “Derivatives and Hedging” pursuant to which all the derivative financial instruments are recognized as either financial assets or financial liabilities on the balance sheet at fair value. The accounting for changes in the fair value of a derivative financial instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. As of December 31, 2016, the balance of derivative instruments consisted of derivative liability for right to future investment in an amount of $34 (see also r below and Note 8), and is stated at fair value. During the years ended December 31, 2017 and 2016, the Company did not designate any financial instruments for hedging purposes. |
Derivative liability for right to future investment | r. Derivative liability for right to future investment: The Company reviewed the terms of such obligation and determined that it is not eligible to be classified as a component of permanent equity, as such instrument permitted the holder to receive a variable number of shares of common stock upon exercise, by investment of cash amount that will be determined at the discretion of the holder (up to a pre-determined cap). Accordingly, such financial instrument was accounted for as a derivative liability and as such was measured upon initial recognition and re-measured at subsequent reporting periods at fair value. Changes in the fair value were recorded in the consolidated statement of comprehensive loss within the caption “financial expense, net”. The terms of aforesaid right to future investment have been modified and as a result the derivative liability for right to future investment was reclassified into additional paid-in capital (see also Note 8c). |
Basic and diluted loss per share | s. Basic and diluted loss per share: Basic loss per share is computed by dividing the loss for the period applicable to Ordinary Shareholders by the weighted average number of shares of common stock outstanding during the period. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of options or warrants issued or granted using the “treasury stock method” and upon the conversion of 2017 Loan and 2016 Loan using the “if-converted method”, if the effect of each of such financial instruments is dilutive. For the years ended December 31, 2017 and 2016, all outstanding stock options and other convertible instruments have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. As described in Note 12b, for accounting purposes, the loss per share amounts have been adjusted to give retroactive effect to the Exchange Ratio and the Reverse Stock Split for all periods presented in these consolidated financial statements. The loss and the weighted average number of shares used in computing basic and diluted net loss per share for the years ended December 31, 2017 and 2016, is as follows: Year ended December 31, 2017 2016 Numerator: Net loss $ 2,966 $ 1,139 Deemed dividend with respect to right for future investment $ 3 - Net loss available to stockholders of Common Stock $ 2,969 $ 1,139 Denominator: Shares of common stock used in computing basic and diluted net loss per share 3,438,842 3,022,906 Net loss per share of Ordinary Share, basic and diluted $ 0.87 $ 0.38 |
Accumulated other comprehensive income (loss) | t. Accumulated other comprehensive income (loss): Accumulated other comprehensive income (loss), presented in stockholders’ deficit, includes (i) gains and losses that were incurred from the translation of the pre-merger results of Wize Israel and OcuWize to the reporting currency (see also Note 2c) and (ii) unrealized gain from the change in the fair value of marketable equity securities that are classified as available-for-sale. The components of accumulated other comprehensive income (loss) as of December 31, 2016 and 2017 were as follows: Total accumulated other comprehensive income Balance at December 31, 2016 (*) $ 5 Foreign currency translation adjustment (78 ) Unrealized gain on marketable securities 26 Balance at December 31, 2017 $ (47 ) (*) consist solely of the foreign currency translation adjustment |
Stock-based compensation | u. Stock-based compensation: Stock-based compensation to employees is accounted for in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires estimation of 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 period. Stock-based compensation expense is recognized for the value of awards granted based on the accelerated 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 fair value of stock options granted to Wize Israel employees was estimated 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 Wize Israel on a weekly basis since the marketability of Wize Israel is less than the expected option term. The expected option term represents the period that Wize Israel’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 Wize Israel’s historical experience and expectation of no future dividend payouts. Wize Israel 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 to employees and directors of Wize Israel was estimated at the date of grant using a binominal model with the following weighted average assumptions: 2016 Dividend yield 0% Expected volatility 86.16% Risk-free interest rates 0.43%-1.03% Expected life (years) 2.00-4.00 ASC 505-50, “Equity-Based Payments to Non-Employees” (“ASC 505”) provisions are applied with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the grant date, and at the end of each accounting period between the grant date and the final measurement date. Upon the Closing Date of the Merger (see also Note 1d), all the outstanding options under 2015 Plan of Wize Israel were cancelled (see also Note 12f). |
Disclosure of new Standards in the period | v. Disclosure of new Standards in the period On March 30, 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation”, which effects all entities that issue share-based payment awards to their employees. The amendments in this ASU cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This ASU was effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. The Company decided to adopt the new guidance prospectively. This new guidance does not have a material impact on the Company’s consolidated financial statements. |
Recent Accounting Pronouncements not adopted yet | w. Recent Accounting Pronouncements not adopted yet 1. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements. 2. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): “Clarifying the Definition of a Business”, which provides amendments to clarify the definition of a business and affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and should be applied prospectively as of the beginning of the period of adoption. Early adoption is permitted under certain circumstances. The Company adopted ASU 2017-01 on January 1, 2018 and it did not have an impact on its accounting and disclosures. 3. In May 2017, the FASB issued ASU 2017-09, “Scope of Modification Accounting” guidance on changes to terms and conditions of share-based payment awards. The amendment provides guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting. The guidance will be effective for the fiscal year beginning on January 1, 2018, including interim periods within that year (early adoption is permitted). The Company is currently evaluating the potential effect of the guidance on its consolidated financial statements. 4. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)”, which allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common stockholders in computing basic earnings per share. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using either a full or modified retrospective approach. The Company is evaluating the impact of the revised guidance. |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Schedule of exchange rate of relevant currencies | As of December 31, % of change 2017 2016 2017 2016 USD 1 = NIS 3.467 3.845 (9.8 ) (1.5 ) |
Schedule of straight-line method over the estimated useful lives | % Computers and electronic equipment 33 Furniture and office equipment 10 |
Schedule of derivative liability | Fair value Balance at 2016 Loan Origination Date (Note 8a) $ 110 Change in the fair value of derivative liability (76 ) Balance at December 31, 2016 $ 34 Change in the fair value of derivative liability 246 Reclassification of derivative liability into equity (280 ) Balance at December 31, 2017 $ - |
Schedule computing basic and diluted net loss per share | Year ended December 31, 2017 2016 Numerator: Net loss $ 2,966 $ 1,139 Deemed dividend with respect to right for future investment $ 3 - Net loss available to stockholders of Common Stock $ 2,969 $ 1,139 Denominator: Shares of common stock used in computing basic and diluted net loss per share 3,438,842 3,022,906 Net loss per share of Ordinary Share, basic and diluted $ 0.87 $ 0.38 |
Schedule of accumulated other comprehensive income (loss) | Total accumulated other comprehensive income Balance at December 31, 2016 (*) $ 5 Foreign currency translation adjustment (78 ) Unrealized gain on marketable securities 26 Balance at December 31, 2017 $ (47 ) (*) consist solely of the foreign currency translation adjustment |
Schedule of weighted average assumptions | 2016 Dividend yield 0% Expected volatility 86.16% Risk-free interest rates 0.43%-1.03% Expected life (years) 2.00-4.00 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Assets [Abstract] | |
Summary of other current assets | December 31, 2017 2016 Prepaid expenses $ 3 $ 10 Governmental authorities 37 19 $ 40 $ 29 |
License Purchase Obligation (Ta
License Purchase Obligation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
License Purchase Obligation [Abstract] | |
Schedule of repayment dates of the remaining minimal commitment on the financial liability | As of December 31, 2017 2016 Repayment dates: January 1, 2017 $ - $ 150 January 1, 2018 250 83 Remaining balance 250 233 Current liability 250 150 Non-current liability - 83 Total $ 250 $ 233 (*) Upon initial recognition, the balance was discounted according to an annual discount rate of 21%, which in management’s opinion reflected the Company’s credit risk as of the initial recognition of the liability (see also Note 5). |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Accounts Payable [Abstract] | |
Schedule of other accounts payable | December 31, 2017 2016 Employees and payroll accruals (*) $ 101 $ 79 Accrued expenses 95 135 $ 196 $ 214 (*) As of December 31, 2017 and 2016, most of the sum refers to a debt to the Company’s Chief Executive Officer, with whom the Company had reached an agreement regarding postponing the payment date. The debt is expected to be paid in the foreseeable future. |
Convertible Loan and Financia27
Convertible Loan and Financial Derivative Liability For the Right to Future Investment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Loan and Financial Derivative Liability for the Right to Future Investment [Abstract] | |
Schedule of 2017 Loan and 2016 Loan that were amended to be denominated in U.S. dollars instead of NIS | 2017 Loan 2016 Loan Aggregate principal amount $ (*) 822 $ 531 Conversion price per Company’s share $ 1.1112 $ 0.9768 Aggregate maximum of Right to Future Investment $ (**) 1,233 $ 797 Exercise Price of Right to Future Investment $ 1.332 $ 1.308 (*) Principal loan amount of $274 for each of the 2017 Lenders. (**) Maximum of Right to Future Investment of $411 for each of the 2017 Lenders. |
Schedule of roll forward of 2017 Loan and 2016 Loan | December 31, 2017 2016 Opening balance $ 289 $ - Proceeds from issuance of convertible loan, net of issuance cost 811 508 Recognition of derivative liability related to 2016 Loan - (110 ) Recognition of BCF as a discount of 2017 Loan (811 ) (247 ) Amortization of discounts resulting from BCF and derivative liability and debt issuance costs related to 2017 Loan and 2016 Loan 1,122 122 Accrued interest on 2017 Loan and 2016 Loan 47 16 Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishment (1,458 ) - Amount allocated to 2016 and 2017 Loan based on modified terms 3,204 - $ 3,204 $ 289 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Taxes on Income [Abstract] | |
Summary of loss before taxes on income | December 31, 2017 2016 Domestic $ 2 $ - Foreign (*) 2,964 1,139 $ 2,966 $ 1,139 (*) Relates to Wize Israel. |
Summary of deferred income taxes | December 31, 2017 2016 Deferred tax assets: Operating loss carry forward $ 1,688 $ 1,293 Reserves and allowances 8 4 Research and development 8 15 Net deferred tax asset before valuation allowance 1,704 1,312 Valuation allowance (1,704 ) (1,312 ) Net deferred tax asset $ - $ - |
Summary of income tax expense or benefit | Year ended December 31, 2017 2016 Loss before taxes on income, as reported in the statements of comprehensive loss 2,966 1,139 Theoretical tax benefit on this loss 716 285 Expenses not deductible for tax purposes (51 ) (66 ) Increase in taxes resulting mainly from taxable losses in the reported year for which no deferred tax assets were recognized (665 ) (219 ) Tax benefit - - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
2012 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of grant of options to employees and directors | Year ended December 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year 4,896 $ 0.33 3.86 Granted - - - Options outstanding and exercisable at end of year 4,896 $ 0.33 4.86 |
2015 Wize Israel's Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of grant of options to employees and directors | Year ended December 31, 2017 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year 109,659 $ 3.7 2.16 Exercised (*) (31,439 ) 0.82 Expired (see Note 12f) (78,220 ) - Options outstanding and exercisable at end of year - $ - - (*) On October 26, 2017 (prior to the merger transaction as described in Note 1d), the chairman of the Board of Directors of Wize Israel (“Chairman”) exercised 25,904 stock options into 25,904 ordinary shares of Wize Israel at an exercise price per share of NIS 2.89 (approximately $0.82) for a total amount of $21. On November 8, 2017, the Chairman exercised additional 5,535 stock options into 5,535 ordinary shares of Wize Israel on a cashless exercise basis. |
Selected Statements of Operat30
Selected Statements of Operations Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Statements of Operations Data [Abstract] | |
Schedule of general and administrative expenses | Year ended 2017 2016 Overseas travel $ 72 $ 16 Rent and office maintenance 53 27 Payroll and benefits 300 343 Professional services and consultation 472 303 Taxes and tolls 46 31 Director salary and insurance 63 63 Others 25 11 $ 1,031 $ 794 |
Schedule of financial expenses, net | Year ended December 31, 2017 2016 Financial income: Change in the fair value of derivative liability for Right to Future Investment $ - $ 76 Total finance income - 76 Financial expenses: Accrued interest on 2016 Loan 47 16 Amortization of BCF, proceeds allocated to the derivative liability and debt issuance costs for 2016 Loan 1,122 122 Amortization of discount and exchange rate differences on license purchase obligation 3 38 Bank commissions and exchange rates (1 ) 5 Change in the fair value of derivative liability for right to future investment 253 - Loss from extinguishment of convertible loans 61 - Total financial expenses 1,485 181 Total financial expenses, net $ 1,485 $ 105 |
Related Parties Balances and 31
Related Parties Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Parties Balances and Transactions [Abstract] | |
Schedule of interested and related parties | December 31, 2017 2016 Other accounts payable (1) $ 10 $ 13 Loans from controlling stockholder (2) $ - $ 117 Convertible Loans (2) $ 965 $ - (1) On September 30, 2015, the shareholders meeting approved the Employment Agreement (“Agreement”) of a relative to a controlling shareholder (“Relative”), as strategic consultant to the Company through a company under the Relative’s control, effective as of April 29, 2015, and for a period of three years from the date of such approval. The services will include strategic consulting in the field of business development in Israel and abroad, raising funds and others. The consulting fees in accordance with the Agreement, shall be 25,000 NIS per month (approximately $7 according to the average exchange rate during the years ended December 31, 2017 and 2016) which may be updated by up to 30%, subject to the opinion of the Company’s Compensation Committee and the Company’s compliance with the goals set in the Agreement of the Relative. (2) See also Note 8b and Note 9. |
Schedule of transactions with interested and related parties | Year ended December 31, 2017 2016 Amounts charged to: General and administrative expenses (1) $ 87 $ 78 Finance expenses (2) $ 290 $ - (1) On September 30, 2015, the shareholders meeting approved the Employment Agreement (“Agreement”) of a relative to a controlling shareholder (“Relative”), as strategic consultant to the Company through a company under the Relative’s control, effective as of April 29, 2015, and for a period of three years from the date of such approval. The services will include strategic consulting in the field of business development in Israel and abroad, raising funds and others. The consulting fees in accordance with the Agreement, shall be 25,000 NIS per month (approximately $7 according to the average exchange rate during the years ended December 31, 2017 and 2016) which may be updated by up to 30%, subject to the opinion of the Company’s Compensation Committee and the Company’s compliance with the goals set in the Agreement of the Relative. (2) See also Note 8b and Note 9. |
General (Details)
General (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 23, 2017USD ($)$ / shares | Jun. 23, 2017ILS (₪) | Dec. 31, 2017USD ($)Businessdays$ / sharesshares | Dec. 31, 2017₪ / shares | Jun. 23, 2017₪ / shares | Dec. 31, 2016USD ($)$ / sharesshares | |
General (Textual) | ||||||
Issuance of units consisting of common stock and detachable warrants, net of issuance costs | $ 966 | |||||
Accumulated deficit | $ (26,452) | $ (23,483) | ||||
Preferred stock, shares authorized | shares | 1,000,000 | 1,000,000 | ||||
Common stock, shares authorized | shares | 500,000,000 | 100,000,000 | ||||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Merger [Member] | ||||||
General (Textual) | ||||||
Reverse stock split, description | The Closing Date of the Merger, each issued and outstanding ordinary share of Wize Israel was automatically converted into 4.1445791236989 shares of the Company's common stock (the "Exchange Ratio") (such number not being converted as per the Reverse Stock Split described in Note 12b). As a result, an aggregate of 3,915,469 shares, or 90% of the issued and outstanding common stock of the Company were issued to Wize Israel's shareholders. The pre-Merger stockholders of the Company retained an aggregate of 435,052 shares, or 10% of the issued and outstanding common stock of the Company. | |||||
Number of business days | Businessdays | 20 | |||||
Common Stock [Member] | ||||||
General (Textual) | ||||||
Issuance of units consisting of common stock and detachable warrants, net of issuance costs | $ 1 | |||||
Issuance of units consisting of common stock and detachable warrants, net of issuance costs, Shares | shares | 860,987 | |||||
2017 Loan Agreement [Member] | ||||||
General (Textual) | ||||||
Gross amount | $ 822 | |||||
Bears annual interest rate | 4.00% | |||||
Investment amount | $ 411 | |||||
Exercise price per share | $ / shares | $ 1.332 | |||||
2017 PIPE Agreement [Member] | ||||||
General (Textual) | ||||||
Issuance of units consisting of common stock and detachable warrants, net of issuance costs | $ 966 | ₪ 3,490,000 | ||||
Exercise price per share | (per share) | $ 1.15 | ₪ 4.05 | ||||
Direct and incremental issuance costs amount | $ 13 | ₪ 45,000 | ||||
Exercise price | (per share) | $ 8.40 | ₪ 28.8 | ||||
Warrants exercise price adjustment based on Exchange Ratio, description | (i) 30,625 warrants to Peretz and (ii) 62,500 warrants to each of the Other Investors, each warrant exercisable into one ordinary share of Wize Israel, at an exercise price of NIS 28.8 per share (approximately $8.40 according to the exchange rate as of December 31, 2017). According to the Exchange Ratio, Peretz was granted 126,928 Warrants exercisable into Common Stock and each of the Other Investors was granted 259,037 Warrants exercisable into Common Stock. | (i) 30,625 warrants to Peretz and (ii) 62,500 warrants to each of the Other Investors, each warrant exercisable into one ordinary share of Wize Israel, at an exercise price of NIS 28.8 per share (approximately $8.40 according to the exchange rate as of December 31, 2017). According to the Exchange Ratio, Peretz was granted 126,928 Warrants exercisable into Common Stock and each of the Other Investors was granted 259,037 Warrants exercisable into Common Stock. |
Significant Accounting Polici33
Significant Accounting Policies (Details) | Dec. 31, 2017$ / shares | Dec. 31, 2017₪ / shares | Dec. 31, 2016$ / shares | Dec. 31, 2016₪ / shares |
Significant Accounting Policies [Abstract] | ||||
Currencies | (per share) | $ 1 | ₪ 3.467 | $ 1 | ₪ 3.845 |
Currencies percentage | 9.80% | 9.80% | 1.50% | 1.50% |
Significant Accounting Polici34
Significant Accounting Policies (Details 1) | Dec. 31, 2017 |
Computers and electronic equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 33.00% |
Furniture and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10.00% |
Significant Accounting Polici35
Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | ||
Balance at 2016 Loan Origination Date (Note 8a) | $ 34 | $ 110 |
Change in the fair value of derivative liability | 246 | (76) |
Reclassification of derivative liability into equity | (280) | |
Ending Balance at Origination Date | $ 34 |
Significant Accounting Polici36
Significant Accounting Policies (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||
Net loss | $ 2,966 | $ 1,139 |
Deemed dividend with respect to right for future investment | 3 | |
Net loss available to stockholders of Common Stock | $ (2,969) | $ (1,139) |
Denominator: | ||
Shares of common stock used in computing basic and diluted net loss per share | 3,438,842 | 3,022,906 |
Net loss per share of Ordinary Share, basic and diluted | $ 0.86 | $ 0.38 |
Significant Accounting Polici37
Significant Accounting Policies (Details 4) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at December 31, 2016 | $ 5 |
Foreign currency translation adjustment | (78) |
Unrealized gain on marketable securities | 26 |
Balance at December 31, 2017 | $ (47) |
Significant Accounting Polici38
Significant Accounting Policies (Details 5) | 12 Months Ended |
Dec. 31, 2016 | |
Dividend yield | 0.00% |
Expected volatility | 86.16% |
Maximum [Member] | |
Risk-free interest rates | 1.03% |
Expected life (years) | 4 years |
Minimum [Member] | |
Risk-free interest rates | 0.43% |
Expected life (years) | 2 years |
Significant Accounting Polici39
Significant Accounting Policies (Details Textual) ₪ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016USD ($) | |
Significant Accounting Policies (Textual) | |||
Severance expense | $ 10 | $ 8 | |
Income tax benefit, description | The tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. | The tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. | |
Unrecognized tax | |||
Future investment | $ 280 | ₪ 1,042,000 | |
Derivative liability | $ 34 | ||
Percentage of deposits | 8.33% | 8.33% |
Marketable Equity Securities (D
Marketable Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Marketable Equity Securities (Textual) | ||
Ordinary shares investment holding | 446,827 | |
Fair value of the company's investment | $ 323 | |
Percentage of issued and outstanding share | 1.59% | |
Change in fair value of securities | $ 25 | |
Can Fite [Member] | ||
Marketable Equity Securities (Textual) | ||
Fair value of the company's investment | $ 298 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Assets [Abstract] | ||
Prepaid expenses | $ 3 | $ 10 |
Governmental authorities | 37 | 19 |
Other current assets | $ 40 | $ 29 |
License Agreement (Details)
License Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 03, 2017 | Jun. 11, 2015 | |
License Agreement (Textual) | |||||
Description of royalty payments | Which (1) with respect to the United States, means the non-refundable and non-deductible aggregate amount of $500 ("Minimum Commitment") over a period of three years commencing from 2015 ($400 out of which was already paid by Wize Israel) and an advance against royalties of $475 per year starting January 1, 2018, as modified in July 2017, (see also Note 6b), which annual advance shall be credited towards any royalties payable to Resdevco for that particular year, (2) with respect to Israel, means an upfront non-refundable and non-deductible payment of $30, payable at commencement of local sales, and an annual advance against royalties starting January 1, 2017 in increasing payments depending on the year (up to a maximum of $36) which annual advance shall be credited towards any royalties payable to Resdevco for that particular year, and (3) with respect to Ukraine, means an annual advance against royalties, starting in 2016, in increasing payments depending on the year (up to a maximum of $30), which yearly advance shall be credited towards any royalties payable to Resdevco for that particular year. | ||||
Description of license agreement term | The License Agreement has an initial term of seven years that expires in May 2022, and, unless Wize Israel provides prior notice of at least 12 months terminating the agreement, the License Agreement renews automatically each year. Wize Israel may terminate the License Agreement prior to May 2022 upon 180 days prior notice; provided that all payments previously made to Resdevco shall be non-refundable, any payments due during the 180-day notice period shall be payable to Resdevco and Wize Israel is required to pay a penalty of $100, depending on the timing of termination. | The Product in Ukraine for a period of 3 years ending December 31, 2018 | |||
Fair value of commitment amount | $ 397 | ||||
Percentage of discount rate | 21.00% | ||||
Payments for future royalties amounts | $ 250 | ||||
Granted shares of common stock | 36,397 | 36,397 | |||
Fair value of common stock granted | $ 801 | ||||
Fair value of discount rate, percentage | 10.30% | ||||
Research and development expenses | $ 450 | $ 240 | $ 1,201 | ||
Registration fees | $ 10 | ||||
Description of product registration expenses | The Company undertook to pay the Product registration expenses in Ukraine as well as license fees and yearly royalties of a sum of not less than $18 according to a mechanism set forth in the License Agreement. The minimal payment of $18 to secure the license to distribute the Product in Ukraine was recorded as part of research and development expenses and was paid in 2016. | ||||
Direct costs | $ 30 | ||||
Percentage of issued and outstanding share capital | 5.00% | ||||
Over Five Year Period [Member] | Maximum [Member] | |||||
License Agreement (Textual) | |||||
Minimum purchase obligations | $ 39,000 | ||||
Over Five Year Period [Member] | Minimum [Member] | |||||
License Agreement (Textual) | |||||
Minimum purchase obligations | $ 22,500 |
License Purchase Obligation (De
License Purchase Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Repayment dates: | |||
Current liability | $ 250 | $ 150 | |
Non-current liability | 83 | ||
Minimal Commitment [Member] | |||
Repayment dates: | |||
January 1, 2017 | [1] | 150 | |
January 1, 2018 | [1] | 250 | 83 |
Remaining balance | [1] | 250 | 233 |
Current liability | [1] | 250 | 150 |
Non-current liability | [1] | 83 | |
Total | [1] | $ 250 | $ 233 |
[1] | Upon initial recognition, the balance was discounted according to an annual discount rate of 21%, which in management's opinion reflected the Company's credit risk as of the initial recognition of the liability (see also Note 5). |
License Purchase Obligation (44
License Purchase Obligation (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 21, 2018 | Jul. 31, 2017 | Jan. 31, 2016 | May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
License Purchase Obligation (Textual) | |||||||
Reduced annual royalties, description | Wize Israel and Resdevco amended the License Agreement pursuant to which the annual royalties' amount of $475 will be reduced to $150 for 2018 and 2019. If Wize Israel obtains an FDA marketing license during 2019, the Company will be required to pay Resdevco the remainder of the payment of 2019. | ||||||
Percentage of discount rate | 21.00% | ||||||
Additional liability minimum commitment | $ 150 | ||||||
Subsequent Events [Member] | |||||||
License Purchase Obligation (Textual) | |||||||
Minimum royalty payment obligation, description | Resdevco agreed to postpone the minimum royalty payment obligation amounting to $150 from January 1, 2018 to July 29, 2018. | ||||||
Research and development expenses [Member] | |||||||
License Purchase Obligation (Textual) | |||||||
Amount of expense | $ 150 | $ 150 | |||||
License Agreement [Member] | |||||||
License Purchase Obligation (Textual) | |||||||
Licensing fees and royalties | $ 150 | $ 150 | $ 100 | $ 500 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Accounts Payable [Abstract] | |||
Employees and payroll accruals | [1] | $ 101 | $ 79 |
Accrued expenses | 95 | 135 | |
Total other accounts payable | $ 196 | $ 214 | |
[1] | As of December 31, 2017 and 2016, most of the sum refers to a debt to the Company's Chief Executive Officer, with whom the Company had reached an agreement regarding postponing the payment date. The debt is expected to be paid in the foreseeable future. |
Convertible Loan and Financia46
Convertible Loan and Financial Derivative Liability For the Right to Future Investment (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2017USD ($)$ / shares | |
2017 Loan [Member] | ||
Short-term Debt [Line Items] | ||
Aggregate principal amount | $ | $ 822 | [1] |
Conversion price per Company's share | $ / shares | $ 1.1112 | |
Aggregate maximum of Right to Future Investment | $ | $ 1,233 | [2] |
Exercise Price of Right to Future Investment | $ / shares | $ 1.332 | |
2016 Loan [Member] | ||
Short-term Debt [Line Items] | ||
Aggregate principal amount | $ | $ 531 | |
Conversion price per Company's share | $ / shares | $ 0.9768 | |
Aggregate maximum of Right to Future Investment | $ | $ 797 | |
Exercise Price of Right to Future Investment | $ / shares | $ 1.308 | |
[1] | Principal loan amount of $274 for each of the 2017 Lenders. | |
[2] | Maximum of Right to Future Investment of $411 for each of the 2017 Lenders. |
Convertible Loan and Financia47
Convertible Loan and Financial Derivative Liability For the Right to Future Investment (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
2017 Loan and 2016 Loan: | ||
Opening balance | $ 289 | |
Proceeds from issuance of convertible loan, net of issuance cost | 811 | 508 |
Recognition of derivative liability related to 2016 Loan | (110) | |
Recognition of BCF as a discount of 2017 Loan | (811) | (247) |
Amortization of discounts resulting from BCF and derivative liability and debt issuance costs related to 2017 Loan and 2016 Loan | 1,122 | 122 |
Accrued interest on 2017 Loan and 2016 Loan | 47 | 16 |
Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishment | (1,458) | |
Amount allocated to 2016 and 2017 Loan based on modified terms | 3,204 | |
Closing balance | $ 3,204 | $ 289 |
Convertible Loan and Financia48
Convertible Loan and Financial Derivative Liability For the Right to Future Investment (Details Textual) | Dec. 21, 2017 | Jan. 15, 2017USD ($)$ / shares | Jan. 15, 2017ILS (₪) | Mar. 30, 2017ILS (₪) | Feb. 22, 2017USD ($) | Mar. 20, 2016USD ($)$ / shares | Mar. 20, 2016ILS (₪) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2017ILS (₪) | Dec. 31, 2016USD ($) | Dec. 31, 2017ILS (₪) | Jun. 30, 2017ILS (₪) | Feb. 22, 2017₪ / shares | Jan. 15, 2017ILS (₪)₪ / shares | Dec. 31, 2016ILS (₪) | Mar. 20, 2016ILS (₪)₪ / shares | |
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Right future investment | $ 280,000 | ||||||||||||||||
Beneficial conversion feature | $ 811,000 | ₪ 3,000,000 | |||||||||||||||
Finance expenses | 263,000 | $ 122,000 | |||||||||||||||
Interest expense | 22,000 | 16,000 | |||||||||||||||
Converted loans received | ₪ | ₪ 3,000,000 | ||||||||||||||||
Deferred costs | 0 | ||||||||||||||||
Loss on extinguishment amount | (61,000) | ||||||||||||||||
2017 Lenders [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Principal amount | 274,000 | ||||||||||||||||
Right future investment | 411,000 | ||||||||||||||||
Wize Israel [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Finance expenses | 833,000 | ||||||||||||||||
Interest expense | $ 25,000 | ||||||||||||||||
Converted debt, description | (i) NIS 24 (approximately $6.24 according to the exchange rate as of June 23, 2017) and (ii) the lowest price per share of Wize Israel in any offering made by Wize Israel following the date of the 2017 Loan Agreement and through the date of such requested conversion, subject to adjustments for stock splits and similar events set forth in the 2017 Loan Agreement (the "2017 Loan Conversion Price"). | (i) NIS 24 (approximately $6.24 according to the exchange rate as of June 23, 2017) and (ii) the lowest price per share of Wize Israel in any offering made by Wize Israel following the date of the 2017 Loan Agreement and through the date of such requested conversion, subject to adjustments for stock splits and similar events set forth in the 2017 Loan Agreement (the "2017 Loan Conversion Price"). | |||||||||||||||
Wize Israel [Member] | Rimon Gold and Shimshon Fisher [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Loan amendment, description | (i) the Maturity Date of 2016 Loan Agreement and the 2017 Loan Agreement was extended to December 31, 2018; (ii) the Right to Future Investment of the 2016 Loan Agreement and the Investment Option of the 2017 Loan Agreement will expire on June 30, 2019 (instead of 18 months following the conversion of the loans); (iii) the principal amounts, conversion prices, the Right to Future Investment and the applicable exercise price with respect to the 2016 Loan Agreement and the Investment Option and the applicable exercise price with respect to the 2017 Loan Agreement, have been determined and denominated in dollar amount; (iv) the irrevocable guarantee, dated November 16, 2017, signed by the Company in favor of Rimon Gold in respect of the 2016 Loan Agreement and the 2017 Loan Agreement will continue to be valid in accordance with its terms even after the aforementioned Loan Amendment; (v) the Right to Future Investment of the 2017 Loan Agreement which was subject to conversion of the 2017 Loan has been separated from the conversion option and is now considered as a separate instrument (vi) all others terms as defined in the 2017 Loan Agreement are remained. | ||||||||||||||||
Ridge [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Finance expenses | $ 281,000 | ||||||||||||||||
Interest expense | $ 9,000 | ||||||||||||||||
Converted loans received | ₪ | 750,000 | ||||||||||||||||
Right Future Investment [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Reacquisition, description | In addition, the Reacquisition Price that was allocated to the newly detachable right to future investment related to the 2017 Loan was recognized directly to additional paid-in capital. Such financial instruments amounted to $1,115 as of December 21, 2017. | In addition, the Reacquisition Price that was allocated to the newly detachable right to future investment related to the 2017 Loan was recognized directly to additional paid-in capital. Such financial instruments amounted to $1,115 as of December 21, 2017. | |||||||||||||||
2016 Loan [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Principal amount | $ 531,000 | ||||||||||||||||
Conversion price | $ / shares | $ 0.9768 | ||||||||||||||||
Right future investment | $ 4,000 | $ 704,000 | |||||||||||||||
Loan proceeds | 2,104 | ||||||||||||||||
Debt costs | 16,000 | ₪ 63,000 | |||||||||||||||
Finance expenses | 12,000 | ||||||||||||||||
Discount rate | 15.00% | ||||||||||||||||
Fair value | 701,000 | ||||||||||||||||
Loss on extinguishment amount | 61,000 | ||||||||||||||||
2016 Loan [Member] | Rimon Gold Assets Ltd. [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Principal amount | $ 520,000 | ₪ 2,000,000 | |||||||||||||||
Interest rate | 4.00% | 4.00% | |||||||||||||||
Conversion price | $ / shares | $ 3.84 | ||||||||||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||||||||
Right future investment | $ 780,000 | ₪ 3,000,000 | |||||||||||||||
Converted loan outstanding | $ 26,000 | ₪ 100,000 | |||||||||||||||
2016 Loan [Member] | Wize Israel [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Interest rate | 15.00% | 15.00% | |||||||||||||||
Conversion price | ₪ / shares | ₪ 20.4 | ₪ 15.2592 | |||||||||||||||
Initial recognition amount | $ 110,000 | ₪ 423,000 | |||||||||||||||
Percentage of fair value | 75.00% | 75.00% | |||||||||||||||
Beneficial conversion feature | $ 247,000 | ₪ 946,000 | |||||||||||||||
2016 Loan [Member] | Debt [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Loan proceeds | $ 410,000 | ₪ 1,577,000 | |||||||||||||||
2017 Loan [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Principal amount | [1] | $ 822,000 | |||||||||||||||
Conversion price | $ / shares | $ 1.1112 | ||||||||||||||||
Maturity date | Dec. 31, 2017 | Dec. 31, 2017 | |||||||||||||||
Right future investment | $ 246,000 | ||||||||||||||||
Loan proceeds | 2,985 | ||||||||||||||||
Converted loan outstanding | $ 26,000 | ₪ 100,000 | |||||||||||||||
Deferred costs | ₪ | 0 | ||||||||||||||||
Loss on extinguishment amount | 61,000 | ||||||||||||||||
2017 Loan [Member] | 2017 Lenders [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Principal amount | $ 270,000 | ₪ 1,000,000 | |||||||||||||||
Conversion price | ₪ / shares | ₪ 1 | ||||||||||||||||
2017 Loan [Member] | Wize Israel [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Interest rate | 120.00% | 120.00% | |||||||||||||||
Conversion price | ₪ / shares | ₪ 1.50 | ||||||||||||||||
Debt costs | 26,000 | ₪ 90,000 | |||||||||||||||
Finance expenses | $ 26,000 | ||||||||||||||||
Loan agreement, description | (i) NIS 250,000 was extended in November 2016, (ii) NIS 300,000 was extended in December 2016 and (iii) NIS 200,000 was extended in February 2017 (together, the "Ridge Interim Loans"). | (i) NIS 250,000 was extended in November 2016, (ii) NIS 300,000 was extended in December 2016 and (iii) NIS 200,000 was extended in February 2017 (together, the "Ridge Interim Loans"). | |||||||||||||||
2017 Loan [Member] | Ridge [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Principal amount | $ 811,000 | ₪ 250,000 | ₪ 3,000,000 | ||||||||||||||
Interest rate | 4.00% | 4.00% | |||||||||||||||
Loan agreement amount | ₪ | ₪ 1,000,000 | ||||||||||||||||
Interim loan amount | ₪ | ₪ 1,000,000 | ||||||||||||||||
2017 Loan [Member] | Ridge [Member] | Rimon Gold and Shimshon Fisher [Member] | |||||||||||||||||
Convertible loan and financial derivative liability for the right to future investment (Textual) | |||||||||||||||||
Conversion price | (per share) | $ 4.8 | ₪ 16.8 | |||||||||||||||
[1] | Principal loan amount of $274 for each of the 2017 Lenders. |
Loans from Controlling Shareh49
Loans from Controlling Shareholder (Details) $ in Thousands | Mar. 31, 2017USD ($) | Mar. 31, 2017ILS (₪) | Feb. 19, 2017USD ($) | Feb. 19, 2017ILS (₪) | Dec. 31, 2016USD ($) | Dec. 31, 2016ILS (₪) | Dec. 25, 2016USD ($) | Dec. 25, 2016ILS (₪) | Nov. 15, 2016USD ($) | Nov. 15, 2016ILS (₪) |
Loans from Controlling Shareholder (Textual) | ||||||||||
Short-term bridge loan | $ 27 | ₪ 100,000 | ||||||||
Wize Israel's [Member] | ||||||||||
Loans from Controlling Shareholder (Textual) | ||||||||||
Short-term bridge loan | $ 55 | ₪ 200,000 | 52 | 200,000 | ||||||
Total balance amount of the short-term bridge loans | $ 117 | ₪ 450,000 | ||||||||
Wize Israel and Ridge [Member] | ||||||||||
Loans from Controlling Shareholder (Textual) | ||||||||||
Short-term bridge loan | $ 206 | ₪ 750,000 | ||||||||
Shareholder [Member] | Wize Israel's [Member] | ||||||||||
Loans from Controlling Shareholder (Textual) | ||||||||||
Short-term bridge loan | $ 78 | ₪ 300,000 | $ 65 | ₪ 250,000 | ||||||
Interest rate | 0.10% | 0.10% |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Taxes on Income [Abstract] | |||
Domestic | $ 2 | ||
Foreign | [1] | 2,964 | 1,139 |
Loss before taxes | $ 2,966 | $ 1,139 | |
[1] | Relates to Wize Israel. |
Taxes on Income (Details 1)
Taxes on Income (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Operating loss carry forward | $ 1,688 | $ 1,293 |
Research and development | 8 | 15 |
Reserves and allowances | 8 | 4 |
Net deferred tax asset before valuation allowance | 1,704 | 1,312 |
Valuation allowance | (1,704) | (1,312) |
Net deferred tax asset |
Taxes on Income (Details 2)
Taxes on Income (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Taxes on Income [Abstract] | ||
Loss before taxes on income, as reported in the statements of comprehensive loss | $ 2,966 | $ 1,139 |
Theoretical tax benefit on this loss | 716 | 285 |
Expenses not deductible for tax purposes | (51) | (66) |
Increase in taxes resulting mainly from taxable losses in the reported year for which no deferred tax assets were recognized | (665) | (219) |
Tax benefit |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) - USD ($) $ in Thousands | Dec. 22, 2017 | Jan. 05, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Taxes on Income (Textual) | |||||
Tax credit carryforward description | 2019 to 2037 | ||||
Accumulated losses for tax | $ (47) | $ 5 | |||
Percentage of income tax, description | (i) establish a flat corporate income tax rate of 21% to replace current rates that range from 15% to 35% and eliminates the corporate alternative minimum tax; (ii) create a territorial tax system rather than a worldwide system, which will generally allow companies to repatriate future foreign source earnings without incurring additional US taxes by providing a 100% exemption for the foreign source portion of dividends from certain foreign subsidiaries; (iii) subject certain foreign earnings on which US income tax is currently deferred to a one-time transition tax; (iv) create a "minimum tax" on certain foreign earnings and a new base erosion anti-abuse tax (BEAT) that subjects certain payments made by a US company to a related foreign company to additional taxes; (v) create an incentive for US companies to sell, lease or license goods and services abroad by effectively taxing them at a reduced rate; (vi) reduce the maximum deduction for Net Operating Loss (NOL) carryforwards arising in tax years beginning after 2017 to a percentage of the taxpayer's taxable income, allows any NOLs generated in tax years beginning after December 31, 2017 to be carried forward indefinitely and generally repeals carrybacks; (vii) elimination of foreign tax credits or deductions for taxes (including withholding taxes) paid or accrued with respect to any dividend to which the new exemption applies, but foreign tax credits will continue to be allowed to offset tax on foreign income taxed to the US shareholder subject to limitations; (viii) limit the deduction for net interest expense incurred by US corporations, (ix) allow businesses to immediately write off (or expense) the cost of new investments in certain qualified depreciable assets made after September 27, 2017 (but would be phased down starting in 2023); (x) may require certain changes in tax accounting methods for revenue recognition; (xi) repeal the Section 199 domestic production deductions beginning in 2018; (xii) eliminate or reduce certain deductions, exclusions and credits, and adds other provisions that broaden the tax base. | ||||
Net operating loss carryforwards for federal income tax | $ 3,000 | ||||
Corporate and deferred tax, description | The provisional amount related to the re-measurement of our net U.S. deferred tax asset, based on the rate at which they are now expected to reverse in the future, considered immaterial, but which was fully and equally offset by a corresponding reduction in the Company's valuation allowance. The effect of the change in federal corporate tax rate from 34% to 21% is subject to change based on resolution of estimates used in determining the amounts of deferred tax assets and liabilities that were re-measured. | ||||
Maximum [Member] | Wize Israel [Member] | |||||
Taxes on Income (Textual) | |||||
Accumulated losses for tax | $ 7,337 | ||||
Minimum [Member] | Wize Israel [Member] | |||||
Taxes on Income (Textual) | |||||
Accumulated losses for tax | $ 231 | ||||
ISRAEL | |||||
Taxes on Income (Textual) | |||||
Corporate tax rate | 24.00% | 25.00% | 26.50% | ||
ISRAEL | Maximum [Member] | |||||
Taxes on Income (Textual) | |||||
Corporate tax rate | 26.50% | ||||
Reduction of corporate tax rate | 25.00% | ||||
Percentage of prior year income | 24.00% | ||||
ISRAEL | Minimum [Member] | |||||
Taxes on Income (Textual) | |||||
Corporate tax rate | 25.00% | ||||
Reduction of corporate tax rate | 24.00% | ||||
Percentage of prior year income | 23.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 19, 2017 | Apr. 01, 2017 | Apr. 01, 2015 | Mar. 31, 2016 |
Commitments and Contingencies (Textual) | ||||
Rental fee | $ 2 | $ 4 | $ 1 | |
Rent Term | 12 months | |||
Vendor [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Percentage of royalty rate | 5.00% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Employees and directors [Member] | 12 Months Ended | |
Dec. 31, 2017$ / sharesshares | ||
2012 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of option, Outstanding at the beginning of year | shares | 4,896 | |
Number of options, Granted | shares | ||
Number of options, outstanding and exercisable at end of year | shares | 4,896 | |
Weighted average exercise price, Outstanding at beginning of year | $ / shares | $ 0.33 | |
Weighted average exercise price, Granted | $ / shares | ||
Weighted average exercise price, outstanding and exercisable at end of year | $ / shares | $ 0.33 | |
Weighted average remaining contractual life, Outstanding at beginning of year | 3 years 10 months 10 days | |
Weighted average remaining contractual life, outstanding and exercisable at end of year | 4 years 10 months 10 days | |
2015 Wize Israel's Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of option, Outstanding at the beginning of year | shares | 109,659 | |
Number of options, Exercised | shares | (31,439) | [1] |
Number of options, Expired (see Note 12f) | shares | (78,220) | |
Number of options, Outstanding at the end of year | shares | ||
Weighted average exercise price, Outstanding at beginning of year | $ / shares | $ 3.7 | |
Weighted average exercise price, Exercised | $ / shares | 0.82 | [1] |
Weighted average exercise price, Expired (see Note 12f) | $ / shares | ||
Weighted average exercise price, Outstanding at end of year | $ / shares | ||
Weighted average remaining contractual life, Outstanding at beginning of year | 2 years 1 month 27 days | |
[1] | On October 26, 2017 (prior to the merger transaction as described in Note 1d), the chairman of the Board of Directors of Wize Israel ("Chairman") exercised 25,904 stock options into 25,904 ordinary shares of Wize Israel at an exercise price per share of NIS 2.89 (approximately $0.82) for a total amount of $21. On November 8, 2017, the Chairman exercised additional 5,535 stock options into 5,535 ordinary shares of Wize Israel on a cashless exercise basis. |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Textual) ₪ / shares in Units, $ / shares in Units, $ in Thousands | Mar. 01, 2018 | Dec. 11, 2017 | Nov. 08, 2017shares | Oct. 26, 2017USD ($)$ / sharesshares | Oct. 26, 2017₪ / shares | Jun. 23, 2017$ / shares | Jun. 22, 2017 | Aug. 20, 2015shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2012shares | Feb. 22, 2018$ / shares | Dec. 31, 2017ILS (₪)shares | Dec. 31, 2015USD ($) | Jun. 11, 2015shares |
Stockholders' Deficit (Textual) | |||||||||||||||
Accumulated cost | $ | $ 747 | ||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Exercise of options into common stock | $ | $ 21 | ||||||||||||||
Common stock available for future grant | 36,397 | 36,397 | 36,397 | ||||||||||||
Stock-based compensation | $ | $ 19 | $ 65 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Reverse stock split, description | The Reverse Stock Split of the Company's issued and outstanding common stock, par value $0.001 per share, on a 1-for-24 basis | ||||||||||||||
Common stock par value | $ / shares | $ 0.001 | ||||||||||||||
General and administrative expenses [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Stock-based compensation | $ | $ 33 | $ 65 | |||||||||||||
Chairman [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Exercise of options into common stock | $ | $ 21 | ||||||||||||||
Exercise of options into common stock, Shares | 5,535 | 25,904 | |||||||||||||
Exercise price per share | (per share) | $ 0.82 | ₪ 2.89 | |||||||||||||
Board of Directors [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Reverse stock split, description | The Company announced a notice of special meeting of stockholders, according to which, a special meeting of the stockholders was held on February 19, 2018, for the purpose of considering to grant the Company’s Board of Directors the authority, in its sole direction, to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-10 and not more than 1-for-200. On February 19, 2018, the stockholders of the Company approved a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than one for ten and not more than one for two hundred at any time prior to February 19, 2019, with such ratio to be determined by the Company’s Board of Directors, in its sole discretion. On February 22, 2018, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding common stock by a ratio of 1-for-24. | ||||||||||||||
Employee stock option [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Granted term in excess | 10 years | ||||||||||||||
Reserved for issuance, common stock | 45,370 | ||||||||||||||
Common stock available for future grant | 40,474 | 40,474 | |||||||||||||
2015 Plan [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Reserved for issuance, common stock | 2,000,000 | ||||||||||||||
Vesting term | 2 years | ||||||||||||||
Private Placement Agreement [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Description of investments | Pursuant to the 2017 PIPE Agreements, the 2017 PIPE Investors agreed to invest a total of NIS 3,490,000 (approximately $966) in exchange for a total of 860,987 ordinary shares of Wize Israel (the "2017 PIPE"), at a price per share of NIS 4.05 (approximately $1.15), with Peretz undertaking to invest NIS 490,000 (approximately $139 according to the exchange rate as of June 23, 2017) in exchange for the private placement of 120,884 ordinary shares of Wize Israel (the "Peretz Investment") and each of Zrachia, Sadan and Rubini (the "Other Investors") undertaking to invest NIS 1,000,000 (approximately $282 according to the exchange rate as of June 23, 2017) in exchange for the private placement of 246,701 ordinary shares of Wize Israel each (together, the "Other Investments"). | ||||||||||||||
Common stock par value | $ / shares | $ 0.001 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Description of investments | (i) 30,625 warrants to Peretz and (ii) 62,500 warrants to each of the Other Investors, each warrant exercisable into one ordinary share of Wize Israel, at an exercise price of NIS 28.8 per share (approximately $8.4 according to the exchange rate as of December 31, 2017). According to the Exchange Ratio, Peretz was granted 126,928 Warrants exercisable into Common Stock and each of the Other Investors was granted 259,036 Warrants exercisable into Common Stock. Sadan’s commitment to provide his portion of the Other Financing was conditioned upon Wize Israel not raising more than NIS 3,500,000 (approximately $988 according to the exchange rate as of June 23, 2017) and not less than NIS 2,000,000 (approximately $565 according to the exchange rate as of June 23, 2017) in the 2017 PIPE, including the amount to be invested by Sadan. | ||||||||||||||
Description of warrants | Each Warrant being exercisable into one share of the Company's common stock, par value $0.001 per share (the "Common Stock"), with a term of three years from the date of grant. | ||||||||||||||
Peretz Investment and Other Investments [Member] | |||||||||||||||
Stockholders' Deficit (Textual) | |||||||||||||||
Investment amount | $ 1,000 | ₪ 3,490,000 | |||||||||||||
Total of ordinary shares | 860,987 | 860,987 | |||||||||||||
Exchange rate, description | The current 2017 Loan Conversion Price for Rimon Gold, Fisher and Ridge was adjusted from NIS 24.00 (approximately $6.72 according to the exchange rate as of June 23, 2017) to NIS 16.8 (approximately $4.8 according to the exchange rate as of June 23, 2017) and as a result of the Merger, the 2017 Loan Conversion Price of NIS16.8 (approximately $4.8) was adjusted in accordance with the Exchange Ratio to NIS 4.05 (approximately $1.15). As a result of the 2017 Loan Amendment, the aggregate principal amount of the 2017 Loan is $822,144 and the 2017 Loan Conversion Price was adjusted to $1.1112. |
Selected Statements of Operat57
Selected Statements of Operations Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | $ 1,031 | $ 794 |
Overseas travel [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | 72 | 16 |
Rent and office maintenance [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | 53 | 27 |
Payroll and benefits [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | 300 | 343 |
Professional services and consultation [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | 472 | 303 |
Taxes and tolls [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | 46 | 31 |
Director salary and insurance [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | 63 | 63 |
Others [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and Administrative Expense | $ 25 | $ 11 |
Selected Statements of Operat58
Selected Statements of Operations Data (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Financial income: | ||
Change in the fair value of derivative liability for Right to Future Investment | $ 76 | |
Total finance income | 76 | |
Financial expenses: | ||
Accrued interest on 2016 Loan | 47 | 16 |
Amortization of BCF, proceeds allocated to the derivative liability and debt issuance costs for 2016 Loan | 1,122 | 122 |
Amortization of discount and exchange rate differences on license purchase obligation | 3 | 38 |
Bank commissions and exchange rates | (1) | 5 |
Change in the fair value of derivative liability for right to future investment | 253 | (76) |
Loss from extinguishment of convertible loans | 61 | |
Total financial expenses | 1,485 | 181 |
Financial expense, net (Note 13b) | $ 1,485 | $ 105 |
Related Parties Balances and 59
Related Parties Balances and Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Balances with interested and related parties: | |||
Other accounts payable | [1] | $ 10 | $ 13 |
Loans from controlling stockholder | [2] | 117 | |
Convertible Loans | [2] | $ 965 | |
[1] | On September 30, 2015, the shareholders meeting approved the Employment Agreement ("Agreement") of a relative to a controlling shareholder ("Relative"), as strategic consultant to the Company through a company under the Relative's control, effective as of April 29, 2015, and for a period of three years from the date of such approval. The services will include strategic consulting in the field of business development in Israel and abroad, raising funds and others. The consulting fees in accordance with the Agreement, shall be 25,000 NIS per month (approximately $7 according to the average exchange rate during the years ended December 31, 2017 and 2016) which may be updated by up to 30%, subject to the opinion of the Company's Compensation Committee and the Company's compliance with the goals set in the Agreement of the Relative. | ||
[2] | See also Note 8b and Note 9. |
Related Parties Balances and 60
Related Parties Balances and Transactions (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Amounts charged to: | |||
General and administrative expenses | [1] | $ 87 | $ 78 |
Finance expenses | [2] | $ 290 | |
[1] | On September 30, 2015, the shareholders meeting approved the Employment Agreement ("Agreement") of a relative to a controlling shareholder ("Relative"), as strategic consultant to the Company through a company under the Relative's control, effective as of April 29, 2015, and for a period of three years from the date of such approval. The services will include strategic consulting in the field of business development in Israel and abroad, raising funds and others. The consulting fees in accordance with the Agreement, shall be 25,000 NIS per month (approximately $7 according to the average exchange rate during the years ended December 31, 2017 and 2016) which may be updated by up to 30%, subject to the opinion of the Company's Compensation Committee and the Company's compliance with the goals set in the Agreement of the Relative. | ||
[2] | See also Note 8b and Note 9. |
Related Parties Balances and 61
Related Parties Balances and Transactions (Details Textual) - Stock Option [Member] $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016USD ($) | Dec. 31, 2016ILS (₪) | |
Related Parties Balances and Transactions (Textual) | ||||
Consulting fees | $ 7 | ₪ 25,000 | $ 7 | ₪ 25,000 |
Percentage of compensation committee | 30.00% | 30.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 06, 2018 | Jan. 08, 2018 | Jan. 21, 2018 | Mar. 01, 2018 | Feb. 28, 2018 | Feb. 22, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Events (Textual) | ||||||||
Common stock shares issued | 4,350,608 | 3,023,043 | ||||||
Subsequent Events [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Memorandum of understanding, description | (i) the license for each Additional Territory shall be conditional on signing a specific license agreement for each Additional Territory that shall include the basic terms and conditions set forth in the MOU, including reaching minimum sales targets in such Additional Territory pursuant to a formula set forth in the MOU; (ii) for each Additional Territory, both Wize Israel and the local distributor shall be responsible to pay Resdevco a minimum per product fee in accordance with a formula set forth in the MOU and the agreement with the distributor shall be subject to Resdevco's prior approval (which shall not be unreasonably withheld); (iii) if Resdevco introduces Wize Israel to a distributor in any Additional Territory, Wize Israel will enter good faith negotiations with such distributor and, if Wize Israel does not reach an agreement with such distributor, Resdevco may enter into a distribution agreement with such distributor, in which case, Wize Israel will provide the services it typically provides to its other distributors in consideration for a portion of the royalties payable to Resdevco; and (iv) the license granted under the MOU is for an initial term of 5 years and, thereafter, automatically renews for additional terms of 5 years each, subject to full compliance with the terms set forth in the MOU and as long as the License Agreement is in effect. The MOU also provides that it shall be in effect until a definitive agreement reflecting the terms of the MOU is executed, which the parties committed to exercise their best efforts to do within three months. | |||||||
Royalty payment, description | Resdevco provided a notice to Wize Israel and the Subsidiary agreeing to postpone Wize Israel's minimum royalty payment obligation of $150 with respect to the United States pursuant to the License Agreement (the "2018 Payment") from January 1, 2018 to July 29, 2018, provided that Resdevco would be entitled to offset any amounts owed by Resdevco to Wize Israel against the 2018 Payment. | |||||||
Registration statement, description | (i) 2,218,794 shares Common Stock; (ii) 1,396,428 shares of Common Stock which are issuable upon conversion of 2016 Loan and 2017 Loan; (iii) 1,534,626 shares of Common Stock which are issuable upon the exercise of certain investment rights granted by us to such selling stockholders and (iv) 904,036 shares of Common Stock which are issuable upon exercise of warrants issued by us to these selling stockholders. | |||||||
Purchase warrants shares of common stock | 575,134 | |||||||
Exercise price of warrants | $ 0.9 | |||||||
Subsequent Events [Member] | 2018 Plan [Member] | Board of Directors [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Common stock shares issued | 435,052 |