Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
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-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,362,550 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 427 | $ 215 |
Restricted bank deposit | 19 | 12 |
Marketable equity securities | 118 | 323 |
Other current assets | 119 | 40 |
Total current assets | 683 | 590 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 5 | 5 |
TOTAL ASSETS | 688 | 595 |
CURRENT LIABILITIES: | ||
Trade payables | 61 | 43 |
Other accounts payable | 305 | 196 |
Current portion of license purchase obligation | 250 | 250 |
Convertible loans, net | 2,339 | 3,204 |
Total current liabilities | 2,955 | 3,693 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, with $0.001 par value per share - Authorized: 1,000,000 shares at June 30, 2018 and December 31, 2017; Issued and outstanding: 0 at June 30, 2018 and December 31, 2017 | ||
Common Stock, with $0.001 par value per share - 500,000,000 shares authorized at June 30, 2018 and December 31, 2017; 5,081,248 and 4,350,608 shares issued and outstanding at June 30, 2018 and December 31, 2017 | 5 | 4 |
Additional paid- in capital | 25,004 | 23,397 |
Receipt on account of stock to be issued | 196 | |
Accumulated other comprehensive loss | (73) | (47) |
Accumulated deficit | (27,399) | (26,452) |
Total stockholders' deficit | (2,267) | (3,098) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 688 | $ 595 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 500,000,000 |
Common stock, shares issued | 5,081,248 | 4,350,608 |
Common stock, shares outstanding | 5,081,248 | 4,350,608 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses: | ||||
Research and development expenses | $ (89) | $ (100) | $ (299) | $ (181) |
General and administrative expenses | (1,180) | (214) | (1,506) | (531) |
Operating loss | (1,269) | (314) | (1,805) | (712) |
Financial income (expense), net | 401 | (348) | 832 | (624) |
Net loss | (868) | (662) | (973) | (1,336) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (32) | (81) | ||
Other comprehensive loss | (32) | (81) | ||
Comprehensive loss | $ (868) | $ (694) | $ (973) | $ (1,417) |
Basic and diluted net loss per share | $ (0.17) | $ (0.22) | $ (0.21) | $ (0.44) |
Weighted average number of shares of common stock used in computing basic and diluted net loss per share | 5,063,892 | 3,022,906 | 4,726,421 | 3,022,906 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Ordinary Shares | Additional paid-in capital | Treasury shares | Receipt on account of stock to be issued | Accumulated other comprehensive income (loss) | Accumulated deficit | Total | |
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 | [1] | 298 | 298 | |||||
Shares issued with respect to reverse recapitalization, Shares | 435,139 | |||||||
Amount that was allocated to the repurchase of beneficial conversion feature in convertible loans | (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 | |||||||
Cumulative effect adjustment from transition to ASU 2016-01 (see note 2b) | (26) | 26 | ||||||
Issuance of shares with respect to exercise of PIPE warrants and right for future investment (see note 6d) | $ 1 | 860 | $ 861 | |||||
Issuance of shares with respect to exercise of PIPE warrants and right for future investment (see note 6d), Shares | 575,134 | 196 | ||||||
Receipt on account of stock to be issued | $ 196 | |||||||
Stock-based compensation | [1] | 747 | $ 747 | |||||
Stock-based compensation,Shares | 155,506 | |||||||
Net loss | (973) | (973) | ||||||
Balance at Jun. 30, 2018 | $ 5 | $ 25,004 | $ 196 | $ (73) | $ (27,399) | $ (2,267) | ||
Balance, Shares at Jun. 30, 2018 | 5,081,248 | |||||||
[1] | Representing amount less than $1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Cash flows from operating activities | |||
Net loss | $ (973) | $ (1,336) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1 | [1] | |
Stock-based compensation | 747 | 26 | |
Restricted bank deposit | |||
Marketable equity securities | 28 | ||
Amortization of discounts resulting from beneficial conversion feature and derivative liability and debt issuance costs related to convertible loans | 361 | ||
Accrued interest on convertible loans | 27 | 19 | |
Amortization of premium related to convertible loans | (892) | ||
Change in the fair value of derivative liability for Right to Future Investment | 246 | ||
Change in the fair value of license purchase obligation | (4) | ||
Change in: | |||
Other current assets | (79) | (22) | |
Trade payables | 18 | 3 | |
Other accounts payable | 109 | 112 | |
Net cash used in operating activities | (1,014) | (595) | |
Cash flows from investing activities | |||
Purchase of property and equipment | (1) | (2) | |
Proceeds from sale of marketable equity securities | 177 | ||
Restricted bank deposit | (7) | ||
Net cash provided by (used in) investing activities | 169 | (2) | |
Cash flows from financing activities | |||
Proceeds from loans from controlling shareholder | 82 | ||
Proceeds from issuance of convertible loan, net of issuance costs | 614 | ||
Proceeds from issuance of shares with respect to exercise of PIPE warrants and right for future investment | 861 | ||
Receipt on account of stock to be issued | 196 | ||
Receipts on account of shares | 134 | ||
Net cash provided by financing activities | 1,057 | 830 | |
Foreign currency translation adjustments on cash and cash equivalents | 14 | ||
Increase in cash and cash equivalents | 212 | 247 | |
Cash and cash equivalents at the beginning of the period | 215 | 28 | |
Cash and cash equivalents at the end of the period | 427 | 275 | |
Supplemental disclosure of non-cash financing activities: | |||
Reclassification of derivative liability for Right to Future Investment into equity | 280 | ||
Conversion of bridge loans from controlling shareholder to convertible loans | $ 206 | ||
[1] | Representing amount less than $1 |
General
General | 6 Months Ended |
Jun. 30, 2018 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Wize Pharma, Inc. (Formerly: Ophthalix Inc.) (the “Company” or “Wize”) was incorporated in the State of Delaware. On November 16, 2017, the Company completed the acquisition of Wize Pharma Ltd., an Israeli company (“Wize Israel”) by way of a reverse triangular merger. Wize Israel is a clinical-stage biopharmaceutical company currently focused on the treatment of ophthalmic disorders, including dry eye syndrome (“DES”). Commencing August 30, 2016, Wize Israel manages most of its activity through OcuWize Ltd., a wholly-owned Israeli Subsidiary which manages and develops most of the Company’s activity under the License Agreement. 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”) 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”). Pursuant to the LO2A License Agreement, Wize Israel is required to pay Resdevco certain royalties for sales in the licensed territories based on an agreed-upon price per unit of either $0.60, in the United States, Israel and Ukraine, or in the low single digits of US Dollars, in the People’s Republic of China, payable on a semi-annual basis, subject to making certain minimum royalty payments as set forth in the LO2A License Agreement. Following the Merger (as defined below) 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”). b. Going concern uncertainty and management plans: 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 June 30, 2018, the Company has an accumulated deficit of $27,399 and a stockholders’ deficit of $2,267. In addition, in the three and six month periods ended June 30, 2018, and in the year ended December 31, 2017, 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 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. c. Risk factors: As of June 30, 2018, the Company had an accumulated deficit of $27,399. 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 of the Merger, each issued and outstanding ordinary share of Wize Israel was automatically converted into 4.1445791236989 shares (the “Exchange Ratio”) (such number not being converted as per the Reverse Stock Split described in Note 6b) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). As a result, an aggregate of 3,915,469 shares, or 90% of the issued and outstanding Common Stock 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. Wize Israel’s ordinary shares were delisted from the Tel Aviv Stock Exchange and there is no longer a public trading market for Wize Israel’s ordinary shares in Israel. The 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. The Common Stock is currently quoted on the OTCQB under the symbol “WIZP.” 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, was considered a non-operating public shell, and is therefore not a business as defined in ASC 805. Under reverse capitalization accounting, Wize Israel was considered the acquirer for accounting and financial reporting purposes. The Merger was 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 was recognized as a reduction of equity. The Financial Statements 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 interim consolidated financial statements include the accounts of the Company since the Closing Date and the accounts of Wize Israel since its inception. See Note 3 for discussion of the basis of presentation for the Financial Statements. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). a. Use of estimates in preparation of the Financial Statements: The preparation of the Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the 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 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 and to stock- based compensation. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2017 are applied consistently in these Financial Statements, except as described in b below. b. Recently Issued Accounting Pronouncements ASU 2016-01, “Financial Instruments—Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” Commencing January 2018, the Company applied ASU 2016-01, “Financial Instruments—Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” (ASU 2016-01). ASU 2016-01 amends the guidance on the classification and measurement of financial instruments. Among others, ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) will be measured at fair value with changes in fair value recognized in net income. Also, ASU 2016-01, simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and requires a public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU 2016-01, requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure a liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 also requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or in the accompanying notes to the financial statements. For public business entities, the amendments of ASU 2016-01 became effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ASU 2016-01 requires that its amendment will be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. However, the amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of the Update. Following the adoption of ASU 2016-01, the Company reclassified unrealized gains and losses amounts related to its investment in marketable equity securities that previously were classified as available-for-sale securities from accumulated other comprehensive income to accumulated deficit. Following the adoption, such investment is accounted for at fair value and the changes in fair value are recognized in net income or loss. |
Unaudited Interim Consolidated
Unaudited Interim Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2018 | |
Unaudited Interim Consolidated Financial Statements [Abstract] | |
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | NOTE 3:- UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, and as discussed in Note 1d, include the accounts of Wize Israel since its inception, and the accounts of the Company since the Closing Date. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or for any other interim period. The accompanying Financial Statements and related notes should be read in conjunction with the consolidated financial statements and related notes for the fiscal year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 29, 2018 and amended on June 5, 2018. The accompanying consolidated balance sheet as of December 31, 2017 and the accompanying consolidated statements of changes in stockholders’ deficit for the year then ended have been derived from those audited financial statements. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 6 Months Ended |
Jun. 30, 2018 | |
Contingent Liabilities and Commitments [Abstract] | |
CONTINGENT LIABILITIES AND COMMITMENTS | NOTE 4:- CONTINGENT LIABILITIES AND COMMITMENTS 1. On March 28, 2018, the Company signed an agreement to rent an office from an unrelated third party. The rental period is two years from April 1, 2018, with an option for additional one year. The rental fees amounted to $1 per month plus participation in office usage expenses 2. The Company has additional commitments, as described in note 11b to the Company’s consolidated financial statements and related notes for the fiscal year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 29, 2018 and amended on June 5, 2018. |
Convertible Loans
Convertible Loans | 6 Months Ended |
Jun. 30, 2018 | |
Convertible Loans [Abstract] | |
CONVERTIBLE LOANS | NOTE 5:- CONVERTIBLE LOANS On March 20, 2016, Wize Israel entered into an agreement (as amended on March 30, 2016, the “2016 Loan Agreement”) pursuant to which Rimon Gold Assets Ltd. (“Rimon Gold”) extended a loan in the principal amount of up to NIS 2 million (approximately $531 according to an exchange rate on March 20, 2016, the loan originate 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 (as defined below) and the 2017 Loan Amendment (as defined below), the 2016 Loan has a maturity date of December 31, 2018. Under the 2016 Loan Agreement, Rimon Gold had 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 on March 20, 2016, the loan originate date), into Wize Israel ordinary shares at a conversion price per share of NIS 15.2592 (approximately $3.84), subject to adjustments for stock splits and similar events set forth in the 2016 Loan Agreement. As a result of the Merger and based on the Exchange Ratio, the conversion price per share for the 2016 Loan was adjusted to NIS 3.6 (approximately $0.96). As a result of the 2017 Loan Amendment (as defined below), the aggregate principal amount of the 2016 Loan is $531 and the conversion price per share for the 2016 Loan was adjusted to $0.9768. In addition, under the 2016 Loan Agreement, as modified by the 2017 Loan Agreement (as defined below) and the 2017 Loan Amendment (as defined below), Rimon Gold has the right (the “2016 Investment Right”), until June 30, 2019, to invest up to $797 , in the aggregate, at an agreed price per share, which was adjusted based on the Exchange Ratio from NIS 20.4 (approximately $6.00) to NIS 5.04 (approximately $1.44) and based on the 2017 Loan Amendment (as defined below), from NIS 5.04 to $1.308 (subject to adjustments in case of stock splits or similar events). On January 15, 2017, Wize Israel entered into the loan agreement (the “2017 Loan Agreement”) with Ridge Valley Corporation (“Ridge”), and, by way of entering into assignments and assumption agreements following such date, also with Rimon Gold and Shimshon Fisher (“Fisher,” and together with Ridge and Rimon Gold, the “2017 Lenders”), whereby each of the lenders extended a loan in the principal amount of up to NIS 1 million (approximately $274 according to an exchange rate on January 15, 2017, the loan originate date) and in the aggregate principal amount of up to NIS 3 million (approximately $822 according to an exchange rate on January 17, 2017, the loan originate date), which bears interest at an annual rate of 4% (the “2017 Loan”, and together with the 2016 Loan, the “Loans”). Pursuant to the 2017 Loan Agreement and the 2017 Loan Amendment (as defined below), the 2017 Loan has a maturity date of December 31, 2018. Under the 2017 Loan Agreement, each of the 2017 Lenders had the right, at its sole discretion, to convert any outstanding portion of the 2017 Loan, but no less than NIS 100,000 (approximately $28 according to an exchange rate on January 15, 2017, the loan originate date), that the lender provided to Wize Israel (each such portion converted into Wize Israel ordinary shares at a conversion price per share equal to the lower of (1) NIS 24 (approximately $6.72) and (2) 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”). As a result of the 2017 PIPE, the 2017 Loan Conversion Price for Rimon Gold, Fisher and Ridge was adjusted to NIS 16.8 (approximately $4.80), 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 (as defined below), the aggregate principal amount of the 2017 Loan is $822 and the 2017 Loan Conversion Price was adjusted to $1.1112. See “2017 Loan Amendment” below. In addition, under the 2017 Loan Agreement, as modified by the 2017 Loan Amendment (as defined below), the 2017 Lenders have the right (the “2017 Investment Right”), until June 30, 2019, to invest up to $1,233, in the aggregate, at an agreed price per share equal to 120% of the applicable 2017 Loan Conversion Price, which was adjusted in December 2017, based on the 2017 Loan Amendment, to a fixed exercise price of $1.332 (subject to adjustments in case of stock splits or similar events). On December 21, 2017, the Company entered into an amendment (the “2017 Loan Amendment”) to the 2016 Loan Agreement and the 2017 Loan Agreement. Pursuant to the 2017 Loan Amendment, (i) the maturity date of the Loans was extended from December 31, 2017 to December 31, 2018; (ii) the exercise period of the 2016 Investment Right was amended so that it shall expire on June 30, 2019; (iii) the exercise period of the 2017 Investment Right was amended so that it shall expire, without the need to first convert the 2017 Loan, on June 30, 2019; and (iv) the below terms of the Loans 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 three 2017 Lenders. (**) Maximum of Right to Future Investment of $411 for each of the three 2017 Lenders. The below table describes the roll forward of 2017 Loan and 2016 Loan for the six months ended June 30, 2018 and the year ended December 31, 2017: June 30, December 31, 2018 2017 Opening balance $ 3,204 $ 289 Proceeds from issuance of convertible loan, net of issuance cost - 811 Recognition of derivative liability related to 2016 Loan - - Recognition of BCF as a discount of 2017 Loan - (811 ) Amortization of premium related to convertible loans (*) (892) - Amortization of discounts resulting from BCF and derivative liability and debt issuance costs related to 2017 Loan and 2016 Loan - 1,122 Accrued interest on 2017 Loan and 2016 Loan 27 47 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 $ 2,339 $ 3,204 (*) The amortization of premium represents the periodic amortization of the balance of the amount that was allocated to the 2016 and 2017 loans upon the 2017 loan amendment into the respective principal amount of such loans. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Deficit [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 6:- STOCKHOLDERS’ DEFICIT a. The Common Stock confers upon their holders the right to participate and vote in general stockholder 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. c. 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 1-for-10 and not more than 1-for-200 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”). For accounting purposes, all share and per share amounts for Common Stock, warrants stock, options stock 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 Financial Statements. Any fractional shares that resulted from the Reverse Stock Split have been rounded up to the nearest whole share. d. On February 28, 2018, the Company received notices from existing stockholders and lenders to exercise 2016 Investment Right and 2017 Investment Rights and warrants issued in a private placement of Wize Israel that was completed in July and August 2017 (the “PIPE Warrants”) to purchase an aggregate of 788,658 shares of Common Stock (see also note 8d). During the six months ended June 30, 2018, the Company received the aggregate exercise price of approximately $861 and issued 575,134 shares of Common Stock as follows: 1. 144,168 PIPE warrants were exercised into 144,168 shares of common stock by certain stockholder. The aggregate exercise price amounted to approximately $293 was received in cash. As of June 30, 2018, 759,869 PIPE warrants remain outstanding. 2. Certain holders of 2016 Investment Rights and 2017 Investment Rights exercised approximately $568 of their right and invested $568 for 217,442 and 213,524 respectively, shares of common stock ($1.308 and $1.332 per share, respectively). As of June 30, 2018, the remaining 2016 Investment Right and 2017 Investment Rights amount to approximately $1.46 million. e. On February 22, 2018, the Company received notice for an exercise price of $1.332 per share (related to 2017 Loan) from certain lender to exercise 2017 Investment Rights to purchase an aggregate of 213,524 shares of Common Stock (see also note 6d). As of June 30, 2018 the Company received an amount of $196 with respect to such notice. Such amount was presented as part of stockholders’ deficit under the caption “receipt on account of shares to be issued”. In July 2018, the Company received an additional $88, representing the remaining exercise price related to the exercise notice and issued 213,524 shares (see also Note 8b). f. In April and June 2018, the Company issued 24,306 shares of Common Stock to two of its service providers in exchange for their services provided in 2018. The Company recognized an amount of $40 in its interim financial statements for the six month period ended June 30, 2018 and an amount of $32 approximately. will be recognized until the end of 2018. g. On May 10, 2018, the Company filed an amendment to the S-1 Registration Statement, for the purpose of registering (i) 922,330 shares of Common Stock outstanding; and (ii) 338,945 shares of Common Stock which are issuable upon conversion of the 2016 Loan and/or the 2017 Loan. The S-1 Registration Statement was declared effective by the SEC on July 12, 2018. h. Stock-based compensation: The 2012 Plan 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, $0.001 par value each. As of June 30, 2018, the Company has 40,474 shares of Common Stock available for future grant under the 2012 Plan. As of June 30, 2018, under the 2012 Plan, the Company had options exercisable into 4,896 shares of Common Stock outstanding and exercisable. The 2018 Plan 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 Compensation Committee of the Board of Directors is currently serving as the administrator 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. Through June 30, 2018, the Company granted 229,500 options to directors and officers, see also note 6k. i. On March 1, 2018, the Company filed a certificate of 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 6b). j. On April 4, 2018, the Company granted to its officers, directors and a consultant, 131,200 fully vested RSUs. The Company determined the fair value of the RSUs to be the quoted market price of the Company’s common stock units on the date of issuance. The aggregate fair value of these restricted stock units issued was $471, and was recognized during the three months ended June 30, 2018. k. On April 4, 2018, the Company granted to its officers, directors and a consultant options exercisable into 229,500 shares of Common Stock that have an exercise price of $3.59 per share. The options will vest quarterly over a period of 36 months. Transactions related to the grant of RSUs to officers, directors and a consultant during the period ended June 30, 2018, were as follows: June 30, 2018 Opening balance $ - Granted $ 131,200 Outstanding as of June 30, 2018 $ 131,200 Transactions related to the grant of options to employees and directors under the 2012 Plan during the period ended June 30, 2018, were as follows: As of June 30, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 4,896 $ 0.33 3.86 Granted - - Options outstanding and exercisable as of June 30, 2018 4,896 $ 0.33 4.86 Transactions related to the grant of options to employees and directors under the 2018 Plan during the period ended June 30, 2018, were as follows: As of June 30, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 - $ - - Granted 229,500 3.59 7 Options outstanding as of June 30, 2018 229,500 $ 3.59 7 Options exercisable as of June 30, 2018 - - - At June 30, 2018, there was $461 of total unrecognized compensation cost related to non-vested option grants that is expected to be recognized over a weighted-average period of 2.75 years. The intrinsic value of options outstanding and exercisable at June 30, 2018 was not significant. The Company uses the Black-Scholes option-pricing model to estimate fair value of grants of stock options. With respect to grants of options, the risk-free rate of interest was based on the U.S. Treasury rates appropriate for the contractual term of the grant, expected volatility was calculated based on average volatility of the Company and five representative companies and contractual term of stock-based grants of 7 years. |
Financial Income (Expense), Net
Financial Income (Expense), Net | 6 Months Ended |
Jun. 30, 2018 | |
Financial Income (Expense), Net [Abstract] | |
FINANCIAL INCOME (EXPENSE), NET | NOTE 7:- FINANCIAL INCOME (EXPENSE), NET Composition: Six months ended June 30, Three months ended June 30, 2018 2017 2018 2017 Financial income: Amortization of discount and exchange rate differences on license purchase obligation $ - $ 4 $ - $ - Amortization of premium related to convertible loans 892 - 446 - Total finance income 892 4 446 - Financial expenses: Accrued interest on convertible loans (27 ) (19 ) (14 ) (16 ) Amortization of BCF, proceeds allocated to the derivative liability and debt issuance costs for convertible loans - (361 ) - (325 ) Change in the fair value of derivative liability for Right to Future Investment - (246 ) - - Exchange rate differences (31 ) - (31 ) - Amortization of discount and exchange rate differences on license purchase obligation - - - (5 ) Bank commissions (2 ) (2 ) - (2 ) Total financial expenses (60 ) (628 ) (45 ) (348 ) Total financial income (expense), net $ 832 $ (624 ) $ 401 $ (348 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8:- SUBSEQUENT EVENTS a. In July 2018, the Company issued 67,778 shares of Common Stock to certain service providers in exchange for its services to be provided in 2018. b. In July 2018, the Company issued 213,524 shares of Common stock in connection with the exercise a portion of the 2017 Investment Right by one of the Company’s stockholder (see also Note 6e). |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Significant Accounting Policies [Abstract] | |
Use of estimates in preparation of the Financial Statements: | a. Use of estimates in preparation of the Financial Statements: The preparation of the Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the 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 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 and to stock- based compensation. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2017 are applied consistently in these Financial Statements, except as described in b below. |
Recently Issued Accounting Pronouncements | b. Recently Issued Accounting Pronouncements ASU 2016-01, “Financial Instruments—Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” Commencing January 2018, the Company applied ASU 2016-01, “Financial Instruments—Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” (ASU 2016-01). ASU 2016-01 amends the guidance on the classification and measurement of financial instruments. Among others, ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) will be measured at fair value with changes in fair value recognized in net income. Also, ASU 2016-01, simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and requires a public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU 2016-01, requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure a liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 also requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or in the accompanying notes to the financial statements. For public business entities, the amendments of ASU 2016-01 became effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ASU 2016-01 requires that its amendment will be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. However, the amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of the Update. Following the adoption of ASU 2016-01, the Company reclassified unrealized gains and losses amounts related to its investment in marketable equity securities that previously were classified as available-for-sale securities from accumulated other comprehensive income to accumulated deficit. Following the adoption, such investment is accounted for at fair value and the changes in fair value are recognized in net income or loss. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of grant of options to employees and directors | June 30, 2018 Opening balance $ - Granted $ 131,200 Outstanding as of June 30, 2018 $ 131,200 |
2012 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of grant of options to employees and directors | As of June 30, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 4,896 $ 0.33 3.86 Granted - - Options outstanding and exercisable as of June 30, 2018 4,896 $ 0.33 4.86 |
2018 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of grant of options to employees and directors | As of June 30, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 - $ - - Granted 229,500 3.59 7 Options outstanding as of June 30, 2018 229,500 $ 3.59 7 Options exercisable as of June 30, 2018 - - - |
Convertible Loans (Tables)
Convertible Loans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Convertible Loans [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 three 2017 Lenders. (**) Maximum of Right to Future Investment of $411 for each of the three 2017 Lenders. |
Schedule of roll forward of 2017 loan and 2016 loan | June 30, December 31, 2018 2017 Opening balance $ 3,204 $ 289 Proceeds from issuance of convertible loan, net of issuance cost - 811 Recognition of derivative liability related to 2016 Loan - - Recognition of BCF as a discount of 2017 Loan - (811 ) Amortization of premium related to convertible loans (*) (892) - Amortization of discounts resulting from BCF and derivative liability and debt issuance costs related to 2017 Loan and 2016 Loan - 1,122 Accrued interest on 2017 Loan and 2016 Loan 27 47 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 $ 2,339 $ 3,204 (*) The amortization of premium represents the periodic amortization of the balance of the amount that was allocated to the 2016 and 2017 loans upon the 2017 loan amendment into the respective principal amount of such loans. |
Financial Income (Expense), N18
Financial Income (Expense), Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Financial Income (Expense), Net [Abstract] | |
Schedule of financial expenses (income), net | Six months ended June 30, Three months ended June 30, 2018 2017 2018 2017 Financial income: Amortization of discount and exchange rate differences on license purchase obligation $ - $ 4 $ - $ - Amortization of premium related to convertible loans 892 - 446 - Total finance income 892 4 446 - Financial expenses: Accrued interest on convertible loans (27 ) (19 ) (14 ) (16 ) Amortization of BCF, proceeds allocated to the derivative liability and debt issuance costs for convertible loans - (361 ) - (325 ) Change in the fair value of derivative liability for Right to Future Investment - (246 ) - - Exchange rate differences (31 ) - (31 ) - Amortization of discount and exchange rate differences on license purchase obligation - - - (5 ) Bank commissions (2 ) (2 ) - (2 ) Total financial expenses (60 ) (628 ) (45 ) (348 ) Total financial income (expense), net $ 832 $ (624 ) $ 401 $ (348 ) |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
General (Textual) | |||
Accumulated deficit | $ 27,399 | $ 26,452 | |
Stockholders' deficit | $ (2,267) | $ (3,098) | $ (831) |
Sale of price per unit | $ 0.60 | ||
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 (the “Exchange Ratio”) (such number not being converted as per the Reverse Stock Split described in Note 6b) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). As a result, an aggregate of 3,915,469 shares, or 90% of the issued and outstanding Common Stock 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. |
Contingent Liabilities and Co20
Contingent Liabilities and Commitments (Details) $ in Thousands | 1 Months Ended |
Mar. 28, 2018USD ($) | |
Contingent Liabilities and Commitments (Textual) | |
Rental fee | $ 1 |
Rent term | 2 years |
Convertible Loans (Details)
Convertible Loans (Details) $ / shares in Units, $ in Thousands | Jun. 30, 2018USD ($)$ / 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 three 2017 Lenders. | |
[2] | Maximum of Right to Future Investment of $411 for each of the three 2017 Lenders. |
Convertible Loans (Details 1)
Convertible Loans (Details 1) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | ||
Loan Roll Forward [Abstract] | |||
Opening balance | $ 3,204 | $ 289 | |
Proceeds from issuance of convertible loan, net of issuance cost | 811 | ||
Recognition of derivative liability related to 2016 Loan | |||
Recognition of BCF as a discount of 2017 Loan | (811) | ||
Amortization of premium related to convertible loans | [1] | (892) | |
Amortization of discounts resulting from BCF and derivative liability and debt issuance costs related to 2017 Loan and 2016 Loan | 1,122 | ||
Accrued interest on 2017 Loan and 2016 Loan | 27 | 47 | |
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 | $ 2,339 | $ 3,204 | |
[1] | The amortization of premium represents the periodic amortization of the balance of the amount that was allocated to the 2016 and 2017 loans upon the 2017 loan amendment into the respective principal amount of such loans. |
Convertible Loans (Details Text
Convertible Loans (Details Textual) ₪ / shares in Units, $ / shares in Units, $ in Thousands | Dec. 21, 2017 | Jan. 15, 2017USD ($)$ / shares | Jan. 15, 2017ILS (₪) | Mar. 20, 2016USD ($)$ / shares | Mar. 20, 2016ILS (₪) | Jun. 30, 2018USD ($)$ / shares | Jan. 15, 2017ILS (₪)₪ / shares | Mar. 20, 2016ILS (₪)₪ / shares |
2017 Lenders [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Principal amount | $ 274 | |||||||
Right future investment | $ 411 | |||||||
2017 Loan [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Conversion price | $ / shares | $ 1.1112 | |||||||
Converted debt, description | (i) the maturity date of the Loans was extended from December 31, 2017 to December 31, 2018; (ii) the exercise period of the 2016 Investment Right was amended so that it shall expire on June 30, 2019; (iii) the exercise period of the 2017 Investment Right was amended so that it shall expire, without the need to first convert the 2017 Loan, on June 30, 2019. | |||||||
2017 Loan [Member] | Wize Israel [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Principal amount | $ 822 | ₪ 3,000,000 | ||||||
Interest rate | 4.00% | 4.00% | ||||||
Maturity date | Dec. 31, 2018 | Dec. 31, 2018 | ||||||
2017 Loan [Member] | Rimon Gold [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Principal amount | $ 531 | |||||||
Conversion price | $ / shares | $ 0.9768 | |||||||
Right future investment | $ 797 | |||||||
Exchange ratio, description | The Exchange Ratio from NIS 20.4 (approximately $6.00) to NIS 5.04 (approximately $1.44) and based on the 2017 Loan Amendment (as defined below), from NIS 5.04 to $1.308. | The Exchange Ratio from NIS 20.4 (approximately $6.00) to NIS 5.04 (approximately $1.44) and based on the 2017 Loan Amendment (as defined below), from NIS 5.04 to $1.308. | ||||||
2017 Loan [Member] | 2017 Lenders [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Principal amount | $ 822 | |||||||
Interest rate | 120.00% | 120.00% | ||||||
Converted loan outstanding | $ 28 | ₪ 100,000 | ||||||
Conversion price | (per share) | $ 6.72 | ₪ 24 | ||||||
Right future investment | $ 1,233 | |||||||
Exchange ratio, description | The 2017 Loan Conversion Price for Rimon Gold, Fisher and Ridge was adjusted to NIS 16.8 (approximately $4.80), 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). | The 2017 Loan Conversion Price for Rimon Gold, Fisher and Ridge was adjusted to NIS 16.8 (approximately $4.80), 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). | ||||||
Converted debt, description | The 2017 Loan Conversion Price was adjusted to $1.1112. | The 2017 Loan Conversion Price was adjusted to $1.1112. | ||||||
Fixed exercise price | $ / shares | $ 1.332 | |||||||
2017 Loan [Member] | Rimon Gold and Fisher [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Principal amount | $ 274 | ₪ 1,000,000 | ||||||
2016 Loan [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Conversion price | $ / shares | $ 0.9768 | |||||||
2016 Loan [Member] | Wize Israel [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Principal amount | $ 531 | ₪ 2,000,000 | ||||||
Interest rate | 4.00% | 4.00% | ||||||
Maturity date | Dec. 31, 2018 | Dec. 31, 2018 | ||||||
2016 Loan [Member] | Rimon Gold [Member] | ||||||||
Convertible Loans (Textual) | ||||||||
Converted loan outstanding | $ 26 | ₪ 100,000 | ||||||
Conversion price | (per share) | $ 3.84 | ₪ 15.2592 | ||||||
Exchange ratio, description | As a result of the Merger and based on the Exchange Ratio, the conversion price per share for the 2016 Loan was adjusted to NIS 3.6 (approximately $0.96). | As a result of the Merger and based on the Exchange Ratio, the conversion price per share for the 2016 Loan was adjusted to NIS 3.6 (approximately $0.96). |
Stockholders' Deficit (Details
Stockholders' Deficit (Details ) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of options outstanding, Beginning balance | |
Granted | 131,200 |
Number of options outstanding, Ending balance | 131,200 |
Stockholders' Deficit (Detail25
Stockholders' Deficit (Details 1) - 2012 Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding, Beginning balance | 4,896 | |
Number of options, Granted | ||
Number of options outstanding, Ending balance | 4,896 | 4,896 |
Number of options, exercisable | 4,896 | |
Weighted average exercise price, Outstanding, Beginning | $ 0.33 | |
Weighted average exercise price, Granted | ||
Weighted average exercise price, Outstanding, Ending | 0.33 | $ 0.33 |
Weighted average exercise price, options exercisable | $ 0.33 | |
Weighted average remaining contractual life, Outstanding | 4 years 10 months 10 days | 3 years 10 months 10 days |
Weighted average remaining contractual life, Options exercisable | 4 years 10 months 10 days |
Stockholders' Deficit (Detail26
Stockholders' Deficit (Details 2) - 2018 Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options outstanding, Beginning balance | ||
Number of options, Granted | 229,500 | |
Number of options outstanding, Ending balance | 229,500 | |
Number of options, exercisable | ||
Weighted average exercise price, Outstanding, Beginning | ||
Weighted average exercise price, Granted | 3.59 | |
Weighted average exercise price, Outstanding, Ending | 3.59 | |
Weighted average exercise price, options exercisable | ||
Weighted average remaining contractual life, Outstanding | 7 years | 0 years |
Weighted average remaining contractual life, Granted | 7 years | |
Weighted average remaining contractual life, Options exercisable | 0 years |
Stockholders' Deficit (Detail27
Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Apr. 04, 2018 | Dec. 11, 2017 | Jul. 31, 2018 | Apr. 30, 2018 | Feb. 22, 2018 | Feb. 19, 2018 | May 10, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | Feb. 28, 2018 |
Stockholders' Deficit (Textual) | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Exercise of options into common stock | $ 21 | |||||||||||
Warrants remain outstanding | 575,134 | 575,134 | 788,658 | |||||||||
Aggregate exercise price of warrants | $ 861 | $ 861 | ||||||||||
Common stock shares issued | 5,081,248 | 5,081,248 | 4,350,608 | |||||||||
Registration statement, description | The Company filed an amendment to the S-1 Registration Statement, for the purpose of registering (i) 922,330 shares of Common Stock outstanding; and (ii) 338,945 shares of Common Stock which are issuable upon conversion of the 2016 Loan and/or the 2017 Loan. The S-1 Registration Statement was declared effective by the SEC on July 12, 2018. | |||||||||||
Restricted stock units, value | $ 471 | |||||||||||
Vest options exercisable, term | 2 years 9 months | |||||||||||
Unrecognized compensation cost | $ 461 | $ 461 | ||||||||||
Contractual term of stock-based grants, description | The Company and five representative companies and contractual term of stock-based grants of 7 years. | |||||||||||
Service Providers [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Common stock shares issued for services | 24,306 | 24,306 | ||||||||||
Service Providers [Member] | Maximum [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Common stock value issued for services | $ 40 | |||||||||||
Service Providers [Member] | Minimum [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Common stock value issued for services | $ 32 | |||||||||||
2012 Plan [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Common stock available for future grant | 40,474 | 40,474 | ||||||||||
Outstanding and exercisable options | 4,896 | 4,896 | ||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Number of options, granted | 131,200 | |||||||||||
Subsequent Events [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Common stock shares issued for services | 67,778 | |||||||||||
Officer [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Outstanding and exercisable options | 229,500 | |||||||||||
Common stock shares issued for services | 131,200 | |||||||||||
Weighted average exercise price, options exercisable | $ 3.59 | |||||||||||
Vest options exercisable, term | 36 months | |||||||||||
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. | 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"). | 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 1-for-10 and not more than 1-for-200 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 | |||||||||
Outstanding and exercisable options | 229,500 | |||||||||||
Common stock shares issued for services | 131,200 | |||||||||||
Weighted average exercise price, options exercisable | $ 3.59 | |||||||||||
Vest options exercisable, term | 36 months | |||||||||||
Consultant [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Outstanding and exercisable options | 229,500 | |||||||||||
Common stock shares issued for services | 131,200 | |||||||||||
Weighted average exercise price, options exercisable | $ 3.59 | |||||||||||
Vest options exercisable, term | 36 months | |||||||||||
Options [Member] | Board of Directors [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Granted term in excess | 10 years | |||||||||||
Reserved for issuance, common stock | 45,370 | |||||||||||
Number of options, granted | 229,500 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
2018 Plan [Member] | Board of Directors [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Common stock shares issued | 435,052 | |||||||||||
2016 Investment Rights [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Future investment exercised | $ 568 | $ 568 | ||||||||||
Future investment exercised, shares | 213,524 | 213,524 | ||||||||||
Shares of common stock, per share | $ 1.332 | $ 1.332 | ||||||||||
2017 Investment Rights [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Future investment exercised | $ 568 | $ 568 | ||||||||||
Future investment exercised, shares | 217,442 | 217,442 | ||||||||||
Shares of common stock, per share | $ 1.308 | $ 1.308 | ||||||||||
Warrants [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Issued shares of common stock | 144,168 | |||||||||||
Warrants exercised shares of common stock | 144,168 | |||||||||||
Warrants remain outstanding | 759,869 | 759,869 | ||||||||||
Aggregate exercise price of warrants | $ 293 | $ 293 | ||||||||||
Other Investments [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Future investment exercised | $ 1,460 | 1,460 | ||||||||||
Other Investments [Member] | 2017 Loan [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Issued shares of common stock | 213,524 | |||||||||||
Shares of common stock, per share | $ 1.332 | |||||||||||
Company received amount of common stock | $ 196 | |||||||||||
Other Investments [Member] | Subsequent Events [Member] | 2017 Loan [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Issued shares of common stock | 213,524 | |||||||||||
Additional issued of common stock | $ 88 |
Financial Income (Expense), N28
Financial Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Financial income: | ||||
Amortization of discount and exchange rate differences on license purchase obligation | $ 4 | |||
Amortization of premium related to convertible loans | 892 | |||
Total finance income | $ 446 | 892 | 4 | |
Financial expenses: | ||||
Accrued interest on convertible loans | (27) | (19) | ||
Amortization of BCF, proceeds allocated to the derivative liability and debt issuance costs for convertible loans | (361) | |||
Change in the fair value of derivative liability for Right to Future Investment | (246) | |||
Exchange rate differences | (31) | 14 | ||
Amortization of discount and exchange rate differences on license purchase obligation | (5) | |||
Bank commissions | (2) | (2) | (2) | |
Total financial expenses | (45) | (348) | (60) | (628) |
Total financial income (expense), net | $ 401 | $ (348) | $ 832 | $ (624) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] | 1 Months Ended |
Jul. 31, 2018shares | |
Subsequent Events (Textual) | |
Common stock shares issued for services | 67,778 |
2017 Investment right [Member] | |
Subsequent Events (Textual) | |
Common stock shares issued for services | 213,524 |