Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Wize Pharma, Inc. | |
Entity Central Index Key | 0001218683 | |
Trading Symbol | WIZP | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Ex Transition Period | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 10,278,850 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,442 | $ 3,183 |
Restricted bank deposit | 11 | |
Marketable equity securities | 712 | 32 |
Other current assets | 209 | 180 |
Total current assets | 3,374 | 3,395 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 8 | 8 |
Operating lease right of use assets | 52 | |
Total non-current assets | 60 | 8 |
TOTAL ASSETS | 3,434 | 3,403 |
CURRENT LIABILITIES: | ||
Trade payables | 44 | 34 |
Other accounts payable | 218 | 272 |
Operating lease obligation - current | 13 | |
Current portion of license purchase obligation | 100 | 250 |
Convertible loans, net | 1,775 | 2,635 |
Total current liabilities | 2,150 | 3,191 |
NON CURRENT LIABILITIES: | ||
Operating lease obligation, net of current amount | 43 | |
TOTAL LIABILITIES | 2,193 | 3,191 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY: | ||
Preferred Stock A, with $0.001 par value per share - Authorized: 1,000,000 shares at March 31, 2019 and December 31, 2018; Issued and outstanding: 850 at March 31, 2019 and 910 at December 31, 2018 | 1 | 1 |
Common Stock, with $0.001 par value per share - 500,000,000 shares authorized at March 31, 2019 and December 31, 2018; 9,917,550 and 8,957,550 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 10 | 9 |
Additional paid- in capital | 31,256 | 30,272 |
Accumulated other comprehensive loss | (73) | (73) |
Accumulated deficit | (29,953) | (29,997) |
Total shareholders' equity | 1,241 | 212 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 3,434 | $ 3,403 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018₪ / sharesshares |
Statement of Financial Position [Abstract] | |||
Preferred stock A, par value | $ / shares | $ 0.001 | $ 0.001 | |
Preferred stock A, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock A, shares issued | 850 | 910 | 910 |
Preferred stock A, shares outstanding | 850 | 910 | 910 |
Common stock, par value | (per share) | $ 0.001 | ₪ 0.001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 9,917,550 | 8,957,550 | 8,957,550 |
Common stock, shares outstanding | 9,917,550 | 8,957,550 | 8,957,550 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (loss ) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Operating expenses: | |||
Research and development expenses | $ (63) | $ (210) | |
General and administrative expenses | (528) | (326) | |
Operating loss | (591) | (536) | |
Financial income, net | 739 | 431 | |
Net income (loss) | $ 148 | $ (105) | |
Basic and diluted net income (loss) per share | [1] | $ 0 | $ (0.02) |
Weighted average number of shares of common stock used in computing basic and diluted net loss per share | 9,057,325 | 4,382,919 | |
[1] | Less than 0.005 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock A | Common Stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total |
Balance at Dec. 31, 2017 | $ 4 | $ 23,397 | $ (47) | $ (26,452) | $ (3,098) | |
Balance, Shares at Dec. 31, 2017 | 4,350,608 | |||||
Issuance of shares with respect to exercise of PIPE warrants and right for future investment (see note 12d) | $ 1 | 860 | 861 | |||
Issuance of shares with respect to exercise of PIPE warrants and right for future investment (see note 12d), Shares | 575,134 | |||||
Deemed dividend with respect to the repurchase of right for future investment | ||||||
Net income (loss) | (105) | (105) | ||||
Balance at Mar. 31, 2018 | $ 5 | 24,257 | (47) | (26,557) | (2,342) | |
Balance, Shares at Mar. 31, 2018 | 4,925,742 | |||||
Balance at Dec. 31, 2018 | $ 1 | $ 9 | 30,272 | (73) | (29,997) | 212 |
Balance, Shares at Dec. 31, 2018 | 910 | 8,957,550 | ||||
Amount allocated to the repurchase right to existing right future investment relates to 2016 and 2017 loans | (480) | (480) | ||||
Amount that was allocated to the right for future investment - loan 2016 | 256 | 256 | ||||
Amount that was allocated to the right for future investment - loan 2017 | 386 | 386 | ||||
Deemed dividend with respect to the repurchase of right for future investment | (104) | (104) | ||||
Issuance of Common stock | $ 1 | 764 | 765 | |||
Issuance of Common stock, Shares | 900,000 | |||||
Conversion of Preferred stock into Common stock (Note 5c) | ||||||
Conversion of Preferred stock into Common stock (Note 5c), Shares | (60) | 60,000 | ||||
Stock-based compensation | 58 | 58 | ||||
Net income (loss) | 148 | 148 | ||||
Balance at Mar. 31, 2019 | $ 1 | $ 10 | $ 31,256 | $ (73) | $ (29,953) | $ 1,241 |
Balance, Shares at Mar. 31, 2019 | 850 | 9,917,550 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ 148 | $ (105) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | ||
Stock-based compensation | 58 | |
Gain from extinguishment of convertible loans | (48) | |
Accrued interest on convertible loans | 13 | 13 |
Amortization of premium related to convertible loans | (767) | (446) |
Change in: | ||
Other current assets | (29) | (44) |
Restricted bank deposit | 1 | |
Marketable equity securities | 85 | (1) |
License obligation | (150) | |
Operating lease right of use assets | 8 | |
Trade payables | 10 | (8) |
Operating lease obligation | (4) | |
Other accounts payable | (54) | 86 |
Net cash used in operating activities | (730) | (504) |
Cash flows from investing activities | ||
Proceeds from sale of marketable equity securities | 19 | |
Net cash provided by investing activities | 19 | |
Cash flows from financing activities | ||
Proceeds from issuance of shares with respect to exercise of PIPE warrants and right for future investment | 861 | |
Net cash provided by financing activities | 861 | |
Increase (decrease) in cash, cash equivalents and restricted cash | (730) | 376 |
Cash, cash equivalents and restricted cash at the beginning of the period | 3,183 | 215 |
Cash, cash equivalents and restricted cash at the end of the period | 2,442 | 591 |
Supplemental disclosure of non-cash financing activities: | ||
Ordinary shares issued through receipt of marketable securities | 765 | |
Amount allocated to the repurchase right to existing right to future investment related to 2016 and 2017 loans | (480) | |
Amount that was allocated to the right for future investment - loan 2016 | 256 | |
Amount that was allocated to the right for future investment - loan 2017 | 386 | |
Deemed dividend with respect to the repurchase of right for future investment | $ 104 |
General
General | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [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 the higher of $0.60, in Israel and Ukraine, or in a 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. In January 2019, the Company paid Resdevco royalties in the amount of $180. In February 2019, the Company and Resdevco agreed that royalties for 20 and 30 unit dose eyedrops shall be the higher of $0.60 or a percentage of revenues, not to exceed 10%, from sales made in the United States and other countries, excluding Israel, China and Ukraine, and that the Company shall pay Resdevco minimum yearly payments of $150,000 per year through 2021, and then annual payments of $475,000 per year, and shall pay Resdevco $650,000 within two years after receipt of FDA approval for eye drops utilizing the licensed technology. b. Going concern uncertainty and management plans: The Company has not yet generated any material revenues from its current operations, and therefore is dependent upon external sources for financing its operations. As of March 31, 2019, the Company has an accumulated deficit of $29,953. In addition, in period and year ended March 31, 2019 and December 31, 2018, the Company reported operating losses and negative cash flows from operating activities. Furthermore, unless the Company can extend the maturity date, or obtain additional financing, the convertible loans in the aggregate principal amount of $1,353 (discussed in Note 4) will become due in May 2019. 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 possible, refinance 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 March 31, 2019, the Company had an accumulated deficit of $29,953. 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 material 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 and general and administrative expenses. 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 or to develop the cannabis drug with Cannabics (see Note 5b). 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2018 are applied consistently in these Financial Statements. b. Disclosure of new accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize their leases contracts as assets and liabilities in the financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize expenses on their income statements in a manner similar to current lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Effective January 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying the new standard at the adoption date. The Company elected to apply the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company recognized $60 of operating lease right of use assets and operating lease liabilities at January 1, 2019. As of March 31, 2019, total of right-of-use assets related to the Company’s operating leases was $52 and operating lease liabilities and operating lease liabilities non-current were $13 and $43, respectively. c. Basic and diluted income (loss) per share: The income (loss) and the weighted average number of shares used in computing basic and diluted net income (loss) per share for the three months ended March 31, 2019 and 2018, is as follows: Three months ended March 31, 2019 2018 Numerator: Net income (loss) $ 148 $ (105 ) Less: Net income attributed to preferred stock (15 ) - Add: Deemed dividend with respect to right for future investment $ (104 ) $ - Net income (loss) applicable to shareholders of Common Stock $ 29 $ (105 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 9,057,325 4,382,919 Net income (loss) per share of Common stock, basic and diluted $ 0.00 $ (0.02 ) During the year ended December 31, 2018 the Company issued preferred stock as part of the October 2018 transaction. These preferred shares are participating securities. During the three months ended March 31, 2019 March 31, 2018 there were no other potentially dilutive instruments. Three months ended March 31, 2019 2018 Number of shares: Common shares used in computing basic income (loss) per share 9,057,325 4,382,919 Common shares used in computing diluted income (loss) per share 9,057,325 4,382,919 Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share 11,177,003 764,767 |
Unaudited Interim Consolidated
Unaudited Interim Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2019 | |
Quarterly Financial Information Disclosure [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. 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 three-month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or for any other interim period. The accompanying Financial Statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 1, 2019 (the “2018 Form 10-K”). The accompanying consolidated balance sheet as of March 31,2019 has been derived from these audited consolidated statements. |
Convertible Loans
Convertible Loans | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | NOTE 4:- 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 at 2016 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 had a maturity date of December 31, 2018. Regarding the modification of the maturity date of the 2016 loan in October 2018 and in March 2019, see also Note 4b and 4c. 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 at 2016 loan origination 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 had 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). Regarding modification to extend the term of the 2016 investment right in October 2018 and March 2019, see also Note 4b and 4c. 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. The Company believes it is in compliance with the 2016 loan covenants through the date of the financial statements. 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 at 2017 loan originate date) and in the aggregate principal amount of up to NIS 3 million (approximately $822 according to an exchange rate at 2017 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 had a maturity date of December 31, 2018. Regarding the modification of the maturity date of the 2017 loan in October 2018 and March 2019, see also Note 4b and 4c. 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 at 2017 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 (see also Note 12b to the 2018 consolidated financial statements), 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 had 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). Regarding modification to extend the term of the 2017 investment right in October 2018 and March 2019, see also Note 4b and 4c. 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. The Company believes it is in compliance with the 2017 loan covenants through the date of the financial statements. a. 2017 loan amendment 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 per Company's share 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. Accordingly, each of the modified financial instruments was 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. b. 2018 loan amendment In connection with the Purchase Agreement (see note 12j to 2018 consolidated financial statements), on October 19, 2018 ("2018 modification date"), the Company and its wholly-owned subsidiary Wize Pharma Ltd. ("Wize Israel") entered into an amendment to the existing convertible loan (the "Amendment"). Pursuant to the Amendment, the maturity date under the (i) 2016 Loan Agreement, and (ii) 2017 Loan Agreement, was amended to be the earliest of (a) 90 days following the date that the registration statement the Company will file under the Registration Rights Agreement covering the resale of all common stock, issued pursuant to the Purchase Agreement, and issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants, are registered for resale for investors who are not a party to the Loan Agreements Amendment, (b) 90 days following the date on which all securities issued to investors under the Purchase Agreement are no longer deemed registrable securities under the Registration Rights Agreement, and (c) one year following the closing under the Purchase Agreement. In addition, pursuant to the Amendment, the expiration date of the investment right under the 2016 Loan Agreement and the 2017 Loan Agreement was amended to be 180 days after the Loan Agreements Maturity Date. The 2018 loan amendment was accounted for as an extinguishment on October 19, 2018. According to ASC 470-50, each of the modified financial instruments were measured 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 $2,314 was allocated to the 2016 Loan and an aggregate amount of $3,286 was allocated to the 2017 Loan and the related 2016 and 2017 right to future investment. The difference between the Reacquisition Price that was allocated to the Right to Future Investment amounting to $874 which was included in the 2016 Loan and its fair value as of that date amounting to $764 was recorded directly to additional paid in capital (as a deemed dividend in an amount of $110). In addition, the Reacquisition Price that was allocated to the Right to Future Investment amounting to $1,336 which was included in the 2017 Loan and its fair value as of that date amounting to $1,154, was recorded directly to additional paid-in capital (as a deemed dividend in an amount of $182). The difference between reacquisition price that was allocated to the 2017 loan and to the 2016 loan, respectively and their respective carrying value of the 2017 Loan and 2016 Loan was recorded as gain on extinguishment amounting to $1,709 of the 2017 Loan and 2016 Loan. The 2018 loan amendment became effective in the fourth quarter of 2018 and all of the accounting effects were recognized in the fourth quarter of 2018. c. 2019 loan amendment On March 4, 2019, the Company and its wholly-owned subsidiary Wize Pharma Ltd. ("Wize Israel") entered into an amendment to convertible loan agreements (the "2019 Amendment") with Rimon Gold Assets Ltd. ("Rimon Gold"), Ridge Valley Corporation ("Ridge Valley"), and Shimshon Fisher ("Fisher" and, together with Rimon Gold and Ridge Valley, the "Lenders"). Pursuant to the 2019 Amendment, the maturity date under the (i) convertible loan agreement between Wize Israel and Rimon Gold, dated March 20, 2016 (as amended, the "2016 Loan Agreement"), and (ii) convertible loan agreement, dated January 12, 2017 (as amended, the "2017 Loan Agreement"), among Wize Israel, Rimon Gold, and Ridge Valley, was extended to May 31, 2019 (as previously described under the 2018 Loan Modification) from March 4, 2019. The parties also agreed that the Lenders' remaining investment rights under the 2016 Loan Agreement to invest up to $512.8, in the aggregate, at $1.308 per share, and the Lender's remaining investment rights under the 2017 Loan Agreement to invest up to $663.4, in the aggregate, at $1.332 per share, be extended from June 30, 2019 to November 30, 2019. The 2019 loan amendment was accounted for as an extinguishment on March 4, 2019. Until that date, the 2017 loan and the 2016 loan were being accounted for under the terms of the 2018 loan amendment discussed above. According to ASC 470-50, each of the modified financial instruments were measured 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 $986 was allocated to the 2016 Loan and an aggregate amount of $1,423 was allocated to the 2017 Loan and the related 2016 and 2017 right to future investment. The difference between the Reacquisition Price that was allocated to the Right to Future Investment amounting to $256 which was included in the 2016 Loan and its fair value as of that date amounting to $211 was recorded directly to additional paid in capital (as a deemed dividend in an amount of $45). In addition, the Reacquisition Price that was allocated to the Right to Future Investment amounting to $386 which was included in the 2017 Loan and its fair value as of that date amounting to $327, was recorded directly to additional paid-in capital (as a deemed dividend in an amount of $59). The difference between reacquisition price that was allocated to the 2017 loan and to the 2016 loan, respectively and their respective carrying value of the 2017 Loan and 2016 Loan was recorded as gain on extinguishment amounting to $48 of the 2017 Loan and 2016 Loan. The below table describes the roll forward of 2017 Loan and 2016 Loan for the three months ended March 31, 2019 and the year ended December 31, 2018: March 31, December 31, 2019 2018 Opening balance $ 2,635 $ 3,204 Amortization of premium related to convertible loans prior to 2018 modification - (1,458 ) Amortization of premium related to convertible loans following 2018 modification (641 ) (691 ) Amortization of premium related to convertible loans following 2019 modification (126 ) - Accrued interest on 2017 Loan and 2016 Loan 13 56 Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishment (1,873 ) (1,680 ) Amount allocated to 2016 Loan and 2017 Loan based on modified terms 1,767 3,204 $ 1,775 $ 2,635 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5:- STOCKHOLDERS' EQUITY 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 February 7, 2019, the Company entered into a joint venture agreement with Cannabics Pharmaceuticals, Inc. ("Cannabics"). Pursuant to the agreement, the parties agreed to form a new joint venture company for the purpose of researching, developing and administering cannabinoid formulations to treat ophthalmic conditions. The new company will initially be owned 50% each by the Company and Cannabics. Promptly following the effective date, the Company and Cannabics will work together to prepare a business plan for the new company. The initial board of directors of the new company will consist of three members, including one each appointed by the Company and Cannabics, and one industry expert recommended by the Company and approved by Cannabics. The initial officers of the Company will be Noam Danenberg (the Company's chairman) and Eyal Barad (Cannabics' chief executive officer), who will serve as co-chief executive offices. If the business plan is not approved by the Company and Cannabics by June 30, 2019, the joint venture agreement will then expire. The Company agreed to issue to Cannabics 900,000 shares of the Company's common stock upon the effective date, and Cannabics agreed to issue to the Company 2,263,944 shares of Cannabics' common stock, upon the effective date. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. On March 1, 2019, the Company's joint venture agreement with Cannabics Pharmaceuticals, Inc. ("Cannabics") became effective following receipt of an opinion, within 30 days from execution of the agreement, from a mutually selected third party describing the regulatory pathway for eye drops containing cannabinoids or cannabinoid strings. Pursuant to the terms of the agreement, the Company issued to Cannabics 900,000 shares of its common stock and Cannabics issued to the Company 2,263,944 shares of Cannabics' common stock. As a result of the share issuance, the Company recorded an amount of $765 as an increase to additional paid-in capital with a corresponding amount of $765 as an investment in marketable securities. Such amount was based on the fair value of Cannabics' shares as of the date at which the agreement became effective. The investment in marketable securities is measured in subsequent periods at fair value with changes carried to profit or loss. During the three months ended March 31, 2019 the Company recognized an unrealized loss of $76. c. In March 2019, the Company issued 60,000 shares of Common Stock to certain investors in exchange for conversion of 60 shares of Preferred A stock, which was in accordance with terms of the purchase agreement. d. Stock-based compensation: On March 31, 2019, the Company's board of directors approved the following: 1. To grant to each its directors 100,000 RSU's. The RSU's will vest quarterly over a period of 24 months. 2. To grant to each its officers 140,000 RSU's. The RSU's will vest quarterly over a period of 24 months. The Company determined the fair value of the RSUs to be the quoted market price of the Company's common stock on the date of issuance. The aggregate fair value of these restricted stock units issued was $168. The Company will record this amount quarterly over the vesting period of 24 months following March 31, 2019. |
Financial Income (Expense), Net
Financial Income (Expense), Net | 3 Months Ended |
Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME (EXPENSES), NET | NOTE 6:- FINANCIAL INCOME (EXPENSES), NET Composition: Three months ended March 31, 2019 2018 Financial income: Gain from extinguishment of convertible loans $ 48 $ - Bank commissions and exchange rate differences 26 - Amortization of premium related to convertible loans 767 446 Total financial income 841 446 Financial expenses: Accrued interest on convertible loans (13 ) (13 ) Change in the fair value of marketable securities (85 ) - Bank commissions and exchange rate differences - (2 ) Total financial expenses (98 ) (15 ) Total financial income, net $ 743 $ 431 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7:- SUBSEQUENT EVENTS a. On April 18, 2019, the Company granted to its employee, 21,600 options exercisable into 21,600 shares of Common Stock at an exercise price of $0.75 per share of Common Stock. The options will vest quarterly over a period of 36 months commencing April 18, 2019. b. In April 29, 2019, the Company issued 336,000 shares of Common Stock to certain investors in exchange for conversion of 336 shares of Preferred A stock, which was in accordance with terms of the purchase agreement. In May 7, 2019, the Company issued 336,000 shares of Common Stock to certain investors in exchange for conversion of 336 shares of Preferred A stock, which was in accordance with terms of the purchase agreement. c. On April 23, 2019, the Company’s board of directors appointed Mark Sieczkarek as the Company’s Chairman of the Board (the “Chairman Appointment”). In connection with Mr. Sieczkarek’s appointment, the Company and Mr. Sieczkarek entered into a Chairman Agreement (the “Chairman Agreement”) whereby Mr. Sieczkarek shall receive 202,399 restricted stock units and options to purchase 102,222 shares of the Company’s common stock at an exercise price of $2.00 per share (the “Chairman Awards”). The Chairman Awards shall vest 1/8 on the effective date of the Chairman Agreement and subsequently in seven equal quarterly installments commencing July 1, 2019. The Chairman Agreement has an initial term of two years (the “Term”) and provides that in the event of a change of control (as defined in the Chairman Agreement) the Chairman Awards shall automatically vest in full as of that date. The Chairman Agreement also contains standard representations and warranties regarding confidential information, non-competition and non-solicitation. On May 14, 2019 the Company issued 25,300 shares to the Chairman pursuant to the agreement above. As a result of and in connection with the Chairman Appointment, Noam Danenberg (“Mr. Danenberg”), the current Chairman of the Board, resigned from the Board and as Chairman and was named Chief Executive Officer. As a result of and in connection with the Chairman Appointment, Or Eisenberg, the Company’s Chief Financial Officer and Acting Chief Executive Officer, resigned from his position as Acting Chief Executive Officer. Mr. Eisenberg’s resignation was not due in any way to any dispute with the Company and he remains Chief Financial Officer of the Company. d. In April 2019 Company’s Chief Executive Officer purchased directly from Ridge all of the outstanding convertible loans held by Ridge in the amount of approximately $279 for a total of 265,531 shares of common stock issuable upon conversion of the loans and accompanying investment rights to purchase an additional 94,382 shares of common stock at $1.332 per share |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2019 | |
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. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2018 are applied consistently in these Financial Statements. |
Disclosure of new accounting standards | b. Disclosure of new accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize their leases contracts as assets and liabilities in the financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize expenses on their income statements in a manner similar to current lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Effective January 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of applying the new standard at the adoption date. The Company elected to apply the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company recognized $60 of operating lease right of use assets and operating lease liabilities at January 1, 2019. As of March 31, 2019, total of right-of-use assets related to the Company's operating leases was $52 and operating lease liabilities and operating lease liabilities non-current were $13 and $43, respectively. |
Basic and diluted income (loss) per share: | c. Basic and diluted income (loss) per share: The income (loss) and the weighted average number of shares used in computing basic and diluted net income (loss) per share for the three months ended March 31, 2019 and 2018, is as follows: Three months ended March 31, 2019 2018 Numerator: Net income (loss) $ 148 $ (105 ) Less: Net income attributed to preferred stock (15 ) - Add: Deemed dividend with respect to right for future investment $ (104 ) $ - Net income (loss) applicable to shareholders of Common Stock $ 29 $ (105 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 9,057,325 4,382,919 Net income (loss) per share of Common stock, basic and diluted $ 0.00 $ (0.02 ) During the year ended December 31, 2018 the Company issued preferred stock as part of the October 2018 transaction. These preferred shares are participating securities. During the three months ended March 31, 2019 March 31, 2018 there were no other potentially dilutive instruments. Three months ended March 31, 2019 2018 Number of shares: Common shares used in computing basic income (loss) per share 9,057,325 4,382,919 Common shares used in computing diluted income (loss) per share 9,057,325 4,382,919 Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share 11,177,003 764,767 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per share | Three months ended March 31, 2019 2018 Numerator: Net income (loss) $ 148 $ (105 ) Less: Net income attributed to preferred stock (15 ) - Add: Deemed dividend with respect to right for future investment $ (104 ) $ - Net income (loss) applicable to shareholders of Common Stock $ 29 $ (105 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 9,057,325 4,382,919 Net income (loss) per share of Common stock, basic and diluted $ 0.00 $ (0.02 ) Three months ended March 31, 2019 2018 Number of shares: Common shares used in computing basic income (loss) per share 9,057,325 4,382,919 Common shares used in computing diluted income (loss) per share 9,057,325 4,382,919 Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share 11,177,003 764,767 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [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 per Company's share 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 | March 31, December 31, 2019 2018 Opening balance $ 2,635 $ 3,204 Amortization of premium related to convertible loans prior to 2018 modification - (1,458 ) Amortization of premium related to convertible loans following 2018 modification (641 ) (691 ) Amortization of premium related to convertible loans following 2019 modification (126 ) - Accrued interest on 2017 Loan and 2016 Loan 13 56 Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishment (1,873 ) (1,680 ) Amount allocated to 2016 Loan and 2017 Loan based on modified terms 1,767 3,204 $ 1,775 $ 2,635 |
Financial Income (Expense), N_2
Financial Income (Expense), Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income (expense), net | Three months ended March 31, 2019 2018 Financial income: Gain from extinguishment of convertible loans $ 48 $ - Bank commissions and exchange rate differences 26 - Amortization of premium related to convertible loans 767 446 Total financial income 841 446 Financial expenses: Accrued interest on convertible loans (13 ) (13 ) Change in the fair value of marketable securities (85 ) - Bank commissions and exchange rate differences - (2 ) Total financial expenses (98 ) (15 ) Total financial income, net $ 743 $ 431 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||||
Feb. 28, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | May 31, 2015 | |
General (Textual) | |||||||
Sale of price per unit | $ 0.60 | ||||||
Royalty payments | $ 180 | ||||||
Accumulated deficit | $ (29,953) | $ (29,997) | |||||
Stockholders' equity | 1,241 | $ 212 | $ (2,342) | $ (3,098) | |||
Principal amount | $ 1,353 | ||||||
Description of revenue royalty payments | In February 2019, the Company and Resdevco agreed that royalties for 20 and 30 unit dose eyedrops shall be the higher of $0.60 or a percentage of revenues, not to exceed 10%, from sales made in the United States and other countries, excluding Israel, China and Ukraine, and that the Company shall pay Resdevco minimum yearly payments of $150,000 per year through 2021, and then annual payments of $475,000 per year, and shall pay Resdevco $650,000 within two years after receipt of FDA approval for eye drops utilizing the licensed technology. |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ 148 | $ (105) |
Less: Net income attributed to preferred stock | (15) | |
Add: Deemed dividend with respect to right for future investment | (104) | |
Net income (loss) applicable to shareholders of Common Stock | $ 29 | $ (105) |
Denominator: | ||
Shares of common stock used in computing basic and diluted net income (loss) per share | 9,057,325 | 4,382,919 |
Net income (loss) per share of Common stock, basic and diluted | $ 0 | $ (0.02) |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number of shares: | ||
Common shares used in computing basic income (loss) per share | 9,057,325 | 4,382,919 |
Common shares used in computing diluted income (loss) per share | 9,057,325 | 4,382,919 |
Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share | 11,177,003 | 764,767 |
Convertible Loans (Details)
Convertible Loans (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2019USD ($)$ / shares | |
Short-term Debt [Line Items] | ||
Aggregate principal amount | $ 1,353 | |
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 per Company’s share 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 per Company’s share 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Roll forward of 2017 Loan and 2016 Loan | ||
Opening balance | $ 2,635 | |
Closing balance | 1,775 | $ 2,635 |
Convertible Debt [Member] | ||
Roll forward of 2017 Loan and 2016 Loan | ||
Opening balance | 2,635 | 3,204 |
Amortization of premium related to convertible loans prior to 2018 modification | (1,458) | |
Amortization of premium related to convertible loans following 2018 modification | (641) | (691) |
Amortization of premium related to convertible loans following 2019 modification | (126) | |
Accrued interest on 2017 Loan and 2016 Loan | 13 | 56 |
Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishment | (1,873) | (1,680) |
Amount allocated to 2016 Loan and 2017 Loan based on modified terms | 1,767 | 3,204 |
Closing balance | $ 1,775 | $ 2,635 |
Convertible Loans (Details Text
Convertible Loans (Details Textual) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands | Dec. 21, 2017USD ($) | Jan. 15, 2017ILS (₪) | Mar. 20, 2016USD ($)$ / shares | Mar. 20, 2016ILS (₪) | Mar. 04, 2019USD ($) | Oct. 19, 2018 | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Jan. 15, 2017USD ($)$ / shares | Jan. 15, 2017ILS (₪)₪ / shares | Mar. 20, 2016ILS (₪)₪ / shares |
Convertible Loans (Textual) | ||||||||||||
Loan amendment, description | Pursuant to Amendment, the maturity date under the (i) 2016 Loan Agreement, and (ii) 2017 Loan Agreement, was amended to be the earliest of (a) 90 days following the date that the registration statement the Company will file under the Registration Rights Agreement covering the resale of all common stock, issued pursuant to the Purchase Agreement, and issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants, are registered for resale for investors who are not a party to the Loan Agreements Amendment, (b) 90 days following the date on which all securities issued to investors under the Purchase Agreement are no longer deemed registrable securities under the Registration Rights Agreement, and (c) one year following the closing under the Purchase Agreement. In addition, pursuant to the Amendment, the expiration date of the investment right under the 2016 Loan Agreement and the 2017 Loan Agreement was amended to be 180 days after the Loan Agreements Maturity Date. | |||||||||||
Loss on extinguishment of loan | $ 48 | |||||||||||
Additional paid- in capital | 31,256 | $ 30,272 | ||||||||||
2017 Lenders [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | 274 | |||||||||||
Right future investment | $ 411 | |||||||||||
2016 Loan [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | $ 2,104 | |||||||||||
Conversion price | $ / shares | $ 0.9768 | |||||||||||
Right future investment | $ 256 | $ 874 | ||||||||||
Aggregate amount of loan | 986 | 2,314 | ||||||||||
Fair value | 211 | 764 | ||||||||||
Deemed dividend | 45 | 110 | ||||||||||
Loss on extinguishment of loan | 48 | $ 1,709 | ||||||||||
2016 Loan [Member] | Rimon Gold [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Converted instrument, amount | $ 26 | |||||||||||
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). | ||||||||||
2016 Loan [Member] | NIS [Member] | Rimon Gold [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Converted instrument, amount | ₪ | ₪ 100,000 | |||||||||||
Conversion price | ₪ / shares | ₪ 15.2592 | |||||||||||
2016 Loan [Member] | Wize Israel [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | ₪ | ₪ 531 | |||||||||||
Interest rate | 4.00% | 4.00% | ||||||||||
Maturity date | Dec. 31, 2018 | Dec. 31, 2018 | ||||||||||
2016 Loan [Member] | Wize Israel [Member] | NIS [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | ₪ | ₪ 2,000 | |||||||||||
2017 Loan [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | $ 2,985 | |||||||||||
Conversion price | $ / shares | $ 1.1112 | |||||||||||
Right future investment | 386 | $ 1,336 | ||||||||||
Aggregate amount of loan | 1,423 | 3,286 | ||||||||||
Fair value | 327 | 1,154 | ||||||||||
Deemed dividend | 59 | 182 | ||||||||||
Loss on extinguishment of loan | $ 48 | $ 1,709 | ||||||||||
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 (subject to adjustments in case of stock splits or similar events). | 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). | ||||||||||
2017 Loan [Member] | 2017 Lenders [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | $ 822 | |||||||||||
Interest rate | 120.00% | 120.00% | ||||||||||
Conversion price | $ / shares | $ 6.72 | |||||||||||
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). | |||||||||||
Converted debt, description | The 2017 Loan Conversion Price was adjusted to $1.1112. | |||||||||||
Fixed exercise price | $ / shares | $ 1.332 | |||||||||||
2017 Loan [Member] | NIS [Member] | Rimon Gold And Fisher [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | ₪ | ₪ 1,000 | |||||||||||
2017 Loan [Member] | NIS [Member] | 2017 Lenders [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Converted instrument, amount | ₪ | ₪ 1,000 | |||||||||||
Conversion price | ₪ / shares | ₪ 24 | |||||||||||
2017 Loan [Member] | Wize Israel [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | $ 822 | |||||||||||
Interest rate | 4.00% | 4.00% | ||||||||||
Maturity date | Dec. 31, 2018 | |||||||||||
2017 Loan [Member] | Wize Israel [Member] | NIS [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Principal amount | ₪ | ₪ 3,000 | |||||||||||
2017 loan amendment [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Loan amendment, description | 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. | |||||||||||
2019 loan amendment [Member] | ||||||||||||
Convertible Loans (Textual) | ||||||||||||
Loan amendment, description | The parties also agreed that the Lenders’ remaining investment rights under the 2016 Loan Agreement to invest up to $512.8, in the aggregate, at $1.308 per share, and the Lender’s remaining investment rights under the 2017 Loan Agreement to invest up to $663.4, in the aggregate, at $1.332 per share, be extended from June 30, 2019 to November 30, 2019. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 01, 2019 | Mar. 31, 2019 | Feb. 07, 2019 | |
Stockholders' Equity (Textual) | |||
Ownership interest | 50.00% | ||
Description of common stock agreed to issue | The Company agreed to issue to Cannabics 900,000 shares of the Company’s common stock upon the effective date, and Cannabics agreed to issue to the Company 2,263,944 shares of Cannabics’ common stock, upon the effective date. | ||
Issue of common stock upon the effective date | 900,000 | ||
Purchase of common stock upon the effective date | 2,263,944 | ||
Increase to additional paid-in capital | $ 765 | ||
Investment in marketable securities | $ 765 | ||
Common stock issued for conversion | 60,000 | ||
Preferred A stock [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock issued for conversion | 60 | ||
Directors [Member] | |||
Stockholders' Equity (Textual) | |||
Grant of RSU’s | 100,000 | ||
Vesting period | 24 months | ||
Officers [Member] | |||
Stockholders' Equity (Textual) | |||
Grant of RSU’s | 140,000 | ||
Vesting period | 24 months | ||
RSU's [Member] | |||
Stockholders' Equity (Textual) | |||
Vesting period | 24 months | ||
Aggregate fair value of restricted stock units issued | $ 168 | ||
Unrealized loss | $ 76 |
Financial Income (Expense), N_3
Financial Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Financial income: | ||
Gain from extinguishment of convertible loans | $ 48 | |
Bank commissions and exchange rate differences | 26 | |
Amortization of premium related to convertible loans | 767 | 446 |
Total financial income | 841 | 446 |
Financial expenses: | ||
Accrued interest on convertible loans | (13) | (13) |
Change in the fair value of marketable securities | (85) | |
Bank commissions and exchange rate differences | (2) | |
Total financial expenses | (98) | (15) |
Total financial income, net | $ 739 | $ 431 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | May 14, 2019shares | May 07, 2019shares | Apr. 30, 2019USD ($)shares | Apr. 23, 2019 | Apr. 18, 2019$ / sharesshares | Apr. 29, 2019shares | Apr. 30, 2019₪ / shares | May 31, 2015$ / shares |
Subsequent Events (Textual) | ||||||||
Purchase shares of common stock price | $ / shares | $ 0.60 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Options granted | 21,600 | |||||||
Options exercisable | 21,600 | |||||||
Exercise price | $ / shares | $ 0.75 | |||||||
Options vesting period | 36 months | |||||||
Conversion of common stock | 336,000 | 336,000 | ||||||
Chairman Agreement, description | The Company and Mr. Sieczkarek entered into a Chairman Agreement (the “Chairman Agreement”) whereby Mr. Sieczkarek shall receive 202,399 restricted stock units and options to purchase 102,222 shares of the Company’s common stock at an exercise price of $2.00 per share (the “Chairman Awards”). The Chairman Awards shall vest 1/8 on the effective date of the Chairman Agreement and subsequently in seven equal quarterly installments commencing July 1, 2019. | |||||||
Issued of new shares of chairman | 25,300 | |||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Convertible loans of ridge amount | $ | $ 279 | |||||||
Issued of new shares of chairman | 265,531 | |||||||
Purchase shares of common stock | 94,382 | |||||||
Purchase shares of common stock price | ₪ / shares | ₪ 1.332 | |||||||
Subsequent Event [Member] | Preferred Class A [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Conversion of common stock | 336 | 336 |