Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Wize Pharma, Inc. | ||
Entity Central Index Key | 0001218683 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity File Number | 000-52545 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Public Float | $ 5,231,546 | ||
Entity Common Stock, Shares Outstanding | 15,995,928 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 718 | $ 3,183 | |
Restricted bank deposit | 41 | ||
Marketable equity securities (Note 3) | 10 | 32 | |
Other current assets (Note 4) | 378 | 180 | |
Total current assets | 1,147 | 3,395 | |
NON-CURRENT ASSETS: | |||
Operating lease right of use assets | 22 | ||
Property and equipment, net | 7 | 8 | |
Total non-current assets | 29 | 8 | |
TOTAL ASSETS | 1,176 | 3,403 | |
CURRENT LIABILITIES: | |||
Account payables (Note 7) | 369 | 306 | |
Operating lease obligation - current | 22 | ||
Current portion of license purchase obligation (Note 6) | 250 | 250 | |
Convertible loans, net (Note 8) | 2,635 | ||
Total current liabilities | 641 | 3,191 | |
COMMITMENTS AND CONTINGENCIES (Note 10) | |||
STOCKHOLDERS' EQUITY (Note 11): | |||
preferred stock A, with $0.001 par value per share ("Series A Preferred Stock") - Authorized: 1,000,000 shares at December 31, 2019 and 2018; Issued and outstanding: 178 and 910 shares at December 31, 2019 and 2018, respectively | [1] | 1 | |
common stock, with $0.001 par value per share ("Common Stock") - 500,000,000 shares authorized at December 31, 2019 and 2018; 15,873,128 and 8,957,550 shares issued and outstanding at December 31, 2019 and 2018, respectively | 16 | 9 | |
Additional paid-in capital | 34,491 | 30,272 | |
Accumulated other comprehensive loss | (73) | (73) | |
Accumulated deficit | (33,899) | (29,997) | |
Total stockholders' equity | 535 | 212 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,176 | $ 3,403 | |
[1] | Less than 1 thousand. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2019$ / 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 |
Preferred stock A, shares issued | 178 | 910 |
Preferred stock A, shares outstanding | 178 | 910 |
Common stock, par value | (per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 15,873,128 | 8,957,550 |
Common stock, shares outstanding | 15,873,128 | 8,957,550 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development expenses | $ 492 | $ 694 |
General and administrative expenses (Note 12a) | 2,678 | 2,936 |
Operating loss | (3,170) | (3,630) |
Financial income (expense), net (Note 12b) | (280) | 351 |
Net loss | (3,450) | (3,279) |
Addition to net loss (for EPS purpose) | ||
Deemed dividend with respect to the repurchase of right for future investment | (185) | (292) |
Deemed dividend due to exercise price adjustment of warrants as a result of certain down-round anti-dilution protection or price protection features included in the warrants | (267) | |
Net loss applicable to stockholders of Common Stock | (3,902) | (3,571) |
Comprehensive loss | $ (3,450) | $ (3,279) |
Basic and diluted net loss per share | $ (0.36) | $ (0.61) |
Weighted average number of shares of common stock used in computing basic and diluted net loss per share | 10,519,682 | 5,649,262 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Series A Preferred Stock | 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 | ||||||||
Cumulative effect adjustment from transition to ASU 2016-01 | (26) | 26 | |||||||
Issuance of shares with respect to exercise of PIPE Warrants and right for future investment (Note 11d) | $ 1 | 1,144 | 1,145 | ||||||
Issuance of shares with respect to exercise of PIPE Warrants and right for future investment (Note 11d), shares | 788,658 | ||||||||
Issuance of units consisting of Common Stock, Series A Preferred Stock and detachable warrants net of issuance costs | $ 1 | $ 3 | 3,911 | 3,915 | |||||
Issuance of units consisting of Common Stock, Series A Preferred Stock and detachable warrants net of issuance costs, Shares | 1,350 | 3,100,000 | |||||||
Conversion of Preferred stock into Common Stock (Note 11o and 11l) | [1] | [1] | [1] | ||||||
Conversion of Preferred stock into Common Stock (Note 11o and 11l), Shares | (440) | 440,000 | |||||||
Amount allocated to the repurchase of beneficial conversion feature in convertible loans | (1,918) | (1,918) | |||||||
Amount allocated to the right for future investment - 2016 Loan upon 2018 Loan Amendment | 952 | 952 | |||||||
Amount allocated to the right for future investment - 2017 Loan upon 2018 Loan Amendment | 1,444 | 1,444 | |||||||
Deemed dividends with respect to the repurchase of right for future investment | (292) | (292) | |||||||
Stock-based compensation | $ 1 | 1,342 | 1,343 | ||||||
Stock-based compensation, Shares | 278,284 | ||||||||
Net loss | (3,279) | (3,279) | |||||||
Balance at Dec. 31, 2018 | $ 1 | $ 9 | 30,272 | (73) | (29,997) | 212 | |||
Balance, Shares at Dec. 31, 2018 | 910 | 8,957,550 | |||||||
Amounts allocated to repurchase of existing right for future investment related to the 2016 Loan and the 2017 Loan (See Note 8) | (633) | (633) | |||||||
Amounts that were allocated to recognition of the right for future investment and warrants - 2016 Loan (See Note 8) | 637 | 637 | |||||||
Amounts that were allocated to recognition of the right for future investment and warrants - 2017 Loan (See Note 8) | 962 | 962 | |||||||
Issuance of Common Stock and warrants for cash (Note 11u) | $ 2 | 548 | 550 | ||||||
Issuance of Common Stock and warrants for cash (Note 11u), Shares | 2,037,037 | ||||||||
Issuance of Common Stock and warrants due to 2016 Loan and 2017 Loan repayment (Note 11t) | $ 3 | 991 | 994 | ||||||
Issuance of Common Stock and warrants due to 2016 Loan and 2017 Loan repayment (Note 11t), Shares | 2,816,196 | ||||||||
Conversion of Preferred stock into Common Stock (Note 11o and 11l) | $ (1) | $ 1 | |||||||
Conversion of Preferred stock into Common Stock (Note 11o and 11l), Shares | (732) | 732,000 | |||||||
Terms modification and cancellation of existing financial instruments due to 2016 and 2017 loan repayment (Note 8e) | (135) | (135) | |||||||
Issuance of Common Stock (Note 11k) | $ 1 | 764 | 765 | ||||||
Issuance of Common Stock (Note 11k), Shares | 900,000 | ||||||||
Deemed dividend due to exercise price adjustment of warrants as a result of certain down-round anti-dilution protection or price protection features included in the warrants (Note 11h) | 267 | (267) | |||||||
Deemed dividends with respect to the repurchase of right for future investment | (185) | (185) | |||||||
Stock-based compensation | 818 | 818 | |||||||
Stock-based compensation, Shares | 430,345 | ||||||||
Net loss | (3,450) | (3,450) | |||||||
Balance at Dec. 31, 2019 | [1] | $ 16 | $ 34,491 | $ (73) | $ (33,899) | $ 535 | |||
Balance, Shares at Dec. 31, 2019 | 178 | 15,873,128 | |||||||
[1] | Representing amount less than $1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Cash flows from operating activities | ||||
Net loss | $ (3,450) | $ (3,279) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 1 | 2 | ||
Stock-based compensation | 818 | 1,289 | ||
Loss on marketable equity securities | 527 | 33 | ||
Amortization of premium related to convertible loans (Notes 8 and 12) | (1,257) | (2,149) | ||
Accrued interest on convertible loans (Notes 8 and 12b) | 45 | 56 | ||
Loss from extinguishment of convertible loans (Notes 8 and 12b) | 977 | 1,709 | ||
Increase in license purchase obligation (Note 6) | 150 | 150 | ||
Change in: | ||||
Other current assets | 62 | (86) | ||
Other accounts payable | 63 | 67 | ||
Net cash used in operating activities | (2,064) | (2,208) | ||
Cash flows from investing activities | ||||
Purchase of property and equipment | [1] | (5) | ||
Proceeds from sale of marketable equity securities | 258 | |||
Net cash provided by investing activities | [1] | 253 | ||
Cash flows from financing activities | ||||
Proceeds from issuance of shares and warrants (Note 11u) | 550 | |||
Proceeds from issuance of shares with respect to exercise of PIPE Warrants and right for future investment | 1,145 | |||
Proceeds from issuance of units consisting of Common Stock, Series A Preferred Stock and warrants (Note 12c) | 3,915 | |||
Convertible loan repayment | (760) | |||
Repayment of license purchase obligation | (150) | (150) | ||
Net cash provided by (used in) financing activities | (360) | 4,910 | ||
Effect of exchange rate change on cash, cash equivalents and restricted cash | 1 | |||
Change in cash, cash equivalents and restricted cash | (2,424) | 2,956 | ||
Cash, cash equivalents and restricted cash at the beginning of the year | 3,183 | 227 | ||
Cash, cash equivalents and restricted cash at the end of the year | 759 | 3,183 | ||
Supplemental disclosure of non-cash financing activities: | ||||
Increase in other current assets through equity | 54 | |||
Deemed dividend with respect to the repurchase of right for future investment | 292 | |||
Conversion of Preferred stock into Common Stock | [1] | |||
Amount allocated to the repurchase of beneficial conversion feature in convertible loans | (1,918) | |||
Amount allocated to the right for future investment - 2016 Loan upon 2018 Amendment | 952 | |||
Amount allocated to the right for future investment- 2017 Loan upon 2018 Amendment | 1,444 | |||
Ordinary shares issued through receipt of marketable securities (Note 11k) | 765 | |||
Amount allocated to the repurchase right for existing right for future investment related to the 2016 Loan and the 2017 Loan - March 2019 Loan Amendment | (481) | |||
Amounts that were allocated to the recognition of right for future investment - 2016 Loan - March 2019 Loan Amendment | 256 | |||
Amounts that were allocated to the recognition of right for future investment - 2017 Loan - March 2019 Loan Amendment | 386 | |||
Deemed dividends with respect to the repurchase of right for future investment - March 2019 Loan Amendment | 104 | |||
Amount allocated to the repurchase right for existing right to future investment related to the 2016 Loan and the 2017 Loan - May 2019 Amendment | (152) | |||
Amounts that were allocated to the right for future investment and warrants - 2016 Loan - May 2019 Amendment | 381 | |||
Amounts that were allocated to the right for future investment and warrants - 2017 Loan - May 2019 Amendment | 576 | |||
Deemed dividends with respect to the repurchase of right for future investment - May 2019 Amendment | 81 | |||
Amount allocated to the 2016 Loan - March 2019 Loan Amendment | 729 | |||
Amount allocated to the 2017 Loan - March 2019 Loan Amendment | 1,037 | |||
Amount allocated to the 2016 Loan - May 2019 Amendment | 634 | |||
Amount allocated to the 2017 Loan - May 2019 Amendment | 922 | |||
Repayment of convertible loans through Common Stock | 760 | |||
Deemed dividend due to exercise price adjustment of warrants as a result of certain down-round anti-dilution protection or price protection features included in the warrants | 267 | |||
Sell of Cannabics's shares through a broker | $ 260 | |||
[1] | Representing amount less than $1 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Wize Pharma, Inc. (the " Company Wize On November 16, 2017, the Company completed the acquisition of Wize Pharma Ltd., an Israeli company (" Wize Israel 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. (" OcuWize For discussion regarding the issuance of mandatorily redeemable B preferred shares as a partial financing, together with the grant of a right to receive 37% of future L02A-based products LO2A Proceeds Bonus 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 December 31, 2019, the Company has an accumulated deficit of $33,899. In addition, in each of the years ended December 31, 2019 and 2018, 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 and repay existing indebtedness 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. Regarding a transaction with Bonus in January 2020 see also Note 14. c. Risk factors: As of December 31, 2019, the Company had an accumulated deficit of $33,899. 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 along with the general and administrative expenses it incurs to support these 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 (as defined below); ● 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 Conjunctivochalasis (" CCH Sjögren's 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 | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (" U.S. GAAP a. Use of estimates in preparation of Financial Statements: The preparation of consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated Financial Statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated Financial Statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the consolidated Financial Statements, the most significant estimates and assumptions relate to the going concern assumptions, determining the fair value of embedded and freestanding financial instruments related to convertible loans and rights to future investment as part of modification or the settlement of the convertible loans and the determination of whether modification of terms of financial instruments is considered substantial. b. Principles of consolidation: The consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation. c. Functional currency: The Company aims to direct its main operations in the United States market. In addition, the convertible loans were denominated in U.S. dollars. Similarly, the Company issued warrants eligible for exercise for the Company's shares of Common Stock at an exercise price denominated in U.S. dollars and during January 2020 the Company completed the issuance of 7,500 Series B Non-Voting Redeemable Preferred Stock for a purchase price of $1 per share. Also, the management believes the Company will raise funds through private investment rounds and / or from issuance of equity in dollar amounts by approaching the market in the United States. As a result, it was determined that the U.S dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional currency of the Company is the U.S. dollar. The Company maintains its books and records in local currency, which is NIS. Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the consolidated statement of comprehensive loss, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses as applicable. The following table presents data regarding the dollar exchange rate of relevant currencies: As of December 31, % of change 2019 2018 2019 2018 USD 1 = NIS 3.456 3.748 (7.8 ) 8.1 d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. For presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling the reported period total amounts. December 31 2019 Cash and cash equivalents $ 718 Restricted bank deposit 41 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 759 There were no restricted cash amounts as of December 31, 2018. e. Restricted bank deposit: Restricted bank deposit is a deposit with maturities of more than three months and up to one year. The restricted bank deposit was presented at its cost, including accrued interest and represents cash which is used as collateral for Wize Israel's credit card used for certain corporate business expenses. f. Marketable equity securities: The Company's investment in marketable equity securities which is based on equity securities with readily determinable fair values was classified as financial instruments at fair value with any changes in fair value recognized periodically in net income. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Furniture and office equipment 10 h. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (" ASC i. Research and development expenses: Research and development expenses are charged to the statement of comprehensive loss as incurred. In-Process Research and Development assets, acquired in an asset acquisition ( i.e. j. Severance pay: Wize Israel has two employee as of December 31, 2019 and 2018. Wize Israel's liability for severance pay is subject to Section 14 of Israel's the Severance Compensation Act, 1963 (" Section 14 The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. Severance expenses for the years ended December 31, 2019 and 2018 amounted to $17 and $10, respectively. k. Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2019 and 2018, no liability for unrecognized tax positions has been recognized. l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities and restricted bank deposits. Cash and cash equivalents and restricted bank deposits are invested in major banks in Israel. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. m. Convertible loans: Allocation of proceeds: The proceeds received upon the original issuance of the 2016 Loan (as defined below) together with a freestanding derivative financial instrument (derivative liability for right to future investment) were allocated to the financial instruments issued based on the residual value method. The detachable derivative financial instrument related to the 2016 Loan was recognized based on its fair value and the remaining amount of the proceeds was allocated to the 2016 Loan component. The 2017 Loan (as defined below) was not issued with any detachable instruments. Beneficial Conversion Features ("BCFs"): a. Upon initial recognition, the Company has considered the provisions of ASC 815-40, "Derivatives and Hedging – Contracts in Entity's Own Equity" (" ASC 815-40 ASC 470-20 The BCFs was calculated by allocating the proceeds received in financing transactions to the 2016 Loan and to any detachable freestanding financial instrument (derivative liability for future investment) included in the transaction, and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the allocated proceeds. The intrinsic value of the conversion option with respect to the 2016 Loan was recorded as a discount on the 2016 Loan with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount on the 2016 Loan was amortized as interest expense over the contractual term of the 2016 Loan (before its modification) by using the effective interest method. b. Upon initial recognition, the Company has considered the provisions of ASC 815-15, "Derivatives and Hedging - Embedded Derivatives", and determined that the embedded conversion feature of the 2017 Loan cannot be considered as clearly and closely related to the host debt instrument, However, it was determined that the embedded conversion feature should not be separated from the host instrument because the embedded conversion option, if freestanding, did not meet the definition of a derivative in accordance with the provisions of ASC 815-10, "Derivatives and Hedging" since its terms did not require or permit net settlement. Thus, it was determined that the conversion feature does not meet the characteristic of being readily convertible to cash. Furthermore, the Company applied ASC 470-20 which clarifies the accounting for instruments with BCFs or contingently adjustable conversion ratios. Pursuant to ASC 470-20-30, the amount of the BCFs with respect to the 2017 Loan was calculated at the commitment date, as the difference between the conversion price ( i.e. As such difference was determined to be greater than the amount of the entire proceeds originally received for the 2017 Loan, the amount of the discount assigned to the BCFs was limited to the amount of the entire proceeds. c. Following modifications or exchanges of convertible loans that were accounted for as an extinguishment (see below), upon each additional recognition of the convertible loans based on their modified terms, the Company applied ASC 470-20, "Debt – Debt with conversion and other options" to determine whether the conversion feature is considered beneficial to the investors. However, due to the fact that following each of the extinguishments of the convertible loans, such modified convertible loans were recognized based on their fair value as of the modification date, the conversion terms were not considered beneficial to the investors. d. Modifications or Exchanges Modifications to, or exchanges of, financial instruments such as convertible loans, are accounted for as a modification or an extinguishment, following to provisions of ASC 470-50, "Debt- Modification and Extinguishments" (" ASC 470-50 Under ASC 470-50, modifications or exchanges are generally considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. The instruments are considered "substantially different" when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the present value of the cash flows under the terms of the new debt instrument is less than 10%, the debt instruments are not considered to be substantially different, except in the following two circumstances (i) The transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) The transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. If the original and new debt instruments are considered as "substantially different", the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss under financial expense or income as applicable. If a convertible debt instrument with a beneficial conversion option that was separately accounted for in equity, is extinguished prior to its conversion or stated maturity date, a portion of the reacquisition price is allocated to the repurchase of the beneficial conversion option. The amount of the reacquisition price allocated to the beneficial conversion option is measured using the intrinsic value of that conversion option at the extinguishment date. The residual amount, if any, is allocated to the convertible debt instrument. The gain or loss on the extinguishment of the convertible debt instrument is determined based on the difference between the carrying amount and the fair value of the allocated reacquisition price. Modifications to, or exchanges of equity financial instruments such as right to future investment, are accounted for as a modification or an extinguishment in a similar manner as described above. Such an assessment is done by management either qualitatively or quantitatively based on the facts and circumstances of each transaction. Among others, management considers whether, the fair value of the financial instruments before and after the modification or exchange are substantially different. If the original and new equity instruments are considered as "substantially different", the excess fair value of the allocated reacquisition price over the fair value of the modified financial instrument before the modification, is recognized directly to retained earnings as a deemed dividend. Issuance costs of convertible loan: a. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2016 Loan (or costs allocated to such component in a package issuance) are presented as a direct deduction from the amount of the 2016 Loan and in subsequent periods such costs (together with the discount created by BCFs if applicable) expensed as financing expenses over the contractual term of the 2016 Loan by using the effective interest method. Any such costs that were allocated to the derivative component were expensed as incurred. b. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2017 Loan also discussed in Note 8 (or costs allocated to such component in a package issuance) were presented as a deferred asset since the 2017 Loan was completely discounted at the initial recognition. In subsequent periods, such expenses were amortized ratably over the original term of the 2017 Loan. Extinguishment of convertible loans: Upon the final extinguishment of the convertible loans upon their maturity, the difference between the reacquisition price which consist of the cash paid, the fair value of instruments issued (shares and warrants) and the modification of loans and cancellation of existing financial instruments) and the carrying amounts of the convertible loans being extinguished is recognized as a gain or loss in the period of extinguishment. n. Fair value of financial instruments: ASC 820, "Fair Value Measurements and Disclosures" (" ASC 820 i.e. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term bank deposits, other accounts receivable, trade payables and other accounts payable approximate their fair value due to the short-term maturities of such instruments. Fair value of the marketable equity securities is determined based on a Level 1 input. o. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2019, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. p. Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company as treasury stock, until such shares are retired and removed from the account. q. Series A Warrants and December 2019 Warrants with Down-Round Protection Commencing January 1, 2018 and following the early adoption of Accounting Standard Update (" ASU Based on its evaluation, management has determined that the Series A Warrants (as defined below) and warrants that were issued on October 2018 (the " October 2018 Warrants December 2019 Warrants In accordance with the provisions of ASU 2017-11, upon the occurrence of an event that triggers a down round protection ( i.e. Regarding a triggering event that required down-round adjustment of the exercise price of the warrants during 2019, see Note 8e. r. Basic and diluted loss per share: Basic loss per share is computed by dividing the loss for the period applicable to Ordinary Shareholders by the weighted average number of shares of Common Stock outstanding during the period. Securities that may participate in dividends with the Common Stock (such as the convertible Series A Preferred Stock) are considered in the computation of basic income (loss) per share using the two-class method. In periods of net loss, such participating securities are included in the computation, since the holders of such securities have a contractual obligation to share the losses of the Company (as the convertible Series A Preferred Stock do not have a right to receive any mandatory redemption amount and as they are entitled only to dividends on an as-converted basis together with the common shares). In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of options, warrants and rights for future investment issued or granted using the "treasury stock method" and upon the conversion of 2017 Loan and 2016 Loan using the "if-converted method", if the effect of each of such financial instruments is dilutive. For the years ended December 31, 2019 and 2018, all outstanding stock options and other convertible instruments have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. The loss and the weighted average number of shares used in computing basic and diluted net loss per share for the years ended December 31, 2019 and 2018, is as follows: Year ended 2019 2018 Numerator: Net loss $ (3,450 ) $ (3,279 ) Add: Loss attributed to preferred stock (*) 136 147 Less: Deemed dividend with respect to right for future investment $ (185 ) $ (292 ) Less: Deemed dividend due to down round adjustment (267 ) - Net loss applicable to stockholders of Common Stock $ (3,766 ) $ (3,424 ) Denominator: Shares of Common Stock used in computing basic and diluted net loss per share 10,519,682 5,649,262 Net loss per share of Common Stock, basic and diluted $ (0.36 ) $ (0.61 ) (*) During the year ended December 31, 2018 the Company issued preferred stock pursuant to the Purchase Agreement (as defined below). These preferred shares are participating securities as described in Note 12h. During the years ended December 31, 2019 and 2018 there were no other potentially dilutive instruments. Year ended December 31, 2019 2018 Number of shares: Common shares used in computing basic loss per share 10,519,682 5,649,262 Common shares used in computing diluted loss per share 10,519,682 5,649,262 Preferred Stock, options and warrants excluded from the calculations of diluted loss per share 16,931,097 10,498,954 The components of accumulated other comprehensive income (loss) which resulted from foreign currency translation adjustment as of December 31, 2019 and 2018 were as follows: Total accumulated other comprehensive income (loss) Balance at December 31, 2018 $ (73 ) Balance at December 31, 2019 $ (73 ) t. Stock-based compensation: Stock-based compensation to employees is accounted for in accordance with ASC 718, "Compensation - Stock Compensation" (" ASC 718 Stock-based compensation expense is recognized for the value of awards granted based on the accelerated method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair value of stock options granted to Wize Israel employees was estimated using the Black- Scholes option pricing model, which requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatilities of Wize Israel on a weekly basis since the marketability of Wize Israel is less than the expected option term. The expected option term represents the period that Wize Israel's stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on Wize Israel's historical experience and expectation of no future dividend payouts. Wize Israel has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. Until December 31, 2017, ASC 505-50, "Equity-Based Payments to Non-Employees" provisions were applied with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the grant date, and at the end of each accounting period between the grant date and the final measurement date. Following the adoption of ASU2018-07 all equity-classified nonemployee share-based payment awards granted during 2018 and 2019 were measured at grant-date fair value of the equity instruments that the Company is obligated to issue. u. Disclosure of new accounting standards In February 2016, the Financial Accounting Standards Board (" FASB ASU 2016-02 The Company recognized $42 of operating lease right of use assets and operating lease liabilities at January 1, 2019. As of December 31, 2019, total of right-of-use assets related to the Company's operating leases and operating lease liabilities was $22. The Company recorded an amortization of $20 in right of use assets and operating lease liabilities for the year ended December 31, 2019. The components of lease costs, lease terms and discount rate are as follows: Year Ended Operating lease costs: Office rent 22 Total operating lease cost 22 Remaining Lease Term Office rent 0.9 years Weighted Average Discount Rate Office rent 15 % Period: 2020 22 22 v. Recent Accounting Pronouncements not adopted yet ASU 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (" ASU 2016-13 On June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (" ASC Update 2016-3 The Company is in the process of evaluating the effect that ASU 2016-13 will have on the results of operations and financial statements, if any. |
Marketable Equity Securities
Marketable Equity Securities | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE EQUITY SECURITIES | NOTE 3:- MARKETABLE EQUITY SECURITIES a. The Company owns 52,249 ordinary shares of Can-Fite representing approximately 0.04% and 0.12% of Can-Fite's issued and outstanding share capital as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the investment amounts to $6. During the year ended December 31, 2019 the Company recorded a loss of $26. b. As of December 31, 2019 the Company owns 25,000 ordinary shares of Cannabics Pharmaceuticals, Inc. (" Cannabics c. In respect with Note b above, during the fourth quarter of 2019, the Company sold 2,238,944 shares through a broker at the amount of $260 (see also Note 4) which were received as of the date of Financial Statements. The Company made a payment of $1 to the broker as a deposit for the Broker's activity. During the year ended December 31, 2019 the Company recorded a loss of $501. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4:- OTHER CURRENT ASSETS December 31, 2019 2018 Prepaid expenses $ 92 $ 97 Receivables from governmental authorities 26 75 Other receivable (Note 3) 260 - Other - 8 $ 378 $ 180 |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2019 | |
License Agreement [Abstract] | |
LICENSE AGREEMENT | NOTE 5:- LICENSE AGREEMENT In May 2015, Wize Israel entered into an Exclusive Distribution and Licensing Agreement (as amended, the " License Agreement Resdevco LO2A Pursuant to the License Agreement, the minimum royalties payable by Wize Israel to Resdevco shall be $150 per year through 2021. A one-time payment to Resdevco by Wize Israel in an amount of $650 shall be due no later than the second anniversary of the receipt of Food and Drug Administration (" FDA Deferred Amount The Company has determined not to pursue currently any activities outside the USA until the Company will obtain from Resdevco satisfactory registration file including DES and at least one more indication such as CCH or Sjögren's. The Company seeks to approve a proposed regulatory strategy acceptable to the Chinese market based on the regulatory files provided. As of the date of these Financial Statements, the Company had not received FDA approval for LO2A. As of December 31, 2019, the Company has recognized a liability of $250, representing the minimum commitment to pay royalties based on the upcoming January 2020 payment in an amount of $150 and an amount of $100 which represents a termination fee payable to Resdevco if the Company exercises its right to terminate the License Agreement. As of December 31, 2019 and 2018, the current liability to pay future royalties amounts to $250 (see also Note 6). On February 28, 2019, the Company terminated the distribution agreements in the territory of Ukraine. |
License Purchase Obligation
License Purchase Obligation | 12 Months Ended |
Dec. 31, 2019 | |
License Purchase Obligation [Abstract] | |
LICENSE PURCHASE OBLIGATION | NOTE 6:- LICENSE PURCHASE OBLIGATION a. In July 2017, Wize Israel and Resdevco amended the License Agreement pursuant to which the annual royalties amount of $475 were reduced to $150 for 2018 and 2019. In addition, If Wize Israel would have obtained an FDA marketing license during 2019, the Company was also required to pay Resdevco the remainder of the payment of 2019, however, such approval was not achieved in 2019. Consequently, during the third quarter of 2017 the Company has recognized an amount of $150 as an additional liability with respect to the 2018 minimum commitment, which was paid during the third quarter of 2018. In addition, during the third quarter of 2018 and 2019, the Company has recognized an amount of $150 as a liability in respect to the 2019 and 2020, respectively, minimum commitment. Such amount was reflected as an expense under research and development expenses in 2018 and 2019 as applicable. In February 2019, the Company and Resdevco agreed 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. On May 31, 2018, The Company entered into a distribution agreement with the Chinese distributor. As a result of entering into the agreement above, the term of the Third Amendment did not expire on June 1, 2018. b. The following table details the repayment dates of the remaining Minimal Commitment on the financial liability and the balance in the consolidated Financial Statements: As of December 31, 2019 2018 Repayment dates: January 1, 2019 $ - $ 250 January 1, 2020 (see to Note 5) 250 - Remaining balance 250 250 Current liability 250 250 Non-current liability - - Total $ 250 $ 250 |
Accounts Payables
Accounts Payables | 12 Months Ended |
Dec. 31, 2019 | |
Other Accounts Payable [Abstract] | |
ACCOUNTS PAYABLES | NOTE 7:- ACCOUNTS PAYABLES December 31, 2019 2018 Employees and payroll accruals $ 87 $ 130 Accrued expenses 278 142 Trade payables 4 34 $ 369 $ 306 |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | NOTE 8:- CONVERTIBLE LOANS On March 20, 2016, Wize Israel entered into an agreement (as amended, the " 2016 Loan Agreement Rimon Gold 2016 Loan 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 of NIS 15.2592 per share (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, the aggregate principal amount of the 2016 Loan was adjusted to $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 and the 2017 Loan Amendment, Rimon Gold had the right (the " 2016 Investment Right Rimon Gold was entitled, under certain circumstances, to demand repayment of the 2016 Loan subject to certain conditions. However, as described in note 8e below the convertible loan was extinguishment in November 2019. On January 15, 2017, Wize Israel entered into the loan agreement (the " 2017 Loan Agreement Loan Agreements Ridge Fisher 2017 Lenders 2017 Loan Loans 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 Loan Amendment, the aggregate principal amount of the 2017 Loan was adjusted to $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, the 2017 Lenders had the right (the " 2017 Investment Right Investment Rights Ridge was entitled, under certain circumstances, to demand repayment of the 2017 Loan subject to certain conditions. However, as described in note 8e below, the convertible loan was extinguished on November 2019. On April 21, 2019, Ridge transferred the loan and the 2017 Investment Right to Mobigo Inc, a company wholly owned by the Company's CEO, Noam Danenberg (" Mobigo a. 2017 Loan Amendment On December 21, 2017, the Company entered into an amendment (the " 2017 Loan Amendment 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. (***) As of December 31, 2019, the remaining of Right to Future Investment amounts to $40 and $31 with respect to the 2017 Loan and 2016 Loan, respectively (see also Note 8e) 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 b. 2018 Loan Amendment In connection with the Purchase Agreement (as defined below), on October 19, 2018, the Company and Wize Israel entered into an amendment to the existing convertible loans (the " 2018 Loan Amendment Registration Rights Agreement 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 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 its related right to future investment and an aggregate amount of $3,286 was allocated to the 2017 Loan and its related 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 a loss 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. March 2019 Loan Amendment On March 4, 2019, the Company and Wize Israel entered into another amendment to convertible loan agreements (the " March 2019 Amendment The March 2019 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 in paragraph b above. According to ASC 470-50, each of the modified financial instruments were measured at fair value on the extinguishment date. Then, 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 its related right to future investment and an aggregate amount of $1,423 was allocated to the 2017 Loan and its right to future investment. The difference between the Reacquisition Price that was allocated to the Right to Future Investment amounting to $237 which was included in the 2016 Loan and its fair value as of that date amounting to $192 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 $348 which was included in the 2017 Loan and its fair value as of that date amounting to $289, 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. d. May 2019 Amendment On May 31, 2019, the Company and Wize Israel entered into an additional extension to convertible loan agreements (the " May 2019 Amendment The May 2019 Amendment was accounted for as an extinguishment on May 31, 2019. Until that date, the 2017 Loan and the 2016 Loan were being accounted for under the terms of the March 2019 Loan Amendment discussed in paragraph c above. According to ASC 470-50, each of the modified financial instruments were measured at fair value on the extinguishment date. Then, 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 $1,015 was allocated to the 2016 Loan and an aggregate amount of $1,498 was allocated to the 2017 Loan and its related right to future investment. The difference between the Reacquisition Price that was allocated to the Right to Future Investment amounting to $94 which was included in the 2016 Loan and its fair value as of that date amounting to $61 was recorded directly to additional paid-in capital (as a deemed dividend in an amount of $33). In addition, the Reacquisition Price that was allocated to the Right to Future Investment amounting to $139 which was included in the 2017 Loan and its fair value as of that date amounting to $91, was recorded directly to additional paid-in capital (as a deemed dividend in an amount of $48). 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 loss on extinguishment amounting to $926 of the 2017 Loan and 2016 Loan. e. November 2019 Amendment Effective November 29, 2019, the Company and Wize Israel entered into an amendment to convertible loan agreements (the " November 2019 Amendment Pursuant to the November 2019 Amendment, the Company repaid in cash approximately $760 of the $1,520 ($1,353 of principal and $167 accrued interest) outstanding under the loans on November 29, 2019 and Rimon Gold, Mobigo, and Fisher agreed to convert the remaining outstanding amounts of the loans at a later date. On December 13, 2019, the Company issued to Rimon Gold, Mobigo, and Fisher an aggregate of 2,816,196 shares of Common Stock upon conversion of the loans at a reduced conversion price of $0.27 per share and issued the December 2019 Warrants to purchase an aggregate of 5,632,392 shares of Common Stock at an exercise price of $0.27. The December 2019 Warrants have a term of five years and will be exercisable five days following the public announcement of positive clinical data results for LO2A. In addition, the parties agreed that effective December 13, 2019, the exercise price or conversion price of all other convertible securities (rights for future investment) previously issued to Rimon Gold, Mobigo, and Fisher in connection with the loans (the " Existing Convertible Securities New Exercise Price The difference between the aggregate reacquisition price of the loans ( i.e Management considered the provisions of ASC 815-40 and has determined that the December 2019 Warrants are considered indexed to the Company's stock and that all other relevant criteria required for equity classifications are met. Accordingly, it was determined that the December 2019 Warrants are eligible for equity classification. The below table describes the roll forward of 2017 Loan and 2016 Loan for the year ended December 31, 2019 and December 31, 2018: December 31, 2019 2018 Opening balance (including accrued interest) $ 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 ) Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – March 2019 modification (1,873 ) (1,680 ) Accrued interest on 2017 Loan and 2016 Loan 45 56 Amount allocated to 2016 Loan and 2017 Loan based on modified terms – March 2019 modification 1,767 3,204 Amortization of premium related to convertible loans following March 2019 modifications (413 ) - Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – May 2019 extension (1,353 ) - Amount allocated to 2016 Loan and 2017 Loan based on modified terms – May 2019 extension 1,556 - Amortization of premium related to convertible loans – May 2019 extension (203 ) - November 2019 repayment in cash and Common Stock (Note 8e) (1,520 ) Ending balance $ - $ 2,635 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 9:- TAXES ON INCOME a. Tax rates applicable to the Company: On December 22, 2017, the Tax Cuts and Jobs Act was enacted and made key changes to US tax law which include (i) establish a flat corporate income tax rate of 21% to replace previous rates that ranged from 15% to 35% and eliminates the corporate alternative minimum tax; (ii) create a territorial tax system rather than a worldwide system, which will generally allow companies to repatriate future foreign source earnings without incurring additional US taxes by providing a 100% exemption for the foreign source portion of dividends from certain foreign subsidiaries; (iii) subject certain foreign earnings on which US income tax is currently deferred to a one-time transition tax; (iv) create a "minimum tax" on certain foreign earnings and a new base erosion anti-abuse tax that subjects certain payments made by a US company to a related foreign company to additional taxes; (v) create an incentive for US companies to sell, lease or license goods and services abroad by effectively taxing them at a reduced rate; (vi) reduce the maximum deduction for Net Operating Loss (" NOL (vii) elimination of foreign tax credits or deductions for taxes (including withholding taxes) paid or accrued with respect to any dividend to which the new exemption applies, but foreign tax credits will continue to be allowed to offset tax on foreign income taxed to the US shareholder subject to limitations; (viii) limit the deduction for net interest expense incurred by US corporations, (ix) allow businesses to immediately write off (or expense) the cost of new investments in certain qualified depreciable assets made after September 27, 2017 (but would be phased down starting in 2023); (x) may require certain changes in tax accounting methods for revenue recognition; (xi) repeal the Section 199 domestic production deductions beginning in 2018; (xii) eliminate or reduce certain deductions, exclusions and credits, and adds other provisions that broaden the tax base. After the enactment of the Tax Act, the Securities and Exchange Commission (the " SEC The Company has calculated an estimate of the impact of the Tax Act in our year-end income tax provision in accordance with our understanding of the Tax Act and guidance available as of December 31, 2019. The provisional amount related to the re-measurement of the Company's net U.S. deferred tax asset, based on the rate at which they are now expected to reverse in the future, considered immaterial, but which was fully and equally offset by a corresponding reduction in the Company's valuation allowance. The effect of the change in federal corporate tax rate from 34% to 21% is subject to change based on resolution of estimates used in determining the amounts of deferred tax assets and liabilities that were re-measured. The change in U.S tax law had no impact on the consolidated Financial Statements. b. Tax rates applicable to Wize Israel and OcuWize: 1. Taxable income of the Subsidiary is subject to the Israeli Corporate tax rate, which was 23% in 2019 and 2018. 2. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), a reduction of the corporate tax rate in 2017 from 25% to 24%, and in 2018 and thereafter from 24% to 23%. The change in Israeli tax law had no impact on the consolidated Financial Statements. c. Net operating loss carry forward: As of December 31, 2019, the Company has NOL carry forwards for federal income tax purposes of approximately $6,233. The application of the NOL carry forwards is limited due to IRC section 382 limitation. The annual NOL carry forward (pre-merger, approximately $2,734) is limited to $10.965 per year. The balance as of December 31, 2019 of the NOL carry forwards of approximately $1,691 is available in full. As of December 31, 2019, the Company's subsidiaries, Wize Israel and OcuWize have accumulated losses for tax purposes in the amount of approximately $9,785 and $1,338 respectively, which may be carried forward and offset against taxable income in the future for an indefinite period in Israel. d. As of December 31, 2019, Wize Israel's 2011 tax assessment was considered final. OcuWize has not received final tax assessment since its inception. e. Loss before taxes on income consists of the following: December 31, 2019 2018 Domestic $ (2,218 ) $ (1,810 ) Foreign (*) (1,232 ) (1,469 ) $ (3,450 ) $ (3,279 ) (*) Relates to Wize Israel and OcuWize. f. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows: December 31, 2019 2018 Deferred tax assets: Operating loss carry forwards $ 2,974 $ 2,097 Reserves and allowances 6 6 Research and development 128 136 Net deferred tax asset before valuation allowance 3,108 2,239 Valuation allowance (3,108 ) (2,239 ) Net deferred tax asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and NOLs are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2019 and 2018. g. Below is the reconciliation between the "theoretical" income tax expense or benefit, assuming that all the income was taxed at the regular tax rate applicable to companies in Israel and the taxes recorded in the statements of comprehensive loss in the reporting year: Year ended December 31, 2019 2018 Loss before taxes on income, as reported in the statements of comprehensive loss (3,450 ) (3,279 ) Theoretical tax benefit on this loss 725 689 Expenses not deductible for tax purposes (86 ) (72 ) Increase in taxes resulting mainly from taxable losses in the reported year for which no net deferred tax assets were recognized (639 ) (617 ) Tax benefit - - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10:- COMMITMENTS AND CONTINGENCIES Agreements 1. Starting November 22, 2018, the Company rents its offices from a third party for a rental monthly fee of $2. The rent period is for a period of 12 months with an option to extend the lease period for additional 12 months. 2. For the Company's engagement in a License Agreement to market a drug and amendment to such an agreement, see also Note 5 and 6 above. 3. On June 19, 2017 (the " Effective Date Vendor The Vendor introduced Wize Israel and the Company to the Chinese Distributor (see also Note 5). During the period commencing the Effective Date and ended December 31, 2019, the Vendor has not earned any royalties, and the Company has no obligation to pay any royalties. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11:- 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 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 " Board 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, in its sole discretion. On February 22, 2018, the Company's Board approved a reverse stock split of the Company's issued and outstanding Common Stock by a ratio of 1-for-24 (the " Reverse Stock Split For accounting purposes, all share and per share amounts for Common Stock, warrants stock, options stock and loss per share amounts reflect the Reverse Stock Split for all periods presented in these Financial Statements. Any fractional shares that resulted from the Reverse Stock Split were 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 1. 144,168 PIPE Warrants were exercised into 144,168 shares of Common Stock by certain stockholder. The aggregate exercise price amounted to approximately $292 was received in cash. As of December 31, 2019, 759,871 PIPE Warrants remain outstanding. 2. Certain holders of the 2016 Investment Right and 2017 Investment Right exercised approximately $853 of their right and invested a total amount of $853 for 217,442 and 427,048 respectively, shares of Common Stock ($1.308 and $1.332 per share, respectively). As of December 31, 2019, the remaining 2016 Investment Right and 2017 Investment Rights amount to approximately $71 (see also Note 8e regarding the modification to exercise price of the Investment Rights). e. 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 $126 in 2018. f. 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 that were outstanding as of that date; and (ii) 338,945 shares of Common Stock which are issuable upon conversion of the 2016 Loan and/or the 2017 Loan. On July 12, 2018, the S-1 Registration Statement was declared effective by the SEC. g. In July 2018, the Company issued 67,778 shares of Common Stock to certain service providers in exchange for their services provided in 2018. The Company recognized an amount of $381 in its Financial Statements for year ended December 31, 2018. h. On October 22, 2018, the Company entered into a securities purchase agreement (the " Purchase Agreement The Company also issued to the investors Series A Warrants to purchase an aggregate of 4,450,000 shares of Common Stock (equal to 100% of the shares of Common Stock sold (on an as-converted basis with respect to shares of Series A Preferred Stock)) (the " Series A Warrants Series B Warrants Warrants The Series A Warrants have an exercise price of $1.10 per share, and the Series B Warrants have an exercise price of $1.00 per share. The investors under the Purchase Agreement include prior investors in the Company and a lender to the Company. The Series A Warrants have a term of 5 years from issuance, and the Series B Warrants have a term that expires 20 days following the later of (i) the public announcement of Phase II clinical data for LO2A and (ii) six months following the issuance date, provided that, for each day after the issuance date that an Equity Conditions Failure (as defined in the Series B Warrants) has occurred, the expiration date of the Series B Warrants will be extended by one day. On May 20, 2019, following the public announcement of Phase II clinical data for LO2A, the Series B Warrants expired. In the event that, during the period commencing upon execution of the Purchase Agreement, and expiring on the trading day immediately following the date that the Company has raised, beginning after the issuance date of the Warrants, at least $10,000 in gross proceeds from the issuance of the Company's securities, the Company issues or sells Common Stock (or securities convertible into or exercisable into Common Stock) at a purchase price (or conversion or exercise price, as applicable) lower than the exercise price of the Warrants, than the exercise price of the Warrants will be reduced to such lower price, subject to certain exceptions. According to the above, on December 2019, due to issuance of the December 2019 Warrants, the Series A Warrants exercise price was reduced to $0.16 due to the triggering of certain down-round anti-dilution protection or price protection features included in the warrants. The difference between the fair value of the warrants and the incremental fair value was recognized as a deemed dividend and as an increase of the loss applicable to common stockholders in an amount of $234. Pursuant to the Purchase Agreement, the Company granted to the investors thereunder, for a period of three years from the closing date of the Purchase Agreement, a right of participation of up to an aggregate of 35% in any subsequent offering of the Company, subject to certain exceptions. The Warrants are exercisable on a cashless basis in the event that, six months after the closing of the Purchase Agreement, there is not an effective registration statement for the resale of the shares underlying the Warrants. The Warrants may not be exercised to the extent such exercise would cause the holder to beneficially own more than 4.99% (or 9.99%, at the election of the investor) of the Company's outstanding Common Stock. Pursuant to the Purchase Agreement, the Company agreed that it will not, for a period commencing upon the closing of the Purchase Agreement, until the earlier of (i) 150 days following the date that all of the 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, (ii) six months after the date that a non-affiliate investor under the Purchase Agreement may first sell securities purchased thereunder under Rule 144, (iii) 120 days following the listing of the Common Stock on a Qualified Market (as defined below) and (iv) the first trading day that the weighted average price of the Common Stock exceeds $5.00 per share for 10 consecutive trading days occurring after the date that a registration statement covering the resale of all of the 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, offer or sell any Common Stock (or securities convertible into or exercisable into Common Stock), or file any registration statement, other than pursuant to the Registration Rights Agreement or on Form S-8, subject to certain exceptions. In connection with the Purchase Agreement, on October 22, 2018, the Company filed a Certificate of Designations of Series A Preferred Stock (the "Series A Certificate of Designations") with the Secretary of State of Delaware. Pursuant to the Series A Certificate of Designations, the Company designated 1,350 shares of preferred stock as Series A Preferred Stock. The Series A Preferred Stock has a stated value of $1,000 per share and is convertible into shares of Common Stock in an amount determined by dividing the stated value of $1,000 by the conversion price of $1.00, such that each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock. The Series A Preferred Stock may not be converted into Common Stock to the extent such conversion would cause the holder to beneficially own more than 4.99% (or 9.99%, at the election of the investor) of the Company's outstanding Common Stock. The Series A Preferred Stock is entitled to dividends on an as-converted basis with the Common Stock. The Series A Preferred Stock votes with the Common Stock on an as-converted basis, subject to the beneficial ownership limitation. The Series A Preferred Stock are not entitled to any redemption amount. See also Note 8 above The Company will be obligated to pay liquidated damages to the investors if the Company fails to file the resale registration statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, fails to maintain the Registration Statement and upon the occurrence of certain other events. The Company shall pay to each investor cash equal to 2% of such investor's total purchase price on the dates of each deficiency and on the 30th day after such deficiencies until such deficiencies are cured, up to a maximum of 10% of the purchase price. The Company received notice of effectiveness on the resale registration statement on December 4, 2018. The Company engaged ThinkEquity, a division of Fordham Financial Management, Inc. (" ThinkEquit Placement Agent Warrants The Placement Agent Warrants have an exercise price of $1.00 per share and have the same terms as the Series A Warrants issued to the investors under the Purchase Agreement. The Company also paid to ThinkEquity a non-accountable expense allowance of $30 and reimbursed ThinkEquity for its legal expenses in connection with the offering in the amount of $50. The Company granted to ThinkEquity a right of first refusal for a period of nine months following the closing of the offering, to act as sole financial advisor, sole investment banker, sole book-runner, and/or sole placement agent, for each and every future public and private equity and debt offering of the Company during such period, on terms and conditions customary to ThinkEquity. The Company also paid Mesodi Consultation & Investments, Ltd. (" Mesodi Mesodi Warrants In connection with the Purchase Agreement, the Company and Wize Israel entered into the 2018 Loan Amendment. Pursuant to the 2018 Loan 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 2018 Loan Amendment, the expiration date of the Investment Rights was amended to be 180 days after the Loan Agreements maturity date. The difference between the fair value of the warrants and the incremental fair value was recorded in finance expenses, refer also to Note 11h. According to the above, on December 2019, due to issuance of the December 2019 Warrants, the Placement Agent Warrants and the Mesodi Warrants, exercise price was adjusted to $0.16 due to the triggering of certain down-round anti-dilution protection or price protection features included in the warrants. The difference between the fair value of the warrants and the incremental fair value was recognized as a deemed dividend and as an increase of the loss applicable to common stockholders in an amount of $18. See also note 8e above. In accordance with ASU 2017-11, which was early applied by the Company, the Company concluded that the Series A Convertible Preferred Stock and related Warrants meet the requirements for equity classification since they are considered to be indexed to the Company's Common Stock and as they meet all other equity classification criteria described in ASC 815-40-25. i. In December 2018, the Company issued 440,000 shares of Common Stock to certain investors in exchange for conversion of 440 Preferred A stock, which was in accordance with the terms of the Purchase Agreement. j. In December 2018, the Company issued 55,000 shares of Common Stock to certain service providers in exchange for their services to be provided in 2019. The fair value of the stock issued amounts to $54 and was recognized in its Financial Statements for year ended December 31, 2019. k. On February 7, 2019, the Company entered into a joint venture agreement with Cannabics traded on the Over-The-Counter (OTC) markets in the United States. 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 and Eyal Barad (Cannabics' chief executive officer), who will serve as co-chief executive officers. On March 1, 2019, the Company's joint venture agreement with 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, which represented a holding percentage less than 5 percent of Cannabic's then outstanding share capital. The joint venture currently has no assets or liabilities and has not started conducting any of its planned operations. 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. As a result of the share issuance, the Company recorded an amount of $765 as an increase to Common Stock (at par value) and 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 remeasured in subsequent periods at fair value with changes carried to profit or loss. During the year ended December 31, 2019 the Company recognized loss of $501 due to the change in fair value from March 1, 2019 to December 31, 2019. On November 13, 2019, the Company determined to terminate all activities under the joint venture until such time as the parties jointly determine that no uncertainty remains with respect to U.S. federal enforcement of the cannabis industry. l. 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 the terms of the Purchase Agreement. m. 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 the 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 the terms of the Purchase Agreement. n. On April 23, 2019, the Company's Board appointed Mark Sieczkarek as the Company's Chairman of the Board (the " Chairman Appointment o. On July 18, 2019, the Company issued to a consultant, 6,945 shares of Common Stock in exchange for its services provided in the three months ended September 30, 2019. The Company recognized an amount of $3 in the year ended December 31, 2019. p. On August 20, 2019, the Company issued to a consultant, 45,000 shares of Common Stock in exchange for its services provided in 2019. The Company recognized an amount of $18 in the year ended December 31, 2019. q. In connection with Mr. Sieczkarek's appointment, the Company and Mr. Sieczkarek entered into a Chairman Agreement (the " Chairman Agreement RSUs Total value of the options granted is $29, which is recorded quarterly over the vesting period. The total value of the share based expense related to the RSU is $185, which is recognized ratably over the vesting period. The Company recognized $164 during the year ended December 31, 2019 as a share-based expense in connection to the RSU's and options granted. On May 14, 2019, July 1, 2019 and October 15, 2019 the Company issued 25,300, 25,300 and 25,300, respectively, shares to the Chairman pursuant to the agreement above following the vesting of certain portions of the RSUs. As a result of and in connection with the Chairman Appointment, 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. r. In April 2019, Mr. Danenberg purchased directly from Ridge all Ridge's rights under the second convertible loan agreement. s. On May 14, 2019, the Company issued to a consultant, 135,000 shares of restricted Common Stock which is due and issuable according to the following schedule: 25% as of May 1, 2019 and additional 25% every quarter following May 1, 2019. The aggregate fair value of these shares of RSUs at grant date issued was $106, and is being recognized over a period of 1 year following May 1, 2019. The Company recognized $104 during the year ended December 31, 2019 as a share-based expense in connection to the RSU's. t. On May 15, 2019, the Company granted to a consultant, 10,000 fully vested RSUs. 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 RSUs issued at grant date was $5, and was recognized during the year ended December 31, 2019. u. On May 19, 2019, the Company granted to one of its directors options exercisable into 30,000 shares of Common Stock with an exercise price of $0.58 per share. The options will vest monthly over a period of six (6) months. The Company recognized $13 of share-based compensation expense during year ended December 31, 2019. v. On December 13, 2019, the Company issued to Rimon Gold, Mobigo, and Fisher an aggregate of 2,816,196 shares of Common Stock as part of the extinguishment of the loans, see also Note 8e. w. On December 20, 2019, the Company entered into a securities purchase agreement (the "2019 Purchase Agreement") with an accredited investor. Pursuant to the 2019 Purchase Agreement, the Company agreed to sell to the investor, and the investor agreed to purchase from the Company, in a private placement, an aggregate of 2,037,037 shares of Common Stock for a purchase price of $0.27 per share, for aggregate gross proceeds under the 2019 Purchase Agreement of $550. The Company also agreed to issue to the investor the December 2019 Warrants, a five-year warrants to purchase an aggregate of 4,074,047 shares of Common Stock. The December 2019 Warrants have an exercise price of $0.27 per share and will be exercisable five days following the public announcement of positive clinical data results for LO2A. The December 2019 Warrants will be exercisable on a cashless basis in the event that, six months after issuance, there is not an effective registration statement for the resale of the shares underlying the December 2019 Warrants. Management considered the provisions of ASC 815-40, and has determined that the December 2019 Warrants are considered indexed to the Company's stock and that all other relevant criteria required for equity classification are met. Accordingly, it was determined that the December 2019 Warrants are eligible for equity classification. On December 2019, the December 2019 Warrants exercise price was reduced to $0.16 due to the triggering of certain down-round anti-dilution protection or price protection features included in the warrants. The difference between the fair value of the warrants and the incremental fair value was recognized as a deemed dividend and as an increase of the loss applicable to common stockholders in an amount of $15. x. Stock based-compensation: The 2012 Plan In 2012, the Company's Board 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 RSUs of the Company. Each Stock option granted shall be exercisable at such times and terms and conditions as the Company's Board 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 December 31, 2019, the Company has 40,474 shares of Common Stock available for future grant under the 2012 Plan. As of December 31, 2019, 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 approved the adoption of the 2018 Stock Incentive Plan (the " 2018 Plan Under the 2018 Plan, the Company may grant its employees, directors, consultants and/or contractors' stock options, shares of Common Stock, restricted stock and RSUs of the Company. The Compensation Committee of the Board 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 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 Board reserved for issuance 435,053 shares of Common Stock. On August 15, 2018, the Company amended the 2018 Plan to increase the number of shares issuable under the Plan to 2,500,000 shares of Common Stock. In addition, the Board approved to increase the number of shares issuable under the Plan on the first day of each fiscal year beginning with the 2019 fiscal year, by an amount equal to the lesser of (i) 1,000,000 shares or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. As of December 31, 2019, the Company has 967,178 shares of Common Stock available for future grant under the 2018 Plan. Through December 31, 2019, 352,072 options to directors, officers and consultants are outstanding. Grants under the 2018 Plan 1. 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 on the date of issuance. The aggregate fair value of these RSUs issued was $471, and was recognized during the three months ended June 30, 2018. 2. On April 4, 2018, the Company granted to its officers, directors and a consultant options exercisable into 229,500 shares of Common Stock with an exercise price of $3.59 per share. The options will vest quarterly over a period of 36 months. The Company recognized $154 and $295 during the year ended December 31, 2019 and 2018, respectively. 3. On August 15, 2018, the Company granted to its consultant options exercisable into 25,500 shares of Common Stock with an exercise price of $4.5 per share. The options will vest quarterly over a period of 36 months. The Company recognized $19 and $16 during the year ended December 31, 2019 and 2018, respectively. 4. Stock-based compensation: On March 31, 2019, the Company's Board approved the following: 1. To grant to each of Company's four directors 100,000 RSU's. The RSU's will vest quarterly over a period of 24 months. 2. To grant to each its officers (Company's Chief executive officer and to Company's Chief financial officer) 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 grant. The aggregate fair value of these RSUs issued was $476. The Company is recognizing this amount ratably over the vesting period of 24 months following March 31, 2019. In connections with the above, on July 25, 2019 (the initial quarterly vesting date) the Company issued 85,000 Common shares to its officers and directors. The Company recognized $337 during the year ended December 31, 2019. 5. 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 began vesting quarterly over a period of 36 months commencing April 18, 2019. The Company recognized $2 during the year ended December 31, 2019 as a share-based expense. The total value of the share based expense is $10, which is recorded quarterly over the vesting period. Since the Company has terminated its employment agreement in December 2019, as of December 31, 2019, 3,600 options are outstanding and 18,000 were forfeited. Transactions related to the grant of options to employees and directors under the 2012 Plan during the year ended December 31, 2019 and 2018, were as follows: Year Ended December 31, 2019 and 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year 4,896 $ 190.7 3.86 Granted - - - Options outstanding and exercisable at end of year 4,896 $ 190.7 2.86 Transactions related to the grant of options to employees and directors under the 2018 Plan during the year ended December 31, 2019 and 2018, were as follows: Year Ended December 31, 2019 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2018 255,000 $ 3.68 5.55 Granted 153,822 1.55 7 Forfeited (56,750 ) 2.69 Options outstanding as of December 31, 2019 352,072 $ 2.91 5.72 Options exercisable as of December 31, 2018 181,799 $ 2.75 5.72 Year Ended December 31, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 - $ - - Granted 255,000 $ 3.68 6.55 Options outstanding as of December 31, 2018 255,000 $ 3.68 6.55 Options exercisable as of December 31, 2018 38,246 $ 3.59 6.25 At December 31, 2019, there was $117 of total unrecognized compensation cost related to non-vested option grants that is expected to be recognized over a weighted-average period of 2.5 years. The intrinsic value of options outstanding and exercisable at December 31, 2019 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 expected term of stock-based grants of 7 years. |
Selected Statements of Operatio
Selected Statements of Operations Data | 12 Months Ended |
Dec. 31, 2019 | |
Selected Statements of Operations Data [Abstract] | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 12:- SELECTED STATEMENTS OF OPERATIONS DATA a. General and administrative expenses: Year ended December 31, 2019 2018 Overseas travel $ 103 $ 118 Stock-based compensation 688 783 Rent and office maintenance 49 46 Payroll and benefits 470 518 Professional services and consultation 953 1,187 Taxes and tolls 24 16 Director salary and insurance 183 191 Others 208 77 $ 2,678 $ 2,936 b. Financial income (expense), net: Year ended December 31, 2019 2018 Financial income: Exchange rate gains, net 15 4 Amortization of premium related to convertible loans $ 1,257 2,149 Total finance income 1,272 2,153 Financial expenses: Accrued interest on convertible loans (45 ) (56 ) Loss on marketable equity securities (527 ) (33 ) Bank commissions and exchange rates (3 ) (4 ) Loss from extinguishment of convertible loans (Note 8c, 8d, 8e) (977 ) (1,709 ) Total financial expenses (1,552 ) (1,802 ) Total financial income (expense), net $ (280 ) $ 351 |
Related Parties Balances and Tr
Related Parties Balances and Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 13:- RELATED PARTIES BALANCES AND TRANSACTIONS a. Balances with interested and related parties: December 31, 2019 2018 Other receivables $ 52 $ - Accounts payable $ 104 $ 97 Convertible Loans $ - $ 2,590 b. Transactions with interested and related parties: Year ended December 31, 2019 2018 Amounts charged to: General and administrative expenses $ 1,140 $ 1,209 Finance expenses, net (income) $ (625) $ (306 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14:- SUBSEQUENT EVENTS 1. On January 9, 2020, the Company entered into the Bonus Agreements and the Series B Purchase Agreement (as such terms are defined below), whereby, subject to the closing of both transactions, (i) the Company will sell 37% of future revenues (if any) from its LO2A Proceeds to Bonus, an Israeli company whose ordinary shares are traded on the Tel Aviv Stock Exchange (" TASE The Bonus/LO2A Transaction On January 9, 2020, the Company entered into (i) an exchange agreement (the " Bonus Exchange Agreement Bonus Purchase Agreement Bonus Agreements Pursuant to the Bonus Agreements, the Company agreed to grant Bonus, in consideration for the issuance of 62,370,000 ordinary shares of Bonus (the " LO2A Shares In addition, pursuant to the Bonus Purchase Agreement, the Company agreed to purchase 51,282,000 ordinary shares of Bonus (the " PIPE Shares Bonus Shares Bonus Escrow Account Nasdaq Listing The Bonus Agreements contain customary covenants, representations and warranties of the parties thereto, including, among others, (i) a covenant by the Company to use its reasonable commercial efforts to commercialize the LO2A technology or otherwise generate the LO2A Proceeds; (ii) a covenant by Bonus to issue additional shares to the Company upon certain events, including if Bonus conducts a private placement of its ordinary shares during the nine-month period following the closing at a price per share that is below NIS 0.30 per share; (iii) a covenant by Bonus to use its reasonable commercial efforts to conduct the Nasdaq Listing as soon as practicable, and in any event within 180 days following the closing (the " Initial Deadline According to the Bonus Agreements, the total number of Bonus Shares issuable to the Company (including the shares to be released at the Milestone Closing) is computed as the number of ordinary shares of Bonus equal to the quotient obtained by dividing (A) $16,400 expressed in NIS (based on the exchange rate between NIS and the dollar as of January 8, 2020) by (B) NIS 0.50. As of January 9, 2020, such total number of Bonus Shares represents (on a post-issuance basis) approximately 12% of the outstanding share capital of Bonus. The fair value of Bonus Ordinary shares based on a quote of the share price at the date of the agreement was $0.12 per share. The closing of the transactions contemplated by the Bonus Agreements is subject to several customary conditions, including (i) approval of the TASE to list the Bonus Shares, and (ii) the execution by Bonus and the Company of a Registration Rights Agreement (the " Bonus Registration Rights Agreement Resale Registration Statement The Bonus Agreements may be terminated under certain circumstances, including if (i) the closing thereof is not consummated on or before 5:00 p.m., Israel time, within 30 days following the signing date thereof, or (ii) the Company shall have not provided evidence to Bonus that it has received $7,400 on or before 5:00 p.m., Israel time, on January 20, 2020. After several mutual agreements between the Company and Bonus for extension of such date, the transaction was completed on February 19, 2020. The Series B Investment In order to finance the transactions contemplated by the Bonus Purchase Agreement, on January 9, 2020, the Company entered into a Securities Purchase Agreement (the " Series B Purchase Agreement Pursuant to the Series B Purchase Agreement, the Company agreed to sell to the investors, and the investors agreed to purchase from the Company, in a private placement, an aggregate of 7,500 shares of newly created Series B Non-Voting Redeemable Preferred Stock, par value $0.001 per share, of the Company (" Series B Preferred Stock The Series B Purchase Agreement contains customary covenants, representations and warranties of the parties thereto, including, among others, (i) a covenant by the investors not to transfer the Series B Preferred Stock without the approval of the Company; (ii) a covenant by the Company, for as long as any Series B Preferred Stock remain outstanding, not to sell any Bonus Shares for a price per share equal to less than NIS 0.40 (the " Price Restriction In connection with the Series B Purchase Agreement, the Company agreed to file, at the closing, a Certificate of Designations of Series B Non-Voting Redeemable Preferred Stock with the Secretary of State of Delaware (the " Series B Certificate of Designations Redemption Payment |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of estimates in preparation of Financial Statements | a. Use of estimates in preparation of Financial Statements: The preparation of consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated Financial Statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated Financial Statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the consolidated Financial Statements, the most significant estimates and assumptions relate to the going concern assumptions, determining the fair value of embedded and freestanding financial instruments related to convertible loans and rights to future investment as part of modification or the settlement of the convertible loans and the determination of whether modification of terms of financial instruments is considered substantial. |
Principles of consolidation | b. Principles of consolidation: The consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation. |
Functional currency | c. Functional currency: The Company aims to direct its main operations in the United States market. In addition, the convertible loans were denominated in U.S. dollars. Similarly, the Company issued warrants eligible for exercise for the Company's shares of Common Stock at an exercise price denominated in U.S. dollars and during January 2020 the Company completed the issuance of 7,500 Series B Non-Voting Redeemable Preferred Stock for a purchase price of $1 per share. Also, the management believes the Company will raise funds through private investment rounds and / or from issuance of equity in dollar amounts by approaching the market in the United States. As a result, it was determined that the U.S dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional currency of the Company is the U.S. dollar. The Company maintains its books and records in local currency, which is NIS. Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the consolidated statement of comprehensive loss, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses as applicable. The following table presents data regarding the dollar exchange rate of relevant currencies: As of December 31, % of change 2019 2018 2019 2018 USD 1 = NIS 3.456 3.748 (7.8 ) 8.1 |
Cash and cash equivalents | d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. For presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling the reported period total amounts. December 31 2019 Cash and cash equivalents $ 718 Restricted bank deposit 41 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 759 There were no restricted cash amounts as of December 31, 2018. |
Restricted bank deposit | e. Restricted bank deposit: Restricted bank deposit is a deposit with maturities of more than three months and up to one year. The restricted bank deposit was presented at its cost, including accrued interest and represents cash which is used as collateral for Wize Israel's credit card used for certain corporate business expenses. |
Marketable equity securities | f. Marketable equity securities: The Company's investment in marketable equity securities which is based on equity securities with readily determinable fair values was classified as financial instruments at fair value with any changes in fair value recognized periodically in net income. |
Property and equipment, net | g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and electronic equipment 33 Furniture and office equipment 10 |
Impairment of long-lived assets | h. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (" ASC |
Research and development expenses | i. Research and development expenses: Research and development expenses are charged to the statement of comprehensive loss as incurred. In-Process Research and Development assets, acquired in an asset acquisition ( i.e. |
Severance pay | j. Severance pay: Wize Israel has two employee as of December 31, 2019 and 2018. Wize Israel's liability for severance pay is subject to Section 14 of Israel's the Severance Compensation Act, 1963 (" Section 14 The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. Severance expenses for the years ended December 31, 2019 and 2018 amounted to $17 and $10, respectively. |
Income taxes | k. Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. As of December 31, 2019 and 2018, no liability for unrecognized tax positions has been recognized. |
Concentrations of credit risk | l. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities and restricted bank deposits. Cash and cash equivalents and restricted bank deposits are invested in major banks in Israel. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Convertible loans | m. Convertible loans: Allocation of proceeds: The proceeds received upon the original issuance of the 2016 Loan (as defined below) together with a freestanding derivative financial instrument (derivative liability for right to future investment) were allocated to the financial instruments issued based on the residual value method. The detachable derivative financial instrument related to the 2016 Loan was recognized based on its fair value and the remaining amount of the proceeds was allocated to the 2016 Loan component. The 2017 Loan (as defined below) was not issued with any detachable instruments. Beneficial Conversion Features ("BCFs"): a. Upon initial recognition, the Company has considered the provisions of ASC 815-40, "Derivatives and Hedging – Contracts in Entity's Own Equity" (" ASC 815-40 ASC 470-20 The BCFs was calculated by allocating the proceeds received in financing transactions to the 2016 Loan and to any detachable freestanding financial instrument (derivative liability for future investment) included in the transaction, and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the allocated proceeds. The intrinsic value of the conversion option with respect to the 2016 Loan was recorded as a discount on the 2016 Loan with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount on the 2016 Loan was amortized as interest expense over the contractual term of the 2016 Loan (before its modification) by using the effective interest method. b. Upon initial recognition, the Company has considered the provisions of ASC 815-15, "Derivatives and Hedging - Embedded Derivatives", and determined that the embedded conversion feature of the 2017 Loan cannot be considered as clearly and closely related to the host debt instrument, However, it was determined that the embedded conversion feature should not be separated from the host instrument because the embedded conversion option, if freestanding, did not meet the definition of a derivative in accordance with the provisions of ASC 815-10, "Derivatives and Hedging" since its terms did not require or permit net settlement. Thus, it was determined that the conversion feature does not meet the characteristic of being readily convertible to cash. Furthermore, the Company applied ASC 470-20 which clarifies the accounting for instruments with BCFs or contingently adjustable conversion ratios. Pursuant to ASC 470-20-30, the amount of the BCFs with respect to the 2017 Loan was calculated at the commitment date, as the difference between the conversion price ( i.e. As such difference was determined to be greater than the amount of the entire proceeds originally received for the 2017 Loan, the amount of the discount assigned to the BCFs was limited to the amount of the entire proceeds. c. Following modifications or exchanges of convertible loans that were accounted for as an extinguishment (see below), upon each additional recognition of the convertible loans based on their modified terms, the Company applied ASC 470-20, "Debt – Debt with conversion and other options" to determine whether the conversion feature is considered beneficial to the investors. However, due to the fact that following each of the extinguishments of the convertible loans, such modified convertible loans were recognized based on their fair value as of the modification date, the conversion terms were not considered beneficial to the investors. d. Modifications or Exchanges Modifications to, or exchanges of, financial instruments such as convertible loans, are accounted for as a modification or an extinguishment, following to provisions of ASC 470-50, "Debt- Modification and Extinguishments" (" ASC 470-50 Under ASC 470-50, modifications or exchanges are generally considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. The instruments are considered "substantially different" when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the present value of the cash flows under the terms of the new debt instrument is less than 10%, the debt instruments are not considered to be substantially different, except in the following two circumstances (i) The transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) The transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. If the original and new debt instruments are considered as "substantially different", the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss under financial expense or income as applicable. If a convertible debt instrument with a beneficial conversion option that was separately accounted for in equity, is extinguished prior to its conversion or stated maturity date, a portion of the reacquisition price is allocated to the repurchase of the beneficial conversion option. The amount of the reacquisition price allocated to the beneficial conversion option is measured using the intrinsic value of that conversion option at the extinguishment date. The residual amount, if any, is allocated to the convertible debt instrument. The gain or loss on the extinguishment of the convertible debt instrument is determined based on the difference between the carrying amount and the fair value of the allocated reacquisition price. Modifications to, or exchanges of equity financial instruments such as right to future investment, are accounted for as a modification or an extinguishment in a similar manner as described above. Such an assessment is done by management either qualitatively or quantitatively based on the facts and circumstances of each transaction. Among others, management considers whether, the fair value of the financial instruments before and after the modification or exchange are substantially different. If the original and new equity instruments are considered as "substantially different", the excess fair value of the allocated reacquisition price over the fair value of the modified financial instrument before the modification, is recognized directly to retained earnings as a deemed dividend. Issuance costs of convertible loan: a. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2016 Loan (or costs allocated to such component in a package issuance) are presented as a direct deduction from the amount of the 2016 Loan and in subsequent periods such costs (together with the discount created by BCFs if applicable) expensed as financing expenses over the contractual term of the 2016 Loan by using the effective interest method. Any such costs that were allocated to the derivative component were expensed as incurred. b. Upon initial recognition, costs incurred in respect of obtaining financing through issuance of the 2017 Loan also discussed in Note 8 (or costs allocated to such component in a package issuance) were presented as a deferred asset since the 2017 Loan was completely discounted at the initial recognition. In subsequent periods, such expenses were amortized ratably over the original term of the 2017 Loan. Extinguishment of convertible loans: Upon the final extinguishment of the convertible loans upon their maturity, the difference between the reacquisition price which consist of the cash paid, the fair value of instruments issued (shares and warrants) and the modification of loans and cancellation of existing financial instruments) and the carrying amounts of the convertible loans being extinguished is recognized as a gain or loss in the period of extinguishment. |
Fair value of financial instruments | n. Fair value of financial instruments: ASC 820, "Fair Value Measurements and Disclosures" (" ASC 820 i.e. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, short-term bank deposits, other accounts receivable, trade payables and other accounts payable approximate their fair value due to the short-term maturities of such instruments. Fair value of the marketable equity securities is determined based on a Level 1 input. |
Legal and other contingencies | o. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2019, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Treasury shares | p. Treasury shares: Shares held by the Company are presented as a reduction of equity, at their cost to the Company as treasury stock, until such shares are retired and removed from the account. |
Series A Warrants and December 2019 Warrants with Down-Round Protection | q. Series A Warrants and December 2019 Warrants with Down-Round Protection Commencing January 1, 2018 and following the early adoption of Accounting Standard Update (" ASU Based on its evaluation, management has determined that the Series A Warrants (as defined below) and warrants that were issued on October 2018 (the " October 2018 Warrants December 2019 Warrants In accordance with the provisions of ASU 2017-11, upon the occurrence of an event that triggers a down round protection ( i.e. Regarding a triggering event that required down-round adjustment of the exercise price of the warrants during 2019, see Note 8e. |
Basic and diluted loss per share | r. Basic and diluted loss per share: Basic loss per share is computed by dividing the loss for the period applicable to Ordinary Shareholders by the weighted average number of shares of Common Stock outstanding during the period. Securities that may participate in dividends with the Common Stock (such as the convertible Series A Preferred Stock) are considered in the computation of basic income (loss) per share using the two-class method. In periods of net loss, such participating securities are included in the computation, since the holders of such securities have a contractual obligation to share the losses of the Company (as the convertible Series A Preferred Stock do not have a right to receive any mandatory redemption amount and as they are entitled only to dividends on an as-converted basis together with the common shares). In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of options, warrants and rights for future investment issued or granted using the "treasury stock method" and upon the conversion of 2017 Loan and 2016 Loan using the "if-converted method", if the effect of each of such financial instruments is dilutive. For the years ended December 31, 2019 and 2018, all outstanding stock options and other convertible instruments have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. The loss and the weighted average number of shares used in computing basic and diluted net loss per share for the years ended December 31, 2019 and 2018, is as follows: Year ended 2019 2018 Numerator: Net loss $ (3,450 ) $ (3,279 ) Add: Loss attributed to preferred stock (*) 136 147 Less: Deemed dividend with respect to right for future investment $ (185 ) $ (292 ) Less: Deemed dividend due to down round adjustment (267 ) - Net loss applicable to stockholders of Common Stock $ (3,766 ) $ (3,424 ) Denominator: Shares of Common Stock used in computing basic and diluted net loss per share 10,519,682 5,649,262 Net loss per share of Common Stock, basic and diluted $ (0.36 ) $ (0.61 ) (*) During the year ended December 31, 2018 the Company issued preferred stock pursuant to the Purchase Agreement (as defined below). These preferred shares are participating securities as described in Note 12h. During the years ended December 31, 2019 and 2018 there were no other potentially dilutive instruments. Year ended December 31, 2019 2018 Number of shares: Common shares used in computing basic loss per share 10,519,682 5,649,262 Common shares used in computing diluted loss per share 10,519,682 5,649,262 Preferred Stock, options and warrants excluded from the calculations of diluted loss per share 16,931,097 10,498,954 The components of accumulated other comprehensive income (loss) which resulted from foreign currency translation adjustment as of December 31, 2019 and 2018 were as follows: Total accumulated other comprehensive income (loss) Balance at December 31, 2018 $ (73 ) Balance at December 31, 2019 $ (73 ) |
Stock-based compensation | t. Stock-based compensation: Stock-based compensation to employees is accounted for in accordance with ASC 718, "Compensation - Stock Compensation" (" ASC 718 Stock-based compensation expense is recognized for the value of awards granted based on the accelerated method over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair value of stock options granted to Wize Israel employees was estimated using the Black- Scholes option pricing model, which requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatilities of Wize Israel on a weekly basis since the marketability of Wize Israel is less than the expected option term. The expected option term represents the period that Wize Israel's stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on Wize Israel's historical experience and expectation of no future dividend payouts. Wize Israel has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. Until December 31, 2017, ASC 505-50, "Equity-Based Payments to Non-Employees" provisions were applied with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the grant date, and at the end of each accounting period between the grant date and the final measurement date. Following the adoption of ASU2018-07 all equity-classified nonemployee share-based payment awards granted during 2018 and 2019 were measured at grant-date fair value of the equity instruments that the Company is obligated to issue. |
Disclosure of new accounting standards | u. Disclosure of new accounting standards In February 2016, the Financial Accounting Standards Board (" FASB ASU 2016-02 The Company recognized $42 of operating lease right of use assets and operating lease liabilities at January 1, 2019. As of December 31, 2019, total of right-of-use assets related to the Company's operating leases and operating lease liabilities was $22. The Company recorded an amortization of $20 in right of use assets and operating lease liabilities for the year ended December 31, 2019. The components of lease costs, lease terms and discount rate are as follows: Year Ended Operating lease costs: Office rent 22 Total operating lease cost 22 Remaining Lease Term Office rent 0.9 years Weighted Average Discount Rate Office rent 15 % Period: 2020 22 22 |
Recent Accounting Pronouncements not adopted yet | v. Recent Accounting Pronouncements not adopted yet ASU 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (" ASU 2016-13 On June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (" ASC Update 2016-3 The Company is in the process of evaluating the effect that ASU 2016-13 will have on the results of operations and financial statements, if any. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of exchange rate of relevant currencies | As of December 31, % of change 2019 2018 2019 2018 USD 1 = NIS 3.456 3.748 (7.8 ) 8.1 |
Schedule of cash and cash equivalents | December 31 2019 Cash and cash equivalents $ 718 Restricted bank deposit 41 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 759 |
Schedule of estimated useful lives of the assets | % Computers and electronic equipment 33 Furniture and office equipment 10 |
Schedule of basic and diluted net loss per share | Year ended 2019 2018 Numerator: Net loss $ (3,450 ) $ (3,279 ) Add: Loss attributed to preferred stock (*) 136 147 Less: Deemed dividend with respect to right for future investment $ (185 ) $ (292 ) Less: Deemed dividend due to down round adjustment (267 ) - Net loss applicable to stockholders of Common Stock $ (3,766 ) $ (3,424 ) Denominator: Shares of Common Stock used in computing basic and diluted net loss per share 10,519,682 5,649,262 Net loss per share of Common Stock, basic and diluted $ (0.36 ) $ (0.61 ) (*) During the year ended December 31, 2018 the Company issued preferred stock pursuant to the Purchase Agreement (as defined below). These preferred shares are participating securities as described in Note 12h. During the years ended December 31, 2019 and 2018 there were no other potentially dilutive instruments. Year ended December 31, 2019 2018 Number of shares: Common shares used in computing basic loss per share 10,519,682 5,649,262 Common shares used in computing diluted loss per share 10,519,682 5,649,262 Preferred Stock, options and warrants excluded from the calculations of diluted loss per share 16,931,097 10,498,954 Total accumulated other comprehensive income (loss) Balance at December 31, 2018 $ (73 ) Balance at December 31, 2019 $ (73 ) |
Schedule of lease costs, lease terms and discount rate | Year Ended Operating lease costs: Office rent 22 Total operating lease cost 22 Remaining Lease Term Office rent 0.9 years Weighted Average Discount Rate Office rent 15 % Period: 2020 22 22 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of other current assets | December 31, 2019 2018 Prepaid expenses $ 92 $ 97 Receivables from governmental authorities 26 75 Other receivable (Note 3) 260 - Other - 8 $ 378 $ 180 |
License Purchase Obligation (Ta
License Purchase Obligation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
License Purchase Obligation [Abstract] | |
Schedule of repayment dates of the remaining minimal commitment on the financial liability | As of December 31, 2019 2018 Repayment dates: January 1, 2019 $ - $ 250 January 1, 2020 (see to Note 5) 250 - Remaining balance 250 250 Current liability 250 250 Non-current liability - - Total $ 250 $ 250 |
Accounts Payables (Tables)
Accounts Payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Accounts Payable [Abstract] | |
Schedule of other accounts payable | December 31, 2019 2018 Employees and payroll accruals $ 87 $ 130 Accrued expenses 278 142 Trade payables 4 34 $ 369 $ 306 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 12 Months Ended |
Dec. 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. (***) As of December 31, 2019, the remaining of Right to Future Investment amounts to $40 and $31 with respect to the 2017 Loan and 2016 Loan, respectively (see also Note 8e) |
Schedule of roll forward of 2017 loan and 2016 loan | December 31, 2019 2018 Opening balance (including accrued interest) $ 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 ) Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – March 2019 modification (1,873 ) (1,680 ) Accrued interest on 2017 Loan and 2016 Loan 45 56 Amount allocated to 2016 Loan and 2017 Loan based on modified terms – March 2019 modification 1,767 3,204 Amortization of premium related to convertible loans following March 2019 modifications (413 ) - Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – May 2019 extension (1,353 ) - Amount allocated to 2016 Loan and 2017 Loan based on modified terms – May 2019 extension 1,556 - Amortization of premium related to convertible loans – May 2019 extension (203 ) - November 2019 repayment in cash and Common Stock (Note 8e) (1,520 ) Ending balance $ - $ 2,635 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before taxes on income | December 31, 2019 2018 Domestic $ (2,218 ) $ (1,810 ) Foreign (*) (1,232 ) (1,469 ) $ (3,450 ) $ (3,279 ) (*) Relates to Wize Israel and OcuWize. |
Schedule of deferred income taxes | December 31, 2019 2018 Deferred tax assets: Operating loss carry forwards $ 2,974 $ 2,097 Reserves and allowances 6 6 Research and development 128 136 Net deferred tax asset before valuation allowance 3,108 2,239 Valuation allowance (3,108 ) (2,239 ) Net deferred tax asset $ - $ - |
Schedule of income tax expense or benefit | Year ended December 31, 2019 2018 Loss before taxes on income, as reported in the statements of comprehensive loss (3,450 ) (3,279 ) Theoretical tax benefit on this loss 725 689 Expenses not deductible for tax purposes (86 ) (72 ) Increase in taxes resulting mainly from taxable losses in the reported year for which no net deferred tax assets were recognized (639 ) (617 ) Tax benefit - - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
2018 Plan [Member] | |
Schedule of grant of options to employees and directors | Year Ended December 31, 2019 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2018 255,000 $ 3.68 5.55 Granted 153,822 1.55 7 Forfeited (56,750 ) 2.69 Options outstanding as of December 31, 2019 352,072 $ 2.91 5.72 Options exercisable as of December 31, 2018 181,799 $ 2.75 5.72 Year Ended December 31, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 - $ - - Granted 255,000 $ 3.68 6.55 Options outstanding as of December 31, 2018 255,000 $ 3.68 6.55 Options exercisable as of December 31, 2018 38,246 $ 3.59 6.25 |
2012 Plan [Member] | |
Schedule of grant of options to employees and directors | Year Ended December 31, 2019 and 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding at beginning of year 4,896 $ 190.7 3.86 Granted - - - Options outstanding and exercisable at end of year 4,896 $ 190.7 2.86 |
Selected Statements of Operat_2
Selected Statements of Operations Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Selected Statements of Operations Data [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31, 2019 2018 Overseas travel $ 103 $ 118 Stock-based compensation 688 783 Rent and office maintenance 49 46 Payroll and benefits 470 518 Professional services and consultation 953 1,187 Taxes and tolls 24 16 Director salary and insurance 183 191 Others 208 77 $ 2,678 $ 2,936 |
Schedule of financing expenses net | Year ended December 31, 2019 2018 Financial income: Exchange rate gains, net 15 4 Amortization of premium related to convertible loans $ 1,257 2,149 Total finance income 1,272 2,153 Financial expenses: Accrued interest on convertible loans (45 ) (56 ) Loss on marketable equity securities (527 ) (33 ) Bank commissions and exchange rates (3 ) (4 ) Loss from extinguishment of convertible loans (Note 8c, 8d, 8e) (977 ) (1,709 ) Total financial expenses (1,552 ) (1,802 ) Total financial income (expense), net $ (280 ) $ 351 |
Related Parties Balances and _2
Related Parties Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of interested and related parties | December 31, 2019 2018 Other receivables $ 52 $ - Accounts payable $ 104 $ 97 Convertible Loans $ - $ 2,590 |
Schedule of transactions with interested and related parties | Year ended December 31, 2019 2018 Amounts charged to: General and administrative expenses $ 1,140 $ 1,209 Finance expenses, net (income) $ (625) $ (306 ) |
General (Details)
General (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
General (Textual) | ||
Accumulated deficit | $ (33,899) | $ (29,997) |
Percentage of business acquistion | 37.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - ₪ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Currencies | ₪ 3.456 | ₪ 3.748 |
Currencies percentage | (7.80%) | 8.10% |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 718 | $ 3,183 | $ 215 |
Restricted bank deposit | 41 | 12 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 759 | $ 3,183 | $ 227 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 02) | Dec. 31, 2019 |
Computers and electronic equipment [Member] | |
Estimated useful lives | 33.00% |
Furniture and office equipment [Member] | |
Estimated useful lives | 10.00% |
Significant Accounting Polici_7
Significant Accounting Policies (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Numerator: | |||
Net loss | $ (3,450) | $ (3,279) | |
Add: Loss attributed to preferred stock | [1] | 136 | 147 |
Less: Deemed dividend with respect to right for future investment | (185) | (292) | |
Less: Deemed dividend due to down round adjustment | (267) | ||
Net loss applicable to stockholders of Common Stock | $ (3,766) | $ (3,424) | |
Denominator: | |||
Shares of Common Stock used in computing basic and diluted net loss per share | 10,519,682 | 5,649,262 | |
Net loss per share of Common Stock, basic and diluted | $ (0.36) | $ (0.61) | |
[1] | During the year ended December 31, 2018 the Company issued preferred stock pursuant to the Purchase Agreement (as defined below). These preferred shares are participating securities as described in Note 12h. During the years ended December 31, 2019 and 2018 there were no other potentially dilutive instruments. |
Significant Accounting Polici_8
Significant Accounting Policies (Details 4) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares: | ||
Common shares used in computing basic loss per share | 10,519,682 | 5,649,262 |
Common shares used in computing diluted loss per share | 10,519,682 | 5,649,262 |
Preferred Stock, options and warrants excluded from the calculations of diluted loss per share | 16,931,097 | 10,498,954 |
Significant Accounting Polici_9
Significant Accounting Policies (Details 5) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Total accumulated other comprehensive income (loss) | $ (73) | $ (73) |
Significant Accounting Polic_10
Significant Accounting Policies (Details 6) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating lease costs: | |
Office rent | $ 22 |
Total operating lease cost | $ 22 |
Office rent | 10 months 25 days |
Office rent | 15.00% |
Period: | |
2020 | $ 22 |
Total | $ 22 |
Significant Accounting Polic_11
Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2020 | |
Significant Accounting Policies (Textual) | |||
Operating lease right of use assets and operating lease liabilities | $ 42 | ||
Operating lease right of use assets | $ 22 | ||
Percentage of deposits | 8.33% | ||
Severance expense | $ 17 | $ 10 | |
Income tax benefit, description | The tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. | ||
Amortization of right use assets and operating lease liabilities | $ 20 | ||
Subsequent Event [Member] | |||
Significant Accounting Policies (Textual) | |||
Aggregate purchase | 7,500 | ||
Purchase price per share | $ 1 |
Marketable Equity Securities (D
Marketable Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Marketable Equity Securities (Textual) | ||
Ordinary shares investment holding | 52,249 | |
Percentage of issued and outstanding share capital | 0.04% | 0.12% |
Marketable Investment Amount | $ 6 | |
Marketable Securities Loss | $ 26 | |
Marketable Equity, Description | The Company sold 2,238,944 shares through a broker at the amount of $260 (see also Note 4) which were received as of the date of Financial Statements. The Company made a payment of $1 to the broker as a deposit for the Broker’s activity. During the year ended December 31, 2019 the Company recorded a loss of $501. | |
Cannabics [Member] | ||
Marketable Equity Securities (Textual) | ||
Ordinary shares investment holding | 25,000 | |
Minimum percentage of issued and outstanding share capital | Less than 1% | |
Marketable Investment Amount | $ 3 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 92 | $ 97 |
Receivables from governmental authorities | 26 | 75 |
Other receivable (Note 3) | 260 | |
Other | 8 | |
Other current assets | $ 378 | $ 180 |
License Agreement (Details)
License Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
License Agreement (Textual) | ||||
Percentage of discount rate | 10.00% | |||
Payments for future royalties amounts | $ 150 | $ 250 | $ 250 | |
Deferred Costs | $ 650 | |||
License Agreement, Description | A one-time payment to Resdevco by Wize Israel in an amount of $650 shall be due no later than the second anniversary of the receipt of Food and Drug Administration ("FDA") approval (the "Deferred Amount"); however, following FDA approval, if annual royalties due to Resdevco by Wize Israel exceed the Minimum Royalties (as defined in the License Agreement), an amount equal to 50% of such excess shall be added towards settlement of the Deferred Amount. As to royalty payments, Resdevco shall be entitled to the greater of $0.60 per unit sold, or a percentage of revenues, not to exceed 10%, from sales made in the United States and other countries, excluding Israel, China and Ukraine, but not less than the Minimum Royalties. | |||
Recognized liability | $ 250 | |||
Forecast [Member] | ||||
License Agreement (Textual) | ||||
License Agreement, Description | Representing the minimum commitment to pay royalties based on the upcoming January 2020 payment in an amount of $150 and an amount of $100 which represents a termination fee payable to Resdevco if the Company exercises its right to terminate the License Agreement. |
License Purchase Obligation (De
License Purchase Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Repayment dates: | ||
January 1, 2019 | $ 250 | |
January 1, 2020 | 250 | |
Remaining balance | 250 | 250 |
Current liability | 250 | 250 |
Non-current liability | ||
Total | $ 250 | $ 250 |
License Purchase Obligation (_2
License Purchase Obligation (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Jul. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
License Purchase Obligation (Textual) | ||||
Reduced annual royalties description | In February 2019, the Company and Resdevco agreed 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. | |||
License Agreement [Member] | ||||
License Purchase Obligation (Textual) | ||||
Licensing fees and royalties | $ 150 | $ 150 | $ 150 | |
Reduced annual royalties description | Wize Israel and Resdevco amended the License Agreement pursuant to which the annual royalties amount of $475 were reduced to $150 for 2018 and 2019. In addition, If Wize Israel would have obtained an FDA marketing license during 2019, the Company was also required to pay Resdevco the remainder of the payment of 2019, however, such approval was not achieved in 2019. Consequently, during the third quarter of 2017 the Company has recognized an amount of $150 as an additional liability with respect to the 2018 minimum commitment, which was paid during the third quarter of 2018. In addition, during the third quarter of 2018 the Company has recognized an amount of $150 as a liability in respect to the 2019 minimum commitment. |
Accounts Payables (Details)
Accounts Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Accounts Payable [Abstract] | ||
Employees and payroll accruals | $ 87 | $ 130 |
Accrued expenses | 278 | 142 |
Trade payables | 4 | 34 |
Total other accounts payable | $ 369 | $ 306 |
Convertible Loans (Details)
Convertible Loans (Details) - 2017 loan amendment [Member] $ / shares in Units, $ in Thousands | Dec. 31, 2019USD ($)$ / 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 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 $411 for each of the three 2017 Lenders. |
Convertible Loans (Details 1)
Convertible Loans (Details 1) - 2017 Loan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Roll forward of 2017 Loan and 2016 Loan | ||
Opening balance (including accrued interest) | $ 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) |
Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – March 2019 modification | (1,873) | (1,680) |
Accrued interest on 2017 Loan and 2016 Loan | 45 | 56 |
Amount allocated to 2016 Loan and 2017 Loan based on modified terms – March 2019 modification | 1,767 | 3,204 |
Amortization of premium related to convertible loans following March 2019 modifications | (413) | |
Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – May 2019 extension | (1,353) | |
Amount allocated to 2016 Loan and 2017 Loan based on modified terms – May 2019 extension | 1,556 | |
Amortization of premium related to convertible loans - May 2019 extension | (203) | |
November 2019 repayment in cash and Common Stock (Note 8e) | (1,520) | |
Ending balance | $ 2,635 |
Convertible Loans (Details Text
Convertible Loans (Details Textual) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands | Dec. 13, 2019$ / shares | Dec. 21, 2017USD ($) | Jan. 15, 2017USD ($)$ / shares | Mar. 20, 2016USD ($)$ / shares | Mar. 20, 2016ILS (₪) | Nov. 29, 2019USD ($) | May 31, 2019USD ($) | Mar. 04, 2019USD ($) | Oct. 19, 2018 | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Jan. 15, 2017ILS (₪)₪ / shares | Mar. 20, 2016ILS (₪)₪ / shares |
Convertible Loans (Textual) | |||||||||||||
Principal amount | $ 2,590 | ||||||||||||
Loan amendment, description | Pursuant to the May 2019 Amendment, the maturity date under the (i) 2016 Loan Agreement, and (ii) 2017 Loan Agreement was extended to November 30, 2019 from May 31, 2019 (as previously described under the March 2019 Amendment). | Pursuant to the 2018 Loan 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 dated October 22, 2018 (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 Series A Warrants, are registered for resale for investors who are not a party to the 2018 Loan 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 2018 Loan Amendment, the expiration date of the Investment Rights 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 | $ (977) | (1,709) | |||||||||||
Repayment of convertible loan | 760 | ||||||||||||
Warrant [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Converted instrument, amount | 1,619 | ||||||||||||
Loss on extinguishment of loan | $ 99 | ||||||||||||
New exercise price | $ / shares | $ 0.16 | ||||||||||||
Warrants term | 5 years | ||||||||||||
Lenders [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Principal amount | $ 274 | ||||||||||||
Right future investment | 411 | ||||||||||||
2017 Loan [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Principal amount | $ 2,985 | ||||||||||||
Right future investment | $ 139 | $ 348 | 1,336 | ||||||||||
Loan amendment, description | As a result, an aggregate amount of $1,015 was allocated to the 2016 Loan and an aggregate amount of $1,498 was allocated to the 2017 Loan and its related right to future investment. | ||||||||||||
Aggregate amount of loan | 1,423 | 3,286 | |||||||||||
Fair value | $ 91 | 289 | 1,154 | ||||||||||
Deemed dividend | 48 | 59 | 182 | ||||||||||
Loss on extinguishment of loan | 926 | 48 | 1,709 | ||||||||||
Repayment in cash and common stock | 1,520 | ||||||||||||
Accrued interest on loan | $ 45 | $ 56 | |||||||||||
2017 Loan [Member] | 2017 loan amendment [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Conversion price | $ / shares | $ 1.1112 | ||||||||||||
Right future investment | $ 40 | ||||||||||||
2017 Loan [Member] | Lenders [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Principal amount | $ 822 | ||||||||||||
Interest rate | 120.00% | 120.00% | |||||||||||
Converted instrument, amount | $ 1,000 | ||||||||||||
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] | Lenders [Member] | NIS [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Conversion price | ₪ / shares | ₪ 24 | ||||||||||||
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 (as defined in the 2017 merger agreement) from NIS 20.4 (approximately $6.00) to NIS 5.04 (approximately $1.44) and based on the 2017 Loan Amendment, from NIS 5.04 to $1.308 (subject to adjustments in case of stock splits or similar events). | The Exchange Ratio (as defined in the 2017 merger agreement) from NIS 20.4 (approximately $6.00) to NIS 5.04 (approximately $1.44) and based on the 2017 Loan Amendment, from NIS 5.04 to $1.308 (subject to adjustments in case of stock splits or similar events). | |||||||||||
2017 Loan [Member] | Rimon Gold And Fisher [Member] | NIS [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Principal amount | ₪ | ₪ 1,000 | ||||||||||||
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 | ||||||||||||
2016 Loan [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Principal amount | $ 2,104 | ||||||||||||
Right future investment | $ 94 | 237 | 874 | ||||||||||
Loan amendment, description | As a result, an aggregate amount of $1,015 was allocated to the 2016 Loan and an aggregate amount of $1,498 was allocated to the 2017 Loan and its related right to future investment. | ||||||||||||
Aggregate amount of loan | 986 | 2,314 | |||||||||||
Fair value | $ 61 | 192 | 764 | ||||||||||
Deemed dividend | 33 | 45 | 110 | ||||||||||
Loss on extinguishment of loan | $ 926 | $ 48 | $ 1,709 | ||||||||||
2016 Loan [Member] | 2017 loan amendment [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Conversion price | $ / shares | $ 0.9768 | ||||||||||||
Right future investment | $ 31 | ||||||||||||
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] | Rimon Gold [Member] | NIS [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Converted instrument, amount | ₪ | ₪ 1,000 | ||||||||||||
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 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) | |||||||||||||
Principal amount | $ 1,353 | ||||||||||||
Conversion price | $ / shares | $ 0.27 | ||||||||||||
Converted debt, description | The Company issued to Rimon Gold, Mobigo, and Fisher an aggregate of 2,816,196 shares of Common Stock upon conversion of the loans at a reduced conversion price of $0.27 per share and issued warrants to purchase an aggregate of 5,632,392 shares of Common Stock at an exercise price of $0.27 (the "December 2019 Warrants"). | ||||||||||||
Loan amendment, description | The parties also agreed that the 2019 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. | ||||||||||||
Repayment in cash and common stock | 1,520 | ||||||||||||
Repayment of convertible loan | 760 | ||||||||||||
Accrued interest on loan | $ 167 | ||||||||||||
2016 Loan Amendment [Member] | |||||||||||||
Convertible Loans (Textual) | |||||||||||||
Loan amendment, description | The parties also agreed that the expiration date of Rimon Gold's, Mr. Danenberg's and Fisher's remaining 2016 Investment Rights (as of that date) under the 2016 Loan Agreement to invest up to $512.8, in the aggregate, at $1.308 per share, and Rimon Gold's, Mr. Danenberg's and Fisher's remaining 2017 Investment Rights (as of that date) under the 2017 Loan Agreement to invest up to $663.4, in the aggregate, at $1.332 per share, be extended from November 30, 2019 to May 31, 2021. As consideration for extending the maturity date of the loans, the Company issued to Rimon Gold, Mr. Danenberg, and Fisher two-year warrants to purchase an aggregate of 868,034 shares of Common Stock at a fixed price of $1.10 per share. |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Tax Disclosure [Abstract] | |||
Domestic | $ 2,218 | $ (1,810) | |
Foreign | [1] | (1,232) | (1,469) |
Loss before taxes | $ (3,450) | $ (3,279) | |
[1] | Relates to Wize Israel and OcuWize. |
Taxes on Income (Details 1)
Taxes on Income (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Operating loss carry forwards | $ 2,974 | $ 2,097 |
Reserves and allowances | 6 | 6 |
Research and development | 128 | 136 |
Net deferred tax asset before valuation allowance | 3,108 | 2,239 |
Valuation allowance | (3,108) | (2,239) |
Net deferred tax asset |
Taxes on Income (Details 2)
Taxes on Income (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Loss before taxes on income, as reported in the statements of comprehensive loss | $ (3,450) | $ (3,279) |
Theoretical tax benefit on this loss | 725 | 689 |
Expenses not deductible for tax purposes | (86) | (72) |
Increase in taxes resulting mainly from taxable losses in the reported year for which no net deferred tax assets were recognized | (639) | (617) |
Tax benefit |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Taxes on Income (Textual) | ||||
Percentage of income tax, description | (i) establish a flat corporate income tax rate of 21% to replace previous rates that ranged from 15% to 35% and eliminates the corporate alternative minimum tax; (ii) create a territorial tax system rather than a worldwide system, which will generally allow companies to repatriate future foreign source earnings without incurring additional US taxes by providing a 100% exemption for the foreign source portion of dividends from certain foreign subsidiaries; (iii) subject certain foreign earnings on which US income tax is currently deferred to a one-time transition tax; (iv) create a "minimum tax" on certain foreign earnings and a new base erosion anti-abuse tax (BEAT) that subjects certain payments made by a US company to a related foreign company to additional taxes; (v) create an incentive for US companies to sell, lease or license goods and services abroad by effectively taxing them at a reduced rate; (vi) reduce the maximum deduction for Net Operating Loss (NOL) carryforwards arising in tax years beginning after 2017 to a percentage of the taxpayer's taxable income, allows any NOLs generated in tax years beginning after December 31, 2017 to be carried forward indefinitely and generally repeals carrybacks; (vii) elimination of foreign tax credits or deductions for taxes (including withholding taxes) paid or accrued with respect to any dividend to which the new exemption applies, but foreign tax credits will continue to be allowed to offset tax on foreign income taxed to the US shareholder subject to limitations; (viii) limit the deduction for net interest expense incurred by US corporations, (ix) allow businesses to immediately write off (or expense) the cost of new investments in certain qualified depreciable assets made after September 27, 2017 (but would be phased down starting in 2023); (x) may require certain changes in tax accounting methods for revenue recognition; (xi) repeal the Section 199 domestic production deductions beginning in 2018; (xii) eliminate or reduce certain deductions, exclusions and credits, and adds other provisions that broaden the tax base. | |||
Corporate and deferred tax, description | The provisional amount related to the re-measurement of the Company's net U.S. deferred tax asset, based on the rate at which they are now expected to reverse in the future, considered immaterial, but which was fully and equally offset by a corresponding reduction in the Company's valuation allowance. The effect of the change in federal corporate tax rate from 34% to 21% is subject to change based on resolution of estimates used in determining the amounts of deferred tax assets and liabilities that were re-measured. | |||
Net operating loss carryforwards for federal income tax | $ 6,233 | |||
Tax credit carryforward, description | The annual net operating loss carry forward (pre merger, approximately $2,734) is limited to $10.965 per year. | |||
Operating loss carryforwards, limitations on use | Net operating loss carry forwards of approximately $1,691 is available in full | |||
Accumulated losses for tax | $ (73) | $ (73) | ||
Ocuwize [Member] | ||||
Taxes on Income (Textual) | ||||
Accumulated losses for tax | 9,785 | |||
Wize Israel [Member] | ||||
Taxes on Income (Textual) | ||||
Accumulated losses for tax | $ 1,338 | |||
ISRAEL | ||||
Taxes on Income (Textual) | ||||
Corporate tax rate | 23.00% | 23.00% | ||
ISRAEL | Maximum [Member] | ||||
Taxes on Income (Textual) | ||||
Corporate tax rate | 24.00% | 25.00% | ||
ISRAEL | Minimum [Member] | ||||
Taxes on Income (Textual) | ||||
Corporate tax rate | 23.00% | 24.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Nov. 22, 2018 | Jun. 19, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent agreement, description | The Company rents its offices from a third party for a rental monthly fee of $2. The rent period is for a period of 12 months with an option to extend the lease period for additional 12 months. | |
Finder’s fee agreement, description | The service provider will be entitled to the finder fee of 5% even if the agreement will be terminated. | |
Percentage of royalty rate | 5.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - 2012 Plan [Member] | 12 Months Ended | |
Dec. 31, 2019$ / shares₪ / sharesshares | Dec. 31, 2018$ / shares₪ / sharesshares | |
Number of options | ||
Options outstanding at beginning of year | 4,896 | 4,896 |
Granted | ||
Options outstanding and exercisable at end of year | 4,896 | 4,896 |
Weighted average exercise price | ||
Options outstanding at beginning of year | $ / shares | $ 190.7 | $ 190.7 |
Granted | ₪ / shares | ||
Options outstanding and exercisable at end of year | $ / shares | $ 190.7 | $ 190.7 |
Weighted average remaining contractual life | ||
Options outstanding at beginning of year | 3 years 10 months 10 days | 3 years 10 months 10 days |
Options outstanding and exercisable at end of year | 2 years 10 months 10 days | 2 years 10 months 10 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - 2018 Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of options | ||
Number of options, Beginning balance | 255,000 | |
Number of options, Granted | 153,822 | 255,000 |
Number of options, Forfeited | (56,750) | |
Number of options, Ending balance | 352,072 | 255,000 |
Number of options, Options exercisable | 181,799 | 38,246 |
Weighted average exercise price | ||
Weighted average exercise price, Beginning balance | $ 3.68 | |
Weighted average exercise price, Granted | 1.55 | 3.68 |
Weighted average exercise price, Forfeited | 2.69 | |
Weighted average exercise price, Ending balance | 2.91 | 3.68 |
Weighted average exercise price, Options exercisable | $ 2.75 | $ 3.59 |
Weighted average remaining contractual life | ||
Weighted average remaining contractual life, Options outstanding | 5 years 6 months 18 days | |
Weighted average remaining contractual life, Granted | 7 years | 6 years 6 months 18 days |
Weighted average remaining contractual life, Options outstanding | 5 years 8 months 19 days | 6 years 6 months 18 days |
Weighted average remaining contractual life, Options exercisable | 5 years 8 months 19 days | 6 years 2 months 30 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) $ / shares in Units, $ in Thousands | Dec. 13, 2019shares | Jul. 18, 2019USD ($)shares | May 19, 2019 | May 15, 2019 | May 14, 2019shares | May 07, 2019shares | Apr. 04, 2018 | Dec. 11, 2017 | Dec. 20, 2019 | Aug. 20, 2019USD ($)shares | Apr. 29, 2019shares | Apr. 18, 2019 | Mar. 31, 2019shares | Mar. 31, 2019 | Mar. 31, 2019shares | Mar. 02, 2019 | Oct. 22, 2018$ / shares | Oct. 22, 2018USD ($)$ / sharesshares | Jul. 31, 2018USD ($)shares | Jun. 30, 2018USD ($) | Apr. 30, 2018USD ($) | Feb. 22, 2018 | Feb. 19, 2018 | Aug. 15, 2018 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares₪ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019₪ / shares | Oct. 15, 2019shares | Aug. 15, 2019shares | Jul. 31, 2019shares | Mar. 01, 2019USD ($) | Mar. 01, 2019₪ / shares | Feb. 28, 2018shares |
Warrants remain outstanding | 788,658 | |||||||||||||||||||||||||||||||||
Aggregate exercise price of warrants | $ | $ 1,145 | |||||||||||||||||||||||||||||||||
Common stock shares issued | 15,873,128 | 15,873,128 | 8,957,550 | |||||||||||||||||||||||||||||||
Issued shares of common stock | 336,000 | 336,000 | 60,000 | |||||||||||||||||||||||||||||||
Future investment exercised | $ | $ 71 | $ 71 | ||||||||||||||||||||||||||||||||
Common stock value issued for services | $ | $ 3 | $ 18 | $ 54 | |||||||||||||||||||||||||||||||
Common stock shares issued for services | 337 | 6,945 | 45,000 | 55,000 | ||||||||||||||||||||||||||||||
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 that were outstanding as of that date; and (ii) 338,945 shares of Common Stock which are issuable upon conversion of the 2016 Loan and/or the 2017 Loan. On July 12, 2018, the S-1 Registration Statement was declared effective by the SEC. | |||||||||||||||||||||||||||||||||
Purchase agreement, description | The Company entered into a securities purchase agreement (the "2019 Purchase Agreement") with an accredited investor. Pursuant to the 2019 Purchase Agreement, the Company agreed to sell to the investor, and the investor agreed to purchase from the Company, in a private placement, an aggregate of 2,037,037 shares of Common Stock for a purchase price of $0.27 per share, for aggregate gross proceeds under the 2019 Purchase Agreement of $550. The Company also agreed to issue to the investor the December 2019 Warrants, a five-year warrants to purchase an aggregate of 4,074,047 shares of Common Stock. The December 2019 Warrants have an exercise price of $0.27 per share and will be exercisable five days following the public announcement of positive clinical data results for LO2A. | The Company granted to the investors thereunder, for a period of three years from the closing date of the Purchase Agreement, a right of participation of up to an aggregate of 35% in any subsequent offering of the Company, subject to certain exceptions. | ||||||||||||||||||||||||||||||||
Warrant term, description | The Series A Warrants have a term of 5 years from issuance, and the Series B Warrants have a term that expires 20 days following the later of (i) the public announcement of Phase II clinical data for LO2A and (ii) six months following the issuance date, provided that, for each day after the issuance date that an Equity Conditions Failure (as defined in the Series B Warrants) has occurred, the expiration date of the Series B Warrants will be extended by one day. | |||||||||||||||||||||||||||||||||
Unrecognized compensation cost | $ | $ 117 | $ 117 | ||||||||||||||||||||||||||||||||
Trading activities, description | During the period commencing upon execution of the Purchase Agreement, and expiring on the trading day immediately following the date that the Company has raised, beginning after the issuance date of the Warrants, at least $10,000 in gross proceeds from the issuance of the Company's securities, the Company issues or sells Common Stock (or securities convertible into or exercisable into Common Stock) at a purchase price (or conversion or exercise price, as applicable) lower than the exercise price of the Warrants, than the exercise price of the Warrants will be reduced to such lower price, subject to certain exceptions. | |||||||||||||||||||||||||||||||||
Warrant exercise price | ₪ / shares | $ 0.16 | |||||||||||||||||||||||||||||||||
Finance expense | $ | $ 252 | |||||||||||||||||||||||||||||||||
Placement ageny agreement, description | The Company paid ThinkEquity a fee equal to 8% of the gross proceeds, excluding proceeds received from certain investors for its services as placement agent, and issued to ThinkEquity or its designees warrants to purchase 267,000 shares of Common Stock (equal to 6% of the shares of Common Stock sold (on an as-converted basis with respect to shares of Series A Preferred Stock)) (the "Placement Agent Warrants"). | |||||||||||||||||||||||||||||||||
Placement agent warrants, description | The Placement Agent Warrants have an exercise price of $1.00 per share and have the same terms as the Series A Warrants issued to the investors under the Purchase Agreement. The Company also paid to ThinkEquity a non-accountable expense allowance of $30 and reimbursed ThinkEquity for its legal expenses in connection with the offering in the amount of $50. The Company granted to ThinkEquity a right of first refusal for a period of nine months following the closing of the offering, to act as sole financial advisor, sole investment banker, sole book-runner, and/or sole placement agent, for each and every future public and private equity and debt offering of the Company during such period, on terms and conditions customary to ThinkEquity. The Company also paid Mesodi Consultation & Investments, Ltd. ("Mesodi") a fee of $89 and issued to Mesodi warrants (the "Mesodi Warrants") to purchase 89,000 shares of Common Stock. The Mesodi Warrants have the same terms as the Warrants issued to the investors, in connection with the Purchase Agreement. | |||||||||||||||||||||||||||||||||
Joint venture agreement, description | 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, which represented a holding percentage less than 5 percent of Cannabic's then outstanding share capital. The joint venture currently has no assets or liabilities and has not started conducting any of its planned operations. | |||||||||||||||||||||||||||||||||
Common stock par value | (per share) | $ 0.001 | $ 0.001 | $ 0.001 | ₪ 765 | ||||||||||||||||||||||||||||||
Additional paid in capital | $ | $ 34,491 | $ 34,491 | $ 30,272 | $ 765 | ||||||||||||||||||||||||||||||
Change in fair value | $ | 565 | 565 | ||||||||||||||||||||||||||||||||
Chairman appointment 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 ("RSUs") 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. | |||||||||||||||||||||||||||||||||
Stock options granted during the vesting period | $ | $ 29 | |||||||||||||||||||||||||||||||||
Share-based expense related to RSU's | $ | $ 185 | $ 164 | ||||||||||||||||||||||||||||||||
Stock issuance to consultant related, description | The Company granted to its consultant options exercisable into 25,500 shares of Common Stock with an exercise price of $4.5 per share. The options will vest quarterly over a period of 36 months. The Company recognized $16 during the year ended December 31, 2018. | |||||||||||||||||||||||||||||||||
Company stock grants to its employee related, description | 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 began vesting quarterly over a period of 36 months commencing April 18, 2019. The Company recognized $2 during the year ended December 31, 2019 as a share-based expense. The total value of the share based expense is $10, which is recorded quarterly over the vesting period. Since the Company has terminated its employment agreement in December 2019, as of December 31, 2019, 3,600 options are outstanding and 18,000 were forfeited. | |||||||||||||||||||||||||||||||||
Vest options exercisable, term | 2 years 6 months | |||||||||||||||||||||||||||||||||
Contractual term of stock-based grants, description | The Company and five representative companies and expected term of stock-based grants of 7 years. | |||||||||||||||||||||||||||||||||
Common stockholders amount | $ | $ 765 | |||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Issued shares of common stock | 900,000 | |||||||||||||||||||||||||||||||||
Company stock grants to its employee related, description | The Company granted to its officers, directors and a consultant options exercisable into 229,500 shares of Common Stock with an exercise price of $3.59 per share. The Company recognized $154 and $295 during the year ended December 31, 2019 and 2018, respectively. | |||||||||||||||||||||||||||||||||
Common stockholders amount | $ | $ 1 | |||||||||||||||||||||||||||||||||
2012 Plan [Member | ||||||||||||||||||||||||||||||||||
Future investment exercised, shares | 4,896 | 4,896 | ||||||||||||||||||||||||||||||||
Common Stock available for future grant | 40,474 | 40,474 | ||||||||||||||||||||||||||||||||
Shares issued | 4,896 | 4,896 | ||||||||||||||||||||||||||||||||
2018 Plan [Member | ||||||||||||||||||||||||||||||||||
Common stock shares issued | 435,053 | 435,053 | 2,500,000 | |||||||||||||||||||||||||||||||
Common Stock available for future grant | 967,178 | 967,178 | ||||||||||||||||||||||||||||||||
Description of investments | (i) 1,000,000 shares or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. | |||||||||||||||||||||||||||||||||
Stock outstanding related, description | Through December 31, 2019, 352,072 options to directors, officers and consultants are outstanding. | |||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||
Future investment exercised, shares | 25,300 | 25,300 | 25,300 | |||||||||||||||||||||||||||||||
Share-based expense related to RSU's | $ | $ 104 | |||||||||||||||||||||||||||||||||
Shares issued | 25,300 | 25,300 | 25,300 | |||||||||||||||||||||||||||||||
Stock issuance to consultant related, description | The Company granted to a consultant, 10,000 fully vested RSUs. 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 RSUs issued at grant date was $5, and was recognized during the year ended December 31, 2019. | The Company issued to a consultant, 135,000 shares of restricted Common Stock which is due and issuable according to the following schedule: 25% as of May 1, 2019 and additional 25% every quarter following May 1, 2019. The aggregate fair value of these shares of RSUs at grant date issued was $106, and is being recognized over a period of 1 year following May 1, 2019. | ||||||||||||||||||||||||||||||||
Company stock grants to its employee related, description | 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 on the date of issuance. The aggregate fair value of these RSUs issued was $471, and was recognized during the three months ended June 30, 2018. | 1. To grant to each of Company's four directors 100,000 RSU's. The RSU's will vest quarterly over a period of 24 months. 2. To grant to each its officers (Company's Chief executive officer and to Company's Chief financial officer) 140,000 RSU's. The RSU's will vest quarterly over a period of 24 months. | ||||||||||||||||||||||||||||||||
Beneficial Owner [Member] | ||||||||||||||||||||||||||||||||||
Ownership, percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||
Ownership, percentage | 9.99% | 9.99% | ||||||||||||||||||||||||||||||||
Liquidated damages to investors, description | The Company shall pay to each investor cash equal to 2% of such investor's total purchase price on the dates of each deficiency and on the 30th day after such deficiencies until such deficiencies are cured, up to a maximum of 10% of the purchase price. | |||||||||||||||||||||||||||||||||
Mesodi [Member] | ||||||||||||||||||||||||||||||||||
Warrant exercise price | ₪ / shares | $ 0.16 | |||||||||||||||||||||||||||||||||
Common stockholders amount | $ | $ 18 | |||||||||||||||||||||||||||||||||
Rimon Gold And Fisher [Member] | ||||||||||||||||||||||||||||||||||
Common stock shares issued | 2,816,196 | 2,816,196 | ||||||||||||||||||||||||||||||||
Stock issuance to consultant related, description | the Company granted to one of its directors options exercisable into 30,000 shares of Common Stock with an exercise price of $0.58 per share. The options will vest monthly over a period of six (6) months. The Company recognized $13 of share-based compensation expense during year ended December 31, 2019. | |||||||||||||||||||||||||||||||||
Preferred Class A [Member] | ||||||||||||||||||||||||||||||||||
Converted instrument shares | 336 | 336 | 60 | |||||||||||||||||||||||||||||||
Common stock value issued for services | $ | $ 440 | |||||||||||||||||||||||||||||||||
Common stock shares issued for services | 440,000 | |||||||||||||||||||||||||||||||||
Purchase agreement, description | (i) 150 days following the date that all of the 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, (ii) six months after the date that a non-affiliate investor under the Purchase Agreement may first sell securities purchased thereunder under Rule 144, (iii) 120 days following the listing of the Common Stock on a Qualified Market (as defined below) and (iv) the first trading day that the weighted average price of the Common Stock exceeds $5.00 per share for 10 consecutive trading days. | |||||||||||||||||||||||||||||||||
Series A Certificate of Designations [Member] | ||||||||||||||||||||||||||||||||||
Converted instrument shares | 1,000 | |||||||||||||||||||||||||||||||||
Preferred stock, dsignated | 1,350 | |||||||||||||||||||||||||||||||||
Preferred stock designated stock | $ | $ 1,000 | |||||||||||||||||||||||||||||||||
Shares of common stock, dividing | $ | $ 1,000 | |||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||
Series A Certificate of Designations [Member] | Beneficial Owner [Member] | ||||||||||||||||||||||||||||||||||
Ownership, percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||
Series A Certificate of Designations [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||
Ownership, percentage | 9.99% | 9.99% | ||||||||||||||||||||||||||||||||
Private Placement [Member] | Preferred Class A [Member] | ||||||||||||||||||||||||||||||||||
Purchase agreement, description | (i) 3,100,000 shares of Common Stock, for a purchase price of $1.00 per share, and (ii) 1,350 shares of newly created Series A Preferred Stock (each convertible into 1,000 shares of Common Stock), for a purchase price of $1,000 per share, for aggregate gross proceeds under the Purchase Agreement of $4,450. The Company also issued to the investors Series A Warrants to purchase an aggregate of 4,450,000 shares of Common Stock (equal to 100% of the shares of Common Stock sold (on an as-converted basis with respect to shares of Series A Preferred Stock)) (the "Series A Warrants"), and Series B Warrants (the "Series B Warrants", and together with the Series A Warrants, the "Warrants"), to purchase an aggregate of 4,450,000 shares of Common Stock (equal to 100% of the shares of Common Stock sold (on an as-converted basis with respect to shares of Series A Preferred Stock)). The Series A Warrants have an exercise price of $1.10 per share, and the Series B Warrants have an exercise price of $1.00 per share | |||||||||||||||||||||||||||||||||
Two Service Providers [Member] | ||||||||||||||||||||||||||||||||||
Common stock value issued for services | $ | $ 67,778 | $ 24,306 | $ 24,306 | |||||||||||||||||||||||||||||||
Common stock shares issued for services | 381 | 126 | ||||||||||||||||||||||||||||||||
2016 Investment Right [Member] | ||||||||||||||||||||||||||||||||||
Future investment exercised | $ | $ 853 | $ 853 | ||||||||||||||||||||||||||||||||
Future investment exercised, shares | 217,442 | 217,442 | ||||||||||||||||||||||||||||||||
Shares of common stock, per share | ₪ / shares | ₪ 1.308 | |||||||||||||||||||||||||||||||||
Shares issued | 217,442 | 217,442 | ||||||||||||||||||||||||||||||||
2017 Investment Right [Member] | ||||||||||||||||||||||||||||||||||
Future investment exercised | $ | $ 853 | $ 853 | ||||||||||||||||||||||||||||||||
Future investment exercised, shares | 427,048 | 427,048 | ||||||||||||||||||||||||||||||||
Shares of common stock, per share | ₪ / shares | ₪ 1.332 | |||||||||||||||||||||||||||||||||
Shares issued | 427,048 | 427,048 | ||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Aggregate exercise price of warrants | $ | $ 292 | $ 292 | ||||||||||||||||||||||||||||||||
Common stock shares issued | 759,871 | 759,871 | ||||||||||||||||||||||||||||||||
Issued shares of common stock | 144,168 | |||||||||||||||||||||||||||||||||
Warrants exercised shares of common stock | 144,168 | |||||||||||||||||||||||||||||||||
Common stockholders amount | $ | $ 15 | |||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||
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 “Board”) 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 approved a reverse stock split of the Company’s issued and outstanding Common Stock by a ratio of 1-for-24 (the “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. |
Selected Statements of Operat_3
Selected Statements of Operations Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | $ 2,678 | $ 2,936 |
Overseas Travel [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 103 | 118 |
Share Based Payment [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 688 | 783 |
Rent And Office Maintenance [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 49 | 46 |
Payroll And Benefits [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 470 | 518 |
Professional Services And Consultation [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 953 | 1,187 |
Taxes And Tolls [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 24 | 16 |
Director Salary And Insurance [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 183 | 191 |
Other Expenses [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | $ 208 | $ 77 |
Selected Statements of Operat_4
Selected Statements of Operations Data (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Financial income: | ||
Exchange rate gains, net | $ 15 | $ 4 |
Amortization of premium related to convertible loans | (1,257) | (2,149) |
Total finance income | 1,272 | 2,153 |
Financial expenses: | ||
Accrued interest on convertible loans | 45 | 56 |
Loss on marketable equity securities | (527) | (33) |
Bank commissions and exchange rates | (3) | (4) |
Loss from extinguishment of convertible loans (Note 8c,8d,8e) | (977) | (1,709) |
Total financial expenses | (1,552) | (1,802) |
Total financial income (expense), net | $ (280) | $ 351 |
Related Parties Balances and _3
Related Parties Balances and Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balances with interested and related parties: | ||
Other receivables | $ 52 | |
Accounts payable | $ 104 | 97 |
Convertible Loans | $ 2,590 |
Related Parties Balances and _4
Related Parties Balances and Transactions (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amounts charged to: | ||
General and administrative expenses | $ 1,140 | $ 1,209 |
Finance expenses, net (income) | $ (625) | $ (306) |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Jan. 09, 2020USD ($)shares | Jan. 20, 2020USD ($) | Jan. 31, 2020shares | Jan. 09, 2020₪ / shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Subsequent Events (Textual) | ||||||
Preferred stock A, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Preferred stock A, shares issued | 178 | 910 | ||||
Subsequent Event [Member] | ||||||
Subsequent Events (Textual) | ||||||
Bonus Agreements, description | (i) the Company will sell 37% of future revenues (if any) from its LO2A Proceeds to Bonus, an Israeli company whose ordinary shares are traded on the Tel Aviv Stock Exchange ("TASE"), and invest cash amount of $7,400 in Bonus and (ii) in consideration therefor, Bonus will issue to Wize new ordinary shares of Bonus in a number equal to $16,400 divided by a purchase price per share of NIS 0.50. | |||||
Ordinary shares of Bonus | 62,370,000 | |||||
Total proceeds payable | 37.00% | |||||
Ownership, percentage | 12.00% | |||||
Aggregate purchase price | $ | $ 7,400 | |||||
Expressed bonus amount | $ | $ 7,400 | |||||
Bonus price, per share | ₪ / shares | ₪ 0.50 | |||||
Aggregate shares | 7,500 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Events (Textual) | ||||||
Expressed bonus amount | $ | $ 164 | |||||
Subsequent Event [Member] | Series B Non-Voting Redeemable Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Bonus Agreements, description | (i) $500 will be paid to the Bonus Escrow Account and $100 will be paid to the Company to cover certain of its transactions expenses, in each case, promptly following the execution of the Series B Purchase Agreement, and (ii) the remaining $6,900 will be released to the Bonus Escrow Account upon the closing of the transactions contemplated by the Series B Purchase Agreement (of which, as described above, $3,200 shall be released upon the earlier of the Milestone Closing or upon written consent of the holders of at least a majority of the Series B Preferred Stock). | |||||
Aggregate shares | 7,500 | |||||
Preferred stock A, par value | ₪ / shares | 0.001 | |||||
Subsequent Event [Member] | Series B Certificate of Designations [Member] | ||||||
Subsequent Events (Textual) | ||||||
Bonus Agreements, description | (i) 80% of the proceeds received by the Company through future sales of the Bonus Shares issued to the Company under the Bonus Agreements and (ii) 80% of any cash dividends received by the Company on such Bonus Shares. | |||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Bonus Agreements, description | (i) 80% of the Bonus Shares then held by the Company and (ii) 80% of all dividends received by the Company but not yet paid to holders of the Series B Preferred Stock (the "Redemption Payment"). | |||||
Preferred stock A, shares issued | 7,500 | |||||
Subsequent Event [Member] | NIS [Member] | ||||||
Subsequent Events (Textual) | ||||||
Expressed bonus amount | $ | $ 16,400 | |||||
Bonus price, per share | ₪ / shares | 0.40 | |||||
Subsequent Event [Member] | Wize Israel [Member] | ||||||
Subsequent Events (Textual) | ||||||
Total proceeds payable | 37.00% | |||||
Subsequent Event [Member] | Bonus Purchase Agreement [Member] | ||||||
Subsequent Events (Textual) | ||||||
Bonus Agreements, description | (i) $500 will be paid to Bonus as an advance (the "Advance") promptly following execution of the Bonus Purchase Agreement, (ii) $3,200 will be released to Bonus concurrently with the closing of the transactions contemplated by the Bonus Agreements in exchange for 50% of the PIPE Shares (the "Initial PIPE Shares") and (iii) $3,700 will be released to Bonus upon the Milestone Closing (as defined in the Bonus Purchase Agreement), in exchange for the remaining 50% of the PIPE Shares (the "Milestone Shares") that will be issued by Bonus and deposited into the escrow at the closing. | |||||
Ordinary shares of Bonus | 51,282,000 | |||||
Ownership, percentage | 50.00% | |||||
Bonus price, per share | ₪ / shares | ₪ 0.12 |