Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
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-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 000-52545 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock, Shares Outstanding | 16,296,791 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 98 | $ 718 | |
Restricted deposit | 3,700 | ||
Restricted bank deposit | 26 | 41 | |
Marketable equity securities | 9,764 | 10 | |
Other current assets | 211 | 378 | |
Total current assets | 13,799 | 1,147 | |
NON-CURRENT ASSETS: | |||
Property and equipment, net | 7 | 7 | |
Operating lease right of use assets | 10 | 22 | |
Total non-current assets | 17 | 29 | |
TOTAL ASSETS | 13,816 | 1,176 | |
CURRENT LIABILITIES: | |||
Account payables | 608 | 369 | |
Operating lease obligation - current | 10 | 22 | |
Current portion of license purchase obligation | 100 | 250 | |
Mandatorily redeemable Series B Non-Voting Redeemable Preferred Stock | 11,510 | ||
Total current liabilities | 12,228 | 641 | |
NON CURRENT LIABILITIES: | |||
Contingent obligation with respect to future revenues | 5,059 | ||
Total non current liabilities | 5,059 | ||
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS' EQUITY (DEFICIT): | |||
Common Stock, with $0.001 par value per share - 500,000,000 shares authorized at June 30, 2020 and December 31, 2019; 16,198,991 and 15,873,128 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 16 | 16 | |
Additional paid-in capital | 34,655 | 34,491 | |
Accumulated other comprehensive loss | (73) | (73) | |
Accumulated deficit | (38,069) | (33,899) | |
Total shareholders' equity (deficit) | (3,471) | 535 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 13,816 | 1,176 | |
Series A Preferred Stock | |||
SHAREHOLDERS' EQUITY (DEFICIT): | |||
Series A Preferred Stock, with $0.001 par value per share - Authorized: 1,000,000 shares at June 30, 2020 and December 31, 2019; issued and outstanding: 178 at June 30, 2020 and December 31, 2019 | [1] | ||
[1] | Less than $1. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 16,198,991 | 15,873,128 |
Common stock, shares outstanding | 16,198,991 | 15,873,128 |
Series A Preferred Stock [Member] | ||
Preferred stock A, par value | $ 0.001 | $ 0.001 |
Preferred stock A, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock A, shares issued | 178 | 178 |
Preferred stock A, shares outstanding | 178 | 178 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses: | ||||
Research and development expenses | $ (4) | $ (158) | $ (180) | $ (221) |
General and administrative expenses | (541) | (981) | (966) | (1,509) |
Operating loss | (545) | (1,139) | (1,146) | (1,730) |
Financial income (loss), net | 675 | (714) | (3,024) | 25 |
Net income (loss) | $ 130 | $ (1,853) | $ (4,170) | $ (1,705) |
Basic and diluted net income (loss) per share | $ 0.01 | $ (0.18) | $ (0.26) | $ (0.18) |
Weighted average number of shares of common stock used in computing basic and diluted net loss per share | 16,187,490 | 10,416,151 | 16,074,892 | 9,741,517 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Series A Preferred Stock | Common Stock | Additional paid-in capital | Accumulated other comprehensive (loss) | Accumulated deficit | Total | |
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 the repurchase right to existing right to future investment related to the 2016 Loan and the 2017 Loan | (633) | (633) | |||||
Amounts that were allocated to recognition of the right for future investment and warrants – loan 2016 | 637 | 637 | |||||
Amounts that were allocated to recognition of the right for future investment and warrants - loan 2017 | 962 | 962 | |||||
Deemed dividends with respect to the repurchase of right for future investment | (185) | (185) | |||||
Issuance of Common stock | $ 1 | 764 | 765 | ||||
Issuance of Common stock, Shares | 900,000 | ||||||
Conversion of Preferred stock into Common stock (Notes 5c and 5f) | |||||||
Conversion of Preferred stock into Common stock (Notes 5c and 5f), shares | (732) | 732,000 | |||||
Stock-based compensation | 412 | ||||||
Stock-based compensation, Shares | 170,300 | ||||||
Net income (loss) for the interim period | (1,705) | (1,705) | |||||
Balance at Jun. 30, 2019 | $ 1 | $ 10 | 32,414 | (73) | (31,887) | 465 | |
Balance, Shares at Jun. 30, 2019 | 178 | 10,759,850 | |||||
Balance at Mar. 31, 2019 | $ 1 | $ 10 | 31,256 | (73) | (29,953) | 1,241 | |
Balance, Shares at Mar. 31, 2019 | 850 | 9,917,550 | |||||
Amounts allocated to the repurchase right to existing right to future investment related to the 2016 Loan and the 2017 Loan | (153) | (153) | |||||
Amounts that were allocated to recognition of the right for future investment and warrants – loan 2016 | 381 | 381 | |||||
Amounts that were allocated to recognition of the right for future investment and warrants - loan 2017 | 576 | 576 | |||||
Deemed dividends with respect to the repurchase of right for future investment | (81) | (81) | |||||
Conversion of Preferred stock into Common stock (Notes 5c and 5f) | |||||||
Conversion of Preferred stock into Common stock (Notes 5c and 5f), shares | (672) | 672,000 | |||||
Stock-based compensation | 354 | 354 | |||||
Stock-based compensation, Shares | 170,300 | ||||||
Net income (loss) for the interim period | (1,853) | (1,853) | |||||
Balance at Jun. 30, 2019 | $ 1 | $ 10 | 32,414 | (73) | (31,887) | 465 | |
Balance, Shares at Jun. 30, 2019 | 178 | 10,759,850 | |||||
Balance at Dec. 31, 2019 | $ 1 | [1] | $ 16 | 34,491 | (73) | (33,899) | 535 |
Balance, Shares at Dec. 31, 2019 | 178 | 15,873,128 | |||||
Stock-based compensation | 164 | 164 | |||||
Stock-based compensation, Shares | 325,863 | ||||||
Net income (loss) for the interim period | (4,170) | (4,170) | |||||
Balance at Jun. 30, 2020 | [1] | $ 16 | 34,655 | (73) | (38,069) | (3,471) | |
Balance, Shares at Jun. 30, 2020 | 178 | 16,198,991 | |||||
Balance at Mar. 31, 2020 | [1] | $ 16 | 34,577 | (73) | (38,199) | (3,679) | |
Balance, Shares at Mar. 31, 2020 | 178 | 15,995,928 | |||||
Stock-based compensation | 78 | 78 | |||||
Stock-based compensation, Shares | 203,063 | ||||||
Net income (loss) for the interim period | 130 | 130 | |||||
Balance at Jun. 30, 2020 | [1] | $ 16 | $ 34,655 | $ (73) | $ (38,069) | $ (3,471) | |
Balance, Shares at Jun. 30, 2020 | 178 | 16,198,991 | |||||
[1] | Lessthan $1. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (4,170) | $ (1,705) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 1 | 10 |
Stock-based compensation | 164 | 412 |
Marketable equity securities revaluation | (1,000) | 194 |
Loss from extinguishment of convertible loans | 878 | |
Accrued interest on convertible loans | 18 | |
Amortization of premium related to convertible loans | (1,087) | |
Loss from recognition of mandatorily redeemable Series B Preferred Stock | 3,207 | |
Change from revaluation of mandatorily redeemable Series B Preferred Stock | 803 | |
Change in: | ||
Other current assets | 167 | 77 |
Accounts payable | 239 | 5 |
Net cash used in operating activities | (589) | (1,198) |
Cash flows from investing activities | ||
Purchase of property and equipment | (1) | |
Proceeds from sale of marketable equity securities | 5 | |
Net cash provided by investing activities | 4 | |
Cash flows from financing activities | ||
License obligation | (150) | (150) |
Net proceeds from issuance of mandatorily redeemable Series B Preferred Stock | 100 | |
Net cash used in financing activities | (50) | (150) |
Decrease in cash, cash equivalents and restricted cash | (635) | (1,348) |
Cash, cash equivalents and restricted cash at the beginning of the period | 759 | 3,183 |
Cash, cash equivalents and restricted cash at the end of the period | 124 | 1,835 |
Supplemental disclosure of non-cash financing activities: | ||
Common shares issued through receipt of marketable securities | 765 | |
Amount allocated to the repurchase right to existing right to future investment related to the 2016 Loan and the 2017 Loan | (480) | |
Amount that was allocated to the right for future investment - the 2016 Loan | 256 | |
Amount that was allocated to the right for future investment - the 2017 Loan | 386 | |
Deemed dividend with respect to the repurchase of right for future investment | 104 | |
Amount allocated to the repurchase right to existing right to future investment related to the 2016 Loan and the 2017 Loan – May 2019 loan extension | (153) | |
Amounts that were allocated to the right for future investment and warrants - the 2016 Loan – May 2019 loan extension | 381 | |
Amounts that were allocated to the right for future investment and warrants - loan 2017 – May 2019 loan extension | 576 | |
Deemed dividends with respect to the repurchase of right for future investment – May 2019 loan extension | 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 loan extension | 634 | |
Amount allocated to the 2017 Loan - May 2019 loan extension | 922 | |
Amounts transferred from Series B Preferred Stock investment to restricted deposit held in escrow | 3,700 | |
Investment in marketable securities (Bonus shares) | 8,759 | |
Recognition of contingent obligation with respect to future revenues | 5,059 | |
Issuance of mandatorily redeemable Series B Preferred Stock | $ 7,400 |
General
General | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Wize Pharma, Inc. (the "Company" or "Wize") was incorporated in the State of Delaware. Wize, through its wholly owned subsidiary Wize Pharma Ltd., which is a company incorporated in Israel ("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"), a wholly owned Israeli subsidiary which manages and develops most of the Company's activity under an existing license agreement. In May 2015, Wize Israel entered into an Exclusive Distribution and Licensing Agreement (as amended, the "License Agreement"), with Resdevco Research and Development Company Ltd. ("Resdevco"). Pursuant to the License Agreement., Resdevco granted to Wize Israel (and thereafter, to OcuWize) an exclusive license to develop in the United States, under the LO2A licensed technology, products in the field of ophthalmic disorders, to mutually agree upon a manufacturer and to purchase, market, sell and distribute LO2A in finished product form in the licensed territories in the field of ophthalmic disorders. For discussion regarding the issuance of the Series B Preferred Stock (as defined in Note 5 below) as a partial financing, concurrently with the recognition of an obligation with respect to 37% of future revenues of LO2A-based products ("LO2A Proceeds") (if any) and the purchase of shares of Bonus BioGroup Ltd. ("Bonus"), classified as marketable equity securities that was completed in February 2020, see also Note 5. 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 June 30, 2020, the Company has an accumulated deficit of $38,069. In addition, in the period and year ended June 30, 2020 and December 31, 2019, respectively, the Company reported operating losses and negative cash flows from operating activities. Management considered the significance of such conditions in relation to the Company's ability to meet its current and future obligations and determined that such conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Until such time as the Company generates sufficient revenue to fund its operations (if ever), the Company plans to finance its operations through the sale of Bonus shares (see note 5), 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 the issuance of the Series B Preferred Stock concurrently with the transaction with Bonus in February 2020, see also Note 5. c. Risk factors: As of June 30, 2020, the Company had an accumulated deficit of $38,069. The Company has historically incurred net losses and is not able to determine whether or when it will become profitable, if ever. To date, the Company has not commercialized any products or generated any material revenues from product sales and accordingly it does not have a revenue stream to support its cost structure. The Company's losses have resulted principally from costs incurred in development and discovery activities and general and administrative expenses. The Company expects to continue to incur losses for the foreseeable future, and these losses will likely increase as it: ■ initiates and manages pre-clinical development and clinical trials for LO2A; ■ seeks regulatory approvals for LO2A; ■ implements internal systems and infrastructures; ■ seeks to license additional technologies to develop; ■ pays royalties related to the License Agreement and in connection with the obligation with respect to future revenues; ■ 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 syndrome ("Sjögren's") or any other ophthalmic disorder, due to financial, technological or other difficulties. If LO2A fails in clinical trials or does not gain regulatory clearance or approval, or if LO2A does not achieve market acceptance, the Company may never become profitable. 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 market, such as the biopharmaceutical market, where regulatory approval and market acceptance of its products are uncertain, and the other risks set forth in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), including risks and uncertainties relating to the outbreak of the COVID-19 pandemic. 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 | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). a. Use of estimates in preparation of the financial statements: The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the Financial Statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2019 are applied consistently in these Financial Statements, other significant accounting policies applied primarily to transactions first occurring after December 31, 2019, are described below: Contingent obligation with respect to future revenues The Company's contingent obligation to payment of 37% of the future LO2A Proceeds, if any, was accounted for as long-term debt in accordance with the provisions of Accounting Standards Codification ("ASC") 470-10-25, "Sales of Future Revenues or Various other Measures of Income," which relates to cash received in exchange for payments of a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent, or contractual right. Such repayment obligations are contingent upon the receipt by the Company of any future proceeds from LO2A sales, license or other, as described in Note 5 below. The Company elected to measure the contingent payment obligation in its entirety, at its fair value (the "Fair Value Option") in accordance with ASC 825-10, "Financial Instruments" due to the variable and contingent nature of the repayment provisions of such financial liability. The fair value of such liability was measured upon its initial recognition at its fair value, based on the difference between the fair value of the marketable securities received by the Company, less the amount of cash paid by the Company. In subsequent periods the fair value of the liability for contingent payment obligation is based on management estimate. As of June 30, 2020, management has determined that there was no significant change in the development of LO2A and thus there was no change in the fair value of the liability during the period from initial recognition through June 30, 2020. The Company has determined that the inputs used in measuring the fair value of the contingent payment obligation falls within Level 3 in the fair value hierarchy which involves significant estimates and assumptions including, among others, any projected future proceeds from the LO2A, the risk-adjusted rate for discounting future cash flows and other relevant assumptions. Actual results could differ from the estimates made. Changes in fair value (including the component related to imputed interest), would be included in the consolidated statements of comprehensive income (loss) as part of financial income (loss) under the heading "Changes in fair value of contingent payment obligation with respect to future revenues." Mandatorily Redeemable Series B Preferred Stock The Company classified its Series B Preferred Stock as a liability, as their terms embody an unconditional obligation of the Company to redeem the shares by transferring cash or other assets (80% of the proceeds received by the Company through future sales of the Bonus shares issued to the Company under the Bonus Agreements (as hereinafter defined) and (ii) 80% of any cash dividends received by the Company on such Bonus shares) at a specified or determinable date or dates. As the mandatory redemption date is December 28, 2020 (or earlier), the liability was classified as a current liability as of June 30, 2020. The Company elected to measure this liability in its entirety, at its fair value (the "Fair Value Option") in accordance with ASC 825-10, "Financial Instruments" due to the variable and contingent nature of the redemption price of such financial liability. Upon initial recognition and in subsequent periods, the Company measured the fair value of the liability related to the Series B Preferred Stock based on the value of the Bonus Shares and the cash amount that the Company is required to transfer to the Series B investors upon the redemption of the Series B Preferred Stock. The difference between the amount received by the Company upon the issuance of the Series B Preferred Stock and their fair value as of that date was carried immediately to the consolidated statements of comprehensive income (loss) as part of financial income (loss). The issuance costs of the Series B Preferred Stock were recognized immediately as an expense during the three months ended March 31, 2020. On July 8, 2020, the Company elected to redeem all of the Series B Preferred Stock. As a result, the Company distributed 68,191,200 Bonus Shares to the (now former) holders of Series B Preferred Stock. b. Basic and diluted income (loss) per share: Basic income (loss) per share is computed by dividing the income or loss for the period applicable to common 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 income (loss) per share, basic income (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 the loans pursuant to a convertible loan agreement dated March 20, 2016, entered into between Wize Israel and Rimon Gold Assets Ltd. (the "2016 Loan"), and a convertible loan agreement dated January 12, 2017 entered into between Wize Israel, Ridge Valley Corporation and, by way of entering into assignments and assumption agreements following such date, also with Rimon Gold Assets Ltd. and Shimshon Fisher (the "2017 Loan") before their maturity date using the "if-converted method," if the effect of each of such financial instruments is dilutive. For the six and three month periods ended June 30, 2020 and 2019, all outstanding stock options and other convertible instruments have been excluded from the calculation of the diluted net income (loss) per share as all such securities are anti-dilutive for all years presented. The income (loss) and the weighted average number of shares used in computing basic and diluted net income (loss) per share for the six and three months ended June 30, 2020 and 2019, are as follows: Six months ended June 30, 2020 2019 Numerator: Net loss $ (4,170 ) $ (1,705 ) Less: Net loss attributed to Series A Preferred Stock 46 122 Add: Deemed dividend with respect to right for future investment $ - $ (185 ) Net loss applicable to shareholders of Common Stock $ (4,124 ) $ (1,768 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 16,074,892 9,741,517 Net loss per share of Common stock, basic and diluted $ (0.26 ) $ (0.18 ) Three months ended June 30, 2020 2019 Numerator: Net income (loss) $ 130 $ (1,853 ) Less: Net income (loss) attributed to Series A Preferred Stock (1 ) 69 Add: Deemed dividend with respect to right for future investment - (81 ) Net income (loss) applicable to shareholders of Common Stock $ 129 $ (1,865 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 16,187,490 10,416,151 Net income (loss) per share of Common stock, basic and diluted $ 0.01 $ (0.18 ) During the year ended December 31, 2018 the Company issued Series A Preferred Stock as part of the October 2018 transaction. These preferred shares are participating securities. Six months ended June 30, 2020 2019 Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share 16,675,339 7,491,490 |
Unaudited Interim Consolidated
Unaudited Interim Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | NOTE 3:- UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS These financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or for any other interim period. These financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2019, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020 (the "2019 Form 10-K"). The accompanying consolidated balance sheet as of December 31, 2019 has been derived from these audited consolidated statements. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 4:- 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. Concurrently with the completion of the Bonus Agreements, the Company issued the Series B Preferred Stock. For more information, see Note 5 below. c. On January 9, 2020, the Company entered into the Bonus Agreements and the Series B Purchase Agreement (as such terms are defined in Note 5 below), whereby, at the closing of both transactions, which occurred on February 19, 2020, (i) the Company sold 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 invested cash amount of $7,400 in Bonus (of which $3,700 are held in trust) and (ii) in consideration therefor, Bonus issued 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 (approximately $0.12). The fair value of Bonus ordinary shares based on a quote of the share price on January 9, 2020, the date of signing the Bonus Agreements was $0.12 and, as of the date of the closing was $0.11. |
Significant Transactions
Significant Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Significant Transactions [Abstract] | |
SIGNIFICANT TRANSACTIONS | NOTE 5:- SIGNIFICANT TRANSACTIONS The Bonus/LO2A Transaction On January 9, 2020, the Company entered into (i) an Exchange Agreement (the "Bonus Exchange Agreement"), with Bonus and (ii) a Share Purchase Agreement (the "Bonus Purchase Agreement" and, together with the Bonus Exchange Agreement, the "Bonus Agreements") with Bonus. 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"), the right to receive 37% of future LO2A Proceeds (if any), which, as more fully defined in the Bonus Exchange Agreement, includes proceeds generated by the Company, Wize Israel and OcuWize, as a result of (i) the sale, license or other disposal of products or other rights underlying the LO2A technology licensed to OcuWize under the License Agreement; and (ii) a Sale Transaction, which, as more fully defined in the Bonus Exchange Agreement, includes the sale of shares or assets of Wize Israel and/or OcuWize. In addition, if the Sale Transaction involves a change of control of the Company, Bonus will be entitled to elect, to either remain with its right to 37% of the LO2A Proceeds or receive a one-time payment equal to 37% of the value attributed to Wize Israel out of the total proceeds payable for the Company in such transaction. In addition, pursuant to the Bonus Purchase Agreement, the Company agreed to purchase 51,282,000 ordinary shares of Bonus (the "PIPE Shares", and together with the LO2A Shares, the "Bonus Shares"), for an aggregate purchase price of $7,400 in cash, which funds will be deposited directly into an escrow account (the "Bonus Escrow Account"), of which (i) $500 will be paid to Bonus as an 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 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 that will be issued by Bonus and deposited into the escrow at the closing. The Company's obligation to consummate the Milestone Closing is conditioned upon the satisfaction by Bonus of certain conditions, including the listing of its ordinary shares (or, if an ADR Program is to be implemented by Bonus, the American Depositary Shares representing such ordinary shares) on the Nasdaq Capital Market (or another superior tier of the Nasdaq market) (the "Nasdaq Listing"). However, as of June 30, 2020 and as of the date of these Financial Statements, Bonus has not satisfied the Nasdaq Listing condition and the condition of the Milestone Closing has not occurred. 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") and, if the Nasdaq Listing does not occur by the Initial Deadline, the Company will be entitled to liquidated damages for each 30 days of delay. The liquidated damages, which range between $20 to $164 depending on the length of the delay, may be paid, at Bonus' election, in either cash or ordinary shares of Bonus; and (iv) a post-closing covenant by the Company to create, and cause Wize Israel and OcuWize to create, certain first priority liens in favor of Bonus to secure the Company's obligations under the Bonus Exchange Agreement, including certain related negative covenants. In addition, pursuant to the Bonus Agreements (as amended as of June 24, 2020), Bonus agreed to cover nearly 50% of the Company's fees and expenses payable by the Company in cash, Bonus shares and/or a combination thereof to H.C. Wainwright & Co., LLC ("HCW") in connection with the transactions contemplated by the Bonus Agreements and the Series B Purchase Agreement (as defined below). In particular, Bonus agreed to reimburse the Company or pay HCW directly $350 in cash, Bonus shares and/or a combination thereof. Regarding the requirement to release the remaining escrow amount of $3,700 to the Series B investors subject to Bonus failure to achieve listing in Nasdaq, see below. According to the Bonus Agreements, as amended, the total number of Bonus Shares issuable to the Company (including the shares to be released at the Milestone Closing) was computed 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 represented (on a post-issuance basis) approximately 12% of the outstanding share capital of Bonus. The fair value of Bonus shares based on a quote of the share price on January 9, 2020, the date of signing the Bonus Agreements, was $0.12 per share and, as of the date of the closing was $0.11 per share. The closing of the transactions contemplated by the Bonus Agreements, as amended, was subject to several customary conditions, including the execution by Bonus and the Company of a Registration Rights Agreement (the "Bonus Registration Rights Agreement"), pursuant to which Bonus will be required to file a resale registration statement (the "Resale Registration Statement") with the SEC to register the Bonus Shares for resale, within 30 days following the Nasdaq Listing, and to have the Resale Registration Statement declared effective within 45 days after the Nasdaq Listing in the event the Resale Registration Statement is not reviewed by the SEC, or 120 days after the Nasdaq Listing in the event the Resale Registration Statement is reviewed by the SEC. The transactions contemplated by the Bonus Agreements were completed on February 19, 2020. As of the date of closing of the Bonus Agreements, the Company received 85,239,000 of Bonus ordinary shares. Pursuant to the Bonus Agreements, an additional 28,413,000 Bonus ordinary shares will be released to the Company upon the Nasdaq Listing and concurrently with the release of the $3,700 from the escrow account to Bonus. However, as of June 30, 2020 and as of the date of these financial statements, Bonus has not satisfied the Nasdaq Listing condition and the Milestone Closing has not occurred. As the Bonus Shares represent marketable securities with readily determinable fair value, Bonus shares issued to the Company were recognized upon initial recognition based on their quoted price (less applicable non-marketability discount) as of the date of the completion of the Bonus Agreements at an aggregate amount of $8,759. The difference between the fair value of Bonus shares and the amount of cash that was transferred directly to Bonus from an escrow account was recognized as financial liability, representing the Company's obligation to Bonus with respect to the LO2A Proceeds in an amount of $5,059 (see Note 2). In addition, during the period from completion of the Bonus Agreements (February 19, 2020) and through June 30, 2020, the Company recognized financial income from revaluation of its investment in Bonus marketable securities in an amount of $1,000 (the Company recognized a loss of $2,388 for the three month period ended March 31, 2020, resulting in financial income of $3,388 for the three month period ended June 30, 2020) due to the change in the quoted market price of these shares on TASE. Such amount was presented as part of financial income (expenses), net. The Mandatorily Redeemable 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") with certain accredited investors. 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") for a purchase price of $1 per share, for aggregate gross proceeds under the Series B Purchase Agreement of $7,500, which funds were deposited into an escrow account, of which (i) $500 was to be paid to the Bonus Escrow Account and $100 was to 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 was to 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 was to 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). The Series B Purchase Agreement contained 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"); and (iii) a covenant by the Company, simultaneously with, or promptly after, the redemption of the Series B Preferred Stock, to assign certain rights under the Bonus Purchase Agreement, such as the right to liquidated damages in the event of delayed Nasdaq Listing, and under the Bonus Registration Rights Agreement, to the investors. 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"). Pursuant to the Series B Certificate of Designations, the Company designated 7,500 shares of preferred stock as Series B Preferred Stock. The Series B Preferred Stock were not convertible into shares of Common Stock of the Company and have no voting powers, except as related to certain rights to protect the rights and preferences of the Series B Preferred Stock and with respect to sales or dispositions of the Series B Preferred Stock at a price per share below the Price Restriction. The Series B Preferred Stock entitled its holders to (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. Under the Series B Certificate of Designations, the Company had the option to redeem the Series B Preferred Stock at any time by distributing to holders of the Series B Preferred Stock (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"). The Company was required to redeem the Series B Preferred Stock through payment of the Redemption Payment upon the earlier of (i) 60 days following the Nasdaq Listing of the Bonus Shares, and (ii) December 28, 2020. However, until the completion of the Nasdaq Listing, an amount of $3,700 shall remain in an escrow account upon the failure of such listing by Bonus, such amount shall be required to be released in its entirely to the Series B investors. This escrow account of $3,700 is presented as Restricted deposit in the accompanying consolidated balance sheet as of June 30, 2020. As of the completion date (February 19, 2020), the Company recognized a liability in light of its obligation to redeem the Series B Preferred Stock at its fair value in an amount of $10,707, representing the sum of the remaining escrow amount of $3,700 (which, in case the Milestone Closing will not be met, will be paid to the Series B investors) and 80% of the Company's investment in Bonus marketable shares, see Note 2. The difference between the amount of the liability recognized with respect to the Series B Preferred Stock ($10,707) and the cash amount actually invested by such preferred stock investors ($7,500), amounting to $3,207 was recognized immediately as financial expense, net upon the completion of the Bonus agreement and the Series B Purchase Agreement, within financial income (loss), net. In addition, from the date of the completion and until June 30, 2020, the Company recognized a loss in an amount of $803 (the Company recognized a gain of $1,910 during the three month period ended March 31, 2020, resulting in a loss of $2,703 for the three month period ended June 30, 2020) as part of financial income (loss), net due to the revaluation of the mandatorily redeemable Series B Preferred Stock liability. On July 8, 2020, the Company elected to redeem all of the Series B Preferred Stock. As a result, the Company distributed 68,191,200 Bonus Shares to the holders of Series B Preferred Stock representing 80% of the Bonus shares then held by the Company. As a result of such distribution, as of the date of these Financial Statements, the Company owns the remaining 17,047,800 Bonus Shares, representing approximately 1.76% of the outstanding shares of Bonus. |
Financial Income (Loss), Net
Financial Income (Loss), Net | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME (LOSS), NET | NOTE 6:- FINANCIAL INCOME (LOSS), NET Composition: Six months ended June 30, Three months ended June 30, 2020 2019 2020 2019 Unaudited Unaudited Financial income: Change in the fair value of marketable securities $ 1,000 $ - $ 3,391 $ - Bank commissions and exchange rate differences - 28 - 2 Amortization of premium related to convertible loans - 1,087 - 320 Total financial income $ 1,000 $ 1,115 $ 3,391 $ 322 Financial expenses: Accrued interest on convertible loans $ - $ (18 ) $ - $ (9 ) Loss from extinguishment of convertible loans - (878 ) - (926 ) Loss from recognition of mandatorily redeemable Series B Preferred Stock (3,207 ) - - - Revaluation of mandatorily redeemable Series B Preferred Stock (803 ) (2,713 ) Change in the fair value of marketable securities - (194 ) - (101 ) Bank commissions and exchange rate differences (14 ) - (3 ) - Total financial expenses (4,024 ) (1,090 ) (2,716 ) (1,036 ) Total financial income (loss), net $ (3,024 ) $ 25 $ 675 $ (714 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7:- SUBSEQUENT EVENTS On July 8, 2020, the Company elected to redeem all of the Series B Preferred Stock. As a result, the Company distributed 68,191,200 Bonus Shares to the (now former) holders of Series B Preferred Stock. On July 15, 2020, OcuWize entered into a loan agreement with Bank Hapoalim (the "Bank"), whereby the Bank extended a loan in the principal amount of NIS 850,000 (approximately $248,000) (the "2020 Loan"). The 2020 Loan bears interest at an annual rate of 5.45%, which will be paid in monthly payments. The 2020 Loan has a maturity date of January 15, 2020. In order to secure its obligations and performance pursuant to the 2020 Loan, OcuWize recorded a pledge in favor of the Bank and agreed that at any time, the value of all the assets in the bank account will not be less than NIS 1,700,000 (approximately $496,000). In order to satisfy this requirement, the Company loaned to OcuWize a portion of Bonus Shares held by it. On August 11, 2020, our Board of Directors approved the following equity grants: (i) 150,000 restricted stock units vesting quarterly over a period of two years to the Chairman of our Board of Directors and (ii) 100,000 restricted stock units vesting quarterly over a period of two years to each of the other non-executive directors. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of estimates in preparation of the Financial Statements | a. Use of estimates in preparation of the financial statements: The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the Financial Statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2019 are applied consistently in these Financial Statements, other significant accounting policies applied primarily to transactions first occurring after December 31, 2019, are described below: Contingent obligation with respect to future revenues The Company's contingent obligation to payment of 37% of the future LO2A Proceeds, if any, was accounted for as long-term debt in accordance with the provisions of Accounting Standards Codification ("ASC") 470-10-25, "Sales of Future Revenues or Various other Measures of Income," which relates to cash received in exchange for payments of a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent, or contractual right. Such repayment obligations are contingent upon the receipt by the Company of any future proceeds from LO2A sales, license or other, as described in Note 5 below. The Company elected to measure the contingent payment obligation in its entirety, at its fair value (the "Fair Value Option") in accordance with ASC 825-10, "Financial Instruments" due to the variable and contingent nature of the repayment provisions of such financial liability. The fair value of such liability was measured upon its initial recognition at its fair value, based on the difference between the fair value of the marketable securities received by the Company, less the amount of cash paid by the Company. In subsequent periods the fair value of the liability for contingent payment obligation is based on management estimate. As of June 30, 2020, management has determined that there was no significant change in the development of LO2A and thus there was no change in the fair value of the liability during the period from initial recognition through June 30, 2020. The Company has determined that the inputs used in measuring the fair value of the contingent payment obligation falls within Level 3 in the fair value hierarchy which involves significant estimates and assumptions including, among others, any projected future proceeds from the LO2A, the risk-adjusted rate for discounting future cash flows and other relevant assumptions. Actual results could differ from the estimates made. Changes in fair value (including the component related to imputed interest), would be included in the consolidated statements of comprehensive income (loss) as part of financial income (loss) under the heading "Changes in fair value of contingent payment obligation with respect to future revenues." Mandatorily Redeemable Series B Preferred Stock The Company classified its Series B Preferred Stock as a liability, as their terms embody an unconditional obligation of the Company to redeem the shares by transferring cash or other assets (80% of the proceeds received by the Company through future sales of the Bonus shares issued to the Company under the Bonus Agreements (as hereinafter defined) and (ii) 80% of any cash dividends received by the Company on such Bonus shares) at a specified or determinable date or dates. As the mandatory redemption date is December 28, 2020 (or earlier), the liability was classified as a current liability as of June 30, 2020. The Company elected to measure this liability in its entirety, at its fair value (the "Fair Value Option") in accordance with ASC 825-10, "Financial Instruments" due to the variable and contingent nature of the redemption price of such financial liability. Upon initial recognition and in subsequent periods, the Company measured the fair value of the liability related to the Series B Preferred Stock based on the value of the Bonus Shares and the cash amount that the Company is required to transfer to the Series B investors upon the redemption of the Series B Preferred Stock. The difference between the amount received by the Company upon the issuance of the Series B Preferred Stock and their fair value as of that date was carried immediately to the consolidated statements of comprehensive income (loss) as part of financial income (loss). The issuance costs of the Series B Preferred Stock were recognized immediately as an expense during the three months ended March 31, 2020. On July 8, 2020, the Company elected to redeem all of the Series B Preferred Stock. As a result, the Company distributed 68,191,200 Bonus Shares to the (now former) holders of Series B Preferred Stock. |
Basic and diluted income (loss) per share | b. Basic and diluted income (loss) per share: Basic income (loss) per share is computed by dividing the income or loss for the period applicable to common 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 income (loss) per share, basic income (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 the loans pursuant to a convertible loan agreement dated March 20, 2016, entered into between Wize Israel and Rimon Gold Assets Ltd. (the "2016 Loan"), and a convertible loan agreement dated January 12, 2017 entered into between Wize Israel, Ridge Valley Corporation and, by way of entering into assignments and assumption agreements following such date, also with Rimon Gold Assets Ltd. and Shimshon Fisher (the "2017 Loan") before their maturity date using the "if-converted method," if the effect of each of such financial instruments is dilutive. For the six and three month periods ended June 30, 2020 and 2019, all outstanding stock options and other convertible instruments have been excluded from the calculation of the diluted net income (loss) per share as all such securities are anti-dilutive for all years presented. The income (loss) and the weighted average number of shares used in computing basic and diluted net income (loss) per share for the six and three months ended June 30, 2020 and 2019, are as follows: Six months ended June 30, 2020 2019 Numerator: Net loss $ (4,170 ) $ (1,705 ) Less: Net loss attributed to Series A Preferred Stock 46 122 Add: Deemed dividend with respect to right for future investment $ - $ (185 ) Net loss applicable to shareholders of Common Stock $ (4,124 ) $ (1,768 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 16,074,892 9,741,517 Net loss per share of Common stock, basic and diluted $ (0.26 ) $ (0.18 ) Three months ended June 30, 2020 2019 Numerator: Net income (loss) $ 130 $ (1,853 ) Less: Net income (loss) attributed to Series A Preferred Stock (1 ) 69 Add: Deemed dividend with respect to right for future investment - (81 ) Net income (loss) applicable to shareholders of Common Stock $ 129 $ (1,865 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 16,187,490 10,416,151 Net income (loss) per share of Common stock, basic and diluted $ 0.01 $ (0.18 ) During the year ended December 31, 2018 the Company issued Series A Preferred Stock as part of the October 2018 transaction. These preferred shares are participating securities. Six months ended June 30, 2020 2019 Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share 16,675,339 7,491,490 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per share | Six months ended June 30, 2020 2019 Numerator: Net loss $ (4,170 ) $ (1,705 ) Less: Net loss attributed to Series A Preferred Stock 46 122 Add: Deemed dividend with respect to right for future investment $ - $ (185 ) Net loss applicable to shareholders of Common Stock $ (4,124 ) $ (1,768 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 16,074,892 9,741,517 Net loss per share of Common stock, basic and diluted $ (0.26 ) $ (0.18 ) Three months ended June 30, 2020 2019 Numerator: Net income (loss) $ 130 $ (1,853 ) Less: Net income (loss) attributed to Series A Preferred Stock (1 ) 69 Add: Deemed dividend with respect to right for future investment - (81 ) Net income (loss) applicable to shareholders of Common Stock $ 129 $ (1,865 ) Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 16,187,490 10,416,151 Net income (loss) per share of Common stock, basic and diluted $ 0.01 $ (0.18 ) |
Schedule of preferred stock | Six months ended June 30, 2020 2019 Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share 16,675,339 7,491,490 |
Financial Income (Loss), Net (T
Financial Income (Loss), Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income (expense), net | Six months ended June 30, Three months ended June 30, 2020 2019 2020 2019 Unaudited Unaudited Financial income: Change in the fair value of marketable securities $ 1,000 $ - $ 3,391 $ - Bank commissions and exchange rate differences - 28 - 2 Amortization of premium related to convertible loans - 1,087 - 320 Total financial income $ 1,000 $ 1,115 $ 3,391 $ 322 Financial expenses: Accrued interest on convertible loans $ - $ (18 ) $ - $ (9 ) Loss from extinguishment of convertible loans - (878 ) - (926 ) Loss from recognition of mandatorily redeemable Series B Preferred Stock (3,207 ) - - - Revaluation of mandatorily redeemable Series B Preferred Stock (803 ) (2,713 ) Change in the fair value of marketable securities - (194 ) - (101 ) Bank commissions and exchange rate differences (14 ) - (3 ) - Total financial expenses (4,024 ) (1,090 ) (2,716 ) (1,036 ) Total financial income (loss), net $ (3,024 ) $ 25 $ 675 $ (714 ) |
General (Details)
General (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
General (Textual) | ||
Accumulated deficit | $ (38,069) | $ (33,899) |
Contingent obligation payment percentage | 37.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net income (loss) | $ 130 | $ (1,853) | $ (4,170) | $ (1,705) |
Less: Net income (loss) attributed to Series A Preferred Stock | (1) | 69 | 46 | 122 |
Add: Deemed dividend with respect to right for future investment | (81) | (185) | ||
Net income (loss) applicable to shareholders of Common Stock | $ 129 | $ (1,865) | $ (4,124) | $ (1,768) |
Denominator: | ||||
Shares of common stock used in computing basic and diluted net income (loss) per share | 16,187,490 | 10,416,151 | 16,074,892 | 9,741,517 |
Net income (loss) per share of Common stock, basic and diluted | $ 0.01 | $ (0.18) | $ (0.26) | $ (0.18) |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Number of shares: | ||
Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share | 16,675,339 | 7,491,490 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Textual) | 6 Months Ended |
Jun. 30, 2020shares | |
Significant Accounting Policies (Textual) | |
Contingent obligation payment percentage | 37.00% |
Bonue agreement percentage | 80.00% |
Cash dividends received | 80.00% |
Series B Preferred Stock [Member] | |
Significant Accounting Policies (Textual) | |
Number of bonus shares distributed by company | 68,191,200 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity (Textual) | |
Agreements, description | On January 9, 2020, the Company entered into the Bonus Agreements and the Series B Purchase Agreement (as such terms are defined in Note 5 below), whereby, at the closing of both transactions, which occurred on February 19, 2020, (i) the Company sold 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 invested cash amount of $7,400 in Bonus (of which $3,700 are held in trust) and (ii) in consideration therefor, Bonus issued 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 (approximately $0.12). The fair value of Bonus ordinary shares based on a quote of the share price on January 9, 2020, the date of signing the Bonus Agreements was $0.12 and, as of the date of the closing was $0.11. |
Significant Transactions (Detai
Significant Transactions (Details) $ / shares in Units, $ in Thousands | Jan. 09, 2020USD ($)shares | Feb. 19, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) | Jun. 30, 2020₪ / shares | Jan. 09, 2020₪ / shares | Jan. 09, 2020$ / shares |
Marketable securities | $ 1,000 | $ 1,000 | |||||||
Company recognized a loss | 2,388 | ||||||||
Contingent obligation with respect to future revenues | 5,059 | 5,059 | |||||||
Financial income | 3,388 | ||||||||
Restricted deposit | 3,700 | $ 3,700 | |||||||
Preferred stock description | On July 8, 2020, the Company elected to redeem all of the Series B Preferred Stock. As a result, the Company distributed 68,191,200 Bonus Shares to the holders of Series B Preferred Stock representing 80% of the Bonus shares then held by the Company. As a result of such distribution, as of the date of these Financial Statements, the Company owns the remaining 17,047,800 Bonus Shares, representing approximately 1.76% of the outstanding shares of Bonus. | ||||||||
NIS [Member] | |||||||||
Exercise price | ₪ / shares | ₪ 0.40 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Purchase agreement, description | 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") for a purchase price of $1 per share, for aggregate gross proceeds under the Series B Purchase Agreement of $7,500, which funds were deposited into an escrow account, of which (i) $500 was to be paid to the Bonus Escrow Account and $100 was to 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 was to 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 was to 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). | ||||||||
Escrow amount | $ 3,700 | ||||||||
Fair value | $ 10,707 | $ 10,707 | |||||||
Redeemable preferred stock liability | $ 2,703 | $ 1,910 | $ 803 | ||||||
Finance expenses | 3,207 | ||||||||
Investment of marketable securities percentage | 80.00% | ||||||||
Cash of investment | 7,500 | ||||||||
Bonus Exchange Agreement [Member] | |||||||||
Purchase agreement, description | The Company agreed to purchase 51,282,000 ordinary shares of Bonus (the "PIPE Shares", and together with the LO2A Shares, the "Bonus Shares"), for an aggregate purchase price of $7,400 in cash, which funds will be deposited directly into an escrow account (the "Bonus Escrow Account"), of which (i) $500 will be paid to Bonus as an 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 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 that will be issued by Bonus and deposited into the escrow at the closing. | ||||||||
Escrow amount | $ 3,700 | ||||||||
Number of ordinary shares | shares | 85,239,000 | ||||||||
Additional ordinary shares | shares | 28,413,000 | ||||||||
Bonus Exchange Agreement [Member] | Series B Preferred Stock [Member] | |||||||||
Purchase agreement, description | (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") and, if the Nasdaq Listing does not occur by the Initial Deadline, the Company will be entitled to liquidated damages for each 30 days of delay. The liquidated damages, which range between $20 to $164 depending on the length of the delay, may be paid, at Bonus' election, in either cash or ordinary shares of Bonus; and (iv) a post-closing covenant by the Company to create, and cause Wize Israel and OcuWize to create, certain first priority liens in favor of Bonus to secure the Company's obligations under the Bonus Exchange Agreement, including certain related negative covenants. | Pursuant to the Bonus Agreements (as amended as of June 24, 2020), Bonus agreed to cover nearly 50% of the Company's fees and expenses payable by the Company in cash, Bonus shares and/or a combination thereof to H.C. Wainwright & Co., LLC ("HCW") in connection with the transactions contemplated by the Bonus Agreements and the Series B Purchase Agreement (as defined below). In particular, Bonus agreed to reimburse the Company or pay HCW directly $350 in cash, Bonus shares and/or a combination thereof. | |||||||
Escrow amount | $ 3,700 | ||||||||
Series B Purchase Agreement [Member] | |||||||||
Purchase agreement, description | Pursuant to the Series B Certificate of Designations, the Company designated 7,500 shares of preferred stock as Series B Preferred Stock. The Series B Preferred Stock were not convertible into shares of Common Stock of the Company and have no voting powers, except as related to certain rights to protect the rights and preferences of the Series B Preferred Stock and with respect to sales or dispositions of the Series B Preferred Stock at a price per share below the Price Restriction. The Series B Preferred Stock entitled its holders to (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. Under the Series B Certificate of Designations, the Company had the option to redeem the Series B Preferred Stock at any time by distributing to holders of the Series B Preferred Stock (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"). The Company was required to redeem the Series B Preferred Stock through payment of the Redemption Payment upon the earlier of (i) 60 days following the Nasdaq Listing of the Bonus Shares, and (ii) December 28, 2020. | ||||||||
Escrow amount | $ 3,700 | ||||||||
Bonus Agreements [Member] | |||||||||
Purchase agreement, description | 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"), the right to receive 37% of future LO2A Proceeds (if any), which, as more fully defined in the Bonus Exchange Agreement, includes proceeds generated by the Company, Wize Israel and OcuWize, as a result of (i) the sale, license or other disposal of products or other rights underlying the LO2A technology licensed to OcuWize under the License Agreement; and (ii) a Sale Transaction, which, as more fully defined in the Bonus Exchange Agreement, includes the sale of shares or assets of Wize Israel and/or OcuWize. In addition, if the Sale Transaction involves a change of control of the Company, Bonus will be entitled to elect, to either remain with its right to 37% of the LO2A Proceeds or receive a one-time payment equal to 37% of the value attributed to Wize Israel out of the total proceeds payable for the Company in such transaction. | ||||||||
Price per share at the date of agreement | $ / shares | $ 0.12 | ||||||||
Price per share at the closing date | $ / shares | $ 0.11 | ||||||||
Outstanding share capital percentage | 12.00% | ||||||||
Number of ordinary shares | shares | 16,400 | ||||||||
Bonus Agreements [Member] | NIS [Member] | |||||||||
Price per share | ₪ / shares | ₪ 0.50 |
Financial Income (Loss), Net (D
Financial Income (Loss), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Financial income: | ||||
Change in the fair value of marketable securities | $ 3,391 | $ 1,000 | ||
Bank commissions and exchange rate differences | 2 | 28 | ||
Amortization of premium related to convertible loans | 320 | 1,087 | ||
Total financial income | 3,391 | 322 | 1,000 | 1,115 |
Financial expenses: | ||||
Accrued interest on convertible loans | (9) | (18) | ||
Loss from extinguishment of convertible loans | (926) | (878) | ||
Loss from recognition of mandatorily redeemable Series B Preferred Stock | (3,207) | |||
Revaluation of mandatorily redeemable Series B Preferred Stock | (2,713) | (803) | ||
Change in the fair value of marketable securities | (101) | (194) | ||
Bank commissions and exchange rate differences | (3) | (14) | ||
Total financial expenses | (2,716) | (1,036) | (4,024) | (1,090) |
Total financial income (loss), net | $ 675 | $ (714) | $ (3,024) | $ 25 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 11, 2020 | Jul. 15, 2020 | Jul. 08, 2020 |
Subsequent Event [Member] | |||
Subsequent Events (Textual) | |||
Subsequent events, description | (i) 150,000 restricted stock units vesting quarterly over a period of two years to the Chairman of our Board of Directors and (ii) 100,000 restricted stock units vesting quarterly over a period of two years to each of the other non-executive directors. | OcuWize entered into a loan agreement with Bank Hapoalim (the "Bank"), whereby the Bank extended a loan in the principal amount of NIS 850,000 (approximately $248,000) (the "2020 Loan"). The 2020 Loan bears interest at an annual rate of 5.45%, which will be paid in monthly payments. The 2020 Loan has a maturity date of January 15, 2020. In order to secure its obligations and performance pursuant to the 2020 Loan, OcuWize recorded a pledge in favor of the Bank and agreed that at any time, the value of all the assets in the bank account will not be less than NIS 1,700,000 (approximately $496,000). In order to satisfy this requirement, the Company loaned to OcuWize a portion of Bonus Shares held by it. | The Company elected to redeem all of the Series B Preferred Stock. As a result, the Company distributed 68,191,200 Bonus Shares to the (now former) holders of Series B Preferred Stock. |