Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity File Number | 000-52545 | ||
Entity Public Float | $ 1,961,169 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Common Stock, Shares Outstanding | 33,052,951 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 247 | $ 718 | |
Restricted cash deposit | 13 | 41 | |
Marketable equity securities (Notes 3,10) | 2,834 | 10 | |
Other current assets (Note 4) | 66 | 378 | |
Total current assets | 3,160 | 1,147 | |
NON-CURRENT ASSETS: | |||
Operating lease right of use assets | 22 | 22 | |
Property and equipment, net | 7 | 7 | |
Total non-current assets | 29 | 29 | |
TOTAL ASSETS | 3,189 | 1,176 | |
CURRENT LIABILITIES: | |||
Account payable (Note 7) | 1,306 | 369 | |
Operating lease obligation - current | 22 | 22 | |
Current portion of license purchase obligation (Note 6) | 250 | 250 | |
Short term loan payable (Note 9) | 265 | ||
Total current liabilities | 1,843 | 641 | |
NON-CURRENT LIABILITIES: | |||
Contingent obligation with respect to future revenues (Note 10) | 5,494 | ||
Total non-current liabilities | 5,494 | ||
COMMITMENTS AND CONTINGENCIES (Note 12) | |||
STOCKHOLDERS' EQUITY (DEFICIT) (Note 13): | |||
Preferred stock A, with $0.001 par value per share ("Series A Preferred Stock") Authorized: 1,000,000 shares at December 31, 2020 and 2019; Issued and outstanding: 178 shares at December 31, 2020 and 2019. | [1] | ||
Common stock, with $0.001 par value per share ("Common Stock") 500,000,000 shares authorized at December 31, 2020 and 2019; 32,783,495 and 15,873,128 shares issued and outstanding at December 31, 2020 and 2019, respectively | 33 | 16 | |
Additional paid-in capital | 35,110 | 34,491 | |
Accumulated other comprehensive loss | (73) | (73) | |
Accumulated deficit | (39,218) | (33,899) | |
Total stockholders' equity (deficit) | (4,148) | 535 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 3,189 | $ 1,176 | |
[1] | Less than 1 thousand. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
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 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 32,783,495 | 15,873,128 |
Common stock, shares outstanding | 32,783,495 | 15,873,128 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
Research and development expenses | $ 434 | $ 492 |
General and administrative expenses (Note 14a) | 2,008 | 2,678 |
Operating loss | (2,442) | (3,170) |
Financial expense, net (Note 14b) | (2,487) | (280) |
Net loss | (4,929) | (3,450) |
Addition to net loss (for EPS purpose) | ||
Deemed dividend with respect to the repurchase of right for future investment | (185) | |
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) | |
Deemed dividend due to exercise price adjustment of warrants | (390) | |
Net loss applicable to stockholders of Common Stock | (5,319) | (3,902) |
Comprehensive loss | $ (4,929) | $ (3,450) |
Basic and diluted net loss per share | $ (0.32) | $ (0.36) |
Weighted average number of shares of common stock used in computing basic and diluted net loss per share | 16,669,628 | 10,519,682 |
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, 2018 | $ 1 | $ 9 | $ 30,272 | $ (73) | $ (29,997) | $ 212 | |
Balance, Shares at Dec. 31, 2018 | 910 | 8,957,550 | |||||
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 13n) | $ 2 | 548 | 550 | ||||
Issuance of Common Stock and warrants for cash (Note 13n), Shares | 2,037,037 | ||||||
Issuance of Common Stock and warrants due to 2016 Loan and 2017 Loan repayment (Note 13e) | $ 3 | 991 | 994 | ||||
Issuance of Common Stock and warrants due to 2016 Loan and 2017 Loan repayment (Note 13e), Shares | 2,816,196 | ||||||
Terms modification and cancellation of existing financial instruments due to 2016 and 2017 loan repayment (Note 8e) | (135) | (135) | |||||
Issuance of Common Stock (Note 13b) | $ 1 | 764 | 765 | ||||
Issuance of Common Stock (Note 13b), Shares | 900,000 | ||||||
Conversion of Preferred stock into Common Stock (Note 13c) | $ (1) | $ 1 | |||||
Conversion of Preferred stock into Common Stock (Note 13c), Shares | (732) | 732,000 | |||||
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 13) | 267 | (267) | |||||
Deemed dividends with respect to the repurchase of right for future investment (See Note 8) | (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 | |||||
Issuance of shares with respect to exercise of warrants (Notes 13p, 13q) | $ 17 | (17) | |||||
Issuance of shares with respect to exercise of warrants (Notes 13p, 13q), Shares | 16,332,654 | ||||||
Deemed dividend due to exercise price adjustment of warrants (Notes 13p, 13q) | 390 | (390) | |||||
Stock-based compensation | 246 | 246 | |||||
Stock-based compensation, Shares | 577,713 | ||||||
Net loss | (4,929) | (4,929) | |||||
Balance at Dec. 31, 2020 | [1] | $ 33 | $ 35,110 | $ (73) | $ (39,218) | $ (4,148) | |
Balance, Shares at Dec. 31, 2020 | 178 | 32,783,495 | |||||
[1] | Representing amount less than $1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities | |||
Net loss | $ (4,929) | $ (3,450) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 2 | 1 | |
Stock-based compensation | 246 | 818 | |
Income (loss) from marketable equity securities sale and revaluation | (1,197) | 527 | |
Amortization of premium related to convertible loans (Notes 8 and 13) | (1,257) | ||
Accrued interest on convertible loans (Notes 8 and 13b) | 45 | ||
Loss from extinguishment of convertible loans (Notes 8 and 13b) | 977 | ||
Gain from completion of milestone closing (Note 10) | (847) | ||
Gain from settlement shares | (100) | ||
Loss from recognition of mandatorily redeemable Series B Preferred Stock (Note 10) | 3,207 | ||
Change from revaluation of mandatorily redeemable Series B Preferred Stock (Note 10) | 597 | ||
Change from revaluation of contingent obligation with respect to future revenues (Note 10) | 435 | ||
Increase in license purchase obligation (Note 6) | 150 | 150 | |
Financial expenses | 17 | ||
Change in: | |||
Other current assets | 313 | 62 | |
Accounts payable | 587 | 63 | |
Net cash used in operating activities | (1,519) | (2,064) | |
Cash flows from investing activities | |||
Purchase of property and equipment | (1) | [1] | |
Proceeds from sale of marketable equity securities | 824 | ||
Net cash provided by investing activities | 823 | [1] | |
Cash flows from financing activities | |||
Proceeds from issuance of shares and warrants (Note 13n) | 550 | ||
Net proceeds from issuance of mandatorily redeemable Series B Preferred Stock | 100 | ||
Loan received | 247 | ||
Convertible loan repayment | (760) | ||
Repayment of license purchase obligation | (150) | (150) | |
Net cash provided by (used in) financing activities | 197 | (360) | |
Effect of exchange rate change on cash, cash equivalents and restricted cash | |||
Change in cash, cash equivalents and restricted cash | (499) | (2,424) | |
Cash, cash equivalents and restricted cash at the beginning of the year | 759 | 3,183 | |
Cash, cash equivalents and restricted cash at the end of the year | 260 | 759 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Ordinary shares issued through receipt of marketable securities (Note 13b) | 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 | ||
Amounts transferred from Series B Preferred Stock proceeds to restricted deposit held in escrow | 3,700 | ||
Investment in marketable securities - Bonus Shares | 13,851 | ||
Recognition of contingent obligation with respect to future revenues | 5,059 | ||
Issuance of mandatorily redeemable Series B Preferred Stock | 7,400 | ||
Settlement of mandatorily redeemable series B Preferred Stock through distribution of Bonus Shares | 7,604 | ||
Deemed dividend due to exercise price adjustment of warrants | 390 | ||
Issuance of shares with respect to exercise of warrants | 17 | ||
Transaction costs liability, see note 10 | 350 | ||
Release of escrow account – Bonus Shares | $ 3,700 | ||
[1] | Representing amount less than $1 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Wize Pharma, Inc. (the " Company Wize Wize, through its wholly-owned Delaware subsidiary, Wize NC Inc. (" Wize NC OcuWize DES Commencing August 30, 2016, Wize Pharma Ltd., a wholly owned subsidiary of the Company (" Wize Israel OcuWize License Agreement Resdevco For discussion regarding the issuance of the Series B Preferred Stock (as described in Note 10 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 Bonus On December 30, 2020, the Company entered into a Bid Implementation Agreement (as amended, the "Bid Agreement") with Cosmos Capital Limited, a digital infrastructure provider based in Sydney, Australia ("Cosmos"). Pursuant to the Bid Agreement, the Company commenced an off-market takeover offer under applicable Australian laws (the "Offer"), whereby it offers 61.11 shares of common stock in exchange for each one outstanding share of Cosmos. Immediately following the Closing Date, and assuming all of the holders of Cosmos Shares accept the Offer, Cosmos shareholders are expected to own approximately 87.65% of the outstanding common stock of Wize, while Wize existing stockholders are expected to remain the owners of approximately 10.75% of the outstanding common stock of Wize, each on a fully diluted basis and including warrants to be issued to Wize's financial advisor to the transaction. Pursuant to the Bid Agreement, prior to the Closing Date, Wize will enter into a Contingent Value Rights Agreement (the "CVR Agreement") with certain of Wize's subsidiaries (the "Wize Subsidiaries"), a person designated by Wize prior to the Closing Date as the Holders' Representative (as defined herein), and the Rights Agent (as defined therein). Pursuant to the CVR Agreement, at the Closing Date, each Wize pre-Closing securityholder will receive one non-transferable CVR for each outstanding share of common stock of Wize and for each share of common stock of Wize underlying other convertible securities and warrants, held as of 4:01 p.m. Eastern Time on the day immediately before the Effective Time (as defined in the CVR Agreement). See also note 10c. 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, 2020, the Company has an accumulated deficit of $39,218 and a total stockholders' deficit of $4,148. In addition, in each of the years ended December 31, 2020 and 2019, the Company reported losses and negative cash flows from operating activities. Management considered the significance of such conditions in relation to the Company's ability to meet its current and future obligations and determined that such conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Until such time as the Company generates sufficient revenue to fund its operations (if ever), the Company plans to finance its operations through the sale of Bonus Shares (as hereinafter defined), and, to the extent available, short-term and long-term loans as well as equity financings. 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, and subsequent redemption, of the Series B Preferred Stock concurrently with the transaction with Bonus in February 2020, see also Note 10. Regarding the transaction with Cosmos on December 30, 2020, see note 10. c. Risk factors: As of December 31, 2020, the Company had an accumulated deficit of $39,218 and a total stockholders' deficit of $4,148. 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 (other than financing related income and expenses) 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 further 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; ● moves towards commercialization; and ● Risks related to the effects of global outbreaks of pandemics or contagious diseases or fear of such outbreaks, such as the recent coronavirus (COVID-19) pandemic, including on our clinical trials, the demand for our products, our ability to operate and on overall economic conditions. 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 a 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 In light of the pending transaction with Bonus (see note 10), there are also risks relating to, among other things, the timing and anticipated completion of such transaction and whether the expected benefits of and potential value created by the transaction will materialize. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 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 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 determining the fair value of the contingent obligation with respect to future revenues and 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 for total gross proceeds of $7,500. 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 2020 2019 2020 2019 USD 1 = NIS 3.215 3.456 (6.9 ) (7.8 ) 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 December 31 2020 2019 Cash and cash equivalents $ 247 $ 718 Restricted cash deposit 13 41 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 260 $ 759 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 earnings. 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, 2020 and 2019. 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, 2020 and 2019 amounted to $16 and $17, 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, 2020 and 2019, 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 banks in Israel and the U.S. 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) were 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 (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 was 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, 2020, 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. Leases: Effective January 1, 2019, the Company accounts for its leases under ASC 842, "Leases". Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company recognized $42 of operating lease right of use assets and operating lease liabilities at January 1, 2019. As of December 31, 2020 and 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, 2020. 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 and warrants that were issued in 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 2020 and 2019, see Note 13p and 13q, respectively. Modifications to the terms of warrants that are classified as equity and remains to be classified in equity after the modification, are accounted for in a similar manner to share-based compensation guidance with respect to modifications. Accordingly, the incremental fair value from the modification (the change in the fair value of the warrant before and after the modification) is recognized in retained earnings as a deemed dividend (e.g., dividends to a particular class of equity holders). 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 year ended December 31, 2020 and 2019, all outstanding warrants, 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, 2020 and 2019, is as follows: Year ended 2020 2019 Numerator: Net loss $ (4,929 ) $ (3,450 ) Add: Loss attributed to preferred stock (*) $ 53 $ 136 Less: Deemed dividend with respect to exercise price adjustment of warrants (Note 13r) $ (390 ) $ - Less: Deemed dividend with respect to right for future investment $ - $ (185 ) Less: Deemed dividend due to down round adjustment $ - $ (267 ) Net loss applicable to stockholders of Common Stock $ (5,266 ) $ (3,766 ) Denominator: Shares of Common Stock used in computing basic and diluted net loss per share 16,669,628 10,519,682 Net loss per share of Common Stock, basic and diluted $ (0.32 ) $ (0.36 ) (*) During the year ended December 31, 2018 the Company issued preferred A stock pursuant to the Purchase Agreement (as defined below). These shares of preferred stock are participating securities. During the years ended December 31, 2020 and 2019 there were no other potentially dilutive instruments. Year ended December 31, 2020 2019 Number of shares: Common shares used in computing basic and diluted loss per share 16,669,628 10,519,682 Preferred Stock and options excluded from the calculations of diluted loss per share 614,763 16,931,097 s. Other comprehensive loss The components of accumulated other comprehensive loss which resulted from foreign currency translation adjustment as of December 31, 2020 and 2019 were as follows: Total Balance at December 31, 2020 $ (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. Forfeitures are 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 the Company 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. Following the adoption of ASU 2018-07 in January 2018, all equity-classified nonemployee share-based payment are accounted for in accordance with the provisions of ASC 718 and accordingly, awards granted during 2019 and 2020 were measured at grant-date fair value of the equity instruments that the Company is obligated to issue. u. Recent Accounting Pronouncements not adopted yet 1. 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 ASU Update 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") ASU Update 2016-13 revised the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. On November 2019, the FASB issued ASU 2019-10, "Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) – Effective Dates," which, among other provisions, the effective date of ASU 2016-13 was amended as follows 1. Public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies (SRCs) as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. 2. All other entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As the Company is eligible to be considered as smaller reporting company, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. 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. 2. ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). The amendments in ASU 2020-06 are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. ASU 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The adoption of this standard is not expected to result in a material impact to the Company's financial statements. v. 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 December 31, 2020, the Company revalued the liability to its fair value with the assistance of an external valuation specialist, pursuant to the Company's estimations and assumptions. The Company has determined that the inputs used in measuring the fair value of the contingent payment obligation fall within Level 3 in the fair value hierarchy which involves significant estimations and assumptions regarding any projected future proceeds fro |
Marketable Equity Securities
Marketable Equity Securities | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE EQUITY SECURITIES | NOTE 3:- MARKETABLE EQUITY SECURITIES a. The Company owned 52,249 ordinary shares of Can-Fite representing approximately 0.04% of Can-Fite’s issued and outstanding share capital as of December 31, 2019. As of December 31, 2019, the investment amounted to $6. During the year ended December 31, 2019 the Company recorded a loss of $26. During 2020 the Company sold all of its Can-Fite ordinary shares for net proceeds of approximately $3. b. As of December 31, 2019 the Company held 25,000 ordinary shares of Cannabics Pharmaceuticals, Inc. (“ Cannabics During the fourth quarter of 2019, the Company sold 2,238,944 shares of Cannabics 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 2019 the Company recorded a loss of $501. c. The Company owns 18,822,533 ordinary shares of Bonus representing approximately 1.9% of Bonus’s issued and outstanding share capital as of December 31, 2020. As of December 31, 2020, the fair value of the investment, based on the quoted market price on TASE, amounts to $2,834 and is presented as Marketable equity securities in the accompanying consolidated balance sheet. During 2020 the Company recorded an income from sale of shares and revaluation of $1,197 with respect to this investment, see also Note 10. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4:- OTHER CURRENT ASSETS December 31, 2020 2019 Prepaid expenses $ 15 $ 92 Governmental authorities 41 26 Other receivable (Note 3c) 10 260 $ 66 $ 378 |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2020 | |
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. The LO2A License Agreement has an initial term of seven years that expires in May 2022, and, unless Wize Israel provides prior notice of at least twelve (12) months terminating the agreement, the LO2A License Agreement renews automatically each year. Wize Israel may terminate the LO2A License Agreement prior to May 2022, subject to certain conditions, including, a 180 days prior notice to Resdevco, and penalty payment of $100,000, depending on the timing of termination. The LO2A License Agreement may also be terminated by either party upon the occurrence of certain other customary termination triggers, including material breaches of the LO2A License Agreement by either party. On May 4, 2020, the Company and Resdevco entered into a further amendment to the License Agreement, whereby the parties agreed, among other things, that if (i) within 3 months after we receive a pre-Investigational New Drug (“IND”) with respect to the LO2A, or (ii) in case of proven inability to receive such Pre-IND as a direct result of the COVID-19, in both cases not later than December 31, 2021, we provide Resdevco with a written termination notice, the License Agreement shall be terminated immediately, and to the extent we exercise such termination right before the end of 2021, no minimum royalty fee shall be due for the year 2022. As of the date of these Financial Statements, the Company had not received FDA approval for LO2A. See Note 10 below regarding the Company’s contingent obligation for the payment of 37% of the future Lo2A proceeds. As of December 31, 2020, the Company has recognized a liability of $250, representing the minimum commitment to pay royalties to Resdevco based on the upcoming January 2021 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, 2020 and 2019, the current liability to pay future royalties amounts to $250 (for additional information and minimum royalties see also Note 6). |
License Purchase Obligation
License Purchase Obligation | 12 Months Ended |
Dec. 31, 2020 | |
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 thereafter annual payments of $475,000 per year, and shall pay Resdevco $650,000 within two years after receipt of FDA approval for eye drops utilizing the licensed technology. b. 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, 2020 2019 Repayment dates: January 1, 2020 $ - $ 250 January 1, 2021 (see to Note 5) 250 - Remaining balance 250 250 Current liability 250 250 Non-current liability - - Total $ 250 $ 250 |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2020 | |
Other Accounts Payable [Abstract] | |
ACCOUNTS PAYABLE | NOTE 7:- ACCOUNTS PAYABLE December 31, 2020 2019 Employees and payroll accruals $ 475 $ 87 Liability to HCW, see Note 10 700 - Accrued expenses 131 278 Trade payables - 4 $ 1,306 $ 369 |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2020 | |
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 extinguished 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. 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 The 2017 Loan amendment was accounted for as an extinguishment. 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 convertible loans outstanding as of that date (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 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 and 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 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: December 31, 2019 Opening balance (including accrued interest) $ 2,635 Amortization of premium related to convertible loans prior to 2018 modification - Amortization of premium related to convertible loans following 2018 modification (641 ) Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – March 2019 modification (1,873 ) Accrued interest on 2017 Loan and 2016 Loan 45 Amount allocated to 2016 Loan and 2017 Loan based on modified terms – March 2019 modification 1,767 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 (1,520 ) Ending balance $ - |
Short Term Loan Payable
Short Term Loan Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SHORT TERM LOAN PAYABLE | NOTE 9:- SHORT TERM LOAN PAYABLE 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 (approximately $247) (the “2020 Loan”), which is presented as a short term loan payable in the consolidated balance sheet. The 2020 Loan bears interest at an annual rate of 5.45%, which is paid in monthly payments. The 2020 Loan has a maturity date of January 15, 2021. 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 all times, the value of all the assets in the OcuWize bank account will not be less than NIS 1,700 (approximately $496). In order to satisfy this requirement, the Company loaned to OcuWize a portion of the Bonus Shares held by it. The 2020 Loan including interest was fully paid on January 14, 2021. |
Significant Transactions
Significant Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Significant Transactions [Abstract] | |
SIGNIFICANT TRANSACTIONS | NOTE 10:- SIGNIFICANT TRANSACTIONS a. 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 to the Company (the "LO2A Shares"), the right to receive 37% of future LO2A Proceeds (if any), which, as more fully defined in the Bonus Exchange Agreement, include 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 were deposited directly into an escrow account (the "Bonus Escrow Account"), of which (i) $500 was paid to Bonus as an advance promptly following execution of the Bonus Purchase Agreement, (ii) $3,200 was 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 was 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 were 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"). 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 release of the remaining escrow amount of $3,700 to the Series B investors upon settlement agreement between the parties, 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 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 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. a. The Bonus/LO2A Transaction 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 Shares. Pursuant to the Bonus Agreements, an additional 28,413,000 Bonus Shares were to be released to the Company upon the Nasdaq Listing and concurrently with the release of the $3,700 from the escrow account to Bonus. 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 2v). On November 29, 2020, the Company entered into an Addendum (the "Addendum") with Bonus, whereby the parties agreed to amend certain provisions of the Bonus Agreements. Under the Addendum, at the Closing, Bonus will issue to the Company ordinary shares of Bonus (the "Bonus Shares"), the total number of which consists of (i) the Milestone Settlement Shares, which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing $500 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50, and (ii) the HCW Settlement Shares (together with the Milestone Settlement Shares, the "Settlement Shares"), which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing $350 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50. In consideration for the Settlement Shares, the Company agreed to make certain amendments to the Bonus Agreements, including the following key modifications: (i) the Company will waive the requirement that Bonus will effect the Nasdaq Listing and, in relation thereto, conduct the Milestone Closing (as defined in the Bonus Agreements), which means that, at the Closing, $3.7 million will be released from an existing escrow account to Bonus, whereas the 28,413,000 Bonus Shares held in such escrow (the "Nasdaq Milestone Shares") will be released to the Company (20% of the shares) and to the Company's former holders of Series B Preferred Stock (the "Former Series B Holders"); (ii) the Company will waive approximately $120 in liquidated damages that accrued as a result of the delay in effecting the Nasdaq Listing; and (iii) Bonus agreed to extend the period for the Company to create, and cause its Israeli subsidiaries 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. The Closing was subject to customary conditions, including obtaining the approval of the Tel-Aviv Stock Exchange ("TASE"), and occurred on December 30, 2020. It should be noted that, in accordance with the Securities Purchase Agreement, dated January 9, 2020 (as amended), by and among the Company and the Former Series B Holders, the Company was required to transfer 80% of the Milestone Settlement Shares and 80% of the Nasdaq Milestone Shares to such investors. In addition, during the period from completion of the Bonus Agreements (February 19, 2020) and through December 31, 2020, the Company recognized financial income from both sales of Bonus marketable securities and revaluation of its remaining investment in Bonus marketable securities as of December 31, 2020, in an amount of $1,197 due to the change in the quoted market price of these shares on TASE. Such amount was presented as part of financial expenses, net. During the year ended December 31, 2020, the Company received cash proceeds of $821 from sales of 5,871,260 of Bonus Shares, which are marketable securities. b. 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 $1.00 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 paid directly 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 was required to remain in an escrow account and, upon the failure of such listing by Bonus by the Milestone End Date, such amount shall be required to be released in its entirety to the Series B investors. This escrow account of $3,700 was presented as restricted deposit in the Company' consolidated balance sheet commencing upon the closing of the transaction and until December 29, 2020, following the Addendum with Bonus described in Note 10a above, and the same amount was reflected as part of the liability with respect to the mandatorily redeemable series B preferred Stock. 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 3. 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 of the Bonus agreements and until the redemption, the Company recognized a loss in an amount of $597, 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 representing an amount of $6,597 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 18,822,533 Bonus Shares, representing approximately 1.61% of the outstanding shares of Bonus. As discussed above, on November 29, 2020, the Company entered into an Addendum (the "Addendum") with Bonus, whereby, among other things, Bonus agreed to issue to the Company's ordinary shares of Bonus (the "Bonus Shares"), the total number of which consists of (i) the Milestone Settlement Shares, which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$500 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50, and (ii) the HCW Settlement Shares (together with the Milestone Settlement Shares, the "Settlement Shares"), which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$350 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50. In consideration for the Settlement Shares, the Company agreed to make certain amendments to the Bonus Agreements, including the following key modifications: (i) the Company will waive the requirement that Bonus will effect the Nasdaq Listing and, in relation thereto, conduct the Milestone Closing, which means that US$3.7 million were released from an existing escrow account to Bonus, whereas the 28,413,000 Bonus Shares held in such escrow (the "Nasdaq Milestone Shares") were released to the Company and to its former holders of Series B Preferred Stock (the "Former Series B Holders"); (ii) the Company will waive approximately US$120 in liquidated damages that accrued as a result of the delay in effecting the Nasdaq Listing; and (iii) Bonus agreed to extend the period for the Company to create, and cause its Israeli subsidiaries to create, certain first priority liens in favor of Bonus to secure obligations under the Bonus Exchange Agreement, including certain related negative covenants. The closing occurred on December 29, 2020. It should be noted that, in accordance with the obligations of the Company to the Former Series B Holders (see below), the Company has transferred 80% of the Milestone Settlement Shares and 80% of the Nasdaq Milestone Shares to such investors. As a result of the transactions above, the Company redeemed all of the outstanding shares of Series B Preferred Stock, and had satisfied its obligation under the Series B Preferred Stock. As a result of the Bonus transaction, the company received an aggregate amount of 119,294,300 Bonus shares, out of which a total number of 93,576,800 Bonus shares were distributes to the holders of Series B Preferred Stock. The below table describes the roll forward of Mandatorily Redeemable Series B liability for the year ended December 31, 2020: December 31, 2020 Opening balance $ - Series B Preferred Stock issued (7,500 ) Loss from initial recognition of mandatorily redeemable Series B Preferred Stock at fair value (3,207 ) Revaluation of mandatorily redeemable Series B Preferred Stock (597 ) Redemption of mandatorily redeemable Series B Preferred Stock with Bonus Shares 7,604 Extinguishment of mandatorily redeemable Series B Preferred Stock by release of escrow account 3,700 Ending balance $ - c. The Cosmos Transaction On December 30, 2020, the Company or "Wize", entered into a Bid Implementation Agreement (the "Bid Agreement") with Cosmos Capital Limited, a digital infrastructure provider based in Sydney, Australia ("Cosmos"), whereby the parties agreed that the Company would commence an off-market takeover offer under applicable Australian laws (the "Offer") to acquire all of the outstanding shares of Cosmos in exchange for common shares of the Company. For more information, about the Cosmos transaction, CVR agreement and PIPE Agreements, see Note 16 below. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 11:- 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 39% 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. 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, 2020. 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 39% 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. b. Tax rates applicable to Wize Israel and OcuWize: 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%. Accordingly, taxable income of the Israeli Subsidiary is subject to the Israeli Corporate tax rate,which was 23% in 2020 and 2019. c. Net operating loss carry forward: As of December 31, 2020, the Company has NOL carry forwards for federal income tax purposes of approximately $7,570. The application of the NOL carry forwards is limited due to IRC section 382 limitation. The annual NOL carry forward (pre-merger, approximately $4,784) is limited to $10.965 per year. The balance as of December 31, 2020 of the NOL carry forwards of approximately $4,786 is available in full. As of December 31, 2020, the Company's subsidiaries, Wize Israel and OcuWize have accumulated losses for tax purposes in the amount of approximately $5,476 and $5,366 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, 2020, 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, 2020 2019 Domestic $ (1,318 ) $ (1,709 ) Foreign (*) (10,842 ) (9,613 ) $ (12,160 ) $ (11,322 ) (*) 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, 2020 2019 Deferred tax assets: Operating loss carry forwards $ 2,899 $ 2,974 Reserves and allowances 5 6 Research and development 261 128 Net deferred tax asset before valuation allowance 3,165 3,108 Valuation allowance (3,165 ) (3,108 ) 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, 2020 and 2019. 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, 2020 2019 Loss before taxes on income, as reported in the statements of comprehensive loss (4,929 ) (3,450 ) Theoretical tax benefit on this loss 1,035 725 Expenses not deductible for tax purposes (52 ) (86 ) Increase in taxes resulting mainly from taxable losses in the reported year for which no net deferred tax assets were recognized (983 ) (639 ) Tax benefit - - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12:- COMMITMENTS AND CONTINGENCIES Agreements 1. Starting November 22, 2020, 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. 2. For the Company’s engagement in a License Agreement to market a drug and amendment to such an agreement, see also Notes 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 ending December 31, 2019 and 2020, the Vendor has not earned any royalties, and the Company has no obligation to pay any royalties. 4. For discussion regarding Bonus transaction, see Note 10 above. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13:- STOCKHOLDERS' EQUITY a. The Common Stock confers upon their holders the right to participate and vote in general shareholder meetings of the Company and to share in the distribution of dividends, if any, declared by the Company, and rights to receive a distribution of assets upon liquidation. b. On February 7, 2019, the Company entered into a joint venture agreement with Cannabics 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. On March 1, 2019, the Company's joint venture agreement with Cannabics became effective. 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 was 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. c. In March 2019, the Company issued 60,000 shares of Common Stock to certain investors in exchange for conversion of 60 shares of Preferred A stock, which was in accordance with the terms of the Purchase Agreement. d. 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. e. On April 23, 2019, the Company's Board appointed Mark Sieczkarek as the Company's Chairman of the Board (the " Chairman Appointment f. 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. g. 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. h. 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 being recognized ratably over the vesting period. On August 11, 2020, the Company's Board of Directors approved the equity grant of 150,000 restricted stock units vesting quarterly over a period of two years to the Chairman of the Board of Directors of the Company, see also note 13p below. On January 6, 2020, April 15, 2020, July 1, 2020 and October 1, 2020 the Company issued 25,300, 25,300, 25,300 and 44,050, respectively, shares to the Chairman pursuant to the agreement above following the vesting of certain portions of the RSUs. The Company recognized $46 during the year ended December 31, 2020 as a share-based expense in connection to the RSU's and options granted. i. In April 2019, Mr. Danenberg purchased directly from Ridge all Ridge's rights under the second convertible loan agreement. j. 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 and $2 during the years ended December 31, 2019 and 2020, respectively as a share-based expense in connection to the RSU's. k. 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. l. On May 19, 2019, the Company granted to one of its directors certain 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. m. 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. n. 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 original terms of these warrants. The difference between the fair value of the warrants and the incremental fair value resulting from the triggering of the above mentioned features was recognized as a deemed dividend and as an increase of the loss applicable to common stockholders in an amount of $15. See also note 13p and 13q below. o. On August 11, 2020, the Company's 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 the Board of Directors of the Company and (ii) 100,000 restricted stock units vesting quarterly over a period of two years to each of the other three non-executive directors. The aggregate fair value of these shares of RSUs at grant date issued was $73, and is being recognized over a period of 2 years following August 11, 2020. The Company recognized $34 during the year ended December 31, 2020, as a share-based expense in connection to the RSU's. p. On December 8, 2020, the Company entered into exchange agreements (the "Exchange Agreements") with certain holders (the "Series A Holders") of 3,000,000 Series A Warrants. Pursuant to the terms of the Exchange Agreements, the Holders agreed to surrender their Warrants for cancellation and received, as consideration for such cancellation, an aggregate of 3,000,000 shares of common stock. The securities issued pursuant to the foregoing are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering and the warrant holders are accredited investors. The difference between the fair value of the warrants before the exchange and the fair value of the shares was recognized as a deemed dividend and as an increase of the loss applicable to common stockholders in an amount of $63. q. On December 24, 2020, the Company entered into an agreement (the "Agreement") with certain holders (the "Series A Holders") representing a majority of the Series A Warrants. Pursuant to the terms of the Agreement, the Company and Series A Holders mutually agreed that the Company would voluntarily reduce the exercise price of the Warrants to $0.001 per share until January 7, 2021, after which such exercise price shall revert back to $0.16 per share. As a result of the adjustment to the exercise price of the Series A Warrants, the exercise price of the warrants issued in November 2017 (the "2017 Warrants"), the placement agent warrants issued in October 2018 (the "2018 Placement Agent Warrants"), the warrants issued to certain lenders in May 2019 (the "May 2019 Warrants"), the warrants issued to certain lenders in November 2019 (the "November 2019 Warrants"), the warrants issued to certain purchasers from the private placement in December 2019 (the "December 2019 Warrants") and certain investment rights issued on January 2017 (the "Investment Rights") were also adjusted to reflect a reduced exercise price of $0.001 per share (collectively, the "Warrant Adjustments"). As a result of the Warrant Adjustments, on December 29, 2020 an aggregate of 13,332,654 shares of common stock were issued as a result of the exercise of such warrants, each on a cashless basis. Among others, such warrant exercises also included warrants beneficially owned by our Chief Executive Officer, Noam Dannenberg. The difference between the fair value of the warrants before and after the adjustment was recognized as a deemed dividend and as an increase of the loss applicable to common stockholders in an amount of $327. r. 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, 2020, the Company has 40,474 shares of Common Stock available for future grant under the 2012 Plan. As of December 31, 2020, 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, 2020, the Company has 2,184,813 shares of Common Stock available for future grant under the 2018 Plan. Through December 31, 2020, 290,222 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 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 $51 and $154 during the year ended December 31, 2020 and 2019, respectively. 2. 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 RSUs. The RSUs 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 $132 and $337 during the year ended December 31, 2020 and 2019 respectively. 3. 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, 2020, all of the options were forfeited. Transactions related to the grant of options to employees and directors under the 2012 Plan during the year ended December 31, 2020 and 2019, were as follows: Year Ended December 31, 2020 Number Weighted Weighted Options outstanding at beginning of year 4,896 $ 190.7 3.86 Granted - - - Forfeited (544 ) $ 216 - Options outstanding and exercisable at end of year 4,352 $ 81.81 3.32 Year Ended December 31, 2019 Number Weighted Weighted 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, 2020 and 2019, were as follows: Year Ended December 31, 2020 Number Weighted Weighted Options outstanding as of December 31, 2019 352,072 $ 2.91 5.72 Granted - - - Forfeited (61,850 ) $ 2.97 - Options outstanding as of December 31, 2020 290,222 $ 2.64 5.84 Options exercisable as of December 31, 2020 255,459 $ 2.56 5.82 Year Ended December 31, 2019 Number Weighted Weighted 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, 2019 181,799 $ 2.75 5.72 At December 31, 2020, there was $3 of total unrecognized compensation cost related to non-vested option grants that is expected to be recognized over a weighted-average period of 0.5 years. The intrinsic value of options outstanding and exercisable at December 31, 2020 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, 2020 | |
Selected Statements of Operations Data [Abstract] | |
SELECTED STATEMENTS OF OPERATIONS DATA | NOTE 14:- SELECTED STATEMENTS OF OPERATIONS DATA a. General and administrative expenses: Year ended December 31, 2020 2019 Overseas travel $ - $ 103 Stock-based compensation 246 688 Rent and office maintenance 51 49 Payroll and benefits 834 470 Professional services and consultation 517 953 Taxes and tolls 67 24 Director salary and insurance 177 183 Others 116 208 $ 2,008 $ 2,678 b. Financial expense, net: Year ended December 31, 2020 2019 Financial income: Income from sale and revaluation of marketable securities 1,197 - Exchange rate gains, net - 15 Gain from completion of milestone closing 847 - Gain from settlement shares 100 - Amortization of premium related to convertible loans $ - 1,257 Total financial income 2,144 1,272 Financial expense: Accrued interest on convertible loans - (45 ) Accrued interest on loans (6 ) - Loss from recognition of mandatorily redeemable Series B Preferred Stock (3,207 ) - Loss from revaluation of contingent obligation with respect to future revenues (435 ) - Revaluation of mandatorily redeemable Series B Preferred Stock (597 ) - Bonus transaction costs (350 ) - Change in the fair value of marketable securities - (527 ) Bank commissions and exchange rates (36 ) (3 ) Loss from extinguishment of convertible loans (Note 8c, 8d, 8e) - (977 ) Total financial expense (4,631 ) (1,552 ) Total financial expense, net $ (2,487 ) $ (280 ) |
Related Parties Balances and Tr
Related Parties Balances and Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 15:- RELATED PARTIES BALANCES AND TRANSACTIONS a. Balances with interested and related parties: December 31, 2020 2019 Other receivables $ - $ 52 Accounts payable $ 439 $ 104 Convertible Loans $ - $ - b. Transactions with interested and related parties: Year ended December 31, 2020 2019 Amounts charged to: General and administrative expenses* $ 1,212 $ 1,140 Finance expenses, net (income) $ - $ (625 ) * Including an amount of $76 with respect to stock-based compensation |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16:- SUBSEQUENT EVENTS The Cosmos Transaction On December 30, 2020, the Company entered into the Bid Agreement with Cosmos, which was subsequently amended on January 18, 2021 for the primary purpose of simplifying the Offer structure. Under the Bid Agreement (as amended), the parties agreed that the Company would commence the Offer, an off-market takeover offer under applicable Australian laws, to acquire all of the Cosmos Shares in exchange for 61.11 Company's shares of common stock for each Cosmos Share, being the Offer Consideration. Under the Bid Agreement, 22.33 Company shares of common stock out of the Offer Consideration will be "Restricted Stock" subject to a Stock Restriction Agreement to be entered into at the Closing Date and 38.78 Company shares of common stock will be "Covered Securities". A Cosmos shareholder who accepts the Offer (an "Accepting Shareholder") will not be permitted to sell or encumber their Restricted Stock until December 31, 2021 (the "Milestone Date"). In addition, an Accepting Shareholders may not exercise voting rights in respect of Restricted Stock from the date of issuance of the Offer Consideration until the Milestone Date. An Accepting Shareholder is entitled to sell or encumber its Covered Securities. However, if (subject to certain limited exceptions) an Accepting Shareholder sells or encumbers any of its Covered Securities before the Milestone Date, the Company has an option to repurchase a pro rata proportion of the Restricted Stock for the lower of $0.0001 and the fair market value of the Restricted Stock. The Restricted Stock (and any dividends thereon) will be held by the Company in escrow for the Accepting Shareholder's benefit until such time as the Restricted Stock is repurchased by Wize or all restrictions thereon lapse. If any Restricted Stock is repurchased under the Company's repurchase option, a pro rata proportion of the dividend on the Restricted Stock shall be retained by the Company. Immediately following the Closing Date, and assuming all of the holders of Cosmos Shares accept the Offer, Cosmos shareholders are expected to own approximately 87.65% of the outstanding common stock of the Company, while the Company's existing stockholders are expected to remain the owners of approximately 10.75% of the outstanding common stock of the Company, each on a fully diluted basis and including warrants to be issued to the Company's financial advisor to the transaction. Pursuant to the Bid Agreement, prior to the Closing Date, the Company will enter into a Contingent Value Rights Agreement (the "CVR Agreement") with Cosmos, certain of the Company's subsidiaries (the "Wize Subsidiaries"), a person designated by the Company prior to the Closing Date as the Holders' Representative (as defined herein), and the Rights Agent (as defined therein). Pursuant to the CVR Agreement, at the Closing Date, each Wize pre-Closing security holder will receive one non-transferable CVR for each outstanding share of common stock of the Company and for each share of common stock of the Company underlying other convertible securities and warrants, held as of 4:01 p.m. Eastern Time on the day immediately before the Effective Time (as defined in the CVR Agreement). Each CVR will represent the right to receive a pro rata share of any consideration that may be received by the Company or the Company Subsidiaries in connection with the Company's existing LO2A business. In particular, CVR holders will be entitled to any consideration (whether cash, stock, assets or otherwise) that the Company or the Company Subsidiaries (or any of its Affiliates or shareholders) receives in connection with an LO2A Transaction, which, as defined in the CVR Agreement, includes (i) a sale of any of the Company Subsidiaries to a third party and/or (ii) the partnering, licensing, sublicensing, distribution, reselling or sale of all or any part of the LO2A Technology or LO2A Products to a third party, less transaction expenses and customary deductions as detailed in the CVR agreement, including a deduction of up to $300,000 that the Company Subsidiaries undertook to incur in the development of the LO2A Technology at the request of the Holders' Representative. The Bid Agreement also contains certain covenants to be performed at or following the Closing Date, including, among others, (i) agreement that the Board of Directors of the Company immediately following the Closing Date will consist, subject to certain exceptions, of three members to be designated by Cosmos and one member to be designated by the Company; (ii) covenants that the Company will seek, following the Closing Date, stockholder approval to be renamed Cosmos Capital, Inc. (or similar name), and to effect a reverse share split of the Company's common stock; (iii) covenants that the Company will establish an incentive compensation program with respect to 40,000,000 shares of its common stock, to be granted promptly following the Closing Date, in the form of performance-based RSUs, performance rights or indeterminate rights based on the performance milestone criteria and allocation set in the Bid Agreement (the "Post-Closing Incentive Plan"), 50% of which are to be granted to personnel specified by the Company prior to the Closing Date and the remainder to be granted to personnel of Cosmos (see also Item 9B below); (iv) an obligation by the Company to terminate or procure the termination of each of the current employment or consulting agreements of the Company with Mr. Mark Sieczkarek, the Chairman of the Company Board of Directors, Mr. Noam Danenberg, the Chief Executive Officer of the Company, Mr. Or Eisenberg, the Chief Financial Officer of the Company, and another part-time employee related to Mr. Danenberg; and (v) an obligation by the Company to use its reasonable commercial efforts to enter into new, part time, consulting agreements with Mr. Danenberg and Mr. Eisenberg in a form to be agreed between the Company and Cosmos. In this respect, it should be noted that the Company, Cosmos and each of Mr. Danenberg and Mr. Eisenberg agreed on the form of such consulting agreements, whereby Mr. Danenberg and Mr. Eisenberg will provide part time consulting services to the Company following the Closing Date for monthly compensation of US$10,000 and US$7,500, respectively. Concurrently with the execution of the Bid Agreement, the Company entered into Securities Purchase Agreements (the "PIPE Agreements") with certain accredited investors (the "PIPE Investors"), including Mr. Noam Danenberg, our CEO. Pursuant to the PIPE Agreements, we agreed to sell to the PIPE Investors, and the PIPE Investors agreed to purchase from us, in a private placement, an aggregate of 25,000,000 shares of common stock for a purchase price of $0.12 per share, or aggregate gross proceeds of $3.0 million, which, in the case of Mr. Danenberg, may be satisfied by waiving outstanding amounts owed by the Company or its subsidiaries to Mr. Danenberg pursuant to his consulting agreement with our subsidiary. On February 1, 2021, we lodged a Bidder's Statement with the Australian Securities and Investments Commission to commence the Offer. On February 15, 2021, Cosmos informed the Company that Cosmos completed the issuance of convertible notes (the "Cosmos Convertible Notes") with an aggregate principal amount of approximately US$21 million to several non-U.S. sophisticated or professional investors (the "Purchasers"). The Cosmos Convertible Notes are unsecured and shall initially be convertible into shares of Cosmos at a conversion price of AU$23.58 per share (equivalent to US$18.16), reflecting a pre-money valuation of Cosmos of approximately US$185 million. The Cosmos Convertible Notes will automatically convert to shares six months after the date of issuance. Cosmos is obligated to pay interest to the Purchasers on the outstanding principal amount of the Cosmos Convertible Notes at the rate of 8% per annum, payable on the conversion date, in cash or, at Cosmos' option, in shares of Cosmos. Redemption of the Cosmos Convertible Notes occurs only if an insolvency event occurs in respect of Cosmos. The Cosmos Convertible Notes also provide that, subject to, among other things, the consummation of the Offer before May 31, 2021, Cosmos will cause the Company to assume the Cosmos Convertible Notes by way of entering into an amended and restate convertible note on substantially the same terms as the Cosmos Convertible Note (the "Wize Convertible Notes"), except that, at such time, they shall be convertible, upon the earlier of six (6) months from the issuance of the Cosmos Convertible Notes and an uplisting of the common stock of the Company to Nasdaq, into shares of common stock of the Company at a conversion price of US$0.339 per share. Cosmos plans to use the proceeds of the Cosmos Convertible Notes for the purchase of additional application-specific integrated circuit (ASIC) mining hardware, modular data centers, associated infrastructure and capital raising costs. February 16, 2021, we announced that the Offer became unconditional and that we plan to consummate the transactions contemplated by the Bid Agreement and the Offer on or about March 9, 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of estimates in preparation of Financial Statements | a. Use of estimates in preparation of 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 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 determining the fair value of the contingent obligation with respect to future revenues and 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 for total gross proceeds of $7,500. 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 2020 2019 2020 2019 USD 1 = NIS 3.215 3.456 (6.9 ) (7.8 ) |
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 December 31 2020 2019 Cash and cash equivalents $ 247 $ 718 Restricted cash deposit 13 41 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 260 $ 759 |
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 earnings. |
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, 2020 and 2019. 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, 2020 and 2019 amounted to $16 and $17, 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, 2020 and 2019, 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 banks in Israel and the U.S. 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) were 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 (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 was 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, 2020, 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. |
Leases | p. Leases: Effective January 1, 2019, the Company accounts for its leases under ASC 842, "Leases". Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company recognized $42 of operating lease right of use assets and operating lease liabilities at January 1, 2019. As of December 31, 2020 and 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, 2020. |
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 and warrants that were issued in 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 2020 and 2019, see Note 13p and 13q, respectively. Modifications to the terms of warrants that are classified as equity and remains to be classified in equity after the modification, are accounted for in a similar manner to share-based compensation guidance with respect to modifications. Accordingly, the incremental fair value from the modification (the change in the fair value of the warrant before and after the modification) is recognized in retained earnings as a deemed dividend (e.g., dividends to a particular class of equity holders). |
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 year ended December 31, 2020 and 2019, all outstanding warrants, 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, 2020 and 2019, is as follows: Year ended 2020 2019 Numerator: Net loss $ (4,929 ) $ (3,450 ) Add: Loss attributed to preferred stock (*) $ 53 $ 136 Less: Deemed dividend with respect to exercise price adjustment of warrants (Note 13r) $ (390 ) $ - Less: Deemed dividend with respect to right for future investment $ - $ (185 ) Less: Deemed dividend due to down round adjustment $ - $ (267 ) Net loss applicable to stockholders of Common Stock $ (5,266 ) $ (3,766 ) Denominator: Shares of Common Stock used in computing basic and diluted net loss per share 16,669,628 10,519,682 Net loss per share of Common Stock, basic and diluted $ (0.32 ) $ (0.36 ) (*) During the year ended December 31, 2018 the Company issued preferred A stock pursuant to the Purchase Agreement (as defined below). These shares of preferred stock are participating securities. During the years ended December 31, 2020 and 2019 there were no other potentially dilutive instruments. Year ended December 31, 2020 2019 Number of shares: Common shares used in computing basic and diluted loss per share 16,669,628 10,519,682 Preferred Stock and options excluded from the calculations of diluted loss per share 614,763 16,931,097 s. Other comprehensive loss The components of accumulated other comprehensive loss which resulted from foreign currency translation adjustment as of December 31, 2020 and 2019 were as follows: Total Balance at December 31, 2020 $ (73 ) Balance at December 31, 2019 $ (73 ) |
Other comprehensive loss | s. Other comprehensive loss The components of accumulated other comprehensive loss which resulted from foreign currency translation adjustment as of December 31, 2020 and 2019 were as follows: Total Balance at December 31, 2020 $ (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. Forfeitures are 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 the Company 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. Following the adoption of ASU 2018-07 in January 2018, all equity-classified nonemployee share-based payment are accounted for in accordance with the provisions of ASC 718 and accordingly, awards granted during 2019 and 2020 were measured at grant-date fair value of the equity instruments that the Company is obligated to issue. |
Recent Accounting Pronouncements not adopted yet | u. Recent Accounting Pronouncements not adopted yet 1. 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 ASU Update 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") ASU Update 2016-13 revised the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. On November 2019, the FASB issued ASU 2019-10, "Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) – Effective Dates," which, among other provisions, the effective date of ASU 2016-13 was amended as follows 1. Public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies (SRCs) as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. 2. All other entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As the Company is eligible to be considered as smaller reporting company, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. 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. 2. ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). The amendments in ASU 2020-06 are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. ASU 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The adoption of this standard is not expected to result in a material impact to the Company's financial statements. |
Contingent obligation with respect to future revenues | v. 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 December 31, 2020, the Company revalued the liability to its fair value with the assistance of an external valuation specialist, pursuant to the Company's estimations and assumptions. The Company has determined that the inputs used in measuring the fair value of the contingent payment obligation fall within Level 3 in the fair value hierarchy which involves significant estimations and assumptions regarding any projected future proceeds from the LO2A, including, among others, the dry eye US market size in 2025 (USD 2.9 Billion), the maximum penetration rate of the product into the U.S. market - 12%, the patent expiration date (2038), the operational profit estimated rate - 26%, the probabilities for FDA phases approvals, and the risk-adjusted rate for discounting future cash flows - 20.3%. The Company has determined that the inputs used in measuring the fair value of the contingent payment obligation fall 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, see Note 10. 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 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 | w. Mandatorily Redeemable Series B Preferred Stock The Company classified its formerly outstanding 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 that equal (i) 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. 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 was 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 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. On November 29, 2020, Wize entered into an Addendum (the "Addendum") with Bonus, whereby, among other things, Bonus agreed to issue to the Company additional ordinary shares of Bonus (the "Bonus Shares", the total number of which consists of (i) the Milestone Settlement Shares, which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$500 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50, and (ii) the HCW Settlement Shares, as defined in note 10a (together with the Milestone Settlement Shares, the "Settlement Shares"), which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$350 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50. In consideration for the Settlement Shares, the Company agreed to make certain amendments to the Bonus Agreements, including the following key modifications: (i) the Company will waive the requirement that Bonus will affect the Nasdaq Listing and, in relation thereto, conduct the Milestone Closing, which means that US$3.7 million were released from an existing escrow account to Bonus, whereas the 28,413,000 Bonus Shares held in such escrow (the "Nasdaq Milestone Shares") were released to the Company and to its former holders of Series B Preferred Stock (the "Former Series B Holders"); (ii) the Company will waive approximately US$120 in liquidated damages that accrued as a result of the delay in effecting the Nasdaq Listing; and (iii) Bonus agreed to extend the period for the Company to create, and cause its Israeli subsidiaries to create, certain first priority liens in favor of Bonus to secure obligations under the Bonus Exchange Agreement, including certain related negative covenants. The closing occurred on December 29, 2020. It should be noted that, in accordance with the obligations of the Company to the Former Series B Holders (see below), the Company has transferred 80% of the Milestone Settlement Shares and 80% of the Nasdaq Milestone Shares to such investors. As of December 31, 2020, the entire balance of the Series B preferred stock was extinguished. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of exchange rate of relevant currencies | As of December 31, % of change 2020 2019 2020 2019 USD 1 = NIS 3.215 3.456 (6.9 ) (7.8 ) |
Schedule of cash and cash equivalents | December 31 December 31 2020 2019 Cash and cash equivalents $ 247 $ 718 Restricted cash deposit 13 41 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 260 $ 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 2020 2019 Numerator: Net loss $ (4,929 ) $ (3,450 ) Add: Loss attributed to preferred stock (*) $ 53 $ 136 Less: Deemed dividend with respect to exercise price adjustment of warrants (Note 13r) $ (390 ) $ - Less: Deemed dividend with respect to right for future investment $ - $ (185 ) Less: Deemed dividend due to down round adjustment $ - $ (267 ) Net loss applicable to stockholders of Common Stock $ (5,266 ) $ (3,766 ) Denominator: Shares of Common Stock used in computing basic and diluted net loss per share 16,669,628 10,519,682 Net loss per share of Common Stock, basic and diluted $ (0.32 ) $ (0.36 ) (*) During the year ended December 31, 2018 the Company issued preferred A stock pursuant to the Purchase Agreement (as defined below). These preferred stock are participating securities. During the years ended December 31, 2020 and 2019 there were no other potentially dilutive instruments. Year ended December 31, 2020 2019 Number of shares: Common shares used in computing basic and diluted loss per share 16,669,628 10,519,682 Preferred Stock and options excluded from the calculations of diluted loss per share 614,763 16,931,097 Total Balance at December 31, 2020 $ (73 ) Balance at December 31, 2019 $ (73 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | December 31, 2020 2019 Prepaid expenses $ 15 $ 92 Governmental authorities 41 26 Other receivable (Note 3c) 10 260 $ 66 $ 378 |
License Purchase Obligation (Ta
License Purchase Obligation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
License Purchase Obligation [Abstract] | |
Schedule of repayment dates of the remaining minimal commitment on the financial liability | As of December 31, 2020 2019 Repayment dates: January 1, 2020 $ - $ 250 January 1, 2021 (see to Note 5) 250 - Remaining balance 250 250 Current liability 250 250 Non-current liability - - Total $ 250 $ 250 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Accounts Payable [Abstract] | |
Schedule of accounts payable | December 31, 2020 2019 Employees and payroll accruals $ 475 $ 87 Liability to HCW, see Note 10 700 - Accrued expenses 131 278 Trade payables - 4 $ 1,306 $ 369 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of 2017 loan and 2016 loan that were amended to be denominated in U.S. dollars instead of NIS | 2017 Loan 2016 Loan Aggregate principal amount $ 822 (*) $ 531 Conversion price per Company's share $ 1.1112 $ 0.9768 Aggregate maximum of Right to Future Investment $ 1,233 (**) $ 797 Exercise price per Company's share of Right to Future Investment $ 1.332 $ 1.308 (*) Principal loan amount of $274 for each of the three 2017 Lenders. (**) Maximum of Right to Future Investment of $411 for each of the three 2017 Lenders. |
Schedule of roll forward of 2017 loan and 2016 loan | December 31, 2019 Opening balance (including accrued interest) $ 2,635 Amortization of premium related to convertible loans prior to 2018 modification - Amortization of premium related to convertible loans following 2018 modification (641 ) Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments – March 2019 modification (1,873 ) Accrued interest on 2017 Loan and 2016 Loan 45 Amount allocated to 2016 Loan and 2017 Loan based on modified terms – March 2019 modification 1,767 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 (1,520 ) Ending balance $ - |
Significant Transactions (Table
Significant Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Significant Transactions [Abstract] | |
Schedule of mandatorily redeemable series B liability | December 31, 2020 Opening balance $ - Series B Preferred Stock issued (7,500 ) Loss from initial recognition of mandatorily redeemable Series B Preferred Stock at fair value (3,207 ) Revaluation of mandatorily redeemable Series B Preferred Stock (597 ) Redemption of mandatorily redeemable Series B Preferred Stock with Bonus Shares 7,604 Extinguishment of mandatorily redeemable Series B Preferred Stock by release of escrow account 3,700 Ending balance $ - |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before taxes on income | December 31, 2020 2019 Domestic $ (1,318 ) $ (1,709 ) Foreign (*) (10,842 ) (9,613 ) $ (12,160 ) $ (11,322 ) (*) Relates to Wize Israel and OcuWize. |
Schedule of deferred income taxes | December 31, 2020 2019 Deferred tax assets: Operating loss carry forwards $ 2,899 $ 2,974 Reserves and allowances 5 6 Research and development 261 128 Net deferred tax asset before valuation allowance 3,165 3,108 Valuation allowance (3,165 ) (3,108 ) Net deferred tax asset $ - $ - |
Schedule of income tax expense or benefit | Year ended December 31, 2020 2019 Loss before taxes on income, as reported in the statements of comprehensive loss (4,929 ) (3,450 ) Theoretical tax benefit on this loss 1,035 725 Expenses not deductible for tax purposes (52 ) (86 ) Increase in taxes resulting mainly from taxable losses in the reported year for which no net deferred tax assets were recognized (983 ) (639 ) Tax benefit - - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
2018 Plan [Member] | |
Schedule of grant of options to employees and directors | Year Ended December 31, 2020 Number Weighted Weighted Options outstanding as of December 31, 2019 352,072 $ 2.91 5.72 Granted - - - Forfeited (61,850 ) $ 2.97 - Options outstanding as of December 31, 2020 290,222 $ 2.64 5.84 Options exercisable as of December 31, 2020 255,459 $ 2.56 5.82 Year Ended December 31, 2019 Number Weighted Weighted 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, 2019 181,799 $ 2.75 5.72 |
2012 Plan [Member] | |
Schedule of grant of options to employees and directors | Year Ended December 31, 2020 Number Weighted Weighted Options outstanding at beginning of year 4,896 $ 190.7 3.86 Granted - - - Forfeited (544 ) $ 216 - Options outstanding and exercisable at end of year 4,352 $ 81.81 3.32 Year Ended December 31, 2019 Number Weighted Weighted 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, 2020 | |
Selected Statements of Operations Data [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31, 2020 2019 Overseas travel $ - $ 103 Stock-based compensation 246 688 Rent and office maintenance 51 49 Payroll and benefits 834 470 Professional services and consultation 517 953 Taxes and tolls 67 24 Director salary and insurance 177 183 Others 116 208 $ 2,008 $ 2,678 |
Schedule of financing expenses net | Year ended December 31, 2020 2019 Financial income: Income from sale and revaluation of marketable securities 1,197 - Exchange rate gains, net - 15 Gain from completion of milestone closing 847 - Gain from settlement shares 100 - Amortization of premium related to convertible loans $ - 1,257 Total financial income 2,144 1,272 Financial expense: Accrued interest on convertible loans - (45 ) Accrued interest on loans (6 ) - Loss from recognition of mandatorily redeemable Series B Preferred Stock (3,207 ) - Loss from revaluation of contingent obligation with respect to future revenues (435 ) - Revaluation of mandatorily redeemable Series B Preferred Stock (597 ) - Bonus transaction costs (350 ) - Change in the fair value of marketable securities - (527 ) Bank commissions and exchange rates (36 ) (3 ) Loss from extinguishment of convertible loans (Note 8c, 8d, 8e) - (977 ) Total financial expense (4,631 ) (1,552 ) Total financial expense, net $ (2,487 ) $ (280 ) |
Related Parties Balances and _2
Related Parties Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of interested and related parties | December 31, 2020 2019 Other receivables $ - $ 52 Accounts payable $ 439 $ 104 Convertible Loans $ - $ - |
Schedule of transactions with interested and related parties | Year ended December 31, 2020 2019 Amounts charged to: General and administrative expenses* $ 1,212 $ 1,140 Finance expenses, net (income) $ - $ (625 ) * Including an amount of $76 with respect to stock-based compensation |
General (Details)
General (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Dec. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 07, 2019 | Dec. 31, 2018 | |
General (Textual) | |||||
Accumulated deficit | $ (39,218) | $ (33,899) | |||
Percentage of future revenue | 37.00% | ||||
Exchange of common stock | 61.11 | ||||
Shareholders outstanding percentage | 87.65% | 50.00% | |||
Percentage of expected ownership remains | 10.75% | ||||
Total stockholders' deficit | $ (4,148) | $ 535 | $ 212 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - ₪ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Currencies | ₪ 3.215 | ₪ 3.456 |
Currencies percentage | (6.90%) | (7.80%) |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 247 | $ 718 |
Restricted cash deposit | 13 | 41 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 260 | $ 759 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) | Dec. 31, 2020 |
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, 2020 | Dec. 31, 2019 | ||
Numerator: | |||
Net loss | $ (4,929) | $ (3,450) | |
Add: Loss attributed to preferred stock | [1] | 53 | 136 |
Less: Deemed dividend with respect to exercise price adjustment of warrants (Note 13r) | (390) | ||
Less: Deemed dividend with respect to right for future investment | (185) | ||
Less: Deemed dividend due to down round adjustment | (267) | ||
Net loss applicable to stockholders of Common Stock | $ (5,266) | $ (3,766) | |
Denominator: | |||
Shares of Common Stock used in computing basic and diluted net loss per share | 16,669,628 | 10,519,682 | |
Net loss per share of Common Stock, basic and diluted | $ (0.32) | $ (0.36) | |
[1] | During the year ended December 31, 2018 the Company issued preferred A stock pursuant to the Purchase Agreement (as defined below). These preferred stock are participating securities. During the years ended December 31, 2020 and 2019 there were no other potentially dilutive instruments. |
Significant Accounting Polici_8
Significant Accounting Policies (Details 4) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares: | ||
Common shares used in computing basic and diluted loss per share | 16,669,628 | 10,519,682 |
Preferred Stock and options excluded from the calculations of diluted loss per share | 614,763 | 16,931,097 |
Significant Accounting Polici_9
Significant Accounting Policies (Details 5) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
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 Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | 13 Months Ended | ||||
Nov. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | Jul. 08, 2020 | Jan. 31, 2020 | Jan. 02, 2019 | |
Significant Accounting Policies (Textual) | |||||||
Operating lease right of use assets and operating lease liabilities | $ 42 | ||||||
Operating lease right of use assets | $ 22 | $ 22 | |||||
Percentage of deposits | 8.33% | ||||||
Severance expense | $ 16 | $ 17 | |||||
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 | ||||||
Aggregate purchase | 7,500 | ||||||
Purchase price per share | $ 1 | ||||||
Least percentage of carrying amount | 10.00% | ||||||
Percentage of debt | 10.00% | ||||||
Percentage of contingent obligation | 37.00% | ||||||
Description of contingent obligation | Including, among others, the dry eye US market size in 2025 (USD 2.9 Billion), the maximum penetration rate of the product into the U.S. market - 12%, the patent expiration date (2038), the operational profit rate - 26%, the probabilities for FDA phases approvals, and the risk-adjusted rate for discounting future cash flows - 20.3%. | ||||||
Bonus agreements percentage | 80.00% | ||||||
Cash dividends received, percentage | 80.00% | ||||||
Description of bonus agreements | (i) the Company will waive the requirement that Bonus will effect the Nasdaq Listing and, in relation thereto, conduct the Milestone Closing (as defined in the Bonus Agreements), which means that, at the Closing, $3.7 million will be released from an existing escrow account to Bonus, whereas the 28,413,000 Bonus Shares held in such escrow (the "Nasdaq Milestone Shares") will be released to the Company (20% of the shares) and to the Company's former holders of Series B Preferred Stock (the "Former Series B Holders"); (ii) the Company will waive approximately $120in liquidated damages that accrued as a result of the delay in effecting the Nasdaq Listing; and (iii) Bonus agreed to extend the period for the Company to create, and cause its Israeli subsidiaries 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. The Closing was subject to customary conditions, including obtaining the approval of the TASE, and occurred on December 30, 2020. It should be noted that, in accordance with the Securities Purchase Agreement, dated January 9, 2020 (as amended), by and among the Company and the Former Series B Holders, the Company was required to transfer 80% of the Milestone Settlement Shares and 80% of the Nasdaq Milestone Shares to such investors. | ||||||
Gross proceeds | $ 7,500 | ||||||
Minimum [Member] | |||||||
Significant Accounting Policies (Textual) | |||||||
Present value of debt instrument percentage | 10.00% | ||||||
Series B Preferred Stock [Member] | |||||||
Significant Accounting Policies (Textual) | |||||||
Number of bonus shares distributed by company | 68,191,200 | ||||||
Redeem Series B Preferred Stock, description | (i) the Milestone Settlement Shares, which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$500 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50, and (ii) the HCW Settlement Shares (together with the Milestone Settlement Shares, the “Settlement Shares”), which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$350 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50. |
Marketable Equity Securities (D
Marketable Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Marketable Equity Securities (Textual) | ||
Ordinary shares investment holding | 18,822,533 | 52,249 |
Percentage of issued and outstanding share capital | 1.90% | 0.04% |
Marketable investment amount | $ 2,834 | $ 6 |
Marketable securities loss | $ 26 | |
Marketable equity, description | The Company sold 2,238,944 shares of Cannabics 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 2019 the Company recorded a loss of $501. | |
Income from sale of shares | 1,197 | |
Net proceeds | 3 | |
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 | |
Net proceeds | $ 260 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 15 | $ 92 |
Governmental authorities | 41 | 26 |
Other receivable (Note 3c) | 10 | 260 |
Other current assets | $ 66 | $ 378 |
License Agreement (Details)
License Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
License Agreement (Textual) | ||||
Percentage of discount rate | 10.00% | |||
Payments for future royalties amounts | $ 150 | $ 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 | |||
Percentage of contingent obligation | 37.00% | |||
Penalty payment | $ 100,000 | |||
Subsequent Event [Member] | ||||
License Agreement (Textual) | ||||
License agreement, description | Representing the minimum commitment to pay royalties based on the upcoming January 2021 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, 2020 | Dec. 31, 2019 |
Repayment dates: | ||
January 1, 2020 | $ 250 | |
January 1, 2021 (see to Note 5) | 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 | |||
Feb. 28, 2019 | Jul. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
License Purchase Obligation (Textual) | ||||
Reduced annual royalties description | The Company and Resdevco agreed that the Company shall pay Resdevco minimum yearly payments of $150,000 per year through 2021, and thereafter 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) | ||||
Minimum commitment amount | $ 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 $150 as an additional liability with respect to the 2018 minimum commitment |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Accounts Payable [Abstract] | ||
Employees and payroll accruals | $ 475 | $ 87 |
Liability to HCW, see Note 10 | 700 | |
Accrued expenses | 131 | 278 |
Trade payables | 4 | |
Total accounts payable | $ 1,306 | $ 369 |
Convertible Loans (Details)
Convertible Loans (Details) - Dec. 31, 2020 - 2017 loan amendment [Member] $ in Thousands | USD ($) | ₪ / shares | |
2017 Loan [Member] | |||
Short-term Debt [Line Items] | |||
Aggregate principal amount | $ | [1] | $ 822 | |
Conversion price per Company's share | ₪ / shares | ₪ 1.1112 | ||
Aggregate maximum of Right to Future Investment | $ | [2] | 1,233 | |
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] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Roll forward of 2017 Loan and 2016 Loan | |
Opening balance (including accrued interest) | $ 2,635 |
Amortization of premium related to convertible loans prior to 2018 modification | |
Amortization of premium related to convertible loans following 2018 modification | (641) |
Derecognition of carrying amount of 2016 Loan and 2017 Loan upon extinguishments - March 2019 modification | (1,873) |
Accrued interest on 2017 Loan and 2016 Loan | 45 |
Amount allocated to 2016 Loan and 2017 Loan based on modified terms - March 2019 modification | 1,767 |
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 | (1,520) |
Ending balance |
Convertible Loans (Details Text
Convertible Loans (Details Textual) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands | Dec. 13, 2019$ / shares | Dec. 21, 2017 | Jan. 15, 2017ILS (₪) | Mar. 20, 2016USD ($)$ / shares | Mar. 20, 2016ILS (₪) | Nov. 29, 2019USD ($) | May 31, 2019USD ($) | Mar. 04, 2019USD ($) | Oct. 19, 2018 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2020₪ / shares | Jan. 15, 2017USD ($)$ / shares | Jan. 15, 2017ILS (₪)₪ / shares | Mar. 20, 2016ILS (₪)₪ / shares |
Convertible Loans (Textual) | |||||||||||||||
Principal amount | |||||||||||||||
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) | ||||||||||||||
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 | ||||||||||||||
2017 Loan [Member] | 2017 loan amendment [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Conversion price | ₪ / shares | ₪ 1.1112 | ||||||||||||||
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 Agreement and Plan of Merger with Bufiduck Ltd., a company formed under the laws of the State of Israel and our wholly owned subsidiary and Wize Israel) 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 Agreement and Plan of Merger with Bufiduck Ltd., a company formed under the laws of the State of Israel and our wholly owned subsidiary and Wize Israel) 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 Shimshon Fisher [Member] | |||||||||||||||
Convertible Loans (Textual) | |||||||||||||||
Principal amount | $ 274 | ||||||||||||||
2017 Loan [Member] | Rimon Gold and Shimshon 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 | ||||||||||||||
Converted debt, description | 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). | ||||||||||||||
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 | ||||||||||||||
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 | ₪ | ₪ 100 | ||||||||||||||
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 the December 2019 Warrants to purchase an aggregate of 5,632,392 shares of Common Stock at an exercise price of $0.27. | ||||||||||||||
Loan amendment, description | The parties also agreed that Rimon Gold's, Ridge'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 the expiration date of Rimon Gold's, Ridge'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 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 | ||||||||||||||
May 2019 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 (through Mobigo, his wholly owned company), 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. |
Short Term Loan Payable (Detail
Short Term Loan Payable (Details) - OcuWize [Member] - 2020 Loan [Member] ₪ in Thousands, $ in Thousands | Jul. 15, 2020USD ($) | Jul. 15, 2020ILS (₪) |
Principal amount | $ | $ 247 | |
Annual rate | 5.45% | 5.45% |
Maturity date | Jan. 15, 2021 | |
Bank account | $ | $ 496 | |
NIS [Member] | ||
Principal amount | ₪ | ₪ 850 | |
Bank account | ₪ | ₪ 1,700 |
Significant Transactions (Detai
Significant Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Transactions [Abstract] | ||
Opening balance | ||
Series B Preferred Stock issued | (7,500) | |
Loss from initial recognition of mandatorily redeemable Series B Preferred Stock at fair value | (3,207) | |
Revaluation of mandatorily redeemable Series B Preferred Stock | 597 | |
Redemption of mandatorily redeemable Series B Preferred Stock with Bonus Shares | 7,604 | |
Extinguishment of mandatorily redeemable Series B Preferred Stock by release of escrow account | 3,700 | |
Ending balance |
Significant Transactions (Det_2
Significant Transactions (Details Textual) $ / shares in Units, $ in Thousands | Jul. 08, 2020 | Jan. 09, 2020USD ($)$ / shares | May 07, 2019shares | Mar. 01, 2019USD ($) | Dec. 29, 2020USD ($) | Nov. 29, 2020shares | Feb. 19, 2020USD ($) | Dec. 20, 2019 | Apr. 29, 2019shares | Mar. 31, 2019shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jan. 09, 2020₪ / shares |
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. | ||||||||||||
Escrow amount | $ 3,700 | ||||||||||||
Number of ordinary shares | shares | 336,000 | 336,000 | 60,000 | ||||||||||
Amount of ordinary shares | $ 765 | $ 765 | |||||||||||
Marketable securities | 1,197 | ||||||||||||
Company recognized a loss | 1,197 | (527) | |||||||||||
Investment in marketable securities | 13,851 | ||||||||||||
Restricted deposit | 3,700 | ||||||||||||
Preferred stock description | The Company elected to redeem all of the Series B Preferred Stock. As a result, the Company distributed 68,191,200 Bonus Shares representing an amount of $6,597 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 18,822,533 Bonus Shares, representing approximately 1.61% of the outstanding shares of Bonus. | ||||||||||||
Received cash proceeds | $ 821 | ||||||||||||
Description of bonus agreements | (i) the Company will waive the requirement that Bonus will effect the Nasdaq Listing and, in relation thereto, conduct the Milestone Closing (as defined in the Bonus Agreements), which means that, at the Closing, $3.7 million will be released from an existing escrow account to Bonus, whereas the 28,413,000 Bonus Shares held in such escrow (the "Nasdaq Milestone Shares") will be released to the Company (20% of the shares) and to the Company's former holders of Series B Preferred Stock (the "Former Series B Holders"); (ii) the Company will waive approximately $120in liquidated damages that accrued as a result of the delay in effecting the Nasdaq Listing; and (iii) Bonus agreed to extend the period for the Company to create, and cause its Israeli subsidiaries 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. The Closing was subject to customary conditions, including obtaining the approval of the TASE, and occurred on December 30, 2020. It should be noted that, in accordance with the Securities Purchase Agreement, dated January 9, 2020 (as amended), by and among the Company and the Former Series B Holders, the Company was required to transfer 80% of the Milestone Settlement Shares and 80% of the Nasdaq Milestone Shares to such investors. | ||||||||||||
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 $1.00 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 paid directly 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 | $ 3,700 | $ 3,700 | ||||||||||
Fair value | $ 10,707 | 10,707 | |||||||||||
Finance expenses | 3,207 | ||||||||||||
Investment of marketable securities percentage | 80.00% | ||||||||||||
Redeem Series B Preferred Stock, description | (i) the Milestone Settlement Shares, which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$500 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50, and (ii) the HCW Settlement Shares (together with the Milestone Settlement Shares, the “Settlement Shares”), which, as defined in the Addendum, means Bonus Shares equal to the quotient obtained by dividing US$350 expressed in NIS (based on the exchange rate set in the Addendum) by NIS 0.50. | ||||||||||||
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 were deposited directly into an escrow account (the "Bonus Escrow Account"), of which (i) $500 was paid to Bonus as an advance promptly following execution of the Bonus Purchase Agreement, (ii) $3,200 was 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 was 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 were 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"). | ||||||||||||
Escrow amount | $ 3,700 | ||||||||||||
Number of ordinary shares | shares | 85,239,000 | ||||||||||||
Additional ordinary shares | shares | 28,413,000 | ||||||||||||
Investment in marketable securities | $ 5,871,260 | ||||||||||||
Loss due to revaluation | 597 | ||||||||||||
Fair value of bonus shares and amount | 8,759 | ||||||||||||
Received cash proceeds | $ 5,059 | ||||||||||||
Bonus Exchange Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||
Purchase agreement, description | 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 | ||||||||||||
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 to the Company (the "LO2A Shares"), the right to receive 37% of future LO2A Proceeds (if any), which, as more fully defined in the Bonus Exchange Agreement, include 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% | ||||||||||||
Amount of ordinary shares | $ 16,400 | ||||||||||||
Bonus Agreements [Member] | NIS [Member] | |||||||||||||
Price per share | ₪ / shares | ₪ 0.50 | ||||||||||||
Bonus Agreements [Member] | Series B Preferred Stock [Member] | |||||||||||||
Bonus transaction | shares | 119,294,300 | ||||||||||||
Bonus shares series B Preferred stock. | shares | 93,576,800 | ||||||||||||
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. | ||||||||||||
Cash of investment | $ 7,500 | ||||||||||||
Settlement Shares [Member] | Series B Preferred Stock [Member] | |||||||||||||
Description of bonus agreements | (i) the Company will waive the requirement that Bonus will effect the Nasdaq Listing and, in relation thereto, conduct the Milestone Closing, which means that US$3.7 million were released from an existing escrow account to Bonus, whereas the 28,413,000 Bonus Shares held in such escrow (the “Nasdaq Milestone Shares”) were released to the Company and to its former holders of Series B Preferred Stock (the “Former Series B Holders”); (ii) the Company will waive approximately US$120 in liquidated damages that accrued as a result of the delay in effecting the Nasdaq Listing; and (iii) Bonus agreed to extend the period for the Company to create, and cause its Israeli subsidiaries to create, certain first priority liens in favor of Bonus to secure obligations under the Bonus Exchange Agreement, including certain related negative covenants. The closing occurred on December 29, 2020. It should be noted that, in accordance with the obligations of the Company to the Former Series B Holders (see below), the Company has transferred 80% of the Milestone Settlement Shares and 80% of the Nasdaq Milestone Shares to such investors. |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Tax Disclosure [Abstract] | |||
Domestic | $ (1,318) | $ (1,709) | |
Foreign | [1] | (10,842) | (9,613) |
Loss before taxes | $ (12,160) | $ (11,322) | |
[1] | Relates to Wize Israel and OcuWize. |
Taxes on Income (Details 1)
Taxes on Income (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Operating loss carry forwards | $ 2,899 | $ 2,974 |
Reserves and allowances | 5 | 6 |
Research and development | 261 | 128 |
Net deferred tax asset before valuation allowance | 3,165 | 3,108 |
Valuation allowance | (3,165) | (3,108) |
Net deferred tax asset |
Taxes on Income (Details 2)
Taxes on Income (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Loss before taxes on income, as reported in the statements of comprehensive loss | $ (4,929) | $ (3,450) |
Theoretical tax benefit on this loss | 1,035 | 725 |
Expenses not deductible for tax purposes | (52) | (86) |
Increase in taxes resulting mainly from taxable losses in the reported year for which no net deferred tax assets were recognized | (983) | (639) |
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, 2020 | 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 39% 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") 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 39% 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 | $ 7,570 | ||||
Tax credit carryforward, description | The annual NOL carry forward (pre-merger, approximately $4,784) is limited to $10.965 per year. | ||||
Operating loss carryforwards, limitations on use | NOL carry forwards of approximately $4,786 is available in full. | ||||
Accumulated losses for tax | $ (73) | $ (73) | |||
OcuWize [Member] | |||||
Taxes on Income (Textual) | |||||
Accumulated losses for tax | 5,366 | ||||
Wize Israel [Member] | |||||
Taxes on Income (Textual) | |||||
Accumulated losses for tax | $ 5,476 | ||||
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, 2020 | 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. | |
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] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options | ||
Options outstanding at beginning of year | 4,896 | 4,896 |
Granted | ||
Forfeited | (544) | |
Options outstanding and exercisable at end of year | 4,352 | 4,896 |
Weighted average exercise price | ||
Options outstanding at beginning of year | $ 190.7 | $ 190.7 |
Granted | ||
Forfeited | 216 | |
Options outstanding and exercisable at end of year | $ 81.81 | $ 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 | 3 years 3 months 26 days | 2 years 10 months 10 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - 2018 Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options | ||
Number of options, Beginning balance | 352,072 | 255,000 |
Number of options, Granted | 153,822 | |
Number of options, Forfeited | (61,850) | (56,750) |
Number of options, Ending balance | 290,222 | 352,072 |
Number of options, Options exercisable | 255,459 | 181,799 |
Weighted average exercise price | ||
Weighted average exercise price, Beginning balance | $ 2.91 | $ 3.68 |
Weighted average exercise price, Granted | 1.55 | |
Weighted average exercise price, Forfeited | 2.97 | 2.69 |
Weighted average exercise price, Ending balance | 2.64 | 2.91 |
Weighted average exercise price, Options exercisable | $ 2.56 | $ 2.75 |
Weighted average remaining contractual life | ||
Weighted average remaining contractual life, Options outstanding | 5 years 8 months 19 days | 5 years 6 months 18 days |
Weighted average remaining contractual life, Granted | 7 years | |
Weighted average remaining contractual life, Options outstanding | 5 years 10 months 3 days | 5 years 8 months 19 days |
Weighted average remaining contractual life, Options exercisable | 5 years 9 months 25 days | 5 years 8 months 19 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2020 | Aug. 11, 2020 | Jul. 18, 2019 | May 19, 2019 | May 15, 2019 | May 14, 2019 | May 07, 2019 | Mar. 01, 2019 | Aug. 15, 2018 | Apr. 04, 2018 | Dec. 20, 2019 | Aug. 20, 2019 | Apr. 29, 2019 | Apr. 18, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2020 | Dec. 24, 2020 | Oct. 01, 2020 | Jul. 01, 2020 | Apr. 15, 2020 | Jan. 31, 2020 | Jan. 06, 2020 | Dec. 13, 2019 | Feb. 07, 2019 |
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stock shares issued | 32,783,495 | 15,873,128 | ||||||||||||||||||||||||||
Issued shares of common stock | 336,000 | 336,000 | 60,000 | |||||||||||||||||||||||||
Common stock value issued for services | $ 3 | $ 18 | ||||||||||||||||||||||||||
Common stock shares issued for services | 6,945 | 45,000 | ||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||
Warrant exercise price | $ 0.16 | |||||||||||||||||||||||||||
Ownership, percentage | 87.65% | 50.00% | ||||||||||||||||||||||||||
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 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Additional paid in capital | $ 765 | $ 35,110 | $ 34,491 | |||||||||||||||||||||||||
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 | $ 46 | ||||||||||||||||||||||||||
Shares issued | 7,500 | |||||||||||||||||||||||||||
Company stock grants to its employee related, description | The Company's 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 the Board of Directors of the Company and (ii) 100,000 restricted stock units vesting quarterly over a period of two years to each of the other three non-executive directors. The aggregate fair value of these shares of RSUs at grant date issued was $73, and is being recognized over a period of 2 years following August 11, 2020. The Company recognized $34 during the year ended December 31, 2020, as a share-based expense in connection to the RSU's. | 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, 2020, all of the options were forfeited. | ||||||||||||||||||||||||||
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 | $ 765 | ||||||||||||||||||||||||||
Loss of change in fair value | 501 | |||||||||||||||||||||||||||
Weighted average period for non vested optons | 6 months | |||||||||||||||||||||||||||
Rimon Gold And Fisher [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stock shares issued | 2,816,196 | |||||||||||||||||||||||||||
Stock issuance to consultant related, description | The Company granted to one of its directors certain 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. | |||||||||||||||||||||||||||
2012 Plan [Member | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common Stock available for future grant | 40,474 | |||||||||||||||||||||||||||
Shares issued | 4,896 | |||||||||||||||||||||||||||
2018 Plan [Member | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stock shares issued | 2,500,000 | 435,053 | ||||||||||||||||||||||||||
Issued shares of common stock | 290,222 | |||||||||||||||||||||||||||
Common Stock available for future grant | 2,184,813 | |||||||||||||||||||||||||||
Unrecognized compensation cost | $ 3 | |||||||||||||||||||||||||||
Share-based expense related to RSU's | $ 132 | 337 | ||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||
Preferred Class A [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Converted instrument shares | 336 | 336 | 60 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stockholders amount | $ 15 | |||||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Conversion price | $ 0.16 | |||||||||||||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||||||||||||
Shares issued | 3,000,000 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
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 options will vest quarterly over a period of 36 months. The Company recognized $51 and $154 during the year ended December 31, 2020 and 2019, respectively. | |||||||||||||||||||||||||||
Common stockholders amount | $ 1 | |||||||||||||||||||||||||||
2012 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stock shares issued | 45,370 | |||||||||||||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||||||||||||
Options exercisable, term | 10 years | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Share-based expense related to RSU's | $ 2 | $ 104 | ||||||||||||||||||||||||||
Shares issued | 44,050 | 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. | 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 $132 and $337 during the year ended December 31, 2020 and 2019 respectively. | |||||||||||||||||||||||||
Company stock grants to its employee related, description | The Company's Board of Directors approved the equity grant of 150,000 restricted stock units vesting quarterly over a period of two years to the Chairman of the Board of Directors of the Company. | 1. To grant to each of Company's four directors 100,000 RSUs. The RSUs 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. | ||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Warrants exercised shares of common stock | 3,000,000 | |||||||||||||||||||||||||||
Warrant, description | The warrants issued to certain purchasers from the private placement in December 2019 (the "December 2019 Warrants") and certain investment rights issued on January 2017 (the "Investment Rights") were also adjusted to reflect a reduced exercise price of $0.001 per share (collectively, the "Warrant Adjustments"). As a result of the Warrant Adjustments, on December 29, 2020 an aggregate of 13,332,654 shares of common stock were issued as a result of the exercise of such warrants, each on a cashless basis. Among others, such warrant exercises also included warrants beneficially owned by our Chief Executive Officer, Noam Dannenberg. The difference between the fair value of the warrants before and after the adjustment was recognized as a deemed dividend and as an increase of the loss applicable to common stockholders in an amount of $327. | |||||||||||||||||||||||||||
Loss of change in fair value | $ 63 |
Selected Statements of Operat_3
Selected Statements of Operations Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | $ 2,008 | $ 2,678 |
Overseas travel [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 103 | |
Stock-based compensation [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 246 | 688 |
Rent and office maintenance [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 51 | 49 |
Payroll and benefits [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 834 | 470 |
Professional services and consultation [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 517 | 953 |
Taxes and tolls [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 67 | 24 |
Director salary and insurance [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | 177 | 183 |
Others [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
General and administrative expenses | $ 116 | $ 208 |
Selected Statements of Operat_4
Selected Statements of Operations Data (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financial income: | ||
Income from sale and revaluation of marketable securities | $ 1,197 | |
Exchange rate gains, net | 15 | |
Gain from completion of milestone closing | 847 | |
Gain from settlement shares | 100 | |
Amortization of premium related to convertible loans | (1,257) | |
Total financial income | 2,144 | 1,272 |
Financial expense: | ||
Accrued interest on convertible loans | 45 | |
Accrued interest on loans | (6) | |
Loss from recognition of mandatorily redeemable Series B Preferred Stock | (3,207) | |
Loss from revaluation of contingent obligation with respect to future revenues | (435) | |
Revaluation of mandatorily redeemable Series B Preferred Stock | (597) | |
Bonus transaction costs | (350) | |
Change in the fair value of marketable securities | 1,197 | (527) |
Bank commissions and exchange rates | (36) | (3) |
Loss from extinguishment of convertible loans (Note 8c,8d,8e) | (977) | |
Total financial expense | (4,631) | (1,552) |
Total financial expense, net | $ (2,487) | $ (280) |
Related Parties Balances and _3
Related Parties Balances and Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Balances with interested and related parties: | ||
Other receivables | $ 52 | |
Accounts payable | 439 | 104 |
Convertible Loans |
Related Parties Balances and _4
Related Parties Balances and Transactions (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Amounts charged to: | |||
General and administrative expenses | [1] | $ 1,212 | $ 1,140 |
Finance expenses, net (income) | $ (625) | ||
[1] | Including an amount of $76 with respect to stock-based compensation |
Related Parties Balances and _5
Related Parties Balances and Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Parties Balances and Transactions (Textual) | ||
Stock based compensation | $ 246 | $ 818 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 30, 2020 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020₪ / shares | Jan. 31, 2020shares | Dec. 31, 2019$ / sharesshares | Feb. 07, 2019 | |
Subsequent Events (Textual) | ||||||
Cosmos transaction, description | (i) agreement that the Board of Directors of The Company immediately following the Closing Date will consist, subject to certain exceptions, of three members to be designated by Cosmos and one member to be designated by The Company; (ii) covenants that The Company will seek, following the Closing Date, stockholder approval to be renamed Cosmos Capital, Inc. (or similar name), and to effect a reverse share split of The Company’s common stock; (iii) covenants that The Company will establish an incentive compensation program with respect to 40,000,000 shares of its common stock, to be granted promptly following the Closing Date, in the form of performance-based RSUs, performance rights or indeterminate rights based on the performance milestone criteria and allocation set in the Bid Agreement (the “Post-Closing Incentive Plan”), 50% of which are to be granted to personnel specified by The Company prior to the Closing Date and the remainder to be granted to personnel of Cosmos (see also Item 9B below); (iv) an obligation by The Company to terminate or procure the termination of each of the current employment or consulting agreements of The Company with Mr. Mark Sieczkarek, the Chairman of The Company Board of Directors, Mr. Noam Danenberg, the Chief Executive Officer of The Company, Mr. Or Eisenberg, the Chief Financial Officer of The Company, and another part-time employee related to Mr. Danenberg; and (v) an obligation by The Company to use its reasonable commercial efforts to enter into new, | |||||
Offer, description | Immediately following the Closing Date, and assuming all of the holders of Cosmos Shares accept the Offer, Cosmos shareholders are expected to own approximately 87.65% of the outstanding common stock of the Company, while the Company's existing stockholders are expected to remain the owners of approximately 10.75% of the outstanding common stock of the Company, each on a fully diluted basis and including warrants to be issued to the Company's financial advisor to the transaction. | |||||
Ownership, percentage | 87.65% | 50.00% | ||||
Aggregate shares | shares | 7,500 | |||||
Preferred stock A, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Preferred stock A, shares issued | shares | 178 | 178 | ||||
Cosmos Convertible Notes [Member] | ||||||
Subsequent Events (Textual) | ||||||
Cosmos transaction, description | On February 15, 2021, Cosmos informed the Company that Cosmos completed the issuance of convertible notes (the "Cosmos Convertible Notes") with an aggregate principal amount of approximately US$21 million to several non-U.S. sophisticated or professional investors (the "Purchasers"). The Cosmos Convertible Notes are unsecured and shall initially be convertible into shares of Cosmos at a conversion price of AU$23.58 per share (equivalent to US$18.16), reflecting a pre-money valuation of Cosmos of approximately US$185 million. The Cosmos Convertible Notes will automatically convert to shares six months after the date of issuance. Cosmos is obligated to pay interest to the Purchasers on the outstanding principal amount of the Cosmos Convertible Notes at the rate of 8% per annum, payable on the conversion date, in cash or, at Cosmos' option, in shares of Cosmos. Redemption of the Cosmos Convertible Notes occurs only if an insolvency event occurs in respect of Cosmos. | |||||
Conversion price | ₪ / shares | ₪ 0.339 | |||||
Minimum [Member] | ||||||
Subsequent Events (Textual) | ||||||
Monthly compensation | $ | $ 7,500 | |||||
Maximum [Member] | ||||||
Subsequent Events (Textual) | ||||||
Monthly compensation | $ | $ 10,000 | |||||
Bid Agreement [Member] | ||||||
Subsequent Events (Textual) | ||||||
Cosmos transaction, description | Under the Bid Agreement (as amended), the parties agreed that the Company would commence the Offer, an off-market takeover offer under applicable Australian laws, to acquire all of the Cosmos Shares in exchange for 61.11 Company's shares of common stock for each Cosmos Share, being the Offer Consideration. | |||||
PIPE Agreements [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock shares issued | shares | 25,000,000 | |||||
Purchase price | $ / shares | $ 0.12 | |||||
Aggregate gross proceeds | $ | $ 3,000 | |||||
Stock Restriction Agreement [Member] | ||||||
Subsequent Events (Textual) | ||||||
Offer, description | Under the Bid Agreement, 22.33 Company shares of common stock out of the Offer Consideration will be “Restricted Stock” subject to a Stock Restriction Agreement to be entered into at the Closing Date and 38.78 Company shares of common stock will be “Covered Securities”. A Cosmos shareholder who accepts the Offer (an “Accepting Shareholder”) will not be permitted to sell or encumber their Restricted Stock until December 31, 2021 (the “Milestone Date”). In addition, an Accepting Shareholders may not exercise voting rights in respect of Restricted Stock from the date of issuance of the Offer Consideration until the Milestone Date. An Accepting Shareholder is entitled to sell or encumber its Covered Securities. However, if (subject to certain limited exceptions) an Accepting Shareholder sells or encumbers any of its Covered Securities before the Milestone Date, the Company has an option to repurchase a pro rata proportion of the Restricted Stock for the lower of $0.0001 and the fair market value of the Restricted Stock. The Restricted Stock (and any dividends thereon) will be held by the Company in escrow for the Accepting Shareholder’s benefit until such time as the Restricted Stock is repurchased by Wize or all restrictions thereon lapse. If any Restricted Stock is repurchased under the Company’s repurchase option, a pro rata proportion of the dividend on the Restricted Stock shall be retained by the Company. | |||||
CVR Agreement [Member] | ||||||
Subsequent Events (Textual) | ||||||
Cosmos transaction, description | Pursuant to the Bid Agreement, prior to the Closing Date, the Company will enter into a Contingent Value Rights Agreement (the "CVR Agreement") with Cosmos, certain of the Company's subsidiaries (the "Wize Subsidiaries"), a person designated by the Company prior to the Closing Date as the Holders' Representative (as defined herein), and the Rights Agent (as defined therein). Pursuant to the CVR Agreement, at the Closing Date, each Wize pre-Closing security holder will receive one non-transferable CVR for each outstanding share of common stock of the Company and for each share of common stock of the Company underlying other convertible securities and warrants, held as of 4:01 p.m. Eastern Time on the day immediately before the Effective Time (as defined in the CVR Agreement). Each CVR will represent the right to receive a pro rata share of any consideration that may be received by the Company or the Company Subsidiaries in connection with the Company's existing LO2A business. In particular, CVR holders will be entitled to any consideration (whether cash, stock, assets or otherwise) that the Company or the Company Subsidiaries (or any of its Affiliates or shareholders) receives in connection with an LO2A Transaction, which, as defined in the CVR Agreement, includes (i) a sale of any of the Company Subsidiaries to a third party and/or (ii) the partnering, licensing, sublicensing, distribution, reselling or sale of all or any part of the LO2A Technology or LO2A Products to a third party, less transaction expenses and customary deductions as detailed in the CVR agreement, including a deduction of up to $300,000 that the Company Subsidiaries undertook to incur in the development of the LO2A Technology at the request of the Holders' Representative. |