Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 22, 2019 | Jun. 29, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | OWC Pharmaceutical Research Corp. | ||
Entity Central Index Key | 0001431934 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 34,000 | ||
Entity Common Stock, Shares Outstanding | 175,905,975 | ||
Trading Symbol | OWCP | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 3,464 | $ 971 |
Other current assets | 52 | 74 |
Total current assets | 3,516 | 1,045 |
Property and equipment, net (Note 3) | 37 | 16 |
Total Assets | 3,553 | 1,061 |
Current liabilities: | ||
Accounts payable | 98 | 37 |
Other current liabilities | 240 | 133 |
Deferred revenues (Note 4A1) | 100 | 100 |
Total current liabilities | 438 | 270 |
Non-current liabilities | ||
Liability related to shares to be issued (Note 4B3) | 725 | |
Liability related to warrants to purchase Common Stock (Note 5C) | 1,475 | |
Bifurcated embedded derivative, at fair value (Note 5 C) | 8,129 | |
Total liabilities | 10,767 | 270 |
Commitments and Contingencies (Note 4) | ||
Series A Convertible Preferred Stock (Note 5C): | ||
Series A Convertible Preferred Stock, $0.00001 par value; 20,000,000 shares authorized at December 31, 2018 and 2017; 490 and 0 shares issued and outstanding at December 31, 2018 and 2017, respectively; Aggregate liquidation preference $5,880 at December 31, 2018. | 2,226 | |
Stockholders' Equity (Deficit) (Note 5): | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized at December 31, 2018 and 2017; 150,207,393 and 147,758,908 shares issued and outstanding at December 31, 2018 and 2017, respectively | 2 | 2 |
Additional paid-in capital | 18,137 | 16,169 |
Services receivable | (121) | (525) |
Common stock subscriptions receivable | (239) | (344) |
Accumulated deficit | (27,222) | (14,517) |
Accumulated other comprehensive income | 3 | 6 |
Total stockholders' equity (deficit) | (9,440) | 791 |
Total Liabilities, Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) | $ 3,553 | $ 1,061 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.00001 | $ 0.00001 |
Series A convertible preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Series A convertible preferred stock, shares issued | 490 | 0 |
Series A convertible preferred stock, shares outstanding | 490 | 0 |
Series A convertible preferred stock, liquidation preference | $ 5,880 | |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 150,207,393 | 147,758,908 |
Common stock, shares outstanding | 150,207,393 | 147,758,908 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Operating expenses: | |||
Research and development | $ 712 | $ 441 | |
General and administrative (Note 6) | 2,859 | 4,113 | |
Expense related to settlement agreement (Note 4B3) | 725 | ||
Total operating expenses | 4,296 | 4,554 | |
Other expenses (income): | |||
Issuance costs related to issued Warrants and identified bifurcated embedded derivative through April 2018 PIPE (Note 5C) | 823 | ||
Revaluation of liability related to warrants to purchase common stock (Note 5C) | (2,125) | ||
Revaluation of bifurcated embedded derivative (Note 5C) | 7,261 | ||
Other finance expenses, net | 3 | 5 | |
Net loss | (10,258) | (4,559) | |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (3) | [1] | |
Comprehensive loss | (10,261) | (4,559) | |
Dividend on Series A Convertible Preferred Stock (Note 5B) | (179) | ||
Accretion of Series A Convertible Preferred Stock to redemption value (Note 5C) | (2,268) | ||
Net loss attributable to common stockholders | $ (12,705) | $ (4,559) | |
Basic and diluted per share amounts: | |||
Basic and diluted net loss | $ (0.09) | $ (0.03) | |
Weighted average shares outstanding (basic and diluted) | 148,066,387 | 145,203,738 | |
[1] | Representing an amount lower than $1. |
Consolidated Statements of Chan
Consolidated Statements of Changes In Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Services Receivable [Member] | Common Stock Subscriptions Receivable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total | |||||
Balance at Dec. 31, 2016 | $ 1 | $ 11,039 | $ (592) | $ (395) | $ (9,958) | $ 6 | $ 101 | ||||||
Balance, shares at Dec. 31, 2016 | 139,447,782 | ||||||||||||
Stock-based compensation | [1] | 2,050 | 2,050 | ||||||||||
Stock-based compensation, shares | 100,000 | ||||||||||||
Financial instruments issued for services to be received | [1] | 1,187 | (1,187) | ||||||||||
Financial instruments issued for services to be received, shares | 1,166,127 | ||||||||||||
Amortization of services receivable | [1] | 1,254 | 1,254 | ||||||||||
Common stock issued upon exercise of warrants (Note 5G1) | [1] | 225 | 225 | ||||||||||
Common stock issued upon exercise of warrants (Note 5G1), shares | 1,750,642 | ||||||||||||
Common stock issued upon exercise of options and warrants on cashless basis (Notes 5G2-5G4) | [1] | [1] | [1] | ||||||||||
Common stock issued upon exercise of options and warrants on cashless basis (Notes 5G2-5G4), shares | 890,719 | ||||||||||||
Payments received on subscriptions receivable (Note 5E) | 51 | 51 | |||||||||||
Common stock issued for cash @$0.13 together with detachable warrants (Note 5D1) | [1] | 118 | 118 | ||||||||||
Common stock issued for cash @$0.13 together with detachable warrants (Note 5D1), shares | 904,924 | ||||||||||||
Common stock issued for cash @$0.17 together with detachable warrants (Note 5D2) | [1] | 100 | 100 | ||||||||||
Common stock issued for cash @$0.17 together with detachable warrants (Note 5D2), shares | 588,237 | ||||||||||||
Common stock issued for cash @$0.25 together with detachable warrants (Note 5D3) | [1] | 130 | 130 | ||||||||||
Common stock issued for cash @$0.25 together with detachable warrants (Note 5D3), shares | 520,000 | ||||||||||||
Common stock issued for cash @$0.50 together with detachable warrants (Note 5D4) | [1] | 884 | 884 | ||||||||||
Common stock issued for cash @$0.50 together with detachable warrants (Note 5D4), shares | 1,767,250 | ||||||||||||
Common stock issued for cash @$0.70 together with detachable warrants (Note 5D5) | [1] | 436 | 436 | ||||||||||
Common stock issued for cash @$0.70 together with detachable warrants (Note 5D5), shares | 623,227 | ||||||||||||
Other comprehensive income (loss) | [1] | [1] | |||||||||||
Net loss | (4,559) | (4,559) | |||||||||||
Balance at Dec. 31, 2017 | $ 2 | 16,169 | (525) | (344) | (14,517) | 6 | 791 | ||||||
Balance, shares at Dec. 31, 2017 | 147,758,908 | ||||||||||||
Stock-based compensation | 814 | 814 | |||||||||||
Stock-based compensation, shares | |||||||||||||
Amortization of services receivable | 404 | 404 | |||||||||||
Payments received on subscriptions receivable (Note 5E) | 105 | 105 | |||||||||||
Issuance of Series A convertible preferred stock, net of fair value of bifurcated embedded derivative, fair value of detachable warrants and beneficial conversion feature on Series A Convertible Preferred Stock, net of issuance costs (Note 5C) | [1] | [1] | |||||||||||
Issuance of Series A convertible preferred stock, net of fair value of bifurcated embedded derivative, fair value of detachable warrants and beneficial conversion feature on Series A Convertible Preferred Stock, net of issuance costs (Note 5C), shares | 500 | ||||||||||||
Beneficial Conversion Feature on Series A Convertible Preferred Stock (Note 5C) | 773 | 773 | |||||||||||
Dividend on Series A Convertible Preferred Stock (Notes 5B-5C) | [1] | $ 179 | (179) | ||||||||||
Dividend on Series A Convertible Preferred Stock (Notes 5B-5C), shares | 801,230 | ||||||||||||
Accretion of Series A Convertible Preferred Stock to redemption value (Note 5C) | $ 2,268 | (2,268) | (2,268) | ||||||||||
Partial conversion of Series A Convertible Preferred Stock into common stock (Notes 5B-5C) | $ (42) | [1] | 202 | 202 | |||||||||
Partial conversion of Series A Convertible Preferred Stock into common stock (Notes 5B-5C), shares | (10) | 1,647,255 | |||||||||||
Other comprehensive income (loss) | (3) | (3) | |||||||||||
Net loss | (10,258) | (10,258) | |||||||||||
Balance at Dec. 31, 2018 | $ 2,226 | $ 2 | $ 18,137 | $ (121) | $ (239) | $ (27,222) | $ 3 | $ (9,440) | |||||
Balance, shares at Dec. 31, 2018 | 490 | 150,207,393 | |||||||||||
[1] | Representing an amount lower than $1. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes In Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2017$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Cash with detachable warrants, share per price value | $ 0.13 |
Cash with detachable warrants one, share per price value | 0.17 |
Cash with detachable warrants two, share per price value | 0.25 |
Cash with detachable warrants three, share per price value | 0.50 |
Cash with detachable warrants four, share per price value | $ 0.70 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash flows from operating activities: | |||
Net loss | $ (10,258) | $ (4,559) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation of property and equipment | 7 | 8 | |
Stock-based compensation | 814 | 2,050 | |
Amortization of services receivable | 404 | 1,254 | |
Direct and incremental issuance costs related to April 2018 PIPE transaction paid with Warrants (Note 5C) | 483 | ||
Revaluation of liability related to warrants to purchase common stock (Note 5C) | (2,125) | ||
Revaluation of bifurcated embedded derivative (Note 5C) | 7,261 | ||
Exchange differences on principal of nonrecourse loan | [1] | ||
Liability related to shares to be issued | 725 | ||
Changes in assets and liabilities: | |||
(Increase) decrease in other current assets | 22 | (64) | |
Increase in accounts payable | 61 | 32 | |
Increase in other current liabilities | 107 | 93 | |
Cash used in operating activities | (2,499) | (1,186) | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (28) | (10) | |
Cash used in investing activities | (28) | (10) | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock and warrants (Note 5D) | 1,668 | ||
Proceeds from payments received on stock subscriptions (Note 5E) | 105 | 51 | |
Proceeds from exercise of warrants into common stock (Note 5G) | 225 | ||
Proceeds from issuance of Series A convertible preferred stock, bifurcated embedded derivative and detachable warrants, net of issuance costs (Note 5C) | 4,918 | ||
Proceeds from debt borrowings, net of issuance expenses | 50 | ||
Payment of non-recourse loan | (300) | ||
Cash provided by financing activities | 5,023 | 1,694 | |
Foreign currency translation adjustments on cash and cash equivalents | (3) | [1] | |
Change in cash and cash equivalents | 2,493 | 498 | |
Balance of cash and cash equivalents at beginning of year | 971 | 473 | |
Balance of cash and cash equivalents at end of year | 3,464 | 971 | |
Supplementary information on financing activities not involving cash flows: | |||
Beneficial Conversion Feature on Series A Convertible Preferred Stock (Note 5C) | 773 | ||
Dividend on Series A Convertible Preferred Stock paid in common stock and accrued (Note 5B) | 179 | ||
Accretion of Series A Convertible Preferred Stock to redemption value (Note 5B) | 2,268 | ||
Direct and incremental issuance costs related to April 2018 PIPE transaction paid in Warrants (Note 5C) | 117 | ||
Partial conversion of shares of Series A Convertible Preferred Stock into shares of common stock (Note 5C) | $ 202 | ||
[1] | Representing an amount lower than $1. |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 - GENERAL A. Organizational Background OWC Pharmaceutical Research Corp. (“OWCP” or the “Company”) is a Delaware corporation and was incorporated under the laws of the State of Delaware on March 7, 2008. The Company is a medical cannabis-based research and development business that applies conventional pharmaceutical research protocols and disciplines to the field of medical cannabis with the objective of establishing a leadership position in the research and development of medical cannabis therapies, products and delivery technologies. The Company is currently engaged in the research and development of cannabis-based medical products (the “Product Prospects”) for the treatment of multiple myeloma, psoriasis, chronic pain syndromes, fibromyalgia PTSD that will utilize unique delivery systems. These Product Prospects include a cannabis-based topical ointment, cannabis sublingual disintegrating tablet and advanced Nasal delivery. The accompanying consolidated financial statements of OWCP and its wholly owned subsidiary One World Cannabis, Ltd. (“OWC”) were prepared from the accounts of the Company under the accrual basis of accounting. B. Liquidity and Going Concern The development and commercialization of the Company’s product is expected to require substantial expenditures. The Company has not yet generated revenues from operations and therefore, it is dependent upon external sources for financing its planned operations. As of December 31, 2018, the Company has an accumulated deficit of $27,222. In addition, in each year since its inception the Company reported losses and negative cash flows from operating activities. Moreover, the Company is not in compliance with the Equity Conditions (as defined in the Series A Certificate of Designation) and therefore the Purchaser in the April 2018 PIPE transaction (as discussed below) can elect to redeem its outstanding Series A Convertible Preferred Stock in a cash amount that will not allow the Company to maintain its operation for the next 12-month period (see also Note 5C). 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 the Company generates sufficient revenues to fund its operations (if ever), the Company plans to finance its operations through the sale of equity or equity-linked securities and/or debt securities and, to the extent available, short-term and long-term loans. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations as a going concern. As further discussed in Note 5C, on April 30, 2018, the Company entered into and consummated a Securities Purchase Agreement with a new investor, pursuant to which, the Company issued (i) 500 shares of Preferred Stock designated as Series A Convertible Preferred Stock that are convertible into 25,000,000 shares of common stock and (ii) Warrants that are eligible for conversion into 12,500,000 shares of common stock for an aggregate gross purchase price of $5,000. In addition, during the year ended December 31, 2018, the Company received $105 through payment of stock subscriptions (see also Note 5E). During the year ended December 31, 2017, the Company raised a total net amount of $1,668 from issuance of units that included Common Stock and detachable warrants (see also Note 5D). In addition, during the year ended December 31, 2017, the Company received $225 through the exercise of warrants (see also Note 5G1) and $51 through payment of stock subscriptions (see also Note 5E). Moreover, the Company also received $50 in proceeds from a non-recourse loan (in addition to an amount of $250 received in 2016) that resulted in a balance of $300, all of which was repaid in cash during the year ended December 31, 2017. C. Risk Factors As described in the above paragraph, the Company has a limited operating history and faces a number of risks and uncertainties, including risks and uncertainties regarding continuation of the development process, demand and market acceptance of the Company’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Company’s future results and the availability of necessary financing. In addition, the Company expects to continue incurring significant operating costs and losses in connection with the development and marketing of its products. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of Presentation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). B. Principles of Consolidation The financial statements include the accounts of OWCP and OWC. All significant inter-company balances and transactions have been eliminated. C. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to (1) stock-based compensation related to employee and non-employee awards; (2) identification of financial instruments in liabilities, equity and mezzanine transactions and proper classification and measurement of financial instruments; (3) evaluation of going concern; and (4) contingencies. D. Functional Currency The functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters”, balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of comprehensive loss, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are presented within financing income or expenses. The operations of the Non-U.S. entity (OWC) are conducted in New Israeli Shekels (NIS), its local currency. Accordingly, NIS is its functional currency. Results of operations for non-U.S. dollar functional currency entities are translated into U.S. dollars using the actual action date currency rate. Assets and liabilities are translated using currency rates at period end. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders’ equity (deficit). E. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. F. Property and Equipment 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. G. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets including property and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on The Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. During the years ended December 31, 2018 and 2017, loss from impairment has not been recognized. H. Series A Convertible Preferred Stock The Company classified its Series A Convertible Preferred Stock as mezzanine equity, between Stockholders’ Equity (Deficit) and current and non-current liabilities because certain features of the Company’s Certificate of Designation could require redemption of some or all classes of such Series A Convertible Preferred Stock upon events that are considered not solely within the control of the Company. Upon initial recognition, the Series A Convertible Preferred Stock that was issued together with detachable Warrants to purchase Common Stock and identified bifurcated embedded derivative (originally classified as a financial liability) were measured based on the “residual approach” and were presented net of the direct issuance expenses that were allocated to them. Further, the Company has considered the provisions of ASC 815-15, “Derivatives and Hedging - Embedded Derivatives” (“ASC 815-15”) and determined that the embedded conversion feature of the Series A Convertible Preferred Stock is eligible to be considered as clearly and closely related to the host debt instrument, and accordingly, it should not be separated from the host instrument. The Company applied ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”), which clarifies the accounting for instruments with the Beneficial Conversion Feature ("BCF") or contingently adjustable conversion ratios. Pursuant to this guidance, the amount of the BCF with respect to the Series A Convertible Preferred Stock at the commitment date, was based on the effective conversion price which was calculated by dividing the proceeds allocated to the convertible preferred stock by the number of common shares into which it is convertible. The intrinsic value of the conversion option with respect to the Series A Convertible Preferred Stock was recorded at the Initial Date (as defined below) as a discount on the Series A Convertible Preferred Stock with a corresponding amount credited directly to Stockholders' Equity (Deficit) as additional paid-in capital. However, as such amount was determined to be greater than the amount of the proceeds originally allocated to the Series A Convertible Preferred Stock, the amount of the discount assigned to the BCF was limited to the amount of the proceeds allocated. Subsequently, the discount on the Series A Convertible Preferred Stock is amortized as accretion to the redemption value of the Series A Convertible Preferred Stock deemed dividend by using a straight-line method over the period from the issuance to the earliest redemption date of the Series A Convertible Preferred Stock. I. Warrants to purchase Common Stock: The Company accounts for warrants to purchase shares of its Common Stock, held by Purchaser and Newbridge, that include a fundamental transaction feature pursuant to which such warrants could be required to be settled in cash, as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company measures the warrants upon initial recognition and on subsequent periods at fair value by using the Black-Scholes-Merton pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in a separate line in the Company’s statement of comprehensive loss. Direct issuance expenses that were allocated to the Warrants were expensed as incurred. Warrants that were issued by the Company for certain service providers are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, contingently exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. Fully vested and nonforfeitable warrants that meet these criteria are initially recorded at their grant date fair value and are not subsequently re-measured. J. Bifurcated embedded derivatives The Company has determined that certain embedded derivatives should be separately accounted for pursuant to the provisions of ASC 815-15 “Derivatives and Hedging - Embedded Derivatives” (ASC 815-15). Such bifurcated embedded derivatives are measured at fair value by using Monte-Carlo pricing model upon issuance and at each reporting period until they are exercised or expired, with changes in fair value being recognized in a separate line in the Company’s statement of comprehensive loss. Direct issuance expenses that were allocated to the bifurcated embedded derivatives were expensed as incurred. K. Unit issuance and allocation of issuance costs When multiple instruments are issued in a single transaction (unit issuance), the total proceeds from the transaction are allocated among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments and the subsequent measurement basis for those instruments. After allocating the proceeds among the freestanding instruments (i.e., warrant liability and preferred share), the proceeds are further allocated between the host components (such as the preferred share) and any bifurcated derivatives. Bifurcated derivatives, if any are initially recognized at fair value and the residual value is allocated to the host component. The allocation of issuance costs to freestanding instruments and between host components and bifurcated derivatives is based on the relative values of such instruments and components. Issuance costs allocated to the warrant liability and to bifurcated derivatives were immediately expensed, as discussed above. Issuance costs allocated to the preferred shares host component classified as mezzanine equity are recorded as a reduction of the share balance and accreted up to redemption value. L. Stock-Based Compensation The Company accounts for stock-based compensation to employees in accordance with ASC 718, Compensation - Stock Compensation Stock-based compensation awarded to non-employees is accounted for in accordance with ASC 505-50, “ Equity-Based Payments to Non-Employees M. Fair Value of Financial Instruments ASC 825, “Financial Instruments” (ASC 825), requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and unrecognized on the balance sheet, for which it is practicable to estimate fair value. ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between market participants. At December 31, 2018 and 2017, the carrying value of cash and cash equivalents, other current assets, accounts payable and other current liabilities approximate fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. Other financial instruments such as liability related to shares to be issued, liability related to warrants to purchase Common Stock and bifurcated embedded derivatives are measured periodically at fair value (see also Note 5C). N. Fair Value Measurement The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Level 2 ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2018 and 2017, there were no transfers of financial assets or financial liabilities between the hierarchy levels. As of December 31, 2018, the Warrants to purchase Common Stock and bifurcated embedded derivative related to optional conversion feature upon Trigger Event (see also Note 5C) were measured at fair value on a recurring basis primarily using Level 3 inputs. O. Loss per Share of Common Stock The Company computes net loss per share in accordance with ASC 260, “Earnings per share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, net of the weighted average number of treasury shares (if any). Securities that may participate in dividends with the common stock (such as the Series A convertible Preferred Stock) are considered in the computation of basic income per share using the two-class method. However, in periods of net loss, participating securities are included only if the holders of such securities have a contractual obligation to share the losses of the Company. Accordingly, the outstanding Series A Convertible Preferred Stock, which was issued on April 30, 2018 was excluded from the computation of the net loss per share for the year ended December 31, 2018. Diluted loss per common share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of stock options, certain stock warrants and restricted stock awards issued under the Company’s stock incentive plans and their potential dilutive effect is considered using the treasury method, and of the Series A convertible Preferred Stock, certain stock warrants and identified bifurcated embedded derivative which their potential dilutive effect is considered using the “if-converted method”. As of December 31, 2018, diluted loss per share excludes the impact of the total weighted average number of shares related to the outstanding stock options, stock warrants, Series A convertible Preferred Stock and bifurcated embedded derivative related to the Series A convertible Preferred Stock were 61,101,136 as the effect of their inclusion would be anti-dilutive. As of December 31, 2017, diluted loss per share excludes the impact of the total weighted average number of shares related to the outstanding stock options and stock warrants were 30,342,308 shares as the effect of their inclusion would be anti-dilutive. P. Liability for Employee Rights upon Retirement OWC’s liability for severance pay is pursuant to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which all OWC’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release OWC from any future severance payments in respect of those employees. 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, 2018, and 2017 amounted to $19 and $9, respectively. Q. Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences 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 accounts for uncertain tax positions in accordance with ASC 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items during the years ended December 31, 2018 and 2017 and did not recognize any liability with respect to unrecognized tax position in its balance sheets. R. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Company will determine revenue recognition through the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. A contract with a customer exists when all of the following criteria are met: the parties to the contract have approved it (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Revenues will be recognized when, or as, control of services or products is transferred to the customers at a point in time or over time, as applicable to each performance obligation. Revenues will be recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer, excluding amounts collected on behalf of other third parties and sales taxes. Deferred revenue will include amounts received with respect to consultation services not yet recognized as revenues. Such revenues will be deferred and recognized on a straight-line basis over the service period or when services are provided, as applicable to the contract. As the Company has not yet generated any operating revenues, the adoption of ASC 606 had no impact on the accompanying consolidated financial statements. S. Research and Development Expenses Research and development expenses are charged to the statement of comprehensive loss as incurred. T. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with major banks in Israel and the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. U. Legal and other Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. V. Reclassification Certain amount in prior year consolidated balance sheets has been reclassified from account payables to other current liabilities in total amount of $28 to conform to the current year presentation. W. Recent Accounting Pronouncements Adopted 1. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (Topic 842) "Leases". Topic 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases". Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. In July 2018, the FASB issued amendments in ASU 2018-11, which provide a transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to change the date of initial application to the beginning of the earliest comparative period presented, or retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company believes that this new guidance will have no material impact on the Company’s consolidated financial statements. 2. Commencing January 1, 2018, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. As the Company does not have any restricted cash, adoption of this guidance had no impact on the Company’s consolidated financial statements. 3. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation”. The amendment provides guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting. The guidance became effective for the fiscal year beginning on January 1, 2018, including interim periods within that year. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. 4. In July 2017, the FASB issued ASU 2017-11, “Earnings per share: I. Accounting for Certain Financial Instruments with Down Round Features”, which allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company early adopted this guidance in connection with the down round feature within the embedded optional conversion feature of the preferred stock, as discussed in Note 5C. 5. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures, if any. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 3 - PROPERTY AND EQUIPMENT, NET US dollars December 31, 2018 2017 Furniture and office equipment 21 6 Computers 41 31 Photography 7 7 Machinery 4 1 73 45 Less - accumulated depreciation (36 ) (29 ) 37 16 During the years ended December 31, 2018 and 2017, depreciation expenses amounted to $7 and $8, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4 - COMMITMENTS AND CONTINGENCIES A. Commitments 1. On October 11, 2015, OWC entered into a memorandum of understanding with Medmar LLC ("Medmar") for the purpose of granting an exclusive, non-transferable, royalty-bearing license, to manufacture, produce, publicize, promote and market the licensed products described therein in the State of Hawaii and the State of Pennsylvania, pursuant to which Medmar has paid $50 to OWC. On February 8, 2016, OWC and Medmar II, an affiliate of Medmar, executed a right of first refusal agreement providing Medmar certain rights in connection with the commercialization of OWC’s Cannabis-Based Medical Products in other states in the USA, pursuant to which Medmar has paid $50 to OWC. On March 17, 2016, Medmar and OWC executed a consulting and License Agreement (the “Agreement”), pursuant to which OWC granted to Medmar an exclusive, non-transferable, royalty-bearing license, to manufacture, produce, publicize, promote and market certain of OWC’s products (as defined in the Agreement) in the State of Maryland, against payment by Medmar to OWC of a royalty. As part of the Agreement, OWC received from Medmar an advance amount of $50. As OWC did not have any performance obligation in connection with the agreement, OWC recorded revenues in an amount of $50 during the year ended December 31, 2016. As of December 31, 2018, the Company deferred revenue in connection to the license in the State of Hawaii and the State of Pennsylvania and the right of first refusal amounting to aggregate amount of $100. 2. In August 2017, OWC engaged PharmItBe Ltd, a company specializing in pharmaceutical research and development to develop a second generation of its cannabis soluble tablet. This development was completed during the second quarter of 2018. The production of the cannabis soluble tablet for the purpose of clinical trials was completed during the fourth quarter of 2018. OWC recorded research and development expenses of $134 during the year ended December 31, 2018 relating to this arrangement. 3. On November 3, 2016, OWC entered into a Joint Venture Memorandum of Understanding with Michepro Holding Ltd. (“EU Partner”), (“JV” or “MOU”). The EU Partner and OWC have agreed as follows: (i) to establish a strategic marketing and distribution alliance (the “JV”) to promote the sale of OWC’s Products in the European Union (the “EU”); (ii) the interest of the parties in the JV shall be held by the parties such that the EU Partner shall hold 25% of such interest and OWC shall hold the remaining 75% of such interest; (iii) OWC shall provide the JV with OWC’s Products for sale and distribution solely in the EU, at prices to be agreed between the parties from time to time; and (iv) EU Partner shall be responsible for the day-to-day management of the JV, at its own costs, and for this purpose shall make available to the JV its knowledge, business connection and personnel, all in order to maximize the sales of OWC’s Products in the EU through the JV. The JV had not commenced operations and did not have any assets or liabilities as of December 31, 2018. 4. On August 6, 2015, OWC signed a Memorandum of Understanding with Emilia Cosmetics Ltd. (“Emilia”), a large Israeli private label manufacturer which operates in the field of development, production, manufacturing and packaging of health and beauty products including for treatment of human skin disease, for the development, manufacture and marketing of a cannabinoid-based topical ointment to treat psoriasis. On November 27, 2016, the Company and OWC (the “Group”) entered into a license agreement with Emilia (the “License Agreement”). During the fourth quarter of 2016, the Group completed the development process and then initiated a phase I Trial at Chaim Sheba Medical Center (“Sheba”) to explore the safety of the topical ointment on psoriasis. Prior to entering into the License Agreement, the Group and Emilia conducted a development and evaluation program (as defined in the License Agreement) for the development of a specific product comprising Emilia’s formulation with certain medical cannabis extract provided by the Group for topical treatment of psoriasis. Pursuant to the License Agreement, Emilia granted a limited license to the Group with respect to Emilia’s licensed intellectual property to be developed and commercialized worldwide in the topical treatment of psoriasis in humans with OWC’s Product, as defined in the License Agreement. If such trial proves successful, Emilia will grant the Group an exclusive, worldwide, transferable, royalty-bearing license, with the right to grant sublicenses, to use, sell and commercially exploit the Emilia intellectual property, in consideration for which, from and after the first commercial sales of the licensed product, the Group shall pay to Emilia a royalty at the rate of 10% of net sales during the period beginning upon the first commercial sale and ending 10 years thereafter. In the event the sale of the licensed product during the royalty term reaches the minimum sales targets set forth in the License Agreement, the royalty term will be extended for an additional 5-year term. No sales have occurred to date and therefore there is no impact on these consolidated financial statements. 5. On December 29, 2016, OWC entered into a Research Agreement with Medical Research Infrastructure Development and Health Services Fund (the “Fund”) by Chaim Sheba Medical Center (“Sheba”). Pursuant to the Clinical Research Agreement, the Fund shall perform a Phase I, double blind, randomized, placebo-controlled, maximal dose clinical trial (the “Psoriasis Trial”) to determine the safety and tolerability of topical ointment containing MGC (“Medical Grade Cannabis” or the “Drug Trial”) in healthy volunteers, employing the services of Professor Aviv Barzilay, Director of the Department of Dermatology- Chaim Sheba Medical Center, Tel Hashomer, Israel, to lead the Trial (the “Investigator”). The Trial shall be conducted in compliance with the following, as defined in the Research Agreement: (1) the Protocol; (2) the Ministry Guidelines; (3) the instructions and terms specified in the Helsinki Committee’s approval; (4) the ICH-GCP; (5) the Helsinki Declarations; (6) the applicable laws, rules and regulations regulating such Trials which are applicable in Israel; and (7) written instructions and prescriptions issued by OWC and governing the administration of the Drug Trial. On January 29, 2019, the Company reported positive phase I safety data from the Trial. Pursuant to the Research Agreement, OWC is obliged to pay Sheba $170 for conducting the safety Trial for the ointment, $129 out of which was paid through December 31, 2018. The amounts of $117 and $49 have been recorded as research and development expenses related to the Trial during the years ended December 31, 2018 and 2017, respectively. 6. On October 22, 2014, OWC entered into a Service Agreement with Sheba Academic Medical Center, a hospital in Tel-Aviv, Israel, relating to the use of cannabis to treat Myeloma. Within the framework of this Service agreement, OWC is required to conduct pre-clinical studies on multiple myeloma for total payment of $170, $66 out of which was paid through December 31, 2018. During the years ended December 31, 2018 and 2017, the Company has not recorded any research and development expenses related to the Service Agreement. At present, OWC uses its available working capital to fund these studies. However, the Company expects that it will need to raise additional funding prior to or when its clinical studies are commenced. 7. In November 2017, the Company signed a 2-year rental agreement with a landlord for its principle office located in Ramat Gan, Israel. The rental agreement included an option for one additional year (the "Option Period"). The monthly rental fees are approximately $4 and the remaining minimum payments total approximately $44 as of December 31, 2018. During the Option Period, the monthly rental fees will increase by approximately 7%. During the years ended December 31, 2018 and 2017, the Company recorded rental expenses of $58 and $19, respectively. B. Contingencies 1. On February 28, 2017, the Company filed an action for alleged legal malpractice against the NYC law firm of Sichenzia Ross FerenceKesner LLP and Marc J. Ross, Esq. a partner at Sichenzia Ross in New York State Supreme Court in New York County. The Company’s claims arise out of legal services allegedly negligently performed by Ross and Sichenzia Ross. The Company brought the action seeking recovery of monetary damages noted above due to the defendants’ alleged failure to exercise a professional standard of care in their representation of OWCP. The action is currently pending in the Supreme Court of the State of New York, County of New York and is in the discovery phase. 2. The Company has also sued certain individuals in the Supreme Court of the State of New York regarding defaulted loan obligations related to 2,354,480 shares granted to them. The matter has been settled as against certain individuals, while the Company is still pursuing its claims against one individual for an outstanding sum of approximately $15. The Company is currently monitoring the payment of the settlement funds amounting to $121 which are included as part of Common Stock Subscriptions Receivable. 3. On November 22, 2017, Mr. Ziv Turner, the Company’s subsidiary’s former General Manager (the “Plaintiff”) filed a claim (the “Claim”) with the Tel Aviv Regional Court of Labor against the Company, OWC and the Company’s CEO related to the Plaintiff’s alleged right to receive 4,125,000 shares of the Company’s Common Stock in connection with options granted to him in 2016 and a cash compensation of approximately $180 for breach of rights and damages. On January 23, 2018, the Company filed a statement of defense rejecting all of the Plaintiffs claims. On December 6, 2018, the Company has entered into a Settlement Agreement (the “Agreement”) with the “Plaintiff”, in the Tel Aviv Regional Court of Labor, pursuant to which subject to receiving a withholding tax certificate from the Plaintiff, the Company will issue to the Plaintiff a number of shares of the Company's common stock at an aggregate value of $725 on the issuance date. The price per share will be determined based on the average closing price of the share during the three business days preceding the date in which the Company receives the withholding tax certificate from the Plaintiff. In addition, the Company has provided the Plaintiff a price protection for a period of 6-months (the “Limitation Period”) commencing the date in which the withholding tax certificate has been received by the Company, under which if the value of the common stock issued to the Plaintiff falls below $725 at the end of the Limitation Period, in such case the Company will issue the Plaintiff additional common stock to get the aggregate value back to $725. The Company and the Plaintiff mutually agreed to dismiss all claims other than the Company’s claims against the Plaintiff in the USA. As of the filing date of these consolidated financial statements, the withholding tax certificate has not been received by the Company and therefore as of that date, the number of shares to be issued to the Plaintiff, cannot be considered as fixed and determinable. Also, the Company has not yet issued any shares to the Plaintiff and the price protection feature has not been granted. As the obligation will be settled only through the issuance of the Company's common stock, the liability related to shares to be issued was presented as non-current as of December 31, 2018 in total amount of $725. |
Series A Convertible Preferred
Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) | NOTE 5 - SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) A. Common Stock Holders of shares of The Company’s common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of common stock do not have cumulative voting rights in the election of directors. Holders of shares of The Company’s common stock are entitled to receive dividends when and if declared by The Company’s Board out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon The Company’s dissolution or liquidation or the sale of all or substantially all of its assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of The Company’s common stock will be entitled to receive pro rata its remaining assets available for distribution. Holders of shares of The Company’s common stock do not have preemptive, subscription, redemption or conversion rights and there are no redemption or sinking fund provisions applicable to The Company’s common stock. B. Series A Convertible Preferred Stock 1. The terms of the Series A Convertible Preferred Stock are governed by a Certificate of Designation (the “Series A Certificate of Designation”) filed by the Company with the Delaware Secretary of State on April 30, 2018. Pursuant to the Series A Certificate of Designation, the Company designated 500 shares out of the Company’s 20 million authorized shares of preferred stock as “Series A Convertible Preferred Stock”. As more fully described below, for the year ended December 31, 2018, the Company has issued a total of 500 shares of Series A Convertible Preferred Stock in connection with the Share Purchase Agreement. Following is a summary of the material terms of the Series A Convertible Preferred Stock: ● Dividends. During the period commencing April 30, 2018 through December 31, 2018, the Company recorded an amount of $179 as dividend on Series A Convertible Preferred Stock. In 2018, the Company issued 801,230 shares of its common stock to the holder of series A Convertible Preferred Stock for payment of dividend amounted to $114. The remaining amount of the dividend for 2018 in the amount of $65 was paid by the Company by issuance of 832,368 shares of common stock to the holder of series A Convertible Preferred Stock on January 3, 2019 (see also Note 8C). This amount is included in the additional paid-in capital as number of shares to be issued is considered as fixed and determinable. ● Liquidation ● Voting Rights ● Conversion Due to the Trigger Event as discussed below, the conversion price was adjusted to an amount equal to (A) 75% of the quotient determined by dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading Days prior to such Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received into Holder’s brokerage account and fully cleared for trading, by (y) 3, minus (B) $0.01. Commencing December 11, 2018 through December 31, 2018, the Purchaser converted an aggregate of 10 shares of Preferred Stock into an aggregate of 1,647,258 shares of the Common Stock at the conversion prices in effect on the respective conversion dates. Commencing January 1, 2019 through the date of the issuance of these consolidated financial statements, the Purchaser converted an aggregate of 50 additional shares of Series A Convertible Preferred Stock into an aggregate of 24,871,345 shares of the Common Stock at the conversion prices in effect on the respective conversion dates (see Note 8D). Redemption ● Certain mandatory redemption provisions provide that, beginning January 30, 2019 and continuing for every 30-days period thereafter (each a “Mandatory Redemption Date”), the Company is required to offer to redeem 1/12 th ● Upon the occurrence of an offering of debt or equity securities of the Company or any of its subsidiaries resulting gross cash proceeds of not less than $10,000, the Company is required to make an offer to the holders of shares of the Series A Convertible Preferred Stock to redeem 50% of the outstanding Series A Convertible Preferred Stock at either (i) 115% of the stated value of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed on or prior to October 30, 2018 or (ii) 120% of the stated value of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed after October 30, 2018 (the “Redemption Premium”). ● Upon sale of assets (other than product to be sold in the normal course of business) of the Company and its subsidiaries in an amount of proceeds in excess of $500, the Company is required to offer to redeem to 100% of the outstanding Series A Convertible Preferred Stock for the Redemption Premium, and may be redeemed in cash or, at the Company’s sole discretion in freely tradeable shares of the Company’s common stock if the Company is in full compliance with all of the equity conditions as defined in the Series A Certificate of Designation. C. Securities Purchase Agreement ● The Company may also be required, at the option of holders of the Series A Convertible Preferred Stock to redeem any outstanding shares of Series A Convertible Preferred Stock upon a Change of Control or Bankruptcy Event. Each Preferred Stock shall be redeemed for an amount equal to Redemption Premium, and may be redeemed in cash or, at the Company’s sole discretion in freely tradeable shares of the Company’s common stock if the Company is in full compliance with all of the equity conditions as defined in the Series A Certificate of Designation. ● The Company may, at any time upon at least 15 trading days prior written notice to each holder, redeem all or portion of the outstanding Preferred Stock in cash in an amount equal to Redemption Premium. As of December 31, 2018, the Company is not in compliance with the Equity Conditions and therefore the redemption of the Series A Convertible Preferred Stock can be done at the request of the holder in cash of 1/12 per month after 270 days from the Initial Date (January 31, 2019). As of the date of issuance of these financial statements, the Purchaser has not requested redemption in cash of any shares of Series A Convertible Preferred Stock. On April 30, 2018 (the “Initial Date”), the Company consummated a private placement transaction (the “April 2018 PIPE”) by entering into a Securities Purchase Agreement (the “Agreement”) with a non-US-based institutional investor (the “Purchaser”), pursuant to which, the Company sold and the Purchaser bought, (i) 500 shares of Preferred Stock designated as Series A Convertible Preferred Stock (the “Preferred Stock”), which are convertible into shares of common stock at a conversion price of $0.20 per share, subject to adjustment pursuant to the anti-dilution provisions of the Preferred Shares and (ii) Warrants (the “Warrants”) representing the right to acquire 12,500,000 shares of common stock over a period of five years from the Initial Date at an exercise price of $0.22 per share, which is subject to certain adjustments including anti-dilution provisions, for an aggregate purchase price of $5,000. The Company engaged Newbridge Securities Corporation, through LifeTech Capital (“Newbridge”), as exclusive placement agent for the aforesaid Agreement, pursuant to which the Company was required to pay a cash fee to Newbridge and issued to them warrants to purchase 2,500,000 shares of common stock (or 10% of the aggregate number of fully diluted shares of common stock that have been purchased by an Purchaser) over a period of three years from the Initial Date at an exercise price of $0.20 per share, which is subject to certain adjustments including anti-dilution provisions. In addition, the Company is also obligated to pay Newbridge a warrants solicitation fee equal to 4% of the gross proceeds received by the Company upon cash exercise of any Warrants purchased by the Purchasers in connection with the Agreement (since the Initial Date through December 31, 2018, no solicitation fee was earned). On November 27, 2018, the Tel Aviv regional Prosecutor’s Service filed criminal charges against Dr. Yehuda Baruch, the Chief Medical and Regulatory Affairs Officer of the Company, alleging that Dr. Baruch conducted an improper sexual relationship with a psychiatric patient. Dr. Baruch denies all allegations. The Company together with its legal counsels believe that such criminal charges are not directed at, and do not concern, the Company, any actions of Dr. Baruch in the Company or any other of the Company’s directors or officers. The Company is evaluating its proposed response, if any, considering the allegations brought against Dr. Baruch. The aforesaid charges brought against Dr. Baruch are considered a “trigger event” (the “Trigger Event”) under the Company's Certificate of Designation governing the Company's Preferred Stock. Subject to certain beneficial ownership limitations of the Preferred Stock, at any time during the period commencing on the date of the occurrence of a Trigger Event and ending on the date of the cure of such Trigger Event, the Purchaser of the Preferred Stock may, at its option, by delivery of notice to the Company, specify a future date upon which such holder shall require the Company to convert all, or any number of, Preferred Stock into shares of the Company’s common stock at an adjusted conversion ratio as specified in the Certificate of Designation. Due to the aforesaid Trigger Event, the conversion price was adjusted to an amount equal to (A) 75% of the quotient determined by dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading Days prior to such Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received into Holder’s brokerage account and fully cleared for trading, by (y) 3, minus (B) $0.01. The Warrants are considered a freestanding instrument, as the Company believes they are legally detachable and separately exercisable. As defined in the Agreement, upon certain changes in control events, the Purchaser may elect to receive cash equal to the Black-Scholes value of the outstanding Warrants. Consequently, as of the Initial Date, the Warrants were accounted for and recognized as a non-current financial liability on the consolidated balance sheet in total amount of $3,600 ($600 out of which related to warrants that were granted to Newbridge) under ASC 815-40-25 and were measured at fair value. Subsequently, the Warrants are marked to market in each reporting period until they are exercised or expired, as earlier, with changes in the fair value of the Warrants charged into the statement of comprehensive loss. For the year ended December 31, 2018, the Company recorded income in total amount of $2,125, due to revaluation of Warrants to purchase shares of Common Stock in the statement of comprehensive loss as separate line based on the change in the fair value from the Initial Date through December 31, 2018. In estimating the fair value of the Warrants on the Initial Date and December 31, 2018, the Company used the following assumptions: 12,500,000 Purchaser Warrants: December 31, 2018 Initial Date Risk-free interest rate (1) 2.49 % 2.79 % Expected volatility (2) 214.5 % 246 % Expected life (in years) (3) 4.33 5.00 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.10 $ 0.24 2,500,000 Placement agent Warrants: December 31, 2018 Initial Date Risk-free interest rate (1) 2.47 % 2.62 % Expected volatility (2) 219.9 % 252.6 % Expected life (in years) (3) 2.33 3.00 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.09 $ 0.24 1. Risk- free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. 2. Expected volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent to the expected term of the warrants. 3. Expected life - the expected life was based on the expiration date of the warrants. 4. Expected dividend yield - was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. The changes in Level 3 liabilities associated with the 2018 Private Placement warrants are measured at fair value on a recurring basis. The following tabular presentation reflects the components of the liability associated with such warrants for year ended December 31, 2018: Fair value of liability related to warrants Balance at December 31, 2017 $ - Recognition of liability related to Warrants to purchase Common Stock 3,600 Revaluation of liability related to Warrants to purchase Common Stock (2,125 ) Balance at December 31, 2018 $ 1,475 During the period commencing April 30, 2018 and through December 31, 2018, no Warrants of the Purchaser and Newbridge have been exercised. As of December 31, 2018, there were 15,000,000 outstanding unexercised Warrants related to the 2018 Private Placement. In addition, at the Initial Date, the Company identified several embedded features which may require separate accounting as derivatives under ASC 815-15. Nevertheless, except specific embedded feature relating to contingent redemption feature in case of other than upon bankruptcy triggering event, the Company determined that all remaining embedded features should not bifurcated from the host contract or the probability of occurrence of such embedded features is low and therefore the fair value of such embedded features was determined to be immaterial. In addition, the Company determined that the Trigger Event is considered as optional conversion feature upon triggering event that should be estimated at fair value. Thus, the bifurcated embedded derivatives amounting to $1,028 and $8,129 were measured at fair value on the Initial Date and December 31, 2018, respectively. The change in the fair value is resulted from revaluation of the bifurcated embedded derivatives in total amount of $7,261 which was recognized under other expenses in the statement of comprehensive loss in a separate line. In addition, upon a partial conversion of 10 share of Series A Convertible Preferred Stock into 1,647,255 shares of common stock, a relative portion of $160 was deducted. In estimating the fair value of the bifurcated embedded derivative related to the contingent redemption feature of the Series A Convertible Preferred Stock at the Initial Date and the bifurcated embedded derivative related to optional conversion feature upon trigger event at December 31, 2018, the Company used the following assumptions: December 31, 2018 Initial Date Risk-free interest rate (1) 2.62 % 2.13%-2.40 % Expected volatility (2) 82.35 % 258.3 % Expected life (in years) (3) 1.01 1.64 1. Risk- free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. 2. Expected volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent to the expected term of the bifurcated embedded derivative. 3. Expected life - the expected life was based on the expiration date of the bifurcated embedded derivative. The changes in Level 3 liabilities associated with the 2018 Private Placement bifurcated embedded derivatives are measured at fair value on a recurring basis. The following tabular presentation reflects the components of such liability associated with such bifurcated embedded derivatives for the year ended December 31, 2018: Fair value of embedded derivative Balance at December 31, 2017 $ - Recognition of bifurcated embedded derivative 1,028 Revaluation of bifurcated embedded derivative 7,261 Partial conversion of shares of Series A Convertible Preferred Stock into shares of common stock (160 ) Balance at December 31, 2018 $ 8,129 The Company’s management is measuring the fair value of the 2018 Private Placement warrants issued to the Purchaser and Newbridge and the bifurcated embedded derivative related to Series A Convertible Preferred Stock by using the services of external independent appraiser. At the Initial Date, the effective conversion price of the Preferred Stock is less than the fair value of the share of Common Stock at the commitment date. As a result, a BCF amounting to approximately $4,028 was measured assuming full conversion according to ASC 470-20. However, according to ASC 470-20-30-8, there is a limitation to the amount of the proceeds allocated to the convertible preferred shares if the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument. That is, the amount of the discount assigned to the BCF shall be limited to the amount of the proceeds allocated to the convertible preferred share. Consequently, at the Initial Date, a BCF was recognized in total amount of $773. Under ASC 480-10-S99 “Distinguishing Liabilities from Equity”, since the Preferred Stock have conditional redemption provisions which are outside of the control of the Company and also contain a deemed liquidation preference, the Preferred Stock were classified as mezzanine financing at the initial measurement date at the residual amount, which is the difference between the total proceeds received, the fair value of the Warrants, the fair value of the embedded derivative related to the contingent redemption of Series A Convertible Preferred Stock and after consideration with the amount related to the BCF. Subsequently, the Company accretes changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology. Changes in the redemption value are considered as changes in accounting estimates. The below table outlines the change in the mezzanine account during the year ended December 31, 2018 - December 31, 2018 Opening balance, December 31, 2017 $ - Gross proceeds from April 2018 PIPE transaction 5,000 Recognition of Warrants issued to Purchaser to purchase Common Stock (3,000 ) Recognition of bifurcated embedded derivative (1,028 ) Allocation of issuance costs to Preferred Stock (199 ) Recognition of BCF on Preferred Stock (773 ) Accretion of Preferred Stock to redemption value 2,268 Partial conversion of Preferred Stock into shares of common stock (42 ) Closing balance, December 31, 2018 $ 2,226 The total direct and incremental issuance costs amounted to $1,022 (including the cash fee of $422 and Warrants fee of $600 related to Newbridge). Such amount was allocated based on the same proportions of the allocation of the consideration received to the individual freestanding instruments identified (i.e. detachable warrants, bifurcated embedded derivative related to the contingent redemption feature of the Series A Convertible Preferred Stock and preferred stock). Issuance costs amounting to $823 were allocated to freestanding instruments at fair value and immediately expensed as a separate line to the statement of comprehensive loss. Issuance costs amounting to $199 were allocated to Preferred Stock and deducted from mezzanine account. In addition, in connection with the Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which, among other things, the Company is required to use its commercially reasonable best efforts to (i) prepare and file with the SEC within 60 calendar days of the offering a registration statement covering the shares of Common Stock underlying the Preferred Stock and Warrants and (ii) have the registration statement and any amendment thereto to be declared effective by the SEC within 90 calendar days from the date of the initial filing of such registration statement. On June 14, 2018, the Company filed a registration statement on Form S-1 which was declared effective by July 2, 2018. D. Common Stock and Stock Warrants Issued for Cash 1. During the year ended December 31, 2017, the Company received $118 through a placement of 904,924 common stock units to four investors for the offering price of $0.13 per unit. Each unit consisted of one share of common stock and two (one “G” and one “H”) warrants to purchase one share of common stock. The 904,924 “G” warrants are exercisable at $0.25 and expire two years from the issuance date. The 904,924 “H” warrants are exercisable at $0.40 and expire 3 years from the issuance date. Such warrants were classified within stockholders’ equity. 2. During the year ended December 31, 2017, the Company received $100 through a placement of 588,237 common stock units to three investors for the offering price of $0.17 per unit. Each unit consisted of one share of common stock and one “H” warrant to purchase one share of common stock. The 588,237 “H” warrants are exercisable at $0.40 and expire 3 years from the issuance date. Such warrants were classified within stockholders’ equity. 3. During the year ended December 31, 2017, the Company received $130 through a placement of 520,000 common stock units to five investors for the offering price of $0.25 per unit. Each unit consisted of one share of common stock and one “I” warrant to purchase one share of common stock. The 520,000 “I” warrants are exercisable at $0.50 and expire 2 years from the issuance date. Such warrants were classified within stockholders’ equity. 4. During the year ended December 31, 2017, the Company received $884 through a placement of 1,767,250 common stock units to twenty investors for the offering price of $0.50 per unit. Each unit consisted of one share of common stock and one “K” warrant to purchase one share of common stock. The 1,767,250 “K” warrants are exercisable at $1.00 and expire 18 months from the issuance date. Such warrants were classified within stockholders’ equity. 5. During the year ended December 31, 2017, the Company received $436 through a placement of 623,227 common stock units to eleven investors for the offering price of $0.70 per unit. Each unit consisted of one share of common stock and one “L” warrant to purchase one share of common stock. The 623,227 “L” warrants are exercisable at $1.40 and expire 18 months from the issuance date. Such warrants were classified within stockholders’ equity. E. Common stock subscriptions receivable During the years ended December 31, 2018 and 2017, the Company received a cash payment of $105 and $51, respectively, for common stock subscriptions receivable from former employees. F. Stock-Based Compensation 1. Grants to non-employees A. On November 22, 2016, the Company entered into a Corporate Management Services Agreement with Sorelenco Limited (“Sorelenco”). In consideration for business and European market development services, the Company agreed to issue to the Sorelenco: (i) 1,442,308 restricted shares of the common stock, par value $0.0001 (the “Shares”); (ii) Class M Warrants exercisable for 12-months period to purchase 1,250,000 Shares at an exercise price $0.08; (iii) Class G Warrants exercisable for 24-months period to purchase 448,462 Shares at an exercise price $0.25; and (iv) Class H Warrants exercisable for 36-months period to purchase 448,462 Shares at an exercise price $0.40. The aggregate fair value of the restricted shares and warrants was $432. This transaction represents an initiation of business relations between the parties. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). Such amount is recognized as consulting expense over the term of the agreement. During the years ended December 31, 2018 and 2017, the Company recognized an amount of $144 and $144 as business development service expenses, respectively. As of December 31, 2018, the unrecognized related services receivable amounted to $121. The exercise period of the Class M Warrants has been extended by 2-weeks in which Sorelenco exercised such warrants into 1,250,000 shares of common stock. Such extension has been accounted as a modification under ASC 718, pursuant to which the incremental fair value of $403 was recognized immediately as business development service expenses in the statements of comprehensive loss for the year ended December 31, 2017. B. On November 28, 2016, the Company entered into a Consulting Agreement with Bear Creek Capital. In consideration for the services, the Company issued to Bear Creek 100,000 restricted shares of Common Stock. The aggregate fair value of the restricted shares was $10. This transaction represents initiation of business relations between the parties. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). Such amount is recognized over the term of the agreement. During the year ended December 31, 2017, the Company recognized an amount of $6 as investor and public relations service expenses. As of December 31, 2018, there are no services receivable. C. On December 16, 2016, the Company entered into a Consulting Agreement with Jeff Smurlick, pursuant to which the Consultant shall provide the Company with services in the areas of investor relations and business development. In consideration for the services, the Company issued to the Consultant 200,000 Class G Warrants and 200,000 Class H Warrants identical to the Class G and Class H Warrants described above with a cashless exercise feature. The aggregate fair value of the warrants was $41. This transaction represents initiation of business relations between the parties. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). Such amount is recognized over the term of the agreement. As of December 31, 2018, there are no services receivable. During the year ended December 31, 2017, the Company recognized an amount of $40 as investor and public relations services expense. During the year ended December 31, 2017, the aforesaid warrants were exercised on a cashless basis (see also Note 5G4). D. In January 2017, the Company issued 300,000 fully vested shares of common stock and 400,000 warrants to Lyons Capital LLC. 200,000 “G” warrants with exercise price of $0.25 and 200,000 “H” warrants with exercise price of $0.40 and a cashless feature for the purchase of one share each of common stock to a consultant as payment for services. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). The shares were measured at the closing price as of the date of the agreement and the related expenses are recognized over the terms of the agreement. During the year ended December 31, 2018 and 2017, the Company recognized an amount of $16 and $185 as conferences and business development service expenses, respectively, resulting from the issuance of the shares. As of December 31, 2018, there are no services receivable. The warrants were measured by using the Black-Scholes-Merton pricing model to estimate total fair value amounting to $154. The Black-Sholes-Merton pricing model assumptions that were used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.10%-0.11%; expected volatility of 282%, and warrant exercise period based upon the stated terms. Such amount is recognized over the term of the agreement. During the year ended December 31, 2018 and 2017, the Company recognized an amount of $5 and $149, as consulting expenses, respectively, resulting from the issuance of these warrants. As of December 31, 2018, there are no services receivable. During the year ended December 31, 2017, the aforesaid warrants were exercised on a cashless exercise (see also Note 5G3). E. Under the Bear Creek Corporate Advisory Consulting agreement executed in November of 2016, the Company became obligated to issue 100,000 additional shares to Bear Creek as of February 28, 2017. The shares were measured at $262 according to the closing price of the underlying shares at February 28, 2017. The shares were issued in April 2017. F. On January 21, 2016, the Company entered into a 2-years Consulting Agreement with Global Corporation Strategies (“GCS”), pursuant to which the Company issued to GCS 5,134,375 restricted shares of Common Stock for investor and public relations services. The aggregate fair value of the restricted shares was $259. This transaction represents initiation of business relations between the parties. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). Such amount is recognized over the term of the agreement. During the years ended December 31, 2018 and 2017, the Company recognized an amount of $7 and $129 as investor and public relations services expense, respectively. As of December 31, 2018, there are no services receivable. G. In 2017, the Company issued 350,000 “E” warrants that are exercisable at $0.25 and expire two years from the date of issuance to purchase one share each of the Company’s common stock to two former employees parties as payment for services. The aggregate fair value of the warrants was $133. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). Such amount is recognized over the term of the agreement. During the years ended December 31, 2018 and 2017, the Company recognized $4 and $129 as consulting expenses, respectively. As of December 31, 2018, there are no services receivable. The Company used the Black-Scholes-Merton pricing model to estimate the fair value of these warrants. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.10%-0.11%; expected volatility of 282%, and warrant exercise period based upon the stated terms. Shares issued for services are measured at the closing price as of the agreement date. H. In 2017, the Company issued 450,000 fully vested shares of common stock to Lyons Capital as payment for services. The fair value of these shares was measured at the closing price as of the date of the agreement and the related expenses is recognized over the terms of the agreement. The aggregate fair value of the shares was $329. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable” (see also Note 2L). During the years ended December 31, 2018 and 2017, the Company recognized an amount of $116 and $212 as business development expenses, respectively. As of December 31, 2018, there are no services receivable. I. In 2017, the Company issued 416,127 fully vested shares of common stock to Jeff Smurlick as payment for services. The aggregate fair value of the shares was $370. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grant was recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “ |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2018 | |
General and Administrative Expense [Abstract] | |
General and Administrative Expenses | NOTE 6 - GENERAL AND ADMINSTRATIVE EXPENSES US dollars Year ended December 31, 2018 2017 Salaries and related expenses (*) 1,141 1,568 Professional fees (*) 1,435 2,205 Travel and expenses 92 58 Depreciation 7 8 Insurance 3 34 Other 181 240 2,859 4,113 (*) Including stock-based compensation expenses and amortization of services receivable amounted to $1,218 and $3,304 for the years ended December 31, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 - INCOME TAXES The Company and OWC are subject to taxation in the United States and Israel, respectively, as follows: 1. Tax rates applicable to the Company: The enactment of the Tax Cuts and Jobs Act (“Tax Act”) in December 2017, reduced the federal income tax rates from an average of 35% to a 21% flat rate, beginning in 2018 tax year. As further discussed below, the reduction in corporate tax rates resulted in the remeasurement of the Company’s net deferred tax assets. The effect on deferred tax assets and liabilities of a change in law or tax rates is recognized in income in the period that includes the enactment date. The Tax Act also includes a provision designed to currently tax global intangible low-taxed income (“GILTI”), beginning in 2018 tax year. As OWC is currently in a loss position, there is no tax effect in the current year. The Company will record the U.S. income tax effect of future GILTI inclusions in the period in which they arise, if relevant. After the enactment of the Tax Act, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provided guidance on accounting for the enactment effect of the Tax Act. SAB 118 addressed the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provided or a measurement period of up to one year from the Tax Act enactment date for companies to complete their accounting under ASC 740. The Company had calculated a provisional estimate of deferred tax expense of $335 related to the remeasurement of its U.S. deferred tax assets in the future, which was fully and equally offset by a corresponding reduction in the valuation allowance. During the quarter ended December 31, 2018, the Company completed the accounting for the income tax effects of the Tax Act, which resulted in an immaterial change in the net deferred tax asset, before valuation allowance, as of the enactment date. 2. Taxes rates applicable to OWC: 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%. 3. Net operating losses carry forward: Under the aforesaid Tax Act, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited to 80% of the taxable income of a specific year. Prior to the Tax Act, net operating losses could be carried forward for 20 years. As of December 31, 2018, the Company has federal NOL carryforwards for United States tax purposes of approximately $1,851 ($1,012 out of which will expire in years 2034-2037 if not utilized, and the remaining amount of $839 which can be carried forward indefinitely). Utilization of the U.S. net operating losses may be subject to additional substantial annual limitation due to the “change in ownership” provisions provided by the Internal Revenue Code of 1986 (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c). The annual limitation may result in the expiration of net operating losses before utilization. As of December 31, 2018, OWC has accumulated losses for tax purposes in the amount of approximately $3,876, which may be carried forward and offset against taxable income in the future for an indefinite period. 4. As of December 31, 2018, the U.S. federal income tax returns of the Company remain open to examination by taxing authorities for tax years ending on or after December 31, 2014. The Israeli income tax returns of OWC remain open to examination by taxing authorities for tax years beginning in 2013 to present. 5. The components of pretax loss are as follows: In US Dollars December 31 2018 2017 United States (8,750 ) (3,629 ) Israel (1,508 ) (932 ) (10,258 ) (4,561 ) 4. Deferred income taxes: Deferred income taxes reflect the net tax effects of net operating loss and 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: In US Dollars December 31 2018 2017 Deferred tax assets: Net operating loss carryforward 1,280 826 General and Administrative 152 - Research and development credits 150 367 Net deferred tax asset before valuation allowance 1,582 1,193 Valuation allowance (1,582 ) (1,193 ) Net deferred tax assets - - 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 net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2018 and 2017. 6. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowances in respect to deferred taxes relating to accumulated net operating losses carried forward and temporary differences due to the uncertainty of the realization of such deferred taxes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS A. Departure and Appointment of Certain Officer On February 1, 2019, the Company appointed Ms. Sigal Russo as Chief Financial Officer of the Company and OWC. Sigal Russo replaced Yossi Dagan who resigned as Chief Financial Officer of the Company on February 1, 2019, effective immediately. Ms. Russo is entitled annual salary of approximately $106 and Ms. Russo received a signing bonus of approximately $7. In addition, The Company's Board of Directors approved on February 4, 2019 an options grant to Ms. Russo, to purchase up to 1,500,000 shares of the Company's common stock, under the Company’s stock incentive plan. The stock options shall vest over a period of 3-years from the vesting start date, such that 500,000 stock options shall vest upon the 1-year anniversary of the start date and the remaining stock options shall vest in eight equal quarterly instalments thereafter. B. Grants to non-employees On January 14, 2019, the Company’s Board of Directors approved a stock options grant of 1,500,000 shares for its Chief Scientific Officer, to purchase up to 1,500,000 shares of the Company's common stock at an exercise price of $0.05, under the Company’s 2016 Plan. 33% of the stock options vested on February 18, 2019 and the remaining 1,000,000 stock options will vest over a 2-years period commencing on the first quarter after the first vesting event, in equal quarterly installments of 125,000 stock options per quarter. In addition, on January 14, 2019, the Company’s Board of Directors also approved stock options grants for certain employees, to purchase 500,000 shares of the Company's common stock at an exercise price of $0.22, under the Company’s 2016 Plan. The stock options shall vest over a 3-years period from the vesting start date, such that approximately 166,656 stock options shall vest upon the 1-year anniversary of the start date and the remaining stock options shall vest in 8 equal quarterly instalments thereafter. C. Dividend distribution As discussed in Note 5B1, on January 3, 2019, the Company issued 832,368 shares of common stock to the Purchaser of the Preferred Stock as payment of a dividend in total amount of $65. D. Issuance of Unregistered Securities As discussed in Note 5B1, commencing January 1, 2019 through the date of these consolidated financial statements, the Purchaser converted an aggregate of 50 shares of Preferred Stock into an aggregate of 24,871,345 shares of Common Stock. E. Reverse stock split On February 4, 2019, a special meeting of stockholders of the Company authorized the Company's Board of Directors to effect a reverse stock split of the Company's outstanding Common Stock, $0.00001 par value per share, at any ratio up to 1-for-500 (the “Reverse Split”), at such time as the Company's Board of Directors shall determine, in its sole discretion, during the Company’s 2019 fiscal year ending December 31, 2019. As of the date of these consolidated financial statements, no decision has been taken by the Company's Board of Directors with respect to the Reverse Split. F. Amendment of 2016 Stock Option Plan On February 5, 2019, the Company's Board of Directors amended the Company's 2016 Plan. In addition, on March 13, 2019, the Company registered the 36 million shares of Common Stock reserved for issuance pursuant to the 2016 Plans through filing of Form S-8. G. Execution of an agreement to perform a Safety and Pharmacokinetics (PK) study of OWC’s soluble tablet versus Sativex® In January 2019, the Company entered into a Clinical Trial agreement with the Sourasky Medical Center Fund in Tel Aviv for performing a Single-Dose, Randomized, Crossover Trial to compare the Safety, Tolerability and Pharmacokinetics of OWC’s Medical Grade Cannabis - Orally Disintegrating Tablets (MGC-ODT) with Buccal Sativex®, in Healthy Adult Volunteers. This Clinical Trial Agreement (the “Agreement”) is between OWC, and the Medical, Infrastructure and Health Services Fund of the Tel Aviv Medical Center, Israel, and Prof. Jacob Ablin M.D. as the Principal Investigator. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of Presentation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). |
Principles of Consolidation | B. Principles of Consolidation The financial statements include the accounts of OWCP and OWC. All significant inter-company balances and transactions have been eliminated. |
Use of Estimates | C. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to (1) stock-based compensation related to employee and non-employee awards; (2) identification of financial instruments in liabilities, equity and mezzanine transactions and proper classification and measurement of financial instruments; (3) evaluation of going concern; and (4) contingencies. |
Functional Currency | D. Functional Currency The functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters”, balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of comprehensive loss, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are presented within financing income or expenses. The operations of the Non-U.S. entity (OWC) are conducted in New Israeli Shekels (NIS), its local currency. Accordingly, NIS is its functional currency. Results of operations for non-U.S. dollar functional currency entities are translated into U.S. dollars using the actual action date currency rate. Assets and liabilities are translated using currency rates at period end. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders’ equity (deficit). |
Cash and Cash Equivalents | E. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. |
Property and Equipment | F. Property and Equipment 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. |
Impairment of Long-lived Assets | G. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets including property and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on The Company’s ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company’s primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. During the years ended December 31, 2018 and 2017, loss from impairment has not been recognized. |
Series A Convertible Preferred Stock | H. Series A Convertible Preferred Stock The Company classified its Series A Convertible Preferred Stock as mezzanine equity, between Stockholders’ Equity (Deficit) and current and non-current liabilities because certain features of the Company’s Certificate of Designation could require redemption of some or all classes of such Series A Convertible Preferred Stock upon events that are considered not solely within the control of the Company. Upon initial recognition, the Series A Convertible Preferred Stock that was issued together with detachable Warrants to purchase Common Stock and identified bifurcated embedded derivative (originally classified as a financial liability) were measured based on the “residual approach” and were presented net of the direct issuance expenses that were allocated to them. Further, the Company has considered the provisions of ASC 815-15, “Derivatives and Hedging - Embedded Derivatives” (“ASC 815-15”) and determined that the embedded conversion feature of the Series A Convertible Preferred Stock is eligible to be considered as clearly and closely related to the host debt instrument, and accordingly, it should not be separated from the host instrument. The Company applied ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”), which clarifies the accounting for instruments with the Beneficial Conversion Feature ("BCF") or contingently adjustable conversion ratios. Pursuant to this guidance, the amount of the BCF with respect to the Series A Convertible Preferred Stock at the commitment date, was based on the effective conversion price which was calculated by dividing the proceeds allocated to the convertible preferred stock by the number of common shares into which it is convertible. The intrinsic value of the conversion option with respect to the Series A Convertible Preferred Stock was recorded at the Initial Date (as defined below) as a discount on the Series A Convertible Preferred Stock with a corresponding amount credited directly to Stockholders' Equity (Deficit) as additional paid-in capital. However, as such amount was determined to be greater than the amount of the proceeds originally allocated to the Series A Convertible Preferred Stock, the amount of the discount assigned to the BCF was limited to the amount of the proceeds allocated. Subsequently, the discount on the Series A Convertible Preferred Stock is amortized as accretion to the redemption value of the Series A Convertible Preferred Stock deemed dividend by using a straight-line method over the period from the issuance to the earliest redemption date of the Series A Convertible Preferred Stock. |
Warrants to Purchase Common Stock | I. Warrants to purchase Common Stock: The Company accounts for warrants to purchase shares of its Common Stock, held by Purchaser and Newbridge, that include a fundamental transaction feature pursuant to which such warrants could be required to be settled in cash, as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company measures the warrants upon initial recognition and on subsequent periods at fair value by using the Black-Scholes-Merton pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in a separate line in the Company’s statement of comprehensive loss. Direct issuance expenses that were allocated to the Warrants were expensed as incurred. Warrants that were issued by the Company for certain service providers are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, contingently exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. Fully vested and nonforfeitable warrants that meet these criteria are initially recorded at their grant date fair value and are not subsequently re-measured. |
Bifurcated Embedded Derivatives | J. Bifurcated embedded derivatives The Company has determined that certain embedded derivatives should be separately accounted for pursuant to the provisions of ASC 815-15 “Derivatives and Hedging - Embedded Derivatives” (ASC 815-15). Such bifurcated embedded derivatives are measured at fair value by using Monte-Carlo pricing model upon issuance and at each reporting period until they are exercised or expired, with changes in fair value being recognized in a separate line in the Company’s statement of comprehensive loss. Direct issuance expenses that were allocated to the bifurcated embedded derivatives were expensed as incurred. |
Unit Issuance and Allocation of Issuance Costs | K. Unit issuance and allocation of issuance costs When multiple instruments are issued in a single transaction (unit issuance), the total proceeds from the transaction are allocated among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments and the subsequent measurement basis for those instruments. After allocating the proceeds among the freestanding instruments (i.e., warrant liability and preferred share), the proceeds are further allocated between the host components (such as the preferred share) and any bifurcated derivatives. Bifurcated derivatives, if any are initially recognized at fair value and the residual value is allocated to the host component. The allocation of issuance costs to freestanding instruments and between host components and bifurcated derivatives is based on the relative values of such instruments and components. Issuance costs allocated to the warrant liability and to bifurcated derivatives were immediately expensed, as discussed above. Issuance costs allocated to the preferred shares host component classified as mezzanine equity are recorded as a reduction of the share balance and accreted up to redemption value. |
Stock-based Compensation | L. Stock-Based Compensation The Company accounts for stock-based compensation to employees in accordance with ASC 718, Compensation - Stock Compensation Stock-based compensation awarded to non-employees is accounted for in accordance with ASC 505-50, “ Equity-Based Payments to Non-Employees |
Fair Value of Financial Instruments | M. Fair Value of Financial Instruments ASC 825, “Financial Instruments” (ASC 825), requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and unrecognized on the balance sheet, for which it is practicable to estimate fair value. ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between market participants. At December 31, 2018 and 2017, the carrying value of cash and cash equivalents, other current assets, accounts payable and other current liabilities approximate fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. Other financial instruments such as liability related to shares to be issued, liability related to warrants to purchase Common Stock and bifurcated embedded derivatives are measured periodically at fair value (see also Note 5C). |
Fair Value Measurement | N. Fair Value Measurement The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Level 2 ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2018 and 2017, there were no transfers of financial assets or financial liabilities between the hierarchy levels. As of December 31, 2018, the Warrants to purchase Common Stock and bifurcated embedded derivative related to optional conversion feature upon Trigger Event (see also Note 5C) were measured at fair value on a recurring basis primarily using Level 3 inputs. |
Loss Per Share of Common Stock | O. Loss per Share of Common Stock The Company computes net loss per share in accordance with ASC 260, “Earnings per share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, net of the weighted average number of treasury shares (if any). Securities that may participate in dividends with the common stock (such as the Series A convertible Preferred Stock) are considered in the computation of basic income per share using the two-class method. However, in periods of net loss, participating securities are included only if the holders of such securities have a contractual obligation to share the losses of the Company. Accordingly, the outstanding Series A Convertible Preferred Stock, which was issued on April 30, 2018 was excluded from the computation of the net loss per share for the year ended December 31, 2018. Diluted loss per common share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional potential common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. The Company’s potential common shares consist of stock options, certain stock warrants and restricted stock awards issued under the Company’s stock incentive plans and their potential dilutive effect is considered using the treasury method, and of the Series A convertible Preferred Stock, certain stock warrants and identified bifurcated embedded derivative which their potential dilutive effect is considered using the “if-converted method”. As of December 31, 2018, diluted loss per share excludes the impact of the total weighted average number of shares related to the outstanding stock options, stock warrants, Series A convertible Preferred Stock and bifurcated embedded derivative related to the Series A convertible Preferred Stock were 61,101,136 as the effect of their inclusion would be anti-dilutive. As of December 31, 2017, diluted loss per share excludes the impact of the total weighted average number of shares related to the outstanding stock options and stock warrants were 30,342,308 shares as the effect of their inclusion would be anti-dilutive. |
Liability for Employee Rights Upon Retirement | P. Liability for Employee Rights upon Retirement OWC’s liability for severance pay is pursuant to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which all OWC’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release OWC from any future severance payments in respect of those employees. 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, 2018, and 2017 amounted to $19 and $9, respectively. |
Income Taxes | Q. Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences 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 accounts for uncertain tax positions in accordance with ASC 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items during the years ended December 31, 2018 and 2017 and did not recognize any liability with respect to unrecognized tax position in its balance sheets. |
Revenue Recognition | R. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Company will determine revenue recognition through the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. A contract with a customer exists when all of the following criteria are met: the parties to the contract have approved it (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Revenues will be recognized when, or as, control of services or products is transferred to the customers at a point in time or over time, as applicable to each performance obligation. Revenues will be recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer, excluding amounts collected on behalf of other third parties and sales taxes. Deferred revenue will include amounts received with respect to consultation services not yet recognized as revenues. Such revenues will be deferred and recognized on a straight-line basis over the service period or when services are provided, as applicable to the contract. As the Company has not yet generated any operating revenues, the adoption of ASC 606 had no impact on the accompanying consolidated financial statements. |
Research and Development Expenses | S. Research and Development Expenses Research and development expenses are charged to the statement of comprehensive loss as incurred. |
Concentrations of Credit Risk | T. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with major banks in Israel and the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Legal and Other Contingencies | U. Legal and other Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Reclassification | V. Reclassification Certain amount in prior year consolidated balance sheets has been reclassified from account payables to other current liabilities in total amount of $28 to conform to the current year presentation. |
Recent Accounting Pronouncements Adopted | W. Recent Accounting Pronouncements Adopted 1. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (Topic 842) "Leases". Topic 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases". Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. In July 2018, the FASB issued amendments in ASU 2018-11, which provide a transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to change the date of initial application to the beginning of the earliest comparative period presented, or retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company believes that this new guidance will have no material impact on the Company’s consolidated financial statements. 2. Commencing January 1, 2018, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. As the Company does not have any restricted cash, adoption of this guidance had no impact on the Company’s consolidated financial statements. 3. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation”. The amendment provides guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting. The guidance became effective for the fiscal year beginning on January 1, 2018, including interim periods within that year. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. 4. In July 2017, the FASB issued ASU 2017-11, “Earnings per share: I. Accounting for Certain Financial Instruments with Down Round Features”, which allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company early adopted this guidance in connection with the down round feature within the embedded optional conversion feature of the preferred stock, as discussed in Note 5C. 5. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures, if any. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | US dollars December 31, 2018 2017 Furniture and office equipment 21 6 Computers 41 31 Photography 7 7 Machinery 4 1 73 45 Less - accumulated depreciation (36 ) (29 ) 37 16 |
Series A Preferred Stock and St
Series A Preferred Stock and Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Fair Value Assumptions | In estimating the fair value of the bifurcated embedded derivative related to the contingent redemption feature of the Series A Convertible Preferred Stock at the Initial Date and the bifurcated embedded derivative related to optional conversion feature upon trigger event at December 31, 2018, the Company used the following assumptions: December 31, 2018 Initial Date Risk-free interest rate (1) 2.62 % 2.13%-2.40 % Expected volatility (2) 82.35 % 258.3 % Expected life (in years) (3) 1.01 1.64 1. Risk- free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. 2. Expected volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent to the expected term of the bifurcated embedded derivative. 3. Expected life - the expected life was based on the expiration date of the bifurcated embedded derivative. |
Schedule of Fair Value on Recurring Basis | The changes in Level 3 liabilities associated with the 2018 Private Placement warrants are measured at fair value on a recurring basis. The following tabular presentation reflects the components of the liability associated with such warrants for year ended December 31, 2018: Fair value of liability related to warrants Balance at December 31, 2017 $ - Recognition of liability related to Warrants to purchase Common Stock 3,600 Revaluation of liability related to Warrants to purchase Common Stock (2,125 ) Balance at December 31, 2018 $ 1,475 |
Schedule of Change in Mezzanine Account | The below table outlines the change in the mezzanine account during the year ended December 31, 2018 - December 31, 2018 Opening balance, December 31, 2017 $ - Gross proceeds from April 2018 PIPE transaction 5,000 Recognition of Warrants issued to Purchaser to purchase Common Stock (3,000 ) Recognition of bifurcated embedded derivative (1,028 ) Allocation of issuance costs to Preferred Stock (199 ) Recognition of BCF on Preferred Stock (773 ) Accretion of Preferred Stock to redemption value 2,268 Partial conversion of Preferred Stock into shares of common stock (42 ) Closing balance, December 31, 2018 $ 2,226 |
Schedule of Stock Options Activity | The following table presents a summary of the status of the grants of stock options to employees, officers and directors under the 2016 Plan as of December 31, 2018. Amount Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value Options outstanding at December 31, 2016 35,100,000 $ 0.05 9.9 $ 4,405 Granted 3,000,000 $ 0.05 Exercise (293,906 ) $ 0.05 Forfeited (10,456,094 ) $ 0.05 Options outstanding at December 31, 2017 27,350,000 $ 0.05 9.0 $ 11,036 Granted 150,000 $ 0.05 Forfeited (250,000 ) $ 0.11 Options outstanding at December 31, 2018 27,250,000 $ 0.05 8.0 $ 1,453 Options exercisable at December 31, 2018 26,000,000 $ 0.05 8.0 $ 1,385 |
Schedule of Stock Options Assumptions | The following table presents the assumptions used to estimate the fair values of the options granted in the period presented: 2018 2017 Risk-free interest rate 1.1 % 1.8 % Dividend yield - - Expected volatility 242.5 % 255 % Expected term (in years) 5 5.5 - 6.5 |
Schedule of Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2018: Exercise price Outstanding at December 31, 2018 Weighted average remaining contractual life (years) Exercise price Exercisable at December 31, 2018 Weighted average remaining contractual life (years) $ 0.05 27,150,000 8.01 $ 0.05 25,900,000 8.0 $ 0.10-$0.30 100,000 2.8 $ $0.10-$0.30 100,000 2.8 27,250,000 26,000,000 |
Schedule of Warrants Activity | The following table presents a summary of the status of the grants of stock warrants as of December 31, 2018: Amount Weighted average exercise price Weighted average remaining contractual term (months) Aggregate intrinsic value Warrants outstanding at December 31, 2016 4,676,283 $ 0.26 30.0 $ 128 Granted 6,225,228 $ 0.64 Exercised (2,347,455 ) $ 0.18 Lapsed (203,187 ) $ 0.34 Warrants outstanding at December 31, 2017 8,350,869 $ 0.56 11.1 $ 673 Granted 15,000,000 $ 0.22 48.6 Exercised - $ - Lapsed (3,640,477 ) $ 0.81 Warrants outstanding at December 31, 2018 19,710,392 $ 0.25 38.8 $ 0 Warrants exercisable at December 31, 2018 19,710,392 $ 0.25 38.8 $ 0 |
Embedded Derivatives [Member] | |
Schedule of Fair Value on Recurring Basis | The changes in Level 3 liabilities associated with the 2018 Private Placement bifurcated embedded derivatives are measured at fair value on a recurring basis. The following tabular presentation reflects the components of such liability associated with such bifurcated embedded derivatives for the year ended December 31, 2018: Fair value of embedded derivative Balance at December 31, 2017 $ - Recognition of bifurcated embedded derivative 1,028 Revaluation of bifurcated embedded derivative 7,261 Partial conversion of shares of Series A Convertible Preferred Stock into shares of common stock (160 ) Balance at December 31, 2018 $ 8,129 |
Purchaser Warrant [Member] | |
Schedule of Fair Value Assumptions | In estimating the fair value of the Warrants on the Initial Date and December 31, 2018, the Company used the following assumptions: 12,500,000 Purchaser Warrants: December 31, 2018 Initial Date Risk-free interest rate (1) 2.49 % 2.79 % Expected volatility (2) 214.5 % 246 % Expected life (in years) (3) 4.33 5.00 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.10 $ 0.24 1. Risk- free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. 2. Expected volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent to the expected term of the warrants. 3. Expected life - the expected life was based on the expiration date of the warrants. 4. Expected dividend yield - was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. |
Placement Agent Warrants [Member] | |
Schedule of Fair Value Assumptions | 2,500,000 Placement agent Warrants: December 31, 2018 Initial Date Risk-free interest rate (1) 2.47 % 2.62 % Expected volatility (2) 219.9 % 252.6 % Expected life (in years) (3) 2.33 3.00 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.09 $ 0.24 1. Risk- free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. 2. Expected volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent to the expected term of the warrants. 3. Expected life - the expected life was based on the expiration date of the warrants. 4. Expected dividend yield - was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
General and Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | US dollars Year ended December 31, 2018 2017 Salaries and related expenses (*) 1,141 1,568 Professional fees (*) 1,435 2,205 Travel and expenses 92 58 Depreciation 7 8 Insurance 3 34 Other 181 240 2,859 4,113 (*) Including stock-based compensation expenses and amortization of services receivable amounted to $1,218 and $3,304 for the years ended December 31, 2018 and 2017, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Pretax Loss | The components of pretax loss are as follows: In US Dollars December 31 2018 2017 United States (8,750 ) (3,629 ) Israel (1,508 ) (932 ) (10,258 ) (4,561 ) |
Schedule of Deferred Tax Assets | Deferred income taxes reflect the net tax effects of net operating loss and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: In US Dollars December 31 2018 2017 Deferred tax assets: Net operating loss carryforward 1,280 826 General and Administrative 152 - Research and development credits 150 367 Net deferred tax asset before valuation allowance 1,582 1,193 Valuation allowance (1,582 ) (1,193 ) Net deferred tax assets - - |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated deficit | $ (27,222) | $ (14,517) | ||
Preferred stock designated | 500 | |||
Proceeds from issuance of warrant | $ 5,000 | 225 | ||
Proceeds from payments received on stock subscriptions | 105 | 51 | ||
Proceeds from issuance of common stock and detachable warrant | 1,668 | |||
Proceeds from non-recourse loan | 50 | $ 250 | ||
Payment of non-recourse loan | $ 300 | |||
Warrants [Member] | ||||
Stock conversion into common stock | 12,500,000 | |||
Series A Convertible Preferred Stock [Member] | ||||
Stock conversion into common stock | 25,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Impairment loss | ||
Monthly deposit rate | 8.33% | |
Severance expenses | $ 19 | $ 9 |
Other current liabilities | $ 28 | |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 61,101,136 | |
Stock Options and Stock Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 30,342,308 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 7 | $ 8 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and Equipment, gross | $ 73 | $ 45 |
Less - accumulated depreciation | (36) | (29) |
Property and Equipment, net | 37 | 16 |
Furniture and Office Equipment [Member] | ||
Property and Equipment, gross | 21 | 6 |
Computers [Member] | ||
Property and Equipment, gross | 41 | 31 |
Photography [Member] | ||
Property and Equipment, gross | 7 | 7 |
Machinery [Member] | ||
Property and Equipment, gross | $ 4 | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Dec. 06, 2018 | Nov. 22, 2017 | Dec. 29, 2016 | Nov. 03, 2016 | Mar. 17, 2016 | Feb. 08, 2016 | Oct. 11, 2015 | Oct. 22, 2014 | Nov. 30, 2017 | Dec. 27, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Research and development expenses | $ 712 | $ 441 | |||||||||||
Royalty term, description | The Group shall pay to Emilia a royalty at the rate of 10% of net sales during the period beginning upon the first commercial sale and ending 10 years thereafter. In the event the sale of the licensed product during the royalty term reaches the minimum sales targets set forth in the License Agreement, the royalty term will be extended for an additional 5-year term. | ||||||||||||
Rental agreement description | The Company signed a 2-year rental agreement with a landlord for its principle office located in Ramat Gan, Israel. The rental agreement included an option for one additional year (the "Option Period"). | ||||||||||||
Monthly rental fee | 4 | ||||||||||||
Remaining minimum payment total | $ 44 | ||||||||||||
Increased percentage of monthly rental fees | 7.00% | ||||||||||||
Rental expenses | $ 58 | $ 19 | |||||||||||
Default loan obligation related to shares granted | 2,354,480 | ||||||||||||
Litigation reserve | $ 15 | ||||||||||||
Proceeds from settlement funds | $ 121 | ||||||||||||
Stock options granted during the period | 150,000 | 3,000,000 | |||||||||||
Liability related to shares to be issued | $ 725 | ||||||||||||
Mr. Ziv Turner [Member] | |||||||||||||
Stock options granted during the period | 4,125,000 | ||||||||||||
Settlement on contingency | $ 180 | ||||||||||||
PharmItBe Ltd [Member] | |||||||||||||
Research and development expenses | 134 | ||||||||||||
Sheba [Member] | |||||||||||||
Repayment of related party debt | $ 170 | 129 | |||||||||||
State of Hawaii and the State of Pennsylvania [Member] | |||||||||||||
Right of first refusal amount | 100 | ||||||||||||
Research Agreement [Member] | |||||||||||||
Research and development expenses | 117 | 49 | |||||||||||
Service Agreement [Member] | |||||||||||||
Research and development expenses | |||||||||||||
Repayment of related party debt | $ 170 | ||||||||||||
Service Agreement [Member] | Through December 2018 [Member] | |||||||||||||
Repayment of related party debt | $ 66 | ||||||||||||
Settlement Agreement [Member] | Plaintiff [Member] | |||||||||||||
Settlement on contingency | $ 725 | ||||||||||||
Medmar LLC [Member] | |||||||||||||
Payments for royalties | $ 50 | $ 50 | |||||||||||
Revenues | $ 50 | ||||||||||||
Medmar LLC [Member] | License Agreement [Member] | |||||||||||||
Proceeds from non-refundable advance | $ 50 | ||||||||||||
Michepro Holding Ltd [Member] | |||||||||||||
Interest percentage, description | The interest of the parties in the JV shall be held by the parties such that the EU Partner shall hold 25% of such interest and OWC shall hold the remaining 75% of such interest |
Series A Convertible Preferre_2
Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 30, 2018 | Apr. 30, 2018 | Feb. 12, 2018 | Dec. 12, 2017 | Aug. 01, 2017 | Feb. 28, 2017 | Dec. 16, 2016 | Nov. 28, 2016 | Nov. 22, 2016 | Jan. 21, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred stock designated | 500 | 500 | ||||||||||||||||||
Preferred stock, shares issued | 490 | 490 | 490 | 0 | ||||||||||||||||
Dividend percentage, per annum | 5.00% | |||||||||||||||||||
Dividend paid on redeemable shares | $ 179 | |||||||||||||||||||
Aggregate liquidation preference | $ 5,880 | $ 5,880 | $ 5,880 | |||||||||||||||||
Preferred stock, shares outstanding | 490 | 490 | 490 | 0 | ||||||||||||||||
Gross cash proceeds | ||||||||||||||||||||
Revaluation of liability related to warrants to purchase common stock | 2,125 | |||||||||||||||||||
Bifurcated embedded derivative amount | $ (1,028) | (1,028) | ||||||||||||||||||
Change in fair value of stock | 7,261 | |||||||||||||||||||
Conversion of shares deducted value | 160 | |||||||||||||||||||
Beneficial conversion feature amount | 4,028 | 773 | ||||||||||||||||||
Issuance costs allocated to freestanding instruments | ||||||||||||||||||||
Proceeds from payments received on stock subscription | $ 105 | $ 51 | ||||||||||||||||||
Common stock shares issued | 150,207,393 | 150,207,393 | 150,207,393 | 147,758,908 | ||||||||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||
Number of restricted shares issued | 150,000 | |||||||||||||||||||
Consulting services expense | [1] | $ 1,435 | $ 2,205 | |||||||||||||||||
Stock issued for services, value | ||||||||||||||||||||
Stock options granted during the period | 150,000 | 3,000,000 | ||||||||||||||||||
Stock options shares exercisable | 26,000,000 | 26,000,000 | 26,000,000 | |||||||||||||||||
Stock options exercisable price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||
Number of stock option forfeited | 250,000 | 10,456,094 | ||||||||||||||||||
Compensation expenses | $ 814 | $ 2,050 | ||||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||||||||
Weighted average period | 9 years 10 months 25 days | |||||||||||||||||||
Cash received from exercise of stock warrants | $ 225 | |||||||||||||||||||
Number of stock option vested | 293,906 | |||||||||||||||||||
2016 Employee Incentive Plan [Member] | ||||||||||||||||||||
Estimate fair value assumptions | $ 64 | |||||||||||||||||||
Stock option granted, value | $ 150,000 | |||||||||||||||||||
Number of shares reserved for future issuance | 36,000,000 | 36,000,000 | 36,000,000 | |||||||||||||||||
Stock options granted during the period | 150,000 | 34,850,000 | ||||||||||||||||||
Stock options shares exercisable | 34,850,000 | 34,850,000 | 34,850,000 | |||||||||||||||||
Stock options exercisable price per share | $ 0.05 | $ 0.05 | $ 0.05 | |||||||||||||||||
Stock option vesting period | 3 years | 2 years | ||||||||||||||||||
Stock options vested descriptions | The stock options vested 1/3 on the grant date and the remaining 2/3 vested on a quarterly basis (8.33% per quarter). | |||||||||||||||||||
Number of stock option forfeited | 10,456,094 | |||||||||||||||||||
Compensation expenses | $ 109 | $ 645 | $ 408 | |||||||||||||||||
Weighted average period | 6 months 29 days | |||||||||||||||||||
Expected Dividend Yield [Member] | ||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||
Expected Volatility [Member] | ||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 282.00% | 282.00% | 282.00% | 282.00% | ||||||||||||||||
Lyons Capital LLC [Member] | ||||||||||||||||||||
Business development service expenses | $ 16 | $ 185 | ||||||||||||||||||
Services receivable | ||||||||||||||||||||
Jeff Smurlick [Member] | ||||||||||||||||||||
Business development service expenses | 111 | $ 260 | ||||||||||||||||||
Services receivable | ||||||||||||||||||||
Stock issued during period, services | 416,127 | |||||||||||||||||||
Stock issued for services, value | $ 370 | |||||||||||||||||||
2018 Private Placement [Member] | ||||||||||||||||||||
Stock exercise price of warrant | ||||||||||||||||||||
Outstanding unexercised warrants | 15,000,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||
Non current financial liability | $ 3,600 | $ 3,600 | ||||||||||||||||||
Related to warrants granted | $ 600 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Ownership percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||
Stock options exercisable price per share | $ 0.40 | |||||||||||||||||||
Maximum [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 0.11% | 0.11% | 0.11% | 0.11% | ||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Stock options exercisable price per share | $ 0.08 | |||||||||||||||||||
Minimum [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 0.10% | 0.10% | 0.10% | 0.10% | ||||||||||||||||
Newbridge Securities Corporation [Member] | ||||||||||||||||||||
Cash fees | $ 422 | |||||||||||||||||||
Warrant fees | 600 | |||||||||||||||||||
Issuance costs allocated to freestanding instruments | 823 | |||||||||||||||||||
Issuance costs allocated to preferred stock and deducted from mezzanine account | 199 | |||||||||||||||||||
Four Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Received through a placement of common stock units | $ 118 | |||||||||||||||||||
Number of common stock units through placement | 904,924 | |||||||||||||||||||
Sold per unit price | $ 0.13 | |||||||||||||||||||
Three Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Received through a placement of common stock units | $ 100 | |||||||||||||||||||
Number of common stock units through placement | 588,237 | |||||||||||||||||||
Sold per unit price | $ 0.17 | |||||||||||||||||||
Five Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Received through a placement of common stock units | $ 130 | |||||||||||||||||||
Number of common stock units through placement | 520,000 | |||||||||||||||||||
Sold per unit price | $ 0.25 | |||||||||||||||||||
Twenty Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Received through a placement of common stock units | $ 884 | |||||||||||||||||||
Number of common stock units through placement | 1,767,250 | |||||||||||||||||||
Sold per unit price | $ 0.50 | |||||||||||||||||||
Eleven Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Received through a placement of common stock units | $ 436 | |||||||||||||||||||
Number of common stock units through placement | 623,227 | |||||||||||||||||||
Sold per unit price | $ 0.70 | |||||||||||||||||||
Sorelenco Limited [Member] | ||||||||||||||||||||
Business development service expenses | 144 | $ 144 | ||||||||||||||||||
Unrecognized related services receivable | $ 121 | $ 121 | 121 | |||||||||||||||||
Bear Creek Capital [Member] | ||||||||||||||||||||
Consulting services expense | 6 | |||||||||||||||||||
Services receivable | ||||||||||||||||||||
Bear Creek Capital [Member] | Consulting Agreement [Member] | ||||||||||||||||||||
Received through a placement of common stock units | $ 262 | |||||||||||||||||||
Number of common stock units through placement | 100,000 | |||||||||||||||||||
Consultant [Member] | Lyons Capital LLC [Member] | ||||||||||||||||||||
Business development service expenses | 116 | $ 212 | ||||||||||||||||||
Services receivable | ||||||||||||||||||||
Stock issued during period, services | 450,000 | |||||||||||||||||||
Stock issued for services, value | $ 329 | |||||||||||||||||||
Investor and Public Relation [Member] | ||||||||||||||||||||
Consulting services expense | 40 | |||||||||||||||||||
Services receivable | ||||||||||||||||||||
Non-Employees [Member] | Lyons Capital LLC [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 400,000 | |||||||||||||||||||
Number of common stock units through placement | 300,000 | |||||||||||||||||||
Global Corporation Strategies [Member] | ||||||||||||||||||||
Consulting services expense | 7 | 129 | ||||||||||||||||||
Services receivable | ||||||||||||||||||||
Global Corporation Strategies [Member] | Two-Year Consulting Agreement [Member] | ||||||||||||||||||||
Number of restricted shares issued | 5,134,375 | |||||||||||||||||||
Number of restricted shares issued, value | $ 259 | |||||||||||||||||||
Employees [Member] | ||||||||||||||||||||
Stock option granted, value | $ 6 | |||||||||||||||||||
Stock options granted during the period | 250,000 | |||||||||||||||||||
Stock options shares exercisable | 250,000 | |||||||||||||||||||
Compensation expenses | $ 814 | $ 2,050 | ||||||||||||||||||
Employees [Member] | Maximum [Member] | ||||||||||||||||||||
Stock options exercisable price per share | $ 0.30 | |||||||||||||||||||
Employees [Member] | Minimum [Member] | ||||||||||||||||||||
Stock options exercisable price per share | $ 0.05 | |||||||||||||||||||
Two Officers [Member] | ||||||||||||||||||||
Estimate fair value assumptions | $ 1,019 | |||||||||||||||||||
Number of shares reserved for future issuance | 3,000,000 | |||||||||||||||||||
Stock options shares exercisable | 3,000,000 | |||||||||||||||||||
Stock options exercisable price per share | $ 0.05 | |||||||||||||||||||
Stock option vesting period | 2 years | |||||||||||||||||||
Stock options vested descriptions | 1,500,000 options become vested over a 2-year period from its grant date. The options shall vest 1/3 on the grant date and the remaining 2/3 on a quarterly basis (8.33% per quarter). | |||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||
Risk-free interest rate, minimum | 1.80% | |||||||||||||||||||
Risk-free interest rate, maximum | 2.07% | |||||||||||||||||||
Expected volatility | 255.00% | |||||||||||||||||||
Two Officers [Member] | Maximum [Member] | ||||||||||||||||||||
Weighted average period | 6 years 6 months | |||||||||||||||||||
Two Officers [Member] | Minimum [Member] | ||||||||||||||||||||
Weighted average period | 5 years | |||||||||||||||||||
Employees, officers and Directors [Member] | ||||||||||||||||||||
Weighted-average fair value of stock options granted | $ 0.42 | $ 0.34 | ||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
Number of stock option vested | 312,500 | |||||||||||||||||||
Settlement of common shares | 293,906 | |||||||||||||||||||
January 3, 2019 [Member] | Series A Convertible Preferred Stock Holder [Member] | ||||||||||||||||||||
Dividend paid to stock, shares | 832,368 | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock designated | 500 | 500 | 500 | |||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||
Preferred stock, shares issued | 500 | 500 | 500 | |||||||||||||||||
Dividend percentage, per annum | 5.00% | |||||||||||||||||||
Dividend per share, amount | $ 10 | |||||||||||||||||||
Dividend paid on redeemable shares | $ 179 | $ 65 | ||||||||||||||||||
Number of shares issued | 801,230 | |||||||||||||||||||
Payments of dividends | $ 114 | |||||||||||||||||||
Aggregate liquidation preference | $ 5,880 | $ 5,880 | $ 5,880 | |||||||||||||||||
Preferred stock, shares outstanding | 500 | 500 | 500 | |||||||||||||||||
Stock conversion of shares | 10 | 10 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||||||
Stock conversion price per share | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||
Conversion, description | Due to the Trigger Event as discussed below, the conversion price was adjusted to an amount equal to (A) 75% of the quotient determined by dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading Days prior to such Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received into Holder's brokerage account and fully cleared for trading, by (y) 3, minus (B) $0.01. | |||||||||||||||||||
Stock issued during period, services | ||||||||||||||||||||
Stock issued for services, value | ||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Preferred stock designated | 500 | 500 | ||||||||||||||||||
Stock conversion price per share | $ 0.20 | $ 0.20 | ||||||||||||||||||
Conversion, description | Due to the aforesaid Trigger Event, the conversion price was adjusted to an amount equal to (A) 75% of the quotient determined by dividing (x) the sum of the 3 lowest Closing Prices of the Common Stock during the period beginning 10 Trading Days prior to such Triggering Event Conversion Date and ending 3 Trading Days after the shares of Common Stock are received into Holder's brokerage account and fully cleared for trading, by (y) 3, minus (B) $0.01. | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Mandatory Redemption Date [Member] | ||||||||||||||||||||
Redemption of shares percentage | 110.00% | |||||||||||||||||||
Redemption of preferred stock amount | $ 10 | $ 10 | $ 10 | |||||||||||||||||
Gross cash proceeds | $ 10,000 | |||||||||||||||||||
Holders redeemed percentage | 50.00% | |||||||||||||||||||
Redemption description | (i) 115% of the stated value of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed on or prior to October 30, 2018 or (ii) 120% of the stated value of each Preferred Share ($10) plus any unpaid accrued dividends if redeemed after October 30, 2018 (the "Redemption Premium"). | |||||||||||||||||||
Proceeds form excess amount | $ 500 | |||||||||||||||||||
Offer redeemed percentage of outstanding | 100.00% | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Commencing January 1, 2019 [Member] | ||||||||||||||||||||
Stock conversion of shares | 50 | 50 | 50 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||
Stock conversion of shares | 10 | 10 | 10 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stock conversion of shares | 1,647,255 | 1,647,255 | 1,647,258 | 1,647,258 | 1,647,258 | |||||||||||||||
Stock issued during period, services | 1,166,127 | |||||||||||||||||||
Stock issued for services, value | [2] | |||||||||||||||||||
Cash received from exercise of stock warrants | $ 225 | |||||||||||||||||||
Number of shares exercised | 1,750,642 | |||||||||||||||||||
Common Stock [Member] | Consultant [Member] | ||||||||||||||||||||
Number of shares exercised | 334,450 | |||||||||||||||||||
Common Stock [Member] | Consultant One [Member] | ||||||||||||||||||||
Number of shares exercised | 262,363 | |||||||||||||||||||
Common Stock [Member] | Commencing January 1, 2019 [Member] | ||||||||||||||||||||
Stock conversion of shares | 24,871,345 | 24,871,345 | 24,871,345 | |||||||||||||||||
Warrants [Member] | ||||||||||||||||||||
Consulting services expense | $ 5 | $ 149 | ||||||||||||||||||
Services receivable | ||||||||||||||||||||
Estimate fair value assumptions | 154 | |||||||||||||||||||
Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 12,500,000 | 12,500,000 | ||||||||||||||||||
Stock exercise price of warrant | $ 0.22 | $ 0.22 | ||||||||||||||||||
Expiration of warrants | 5 years | 5 years | ||||||||||||||||||
Aggregate purchase price | $ 5,000 | |||||||||||||||||||
Bifurcated embedded derivative amount | 1,028 | $ 8,129 | ||||||||||||||||||
Warrants [Member] | Newbridge Securities Corporation [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||
Stock exercise price of warrant | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||
Solicitation fee percentage | 4.00% | |||||||||||||||||||
Warrants [Member] | Consultant [Member] | ||||||||||||||||||||
Number of shares exercised | 400,000 | |||||||||||||||||||
Warrants [Member] | Consultant One [Member] | ||||||||||||||||||||
Number of shares exercised | 400,000 | |||||||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||||||
Total direct and incremental issuance amount | $ 1,022 | |||||||||||||||||||
Class G Warrant Exercisable [Member] | Four Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 904,924 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.25 | |||||||||||||||||||
Expiration of warrants | 2 years | |||||||||||||||||||
Class H Warrant Exercisable [Member] | Four Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 904,924 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.40 | |||||||||||||||||||
Expiration of warrants | 3 years | |||||||||||||||||||
Class H Warrant Exercisable [Member] | Three Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 588,237 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.40 | |||||||||||||||||||
Expiration of warrants | 3 years | |||||||||||||||||||
Class I Warrant Exercisable [Member] | Five Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 520,000 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.50 | |||||||||||||||||||
Expiration of warrants | 2 years | |||||||||||||||||||
Class K Warrants Exercisable [Member] | Twenty Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 1,767,250 | |||||||||||||||||||
Stock exercise price of warrant | $ 1 | |||||||||||||||||||
Expiration of warrants | 18 months | |||||||||||||||||||
Class L Warrants Exercisable [Member] | Eleven Investors [Member] | Private Placement [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 623,227 | |||||||||||||||||||
Stock exercise price of warrant | $ 1.40 | |||||||||||||||||||
Expiration of warrants | 18 months | |||||||||||||||||||
Restricted Stock [Member] | Sorelenco Limited [Member] | ||||||||||||||||||||
Aggregate purchase price | $ 432 | |||||||||||||||||||
Common stock shares issued | 1,442,308 | |||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||
Restricted Stock [Member] | Bear Creek Capital [Member] | ||||||||||||||||||||
Number of restricted shares issued | 100,000 | |||||||||||||||||||
Number of restricted shares issued, value | $ 10 | |||||||||||||||||||
Class M Warrants Exercisable [Member] | Sorelenco Limited [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 1,250,000 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.08 | |||||||||||||||||||
Expiration of warrants | 12 months | |||||||||||||||||||
Class M Warrants Exercisable [Member] | Sorelenco Limited [Member] | Warrants Extended by Two Weeks [Member] | ||||||||||||||||||||
Stock exercise price of warrant | $ 1,250,000 | |||||||||||||||||||
Aggregate purchase price | $ 403 | |||||||||||||||||||
Class G Warrants Exercisable [Member] | Sorelenco Limited [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 448,462 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.25 | |||||||||||||||||||
Expiration of warrants | 2 years | |||||||||||||||||||
Class G Warrants Exercisable [Member] | Consultant [Member] | ||||||||||||||||||||
Aggregate purchase price | $ 41 | |||||||||||||||||||
Stock issued during period, services | 200,000 | |||||||||||||||||||
Class G Warrants Exercisable [Member] | Non-Employees [Member] | Lyons Capital LLC [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 200,000 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.25 | |||||||||||||||||||
Class H Warrants Exercisable [Member] | Sorelenco Limited [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 448,462 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.40 | |||||||||||||||||||
Expiration of warrants | 3 years | |||||||||||||||||||
Class H Warrants Exercisable [Member] | Consultant [Member] | ||||||||||||||||||||
Aggregate purchase price | $ 41 | |||||||||||||||||||
Stock issued during period, services | 200,000 | |||||||||||||||||||
Class H Warrants Exercisable [Member] | Non-Employees [Member] | Lyons Capital LLC [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 200,000 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.40 | |||||||||||||||||||
E Warrants [Member] | ||||||||||||||||||||
Right to acquire the outstanding shares | 350,000 | |||||||||||||||||||
Stock exercise price of warrant | $ 0.25 | |||||||||||||||||||
Expiration of warrants | 2 years | |||||||||||||||||||
Aggregate purchase price | $ 133 | |||||||||||||||||||
Consulting services expense | $ 129 | $ 4 | ||||||||||||||||||
Services receivable | ||||||||||||||||||||
General and Administrative Expenses [Member] | ||||||||||||||||||||
Stock option granted, value | $ 72 | |||||||||||||||||||
[1] | Including stock-based compensation expenses and amortization of services receivable amounted to $1,218 and $3,304 for the years ended December 31, 2018 and 2017, respectively. | |||||||||||||||||||
[2] | Representing an amount lower than $1. |
Series A Convertible Preferre_3
Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Fair Value Assumptions (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Purchaser Warrants [Member] | ||||
Fair value per warrant | $ 0.24 | $ 0.10 | ||
Placement Agent Warrants [Member] | ||||
Fair value per warrant | $ 0.24 | $ 0.09 | ||
Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.10% | 0.10% | ||
Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.11% | 0.11% | ||
Expected Volatility [Member] | ||||
Fair value assumptions, measurement input, percentages | 282.00% | 282.00% | ||
Expected Dividend Yield [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | ||
Valuation Technique, Option Pricing Model [Member] | Risk Free Interest Rate [Member] | ||||
Fair value assumptions, measurement input, percentages | [1] | 2.62% | ||
Valuation Technique, Option Pricing Model [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, percentages | [1] | 2.13% | ||
Valuation Technique, Option Pricing Model [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, percentages | [1] | 2.40% | ||
Valuation Technique, Option Pricing Model [Member] | Risk Free Interest Rate [Member] | Purchaser Warrants [Member] | ||||
Fair value assumptions, measurement input, percentages | [1] | 2.79% | 2.49% | |
Valuation Technique, Option Pricing Model [Member] | Risk Free Interest Rate [Member] | Placement Agent Warrants [Member] | ||||
Fair value assumptions, measurement input, percentages | [1] | 2.62% | 2.47% | |
Valuation Technique, Option Pricing Model [Member] | Expected Volatility [Member] | ||||
Fair value assumptions, measurement input, percentages | [2] | 258.30% | 82.35% | |
Valuation Technique, Option Pricing Model [Member] | Expected Volatility [Member] | Purchaser Warrants [Member] | ||||
Fair value assumptions, measurement input, percentages | [3] | 246.00% | 214.50% | |
Valuation Technique, Option Pricing Model [Member] | Expected Volatility [Member] | Placement Agent Warrants [Member] | ||||
Fair value assumptions, measurement input, percentages | [3] | 252.60% | 219.90% | |
Valuation Technique, Option Pricing Model [Member] | Expected Life [Member] | ||||
Fair value assumptions, measurement input, term | [4] | 1 year 7 months 21 days | 1 year 4 days | |
Valuation Technique, Option Pricing Model [Member] | Expected Life [Member] | Purchaser Warrants [Member] | ||||
Fair value assumptions, measurement input, term | [5] | 5 years | 4 years 3 months 29 days | |
Valuation Technique, Option Pricing Model [Member] | Expected Life [Member] | Placement Agent Warrants [Member] | ||||
Fair value assumptions, measurement input, term | [5] | 3 years | 2 years 3 months 29 days | |
Valuation Technique, Option Pricing Model [Member] | Expected Dividend Yield [Member] | Purchaser Warrants [Member] | ||||
Fair value assumptions, measurement input, percentages | [6] | 0.00% | 0.00% | |
Valuation Technique, Option Pricing Model [Member] | Expected Dividend Yield [Member] | Placement Agent Warrants [Member] | ||||
Fair value assumptions, measurement input, percentages | [6] | 0.00% | 0.00% | |
[1] | Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. | |||
[2] | Expected volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent to the expected term of the bifurcated embedded derivative. | |||
[3] | Expected volatility - was calculated based on actual historical stock price movements of the Company over a term that is equivalent to the expected term of the warrants. | |||
[4] | Expected life - the expected life was based on the expiration date of the bifurcated embedded derivative. | |||
[5] | Expected life - the expected life was based on the expiration date of the warrants. | |||
[6] | Expected dividend yield - was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. |
Series A Convertible Preferre_4
Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Fair Value Assumptions (Details) (Parenthetical) | Dec. 31, 2018shares |
Purchaser Warrants [Member] | |
Fair value of warrants | 12,500,000 |
Placement Agent Warrants [Member] | |
Fair value of warrants | 2,500,000 |
Series A Convertible Preferre_5
Series A Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair value on recurring basis, beginning balance | |||
Recognition of liability related to Warrants to purchase Common Stock | 3,600 | ||
Revaluation of liability related to Warrants to purchase common stock | (2,125) | ||
Recognition of bifurcated embedded derivative | $ 1,028 | 1,028 | |
Revaluation of bifurcated embedded derivative | 7,261 | ||
Fair value on recurring basis, ending balance | 1,475 | ||
Embedded Derivatives [Member] | |||
Fair value on recurring basis, beginning balance | |||
Recognition of bifurcated embedded derivative | 1,028 | ||
Revaluation of bifurcated embedded derivative | 7,261 | ||
Partial conversion of shares of Series A Convertible Preferred Stock into shares of common stock | (160) | ||
Fair value on recurring basis, ending balance | $ 8,129 |
Series A Preferred Stock and _2
Series A Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Change in Mezzanine Account (Details) - USD ($) $ in Thousands | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||
Opening balance, mezzanine account | |||
Gross proceeds from April 2018 PIPE transaction | 5,000 | ||
Recognition of Warrants issued to Purchaser to purchase Common Stock | (3,000) | ||
Recognition of bifurcated embedded derivative | $ (1,028) | (1,028) | |
Allocation of issuance costs to Preferred Stock | (199) | ||
Recognition of BCF on Preferred Stock | (773) | ||
Accretion of Preferred Stock to redemption value | 2,268 | ||
Partial conversion of Preferred Stock into shares of common stock | (42) | ||
Closing balance, mezzanine account | $ 2,226 |
Series A Preferred Stock and _3
Series A Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Number of stock options balance, outstanding beginning of year | 27,350,000 | 35,100,000 |
Number of stock options, granted | 150,000 | 3,000,000 |
Number of stock options, exercised | (293,906) | |
Number of stock options, forfeited | (250,000) | (10,456,094) |
Number of stock options balance, outstanding end of year | 27,250,000 | 27,350,000 |
Options exercisable, end of year | 26,000,000 | |
Weighted average exercise price balance, outstanding beginning of year | $ 0.05 | $ 0.05 |
Weighted average exercise price, granted | 0.05 | 0.05 |
Weighted average exercise price, exercised | 0.05 | |
Weighted average exercise price, forfeited | 0.11 | 0.05 |
Weighted average exercise price balance, outstanding end of year | 0.05 | 0.05 |
Weighted average exercise price, exercisable end of year | $ 0.05 | $ 0.05 |
Weighted average remaining contractual term (years), outstanding beginning | 9 years 10 months 25 days | |
Weighted average remaining contractual term (years), outstanding ending | 8 years | 9 years |
Weighted average remaining contractual term (years), exercisable ending | 8 years | |
Aggregate intrinsic value, outstanding beginning | $ 11,036 | $ 4,405 |
Aggregate intrinsic value, outstanding ending | 1,453 | $ 11,036 |
Aggregate intrinsic value, exercisable ending | $ 1,385 |
Series A Preferred Stock and _4
Series A Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Stock Options Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate | 1.10% | 1.80% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 242.50% | 255.00% |
Expected term (in years) | 5 years | |
Minimum [Member] | ||
Expected term (in years) | 5 years 6 months | |
Maximum [Member] | ||
Expected term (in years) | 6 years 6 months |
Series A Preferred Stock and _5
Series A Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Outstanding stock options | shares | 27,250,000 |
Option exercisable | shares | 26,000,000 |
Exercise Price Range 1 [Member] | |
Range of exercise prices, upper range limit | $ / shares | $ 0.05 |
Outstanding stock options | shares | 27,150,000 |
Weighted average remaining life (years) | 8 years 4 days |
Weighted average exercise price, outstanding | $ / shares | $ 0.05 |
Option exercisable | shares | 25,900,000 |
Weighted average exercise price, exercisable | 8 years |
Exercise Price Range 2 [Member] | |
Range of exercise prices, lower range limit | $ / shares | $ 0.10 |
Range of exercise prices, upper range limit | $ / shares | $ 0.30 |
Outstanding stock options | shares | 100,000 |
Weighted average remaining life (years) | 2 years 9 months 18 days |
Option exercisable | shares | 100,000 |
Weighted average exercise price, exercisable | 2 years 9 months 18 days |
Exercise Price Range 2 [Member] | Minimum [Member] | |
Weighted average exercise price, outstanding | $ / shares | $ 0.10 |
Exercise Price Range 2 [Member] | Maximum [Member] | |
Weighted average exercise price, outstanding | $ / shares | $ 0.30 |
Series A Preferred Stock and _6
Series A Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Warrants Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Number of shares warrants outstanding beginning balance | 8,350,869 | 4,676,283 |
Number of shares warrants granted | 15,000,000 | 6,225,228 |
Number of shares warrants exercised | (2,347,455) | |
Number of shares warrants lapsed | (3,640,477) | (203,187) |
Number of shares warrants outstanding ending balance | 19,710,392 | 8,350,869 |
Number of shares warrants exercisable at ending balance | 19,710,392 | 8,350,869 |
Weighted average exercise price warrants outstanding at beginning balance | $ 0.56 | $ 0.26 |
Weighted average exercise price warrants granted | 0.22 | 0.64 |
Weighted average exercise price warrants exercised | 0.18 | |
Weighted average exercise price warrants lapsed | 0.81 | 0.34 |
Weighted average exercise price warrants outstanding at ending balance | 0.25 | 0.56 |
Weighted average exercise price warrants exercisable at ending balance | $ 0.25 | $ 0.56 |
Weighted average remaining life in years outstanding at beginning balance | 11 months 3 days | 30 months |
Weighted average remaining life in years outstanding, granted | 48 months 18 days | |
Weighted average remaining life in years outstanding at ending balance | 38 months 24 days | |
Weighted average remaining life in years exercisable ending balance | 38 months 24 days | 11 months 3 days |
Aggregate intrinsic value outstanding at outstanding beginning balance | $ 673 | $ 128 |
Aggregate intrinsic value outstanding at outstanding ending balance | 0 | $ 673 |
Aggregate intrinsic value exercisable at ending balance | $ 0 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
General and Administrative Expense [Abstract] | |||
Salaries and related expenses | [1] | $ 1,141 | $ 1,568 |
Professional fees | [1] | 1,435 | 2,205 |
Travel and expenses | 92 | 58 | |
Depreciation | 7 | 8 | |
Insurance | 3 | 34 | |
Other | 181 | 240 | |
General and administrative expenses | $ 2,859 | $ 4,113 | |
[1] | Including stock-based compensation expenses and amortization of services receivable amounted to $1,218 and $3,304 for the years ended December 31, 2018 and 2017, respectively. |
General and Administrative Ex_4
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
General and Administrative Expense [Abstract] | ||
Stock-based compensation compensation and amortization of services receivable | $ 1,218 | $ 3,304 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reduction in corporate rate | 21.00% | 35.00% |
Deferred tax assets, reduction in valuation allowance | $ 335 | |
Income tax, deductible percentage of net operating losses from taxable income | 80.00% | |
Net operating losses carry forward, number of years | 20 years | |
Federal and state NOL carryforwards | $ 1,851 | |
Accumulated losses | $ 3,876 | |
Examination remains open for tax authorities, beginning | 2014 | |
Israel [Member] | ||
Income tax reconciliation description | a reduction of the corporate tax rate in 2017 from 25% to 24%, | a reduction of the corporate tax rate in 2017 from 25% to 24%, |
Examination remains open for tax authorities, beginning | 2013 | |
Expires in 2034 - 2037 [Member] | ||
Federal and state NOL carryforwards | $ 1,012 | |
Indefinite [Member] | ||
Federal and state NOL carryforwards | $ 839 | |
Thereafter [Member] | ||
Income tax reconciliation description | thereafter from 24% to 23%. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Pretax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (10,258) | $ (4,559) |
U.S. [Member] | ||
Net loss | (8,750) | (3,629) |
Israel [Member] | ||
Net loss | $ (1,508) | $ (932) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,280 | $ 826 |
General and Administrative | 152 | |
Research and development credits | 150 | 367 |
Net deferred tax asset before valuation allowance | 1,582 | 1,193 |
Valuation allowance | (1,582) | (1,193) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 18, 2019 | Feb. 14, 2019 | Feb. 04, 2019 | Feb. 01, 2019 | Jan. 14, 2019 | Jan. 03, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Options grant to purchase | 150,000 | 3,000,000 | |||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Subsequent Event [Member] | |||||||||
Stock issued to the purchased of preferred stock | 832,368 | ||||||||
Payments of dividends | $ 65 | ||||||||
Common stock, par value | $ 0.00001 | ||||||||
Reverse stock split, description | 1-for-500 | ||||||||
Subsequent Event [Member] | Preferred Stock [Member] | |||||||||
Conversion of convertible securities | 50 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Conversion of convertible securities | 24,871,345 | ||||||||
Subsequent Event [Member] | Ms. Russo [Member] | |||||||||
Annual salary | $ 106 | ||||||||
Signing bonus | $ 7 | ||||||||
Subsequent Event [Member] | Ms. Russo [Member] | Stock Incentive Plan [Member] | |||||||||
Options grant to purchase | 1,500,000 | ||||||||
Vesting period | 3 years | ||||||||
Vesting period, description | stock options shall vest upon the 1-year anniversary of the start date and the remaining stock options shall vest in eight equal quarterly instalments thereafter. | ||||||||
Subsequent Event [Member] | Ms. Russo [Member] | Stock Incentive Plan [Member] | 1 Year Anniversary Vesting Period [Member] | |||||||||
Options shall vest | 500,000 | ||||||||
Vesting period | 1 year | ||||||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | |||||||||
Options grant to purchase | 1,500,000 | ||||||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | 2016 Plan [Member] | |||||||||
Options grant to purchase | 1,500,000 | ||||||||
Vesting period | 2 years | ||||||||
Vesting period, description | stock options will vest over a 2-years period from the commencing on the first quarter after the first vesting event, in equal quarterly installments of 125,000 stock options per quarter. | ||||||||
Exercise price of options | $ 0.05 | ||||||||
Vesting percentage | 33.00% | ||||||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | First Vesting Period [Member] | 2016 Plan [Member] | |||||||||
Options grant to purchase | 1,000,000 | 166,656 | |||||||
Vesting period | 1 year | ||||||||
Subsequent Event [Member] | Chief Scientific Officer [Member] | Quarterly Installment Vesting Period [Member] | 2016 Plan [Member] | |||||||||
Options grant to purchase | 125,000 | ||||||||
Subsequent Event [Member] | Employees [Member] | 2016 Plan [Member] | |||||||||
Options grant to purchase | 500,000 | ||||||||
Vesting period | 3 years | ||||||||
Vesting period, description | stock options shall vest upon the 1-year anniversary of the start date and the remaining stock options shall vest in 8 equal quarterly instalments thereafter. | ||||||||
Exercise price of options | $ 0.22 |