OWC Pharmaceutical Research (OWCP) 10-Q 15 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 14, 2019
Document And Entity Information
Entity Registrant Name	OWC Pharmaceutical Research Corp.
Entity Central Index Key	0001431934
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		194,624,562
Trading Symbol	OWCP
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 2,800	$ 3,464
Other current assets	54	52
Total Current Assets	2,854	3,516
Property and equipment, net	35	37
Operating lease right-of-use assets, net	60
Total Assets	2,949	3,553
Current Liabilities:
Accounts payable	163	98
Operating lease liabilities, current	26
Other current liabilities	220	240
Deferred revenue	100	100
Total Current Liabilities	509	438
Non-current liabilities
Operating lease liabilities, non-current	34
Liability related to shares to be issued	725	725
Liability related to warrants to purchase Common Stock (Note 3)	400	1,475
Bifurcated embedded derivative, at fair value (Note 3)	8,583	8,129
Total Liabilities	10,251	10,767
Series A Convertible Preferred Stock (Note 4B):
Series A Convertible Preferred Stock, $0.00001 par value; 20,000,000 shares authorized at March 31, 2019 (Unaudited) and December 31, 2018; 440 and 490 shares issued and outstanding at March 31, 2019 (Unaudited) and December 31, 2018, respectively; Aggregate liquidation preference $5,280 at March 31, 2019 (Unaudited) (Note 4B)	2,940	2,226
Stockholders' Deficit:
Common stock, $0.00001 par value; 500,000,000 shares authorized at March 31, 2019 (unaudited) and December 31, 2018; 176,001,007 and 150,207,393 shares issued and outstanding at March 31, 2019 (unaudited) and December 31, 2018, respectively	2	2
Additional paid-in capital	19,353	18,137
Services receivable	(86)	(121)
Common stock subscriptions receivable	(239)	(239)
Accumulated deficit	(29,276)	(27,222)
Accumulated other comprehensive income	4	3
Total Stockholders' Deficit	(10,242)	(9,440)
Total Liabilities, Series A Convertible Preferred Stock, and Stockholders' Deficit	$ 2,949	$ 3,553

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
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	440	490
Series A convertible preferred stock, shares outstanding	440	490
Series A convertible preferred stock, liquidation preference	$ 5,280
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	176,001,007	150,207,393
Common stock, shares outstanding	176,001,007	150,207,393

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating expenses:
Research and development	$ 285	$ 155
General and administrative	498	821
Total operating expenses	783	976
Other expense (income):
Revaluation of liability related to warrants to purchase common stock (Note 3)	(1,075)
Revaluation of bifurcated embedded derivative (Note 3)	1,290
Other finance expense, net	2	1
Total other expense, net	217	1
Net loss	(1,000)	(977)
Other comprehensive income (loss)
Foreign currency translation adjustment	1	(3)
Comprehensive loss	(999)	(980)
Dividend on Series A Convertible Preferred Stock (Note 4B)	(65)
Accretion of Series A Convertible Preferred Stock to redemption value (Note 4B)	(989)
Net loss attributable to common stockholders	$ (2,055)	$ (977)
Basic and diluted per share amounts:
Basic and diluted net loss	$ (0.01)	$ (0.01)
Weighted average shares outstanding (basic and diluted)	161,749,548	147,758,908

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Series A Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - 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, 2017		$ 2		$ 16,169	$ (525)	$ (344)	$ (14,517)	$ 6	$ 791
Balance, shares at Dec. 31, 2017		147,758,908
Stock-based compensation				345					345
Stock-based compensation, shares
Amortization of services receivable					241				241
Accretion of Series A convertible preferred stock to redemption value (see also Note 4B)
Payments received on subscriptions receivable						105			105
Foreign Currency translation adjustment								(3)	3
Net loss							(977)		(977)
Balance at Mar. 31, 2018		$ 2		16,514	(284)	(239)	(15,494)	3	502
Balance, shares at Mar. 31, 2018		147,758,908
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
Stock-based compensation				40					40
Stock-based compensation, shares
Amortization of services receivable					35				35
Dividend on Series A redeemable convertible preferred stock (see also Note 4B)				65			(65)
Dividend on Series A redeemable convertible preferred stock (see also Note 4B), shares		832,368
Accretion of Series A convertible preferred stock to redemption value (see also Note 4B)	$ 989						(989)		989
Partial conversion of Series A Convertible Preferred stock into common stock (see also Note 4B)	$ (275)		[1]	1,111					1,111
Partial conversion of Series A Convertible Preferred stock into common stock (see also Note 4B), shares	(50)	24,961,347
Foreign Currency translation adjustment								1	(1)
Net loss							(1,000)		(1,000)
Balance at Mar. 31, 2019	$ 2,940	$ 2		$ 19,353	$ (86)	$ (239)	$ (29,276)	$ 4	$ (10,242)
Balance, shares at Mar. 31, 2019	440	176,001,007
[1]	Representing an amount lower than $1

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net Loss	$ (1,000)	$ (977)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation	2	2
Stock-based compensation	40	345
Amortization of services receivable	35	240
Revaluation of liability related to warrants to purchase common stock	(1,075)
Revaluation of bifurcated embedded derivative	1,290
Changes in assets and liabilities:
Decrease in lease right-of-use assets, net	7
Decrease (increase) in other current assets	(2)	63
Increase (decrease) in accounts payable	65	(2)
Decrease in other current liabilities	(20)	(42)
Decrease in lease liabilities	(7)
Cash used in operating activities:	(665)	(371)
Cash flows from investing activities:
Purchase of property and equipment		(10)
Cash used in investing activities		(10)
Cash flows from financing activities:
Proceeds from the payments of stock subscriptions		105
Cash provided by financing activities		105
Foreign currency translation adjustments on cash and cash equivalents	1	(3)
Change in cash and cash equivalents	(664)	(279)
Balance of cash and cash equivalents at beginning of period	3,464	970
Balance of cash and cash equivalents at end of period	2,800	691
Supplemental cash flow information: Non-cash transactions:
Dividend on Series A Convertible Preferred Stock	65
Accretion of Series A Convertible Preferred Stock to redemption value	989
Partial conversion of shares of Series A Convertible Preferred Stock into shares of common stock (Note 4B)	$ 836

General

General	3 Months Ended
	Mar. 31, 2019
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 company 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 and development of unique delivery systems. These include a cannabis-based topical ointment, cannabis sublingual disintegrating tablet and advanced Nasal delivery. The accompanying condensed consolidated financial statements of OWCP and its wholly owned subsidiary One World Cannabis, Ltd. (“OWC” or the “Israeli subsidiary”) 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 material revenues from operations and therefore is dependent upon external sources for financing its operations. As of March 31, 2019, the Company has an accumulated deficit of $29,276. 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 4). 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. On April 30, 2018, the Company entered into a Securities Purchase Agreement with a new investor (the “Purchaser”), pursuant to which, the Company issued (i) 500 shares of Preferred Stock designated as Series A Convertible Preferred Stock that are initially convertible into 25,000,000 shares of common stock and (ii) Warrants that are eligible for conversion initially into 12,500,000 shares of common stock for an aggregate purchase price of $5,000 (see also Note 4C) (the “April 2018 PIPE”). In addition, during the three months ended March 31, 2018, the Company received $105 through payment of stock subscriptions. C. Risk factors 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	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of Presentation Accounting Principles The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The accompanying condensed consolidated balance sheet as of March 31, 2019 has been derived from the consolidated financial statements contained in our Annual Report on form 10-K. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other interim period in the future. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these financial statements, the more significant estimates include (1) identification of financial instruments in liabilities (including embedded derivative), equity and mezzanine transactions and proper classification and measurement of financial instruments; (2) evaluation of going concern; and (3) contingencies. Net Loss Per Share 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 three months period ended March 31, 2019. 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 embedded derivative related to the contingent redemption feature of the Series A convertible Preferred Stock which their potential dilutive effect is considered using the “if-converted method”. For the three months ended March 31, 2019 and 2018, diluted loss per share excludes the impact of stock options, certain stock warrants, restricted stock awards, Series A convertible Preferred Stock and embedded derivative related to the contingent redemption feature of the Series A convertible Preferred Stock totaling 70,214,064 and 27,005,370 shares, respectively, as the effect of their inclusion would be anti-dilutive. Recently Adopted Accounting Pronouncements On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding Right-of-Use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new guidance using the modified retrospective transition approach by applying the new standard to leases existing at the date of initial application and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged (as of the adoption date the Company is not involved in finance leases as lessee or as lessor). The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of comprehensive loss on a straight-line basis over the lease term. Upon adoption, the Company recognized total ROU assets of $67, with corresponding liabilities of $67 on the condensed consolidated balance sheets. The adoption did not impact our beginning retained earnings, or our prior year condensed consolidated statements of comprehensive loss and condensed consolidated statements of cash flows. Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company use its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating would be. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current on the condensed consolidated balance sheets. The components of lease costs, lease term and discount rate are as follows: Three Months Ended March 31, 2019 (unaudited) Operating lease cost: vehicle 7 7 Remaining Lease Term vehicle 1.75-2.75 years Weighted Average Discount Rate vehicle 5 % The following is a schedule, by years, of maturities of operating lease liabilities as of March 31, 2019: Period: The remainder of 2019 21 2020 28 2021 17 Total operating lease payments 66 Less: imputed interest 6 Present value of lease liabilities 60 B. Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standard Update 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (ASU 2018-07). ASU 2018-07 aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. Consistent with the accounting requirement for employee share-based payment awards, awards within the scope of Topic 718 will be measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards will be measured at the grant date. With respect to awards with performance conditions ASU 2018-07 concludes that, consistent with the accounting for employee share-based payment awards, an entity will consider the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-07 also requires that the classification of equity classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless the award was modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. In addition, ASU 2018-07 includes certain Non-public Entity-Specific Amendments ASU 2018-07 is effective for Public entities in annual periods beginning after December 15, 2018, and interim periods within those years (first quarter of 2019 for the company). Early adoption is permitted, including in an interim period, but not before an entity adopts the new revenue guidance (which was adopted by the Company in its interim financial statements for 2018). An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The adoption of ASU 2018-07 did not have a significant impact on its consolidated financial statements.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 3: FAIR VALUE MEASUREMENTS ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. ASC 820 also establishes the following fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Warrants and bifurcated embedded derivative related to Series A convertible Preferred Stock (see also Note 4C) have been classified at Level 3. In estimating the fair value of the Warrants as of March 31, 2019 and December 31, 2018, the Company used the following assumptions: 12,500,000 Purchaser Warrants: March 31, 2019 December 31, 2018 Risk-free interest rate (1) 2.22 % 2.49 % Expected volatility (2) 224.1 % 214.5 % Expected life (in years) (3) 4.08 4.33 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.03 $ 0.1 2,500,000 Newbridge Warrants: March 31, 2019 December 31, 2018 Risk-free interest rate (1) 2.27 % 2.47 % Expected volatility (2) 102.9 % 219.9 % Expected life (in years) (3) 2.08 2.33 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.01 $ 0.09 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 April 2018 PIPE warrants are measured at fair value on a recurring basis. The following tabular presentation reflects the components of the liability associated with such warrants as of March 31, 2019: Fair value of liability related to warrants Balance at December 31, 2018 $ 1,475 Revaluation of warrants to purchase Common Stock (1,075 ) Balance at March 31, 2019 (unaudited) $ 400 In estimating the fair value of the bifurcated embedded derivative related to Series A Convertible Preferred Stock, the Company used the following assumptions: March 31, 2019 December 31, 2018 Risk-free interest rate (1) 2.31 % 2.62 % Expected volatility (2) 108.36 % 82.65 % Expected life (in years) (3) 0.84 1.01 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 contingent redemption feature. 3. Expected life - the expected life was based on the expiration date of the contingent redemption feature. The changes in Level 3 liabilities associated with the April 2018 PIPE 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 three months ended March 31, 2019: Fair value of bifurcated embedded derivative Balance at December 31, 2018 $ 8,129 Revaluation of bifurcated embedded derivative 1,290 Partial conversion of Preferred Stock into shares of common stock (836 ) Balance at March 31, 2019 (unaudited) $ 8,583 The Company’s management is measuring the fair value of the 2018 Private Placement warrants issued to the Purchaser and Newbridge Securities Corporation, through LifeTech Capital, the placement agent for the April 2018 PIPE (“Newbridge”) and the bifurcated embedded derivative related to Series A Convertible Preferred Stock by using the services of external independent appraiser. During the period commencing April 30, 2018 and ended March 31, 2019, no warrants have been exercised. As of March 31, 2019, there were 15,000,000 outstanding unexercised Warrants (including Warrants issued to both the Purchaser and Newbridge) related to the April 2018 PIPE.

Series A Convertible Preferred

Series A Convertible Preferred Stock And Stockholders' Deficit	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Series A Convertible Preferred Stock And Stockholders' Deficit	NOTE 4 - SERIES A CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT A. Common Stock The Company’s common stock confer upon their holders the following rights: ■ The right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle its holder, when attending and participating in the voting in person or via agent or letter, to one vote; ■ The right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets or any other distribution pro rata to the par value of the shares held by them; and ■ The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by them. B. Series A Convertible Preferred Stock 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 of the Company’s preferred stock as “Series A Convertible Preferred Stock”. As more fully described below, on April 30, 2018, the Company 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, $65 out of which was paid at January 3, 2019 through issuance of 832,368 shares of common stock. During the period commencing January 1, 2019 through March 31, 2019, the Company recorded an amount of $65 as dividend on Series A Convertible Preferred Stock which was paid by the Company by issuance of 3,563,950 shares of common stock to the Purchaser on April 1, 2019 (see also Note 6A). ■ 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 January 1, 2019 through March 31, 2019, the Purchaser converted an aggregate of 50 shares of Preferred Stock into an aggregate of 24,961,347 shares of the Common Stock at the conversion prices in effect on the respective conversion dates. ■ 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. ■ 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 March 31, 2019, the Company is not in compliance with the Equity Conditions and therefore beginning January 31, 2019 for every 30-days period thereafter, at the request of the purchaser, we might be required to redeem in cash, 1/12 th C. Securities Purchase Agreement 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 initially convertible into 25,000,000 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 initially 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 (since the Initial Date through March 31, 2019, no adjustments have been made to the conversion price), for an aggregate purchase price of $5,000. The Company engaged 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 (since the Initial Date through March 31, 2019, no adjustments have been made to the conversion price). 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 Purchaser in connection with the Agreement (since the Initial Date through March 31, 2019, 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 Series A Certificate of Designation. 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 Series A 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, the Warrants were accounted for and recognized as a non-current financial liability on the consolidated balance sheet under ASC 815-40-25 and were measured at fair value at the initial date and 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. Thus, the Warrants amounting to $400 and $1,475 were measured at fair value on March 31, 2019 and December 31, 2018, respectively. For the three months period ended March 31, 2019, the Company recorded income in total amount of $1,075, due to revaluation of Warrants to purchase shares of Common Stock in the statement of operations and comprehensive loss as separate line (see also Note 3). In addition, at the Initial Date, the Company identified several embedded features which 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 upon initial recognition. 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 $8,583 and $8,129 were measured at fair value on March 31, 2019 and December 31, 2018, respectively. The change in the fair value is resulted from revaluation of the bifurcated embedded derivatives in total amount of $1,290 which was recognized under other expenses in the statement of comprehensive loss in a separate line for the three months ended March 31, 2019. In addition, upon a partial conversion of 50 share of Series A Convertible Preferred Stock into 24,961,347 shares of common stock, a relative portion of $275 was reclassified to equity (see also Note 3). Under ASC 480-10-S99 “Distinguishing Liabilities from Equity”, since the Series A Convertible 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 three months ended March 31, 2019 - Three months ended March 31, 2019 Unaudited Balance at December 31, 2018 $ 2,226 Accretion of Preferred Stock to redemption value 989 Partial conversion of Preferred Stock into shares of common stock (275 ) Balance at March 31, 2019 $ 2,940 D. Stock-based compensation 1. In 2019, the Company approved the Amended and Restated 2016 Employee Incentive Plan (the “2016 Plan”) which provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants, and advisors. The number of shares reserved for issuance under the 2016 Plan is 36,000,000 shares of common stock. 2. Stock options grants: A. B. C. 3. The following tables present a summary of the status of the grants to employees, officers and directors as of March 31, 2019: Shares Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (*) Options outstanding at December 31, 2018 27,250,000 $ 0.05 8.0 $ 1,453 Granted 3,500,000 $ 0.15 - - Forfeited (750,000 ) $ 0.05 - - Options outstanding at March 31, 2019 30,000,000 $ 0.06 8.04 $ - Options exercisable at March 31, 2019 26,750,000 $ 0.05 7.83 $ - (*) The aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the Company’s Ordinary Shares on the last traded day of first quarter of 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2019. This amount is impacted by the changes in the fair value of the Company’s shares. 4. The following table summarizes information about stock options outstanding at March 31, 2019: Options Outstanding Options Exercisable Range of exercise prices Shares Weighted average exercise price Weighted average remaining life (years) Shares Weighted average exercise price $0.05 27,900,000 $ 0.05 7.92 26,650,000 $ 0.05 $0.10-$0.30 2,100,000 $ 0.22 9.70 100,000 $ 0.20 Total Shares 30,000,000 $ 0.06 8.04 26,750,000 $ 0.05 5. As of March 31, 2019, there was $223 of total unrecognized compensation cost related to non-vested stock options granted under the 2016 Plan. This cost is expected to be recognized over a weighted-average period of 0.71 years. 6. The total equity-based compensation expense related to all of the Company’s equity-based awards issued to employees, recognized for the three months ended March 31, 2019 and 2018 amounted to $40 and $345, respectively. The expense for the three months ended March 31, 2019 is net of credit from reversal of previous expense on forfeited option. These expenses have been recorded as general and administrative expenses as part of the statement of comprehensive loss. 7. On December 12, 2017, the Company entered into a new agreement with a service provider, Lyons Capital LLC, pursuant to which the service provider rendered services in February 2018 relating to the 2018 Wall Street Conference at the Deerfield Beach Florida Hilton and sponsorship in the conference for consideration of 150,000 fully vested restricted shares of Common Stock of the Company. The grant was accounted for under ASC 505-50 “share-based payment arrangement with nonemployees”, when the fair value of the grant amounting to $72 was recorded as part of general and administrative expenses for the year ended December 31, 2018. As of March 31, 2019, the aforesaid shares have not been issued by the Company. E. Common stock subscriptions receivable In January 2018, the Company received a cash payment of $105 for common stock subscriptions receivable from a former employee. F. Amortization of services receivable Prior to January 1, 2019 the Company had granted stock awards to non-employees that are being recognized ratably over the requisite service periods. The Company recognized amortization of services receivable of $35 and $241 for the three months ended March 31, 2019 and 2018, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 5 - 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 “License 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 License Agreement) in the State of Maryland, against payment by Medmar to OWC of a royalty. As part of the License 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 March 31, 2019 and 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 in the aggregate amount of $100. 2. In August 2017, OWC engaged PharmItBe Ltd, a company specializing in pharmaceutical research and development to develop and produce 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 $29 during the three months ended March 31, 2018. A. Commitments 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 March 31, 2019. 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 cannabis-based topical ointment to treat psoriasis. On November 27, 2016, the Company and OWC (the “Group”) entered into a license agreement with Emilia (the “Emilia License Agreement”). During the fourth quarter of 2016, the Group completed the development process and then initiated a phase I study at Chaim Sheba Medical Center (“Sheba”) to explore the safety of the cannabis-based topical ointment on psoriasis. Prior to entering into the Emilia License Agreement, the Group and Emilia conducted a development and evaluation program (as defined in the Emilia 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 Emilia 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 Emilia 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 ten percent of net sales during the period beginning upon the first commercial sale and ending ten years thereafter. In the event the sale of the licensed product during the royalty term reaches the minimum sales targets set forth in the Emilia License Agreement, the royalty term will be extended for an additional five-year term. No sales have occurred to date and therefore there is no impact on these consolidated financial statements. A. Commitments 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, the remainder of payment, $37 was paid through the period of 3 months ended March 31, 2018. The amounts of $37 and $44 have been recorded as research and development expenses related to the Trial during the period of three months ended March 31, 2019 and 2018, 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. During the three months ended March 31, 2019 and 2018, 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. 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 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 March 31, 2019 and December 31, 2018, in total amount of $725.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 6 - SUBSEQUENT EVENTS A. Dividend distribution on Series A Convertible Preferred Stock On April 1, 2019, the Company paid a dividend of $65 by issuing 3,563,950 shares of common stock to the Purchaser of the Preferred Stock (see also Note 4B). B. Commencement of Safety and Pharmacokinetics (PK) study of OWC’s soluble tablet versus Sativex® On April 15, 2019, the Company commenced a single dose, randomized, crossover study to compare the safety, tolerability and pharmacokinetics (PK) of OWC’s Medical Grade Cannabis - Orally Disintegrating Tablets (MGC-ODT) versus buccal Sativex®, in healthy adult volunteers (NCT03936907). The study is being conducted at the Souraski Medical Center in Tel Aviv, Israel. This is a crossover study in which participants are administered with Sativex and OWC’s MGC-ODT, randomly, at least two weeks apart. Plasma is collected during a 24-hour period, at pre-determined times, and side effects are being monitored. The participants’ concentrations of THC, CBD and 11-OH-THC will be quantified, and their plasma PK analyzed. The safety, tolerability and PK profile following Sativex and MGC-ODT will be compared. C. Issuance of Unregistered Securities As discussed in Note 4B, commencing April 1, 2019 through the date of these condensed consolidated financial statements, the Purchaser converted an aggregate of 5 shares of Preferred Stock into an aggregate of 15,059,605 shares of Common Stock.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	A. Basis of Presentation Accounting Principles The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The accompanying condensed consolidated balance sheet as of March 31, 2019 has been derived from the consolidated financial statements contained in our Annual Report on form 10-K. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other interim period in the future. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As part of these financial statements, the more significant estimates include (1) identification of financial instruments in liabilities (including embedded derivative), equity and mezzanine transactions and proper classification and measurement of financial instruments; (2) evaluation of going concern; and (3) contingencies. Net Loss Per Share 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 three months period ended March 31, 2019. 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 embedded derivative related to the contingent redemption feature of the Series A convertible Preferred Stock which their potential dilutive effect is considered using the “if-converted method”. For the three months ended March 31, 2019 and 2018, diluted loss per share excludes the impact of stock options, certain stock warrants, restricted stock awards, Series A convertible Preferred Stock and embedded derivative related to the contingent redemption feature of the Series A convertible Preferred Stock totaling 70,214,064 and 27,005,370 shares, respectively, as the effect of their inclusion would be anti-dilutive. Recently Adopted Accounting Pronouncements On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding Right-of-Use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new guidance using the modified retrospective transition approach by applying the new standard to leases existing at the date of initial application and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged (as of the adoption date the Company is not involved in finance leases as lessee or as lessor). The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease classification, its assessment on whether a contract was or contains a lease, and its initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of comprehensive loss on a straight-line basis over the lease term. Upon adoption, the Company recognized total ROU assets of $67, with corresponding liabilities of $67 on the condensed consolidated balance sheets. The adoption did not impact our beginning retained earnings, or our prior year condensed consolidated statements of comprehensive loss and condensed consolidated statements of cash flows. Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company use its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating would be. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current on the condensed consolidated balance sheets. The components of lease costs, lease term and discount rate are as follows: Three Months Ended March 31, 2019 (unaudited) Operating lease cost: vehicle 7 7 Remaining Lease Term vehicle 1.75-2.75 years Weighted Average Discount Rate vehicle 5 % The following is a schedule, by years, of maturities of operating lease liabilities as of March 31, 2019: Period: The remainder of 2019 21 2020 28 2021 17 Total operating lease payments 66 Less: imputed interest 6 Present value of lease liabilities 60
Recent Accounting Pronouncements	B. Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standard Update 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (ASU 2018-07). ASU 2018-07 aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. Consistent with the accounting requirement for employee share-based payment awards, awards within the scope of Topic 718 will be measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards will be measured at the grant date. With respect to awards with performance conditions ASU 2018-07 concludes that, consistent with the accounting for employee share-based payment awards, an entity will consider the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-07 also requires that the classification of equity classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless the award was modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. In addition, ASU 2018-07 includes certain Non-public Entity-Specific Amendments ASU 2018-07 is effective for Public entities in annual periods beginning after December 15, 2018, and interim periods within those years (first quarter of 2019 for the company). Early adoption is permitted, including in an interim period, but not before an entity adopts the new revenue guidance (which was adopted by the Company in its interim financial statements for 2018). An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The adoption of ASU 2018-07 did not have a significant impact on its consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Schedule of Components of Lease Costs, Lease Term and Discount Rate	The components of lease costs, lease term and discount rate are as follows: Three Months Ended March 31, 2019 (unaudited) Operating lease cost: vehicle 7 7 Remaining Lease Term vehicle 1.75-2.75 years Weighted Average Discount Rate vehicle 5 %
Schedule of Maturities of Operating Lease Liabilities by Years	The following is a schedule, by years, of maturities of operating lease liabilities as of March 31, 2019: Period: The remainder of 2019 21 2020 28 2021 17 Total operating lease payments 66 Less: imputed interest 6 Present value of lease liabilities 60

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2019
Embedded Derivative [Member]
Schedule of Warrants Assumptions	In estimating the fair value of the bifurcated embedded derivative related to Series A Convertible Preferred Stock, the Company used the following assumptions: March 31, 2019 December 31, 2018 Risk-free interest rate (1) 2.31 % 2.62 % Expected volatility (2) 108.36 % 82.65 % Expected life (in years) (3) 0.84 1.01 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.
PIPE Bifurcated Embedded Derivatives [Member]
Schedule of Fair Value on Recurring Basis	The following tabular presentation reflects the components of such liability associated with such bifurcated embedded derivatives for the three months ended March 31, 2019: Fair value of bifurcated embedded derivative Balance at December 31, 2018 $ 8,129 Revaluation of bifurcated embedded derivative 1,290 Partial conversion of Preferred Stock into shares of common stock (836 ) Balance at March 31, 2019 (unaudited) $ 8,583
Purchaser Warrants [Member]
Schedule of Warrants Assumptions	In estimating the fair value of the Warrants as of March 31, 2019 and December 31, 2018, the Company used the following assumptions: 12,500,000 Purchaser Warrants: March 31, 2019 December 31, 2018 Risk-free interest rate (1) 2.22 % 2.49 % Expected volatility (2) 224.1 % 214.5 % Expected life (in years) (3) 4.08 4.33 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.03 $ 0.1 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.
Newbridge Warrants [Member]
Schedule of Warrants Assumptions	2,500,000 Newbridge Warrants: March 31, 2019 December 31, 2018 Risk-free interest rate (1) 2.27 % 2.47 % Expected volatility (2) 102.9 % 219.9 % Expected life (in years) (3) 2.08 2.33 Expected dividend yield (4) 0 % 0 % Fair value per Warrant $ 0.01 $ 0.09 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.
PIPE Warrants [Member]
Schedule of Fair Value on Recurring Basis	Fair value of liability related to warrants Balance at December 31, 2018 $ 1,475 Revaluation of warrants to purchase Common Stock (1,075 ) Balance at March 31, 2019 (unaudited) $ 400

Series A Convertible Preferre_2

Series A Convertible Preferred Stock And Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Schedule of Change in Mezzanine Account	The below table outlines the change in the mezzanine account during the three months ended March 31, 2019 - Three months ended March 31, 2019 Unaudited Balance at December 31, 2018 $ 2,226 Accretion of Preferred Stock to redemption value 989 Partial conversion of Preferred Stock into shares of common stock (275 ) Balance at March 31, 2019 $ 2,940
Schedule of Stock Options Activity	The following tables present a summary of the status of the grants to employees, officers and directors as of March 31, 2019: Shares Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (*) Options outstanding at December 31, 2018 27,250,000 $ 0.05 8.0 $ 1,453 Granted 3,500,000 $ 0.15 - - Forfeited (750,000 ) $ 0.05 - - Options outstanding at March 31, 2019 30,000,000 $ 0.06 8.04 $ - Options exercisable at March 31, 2019 26,750,000 $ 0.05 7.83 $ - (*) The aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the Company’s Ordinary Shares on the last traded day of first quarter of 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2019. This amount is impacted by the changes in the fair value of the Company’s shares.
Schedule of Stock Options Outstanding	The following table summarizes information about stock options outstanding at March 31, 2019: Options Outstanding Options Exercisable Range of exercise prices Shares Weighted average exercise price Weighted average remaining life (years) Shares Weighted average exercise price $0.05 27,900,000 $ 0.05 7.92 26,650,000 $ 0.05 $0.10-$0.30 2,100,000 $ 0.22 9.70 100,000 $ 0.20 Total Shares 30,000,000 $ 0.06 8.04 26,750,000 $ 0.05

General (Details Narrative)

General (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Accumulated deficit		$ (29,276)		$ (27,222)
Preferred stock designated	500
Proceeds from issuance of warrant	$ 5,000
Proceeds from payments received on stock subscriptions			$ 105
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_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Operating lease ROU assets	$ 60
Lease liability	$ 60
Series A Convertible Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share, amount	70,214,064	27,005,370

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Components of Lease Costs, Lease Term and Discount Rate (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Operating lease cost	$ 7
Vehicle [Member]
Operating lease cost	$ 7
Weighted Average Discount Rate	5.00%
Vehicle [Member] | Minimum [Member]
Remaining Lease Term	1 year 9 months
Vehicle [Member] | Maximum [Member]
Remaining Lease Term	2 years 9 months

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Maturities of Operating Lease Liabilities by Years (Details) $ in Thousands	Mar. 31, 2019USD ($)
Accounting Policies [Abstract]
The remainder of 2019	$ 21
2020	28
2021	17
Total operating lease payments	66
Less: imputed interest	6
Present value of lease liabilities	$ 60

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative)	Mar. 31, 2019shares
Outstanding unexercised warrants	15,000,000
Purchaser Warrants [Member]
Outstanding unexercised warrants	12,500,000
Newbridge Warrants [Member]
Outstanding unexercised warrants	2,500,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Warrants Assumptions (Details) - Valuation Technique, Option Pricing Model [Member] - $ / shares		3 Months Ended	12 Months Ended
		Mar. 31, 2019	Dec. 31, 2018
Purchaser Warrants [Member]
Fair value per Warrant		$ 0.03	$ 0.1
Newbridge Warrants [Member]
Fair value per Warrant		$ 0.01	$ 0.09
Risk Free Interest Rate [Member] | Embedded Derivative [Member]
Fair value assumptions, measurement input percentages	[1]	2.31%	2.62%
Risk Free Interest Rate [Member] | Purchaser Warrants [Member]
Fair value assumptions, measurement input percentages	[1]	2.22%	2.49%
Risk Free Interest Rate [Member] | Newbridge Warrants [Member]
Fair value assumptions, measurement input percentages	[1]	2.27%	2.47%
Expected Volatility [Member] | Embedded Derivative [Member]
Fair value assumptions, measurement input percentages	[2]	108.36%	82.65%
Expected Volatility [Member] | Purchaser Warrants [Member]
Fair value assumptions, measurement input percentages	[2]	224.10%	214.50%
Expected Volatility [Member] | Newbridge Warrants [Member]
Fair value assumptions, measurement input percentages	[2]	102.90%	219.90%
Expected Life (In Years) [Member] | Embedded Derivative [Member]
Fair value assumptions, Expected life (in years)	[3]	10 months 3 days	1 year 4 days
Expected Life (In Years) [Member] | Purchaser Warrants [Member]
Fair value assumptions, Expected life (in years)	[3]	4 years 29 days	4 years 3 months 29 days
Expected Life (In Years) [Member] | Newbridge Warrants [Member]
Fair value assumptions, Expected life (in years)	[3]	2 years 29 days	2 years 3 months 29 days
Expected Dividend Yield [Member] | Purchaser Warrants [Member]
Fair value assumptions, measurement input percentages	[4]	0.00%	0.00%
Expected Dividend Yield [Member] | Newbridge Warrants [Member]
Fair value assumptions, measurement input percentages	[4]	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 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.

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revaluation of warrants to purchase Common Stock	$ 1,075
Partial conversion of Preferred Stock into shares of common stock	(275)
PIPE Bifurcated Embedded Derivatives [Member]
Fair value on recurring basis, beginning balance	8,129
Revaluation of bifurcated embedded derivative	1,290
Partial conversion of Preferred Stock into shares of common stock	(836)
Fair value on recurring basis, ending balance	8,583
Warrants [Member]
Fair value on recurring basis, beginning balance	1,475
Revaluation of warrants to purchase Common Stock	(1,075)
Fair value on recurring basis, ending balance	$ 400

Series A Convertible Preferre_3

Series A Convertible Preferred Stock And Stockholders' Deficit (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 04, 2019	Jan. 14, 2019	Jan. 03, 2019	Apr. 30, 2018	Dec. 12, 2017	Apr. 30, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2018
Preferred stock designated				500		500
Preferred stock series, shares issued							440		490	490
Dividend percentage, per annum							5.00%
Dividend paid on redeemable shares							$ 65
Aggregate liquidation preference							5,280
Revaluation of liability related to warrants to purchase common stock							1,075
Change in fair value of stock							1,290
Partial conversion of Preferred Stock into shares of common stock							$ (275)
Stock options granted during the period							3,500,000
Stock options exercisable price per share							$ 0.05
Expected dividend yield							0.00%
Risk-free interest rate							1.10%
Expected term							5 years
Stock-based compensation							$ 40	345
General and administrative expenses							498	821
Proceeds from the payments of stock subscriptions								105
Amortization of services receivable							$ 35	$ 241
2016 Employee Incentive Plan [Member]
Number of shares reserved for future issuance							36,000,000
Stock options granted during the period		500,000
Stock options exercisable price per share		$ 0.22
Stock option vesting period		3 years
Stock options vested descriptions		The options shall vest 1/3 one year from 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		2.51%
Expected volatility		252.00%
Expected term		4 years 5 months 16 days
Stock option granted, value		$ 64
Unrecognized compensation expense non-vested option							$ 213
Unrecognized compensation expected to be recognized over a weighted-average period							8 months 16 days
2016 Employee Incentive Plan [Member] | Chief Scientific Officer [Member]
Stock options granted during the period		1,500,000
Stock options exercisable price per share		$ 0.05
Stock option vesting period		2 years
Stock options vested descriptions		33% of the stock options vested on February 18, 2019 and the remaining 1,000,000 stock options will vest over a 2-year period commencing on the first quarter after the first vesting event, in equal quarterly installments of 125,000 stock options per quarter
Expected dividend yield		0.00%
Risk-free interest rate		2.51%
Expected volatility		286.00%
Expected term		3 years 4 months 6 days
Stock option granted, value		$ 194
2016 Employee Incentive Plan [Member] | Chief Financial Officer [Member]
Stock options granted during the period	1,500,000
Stock options exercisable price per share	$ 0.22
Stock option vesting period	3 years
Stock options vested descriptions	The stock options shall vest over a 3-year 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
Expected dividend yield	0.00%
Risk-free interest rate	2.51%
Expected volatility	252.00%
Expected term	4 years 5 months 27 days
Stock option granted, value	$ 151
Lyons Capital LLC [Member]
Number of shares issued					150,000
General and administrative expenses							$ 72			$ 72
Warrants [Member]
Number of preferred shares converted						12,500,000
Revaluation of liability related to warrants to purchase common stock							$ (1,075)
Securities Purchase Agreement [Member] | Warrants [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
Securities Purchase Agreement [Member] | Warrants [Member] | Newbridge Securities Corporation [Member]
Right to acquire the outstanding shares							2,500,000
Stock exercise price of warrant							$ 0.20
Solicitation fee percentage							4.00%
Warrants outstanding							$ 400		$ 1,475	1,475
Under ASC 815-15 [Member] | Securities Purchase Agreement [Member] | Warrants [Member] | Newbridge Securities Corporation [Member]
Warrants outstanding							8,583		8,129	$ 8,129
Maximum [Member]
Proceeds from debt or equity offering							10,000
Proceeds from sale of assets							500
Series A Convertible Preferred Stock [Member]
Preferred stock designated				500		500
Preferred stock series, shares issued				500		500
Dividend percentage, per annum						5.00%
Dividend per share, amount						$ 10
Dividend paid on redeemable shares			$ 65				$ 65		$ 179
Dividends paid through issuance of shares			832,368				3,563,950
Stock conversion price per share							$ 0.20
Number of preferred shares converted							50
Resulting number of common stock in conversion							24,961,347
Series A Convertible Preferred Stock [Member]
Aggregate liquidation preference							$ 5,280
Stock conversion of shares							25,000,000
Preferred stock stated value							$ 10
Series A Convertible Preferred Stock [Member] | Beginning January 2019 [Member]
Preferred stock redemption, description							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 1/12th of the outstanding Series A Convertible Preferred Stock for an amount equal to 110% of the stated value ($10) of such shares of Series A Convertible Preferred Stock plus any accrued but unpaid dividends to the Mandatory Redemption Date (the “Mandatory Redemption Amount”), 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
Series A Convertible Preferred Stock [Member] | Upon Offering Of Debt And Equity Securities [Member]
Preferred stock redemption, description							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”)
Series A Convertible Preferred Stock [Member] | Upon Sale Of Assets [Member]
Preferred stock redemption, description							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
Series A Preferred Stock [Member]
Number of preferred shares converted						25,000,000
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member]
Preferred stock designated				500		500
Stock conversion price per share				$ 0.20

Series A Convertible Preferre_4

Series A Convertible Preferred Stock And Stockholders' Deficit - Schedule of Change in Mezzanine Account (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Equity [Abstract]
Opening balance, mezzanine account	$ 2,226
Accretion of Preferred Stock to redemption value	989
Partial conversion of Preferred Stock into shares of common stock	(275)
Closing balance, mezzanine account	$ 2,940

Series A Convertible Preferre_5

Series A Convertible Preferred Stock And Stockholders' Deficit - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Equity [Abstract]
Number of stock options balance, beginning of year | shares	27,250,000
Number of stock options, granted | shares	3,500,000
Number of stock options, forfeited | shares	(750,000)
Number of stock options balance, end of year | shares	30,000,000
Number of stock options, exercisable | shares	26,750,000
Weighted average exercise price balance, beginning of year | $ / shares	$ 0.05
Weighted average exercise price, granted | $ / shares	0.15
Weighted average exercise price, forfeited | $ / shares	0.05
Weighted average exercise price balance, end of year | $ / shares	0.06
Weighted average exercise price, exercisable | $ / shares	$ 0.05
Weighted average remaining contractual term (years), beginning	8 years
Weighted average remaining contractual term (years), ending	8 years 15 days
Weighted average remaining contractual term (years), exercisable	7 years 9 months 29 days
Aggregate intrinsic value, beginning | $	$ 1,453	[1]
Aggregate intrinsic value, ending | $		[1]
Aggregate intrinsic value exercisable, ending | $		[1]
[1]	The aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the Company's Ordinary Shares on the last traded day of first quarter of 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2019. This amount is impacted by the changes in the fair value of the Company's shares.

Series A Convertible Preferre_6

Series A Convertible Preferred Stock And Stockholders' Deficit - Schedule of Stock Options Outstanding (Details)	3 Months Ended
	Mar. 31, 2019$ / sharesshares
Outstanding stock options | shares	30,000,000
Weighted average exercise price, outstanding	$ 0.06
Weighted average remaining life (years)	8 years 15 days
Option exercisable | shares	26,750,000
Weighted average exercise price, exercisable	$ 0.05
Exercise Price Range 1 [Member]
Range of exercise prices, upper range limit	$ 0.05
Outstanding stock options | shares	27,900,000
Weighted average exercise price, outstanding	$ 0.05
Weighted average remaining life (years)	7 years 11 months 1 day
Option exercisable | shares	26,650,000
Weighted average exercise price, exercisable	$ 0.05
Exercise Price Range 2 [Member]
Range of exercise prices, lower range limit	0.10
Range of exercise prices, upper range limit	$ 0.30
Outstanding stock options | shares	2,100,000
Weighted average exercise price, outstanding	$ 0.22
Weighted average remaining life (years)	9 years 8 months 12 days
Option exercisable | shares	100,000
Weighted average exercise price, exercisable	$ 0.20

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	Nov. 03, 2016	Mar. 17, 2016	Feb. 08, 2016	Oct. 11, 2015	Jan. 29, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2016
Revenues						$ 100		$ 100	$ 50
Research and development expenses						$ 285	$ 155
Default loan obligation related to shares granted						2,354,480
Shares issued during period, value included in non-current liability						$ 725		$ 725
Litigation reserve						15
Common Stock Subscription Receivable [Member]
Repayment of related party debt						121
PharmItBe Ltd [Member]
Research and development expenses							29
Sheba [Member]
Repayment of related party debt					$ 170		37
Research Agreement [Member]
Research and development expenses						37	$ 44
Collaboration Agreements [Member] | Sheba [Member]
Repayment of related party debt						$ 170
Medmar LLC [Member]
Payments for royalties			$ 50	$ 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.

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Preferred Stock [Member] $ in Thousands	Apr. 02, 2019USD ($)shares
Payments of dividends | $	$ 65
Dividend paid to stock, shares	3,563,950
Number of preferred shares converted	5
Resulting number of common stock in conversion	15,059,605