Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | TechCare Corp. | |
Entity Central Index Key | 1,498,067 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
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 | 29,949,096 | |
Trading Symbol | TECR | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 384,495 | $ 589,818 |
Accounts receivables | 173,626 | 3,318 |
Inventory | 156,240 | 41,445 |
Other receivables | 244,212 | 105,818 |
Total current assets | 958,573 | 740,399 |
Non-current assets: | ||
Severance pay fund | 21,564 | 13,764 |
Long-term deposits | 11,745 | 12,287 |
Property and equipment, net | 133,365 | 95,984 |
Total non-current assets | 166,674 | 122,035 |
Total assets | 1,125,247 | 862,434 |
Current liabilities: | ||
Accounts payable and accrued expenses | 252,376 | 106,362 |
Refund liability | 107,460 | |
Note payable | 84,719 | 88,751 |
Option liability | 132,470 | |
Total current liabilities | 444,555 | 327,583 |
Non-current liability: | ||
Liability for severance pay | 27,642 | 23,422 |
Total liabilities | 472,197 | 351,005 |
Commitments | ||
Stockholders' equity: | ||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized: none issued and outstanding at September 30, 2018 and December 31, 2017 | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized: 29,949,096 and 25,835,401 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 2,995 | 2,584 |
Accumulated other comprehensive income | 111,780 | 104,777 |
Additional paid-in capital | 8,564,286 | 6,945,151 |
Stock to be issued | 60,000 | 30,000 |
Accumulated deficit | (8,086,011) | (6,571,083) |
Total stockholders' equity | 653,050 | 511,429 |
Total liabilities and stockholders' equity | $ 1,125,247 | $ 862,434 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 29,949,096 | 25,835,401 | 21,776,762 |
Common stock, shares outstanding | 29,949,096 | 25,835,401 | 21,776,762 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 90,367 | $ 188,809 | ||
Cost of revenues | 71,224 | 128,842 | ||
Gross profit | 19,143 | 59,967 | ||
Research and development expenses | 143,400 | 83,030 | 191,316 | 263,268 |
Change in fair value of option liability | (93,430) | (132,470) | 182,720 | |
Marketing, General and administrative expenses | 522,864 | 398,880 | 1,489,784 | 2,082,658 |
Operating loss | 647,121 | 388,480 | 1,488,663 | 2,528,646 |
Financial expenses (income), net | 9,110 | (5,304) | 26,265 | (24,495) |
Net loss | $ 656,231 | $ 383,176 | $ 1,514,928 | $ 2,504,151 |
Net loss per common stock: | ||||
Basic | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.12) |
Diluted | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.12) |
Weighted average number of common stock outstanding: | ||||
Basic | 32,529,717 | 21,752,409 | 31,709,944 | 21,722,199 |
Diluted | 32,529,717 | 22,018,967 | 31,807,036 | 21,722,199 |
Comprehensive loss: | ||||
Net loss | $ 656,231 | $ 383,176 | $ 1,514,928 | $ 2,504,151 |
Other comprehensive expense (income) attributable to foreign currency translation | 8,702 | 2,344 | (7,003) | (10,058) |
Comprehensive loss | $ 664,933 | $ 385,520 | $ 1,507,925 | $ 2,494,093 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,514,928) | $ (2,504,151) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | (9,329) | 10,193 |
Stock issued in relation to consulting services | 70,964 | |
Change in fair value of option liability | (132,470) | 182,720 |
Stock-based compensation | 27,544 | 1,222,920 |
Changes in cash attributed to changes in operating assets and liabilities: | ||
Other receivables and prepaid expenses | (310,877) | 7,055 |
Accounts payable and accrued expenses | 151,413 | (60,512) |
Liability for severance pay | (6,614) | 5,229 |
Refund liability | 107,088 | |
Inventory | (120,978) | |
Net cash used in operating activities | (1,809,151) | (1,065,582) |
Cash flow from investing activities: | ||
Severance pay fund | 3,485 | (1,592) |
Purchase of fixed assets | (31,999) | (4,170) |
Investment in long-term deposit | (6,059) | |
Net cash used in investing activities | (28,514) | (11,821) |
Cash flow from financing activities: | ||
Proceeds from issuance of common stock | 1,592,000 | 878,250 |
Proceeds from stock to be issued | 30,000 | |
Net cash provided by financing activities | 1,622,000 | 878,250 |
Effect of exchange rates on cash and cash equivalents | 10,342 | 8,394 |
Decrease in cash and cash equivalents | (205,323) | (190,759) |
Cash and cash equivalents - beginning of period | 589,818 | 275,041 |
Cash and cash equivalents - end of period | 384,495 | 84,282 |
Non-cash financing activity during the period: | ||
Issuance of common stock and warrants | $ 194,995 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Nature of operations TechCare Corp. (“ Techcare Company BreedIt On February 8, 2016, the Company signed a Merger Agreement with Novomic Ltd. (“ Novomic Novomic was incorporated as a private company in Israel in 2009. Since inception, Novomic has been a technology company engaged in the design, development and commercialization of a unique delivery platform utilizing vaporization of various natural compounds for multiple health, beauty and wellness applications. Novomic’s delivery platform is proprietary and patented. Novomic’s first product is Novokid® - an innovative home use device which vaporizes a natural, plant-based, pesticides and silicone-free compound that effectively treats head lice and eggs. The Novokid® kit includes a vaporizer, treatment capsules and treatment cap alongside ancillary components. Novokid® is currently being sold in Israel and the Netherlands. Novomic is currently working on the research and development of future product offerings for its delivery platform, including Shine, a revolutionary cosmetic device for the treatment and rejuvenation of the hair and scalp. Going Concern During the nine months period ended September 30, 2018, the Company had a comprehensive loss of approximately $1.5 million. As of September 30, 2018, the Company had accumulated losses of approximately $8 million. Based on the projected cash flows and Company’s cash balances as of September 30, 2018, Company’s management is of the opinion that without further fund raising it will not have sufficient resources to enable it to continue advancing its activities including the development, manufacturing and marketing of its products for a period of at least 12 months from the date of issuance of these financial statements. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include the continued commercialization of the products, continue taking cost reduction steps and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and securing sufficient financing, it may need to reduce activities, curtail or cease operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. B. Summary of significant accounting policies The accounting policies adopted are consistent with those of the previous financial year. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “ SEC GAAP Principles of Consolidation The accompanying consolidated financial statements include the accounts of TechCare, and its subsidiary, Novomic. All intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition Effective January 1, 2018, the Company adopted the new accounting standard related to the recognition of revenue in contracts with customers. Since the Company had no revenues prior to January 1, 2018, the new standard had no impact on revenues and results of operations for prior periods. The Company derives revenues from sales of its product Novokid directly or indirectly through its distributors in the Netherlands and in Israel. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer. ● Identification of the performance obligations in the contract. ● Determination of the transaction price. ● Allocation of the transaction price to the performance obligations in the contract. ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Revenue is measured as the amount of consideration expected to receive in exchange for transferring goods to the end customer or to the distributor.The Company also considers products that might be returned mostly based on the terms stipulated in the agreements with its distributors.The Company recognize the amount received or receivable that is expected to be returned as a refund liability,representing its obligation to return the clients’ consideration. The Company reports revenue net of any revenue based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. Revenue from products are recognized when the customer or the distributor has obtained control of the goods (for the Company’s current arrangements, this is at the point in time) based on the shipping terms. The Company recognizes revenue on sales to distributors upon shipment of the goods, when the distributor has economic substance apart from the Company and the distributor is considered the principal for the transaction with the end-user client. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Adopted in Current Period In May 2014, and in following related amendments, the Financial Accounting Standards Board (the “ FASB” Standard In January 2016, the FASB issued an Accounting Standards Update (an “ ASU In November 2016, the FASB issued an ASU which requires entities to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance on January 1, 2018, which resulted in no impact on its consolidated financial statements. In June 2018, the FASB issued an ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which previously included share-based payments to employees only) to include share based payments issued to nonemployees for goods or services, with certain exceptions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees, and is effective for all public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company early adopted ASU 2018-07 commencing July 1, 2018, with no impact on its consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued a new ASU which revises lease accounting guidance. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability for all leases, other than leases that meet the definition of a short-term lease. The liability and the right-of-use asset arising from the lease will be measured as the present value of the lease payments. In addition, this guidance requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. The new standard is effective for fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach, with certain practical expedients. The Company is currently evaluating the impact of the adoption of the new lease accounting guidance on its consolidated financial statements. |
Restatement of 2017 Condensed C
Restatement of 2017 Condensed Consolidated Quarterly Financial Statements | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of 2017 Condensed Consolidated Quarterly Financial Statements | NOTE 3: RESTATEMENT OF 2017 CONDENSED CONSOLIDATED QUARTERLY FINANCIAL STATEMENTS As discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, during the preparation of the 2017 annual financial statements, the Company became aware of misstatements in its condensed consolidated financial statements for the quarter ended March 31, 2017, the six months ended June 30, 2017, and the nine months ended September 30, 2017, that were included in each of the Company’s 2017 Form 10-Qs. The misstatement stemmed from an erroneous recording of additional stock compensation expense of $943,901 during the three months ended March 31, 2017 related to certain fully vested awards that were granted in December 31, 2016, and were properly fully expensed in 2016. As a result, the Company’s previously reported net loss for each of the three aforementioned periods in 2017 was overstated by this amount. The Board of Directors and the Company concluded that due to this error the condensed consolidated financial statements for each of these periods was materially misstated and should be restated (the Restatement). The Restatement also corrects certain other misstatements during the 2017 interim periods, including (i) an error related to the accounting for advances to suppliers that were previously expensed that impacted the quarters ended June 30, 2017, and September 30, 2017, and (ii) errors in the classification of certain expenses within the consolidated statements of operations and comprehensive loss which impacts classification only and does not impact the total net loss or comprehensive loss reported for any of the periods. The Restatement does not result in a change to the Company’s previously reported total amounts of net cash flows from operating activities, investing activities, or financing activities. There was no impact to net change in cash and cash equivalents for any previously reported periods. Certain corrections of classifications within the operating cash flow section were impacted by the Restatement. Condensed consolidated balance sheet as of September 30, 2017 (Unaudited): As previously reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 84,282 84,282 Other receivables 160,620 29,755 190,375 Total current assets 244,902 29,755 274,657 Non-current assets: Severance pay fund 10,403 10,403 Long-term deposit 12,071 12,071 Property and equipment, net 99,744 99,744 Total non-current assets 122,218 122,218 Total assets $ 367,120 29,755 396,875 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 137,780 137,780 Option liability 182,720 182,720 Note payable 87,192 87,192 Total current liabilities 407,692 407,692 Non-current liability: Liability for severance pay 21,184 21,184 Total liabilities 428,876 428,876 Commitments Stockholders’ equity: Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized: none issued and outstanding at September 30, 2017 - - Common stock, par value $0.0001 per share, 500,000,000 shares authorized: 21,776,762 shares issued and outstanding at September 30, 2017 2,177 2,177 Accumulated other comprehensive income 107,061 107,061 Additional paid-in capital 6,970,542 (943,901 ) 6,026,641 Stock to be issued 48,964 48,964 Accumulated deficit (7,190,500 ) 973,656 (6,216,844 ) Total capital deficiency (61,756 ) 29,755 (32,001 ) Total liabilities and capital deficiency $ 367,120 29,755 396,875 Condensed consolidated statement of operations and comprehensive loss for the nine month period ended September 30, 2017 (Unaudited): As previously reported Adjustments As Restated Research and development expenses 872,874 (609,606 ) 263,268 Change in fair value of option liability 182,720 182,720 Marketing, general and administrative expenses 2,441,860 (359,202 ) 2,082,658 Operating loss 3,497,454 (968,808 ) 2,528,646 Financial income, net 24,495 24,495 Loss before income taxes 3,472,959 (968,808 ) 2,504,151 Tax expenses 4,848 (4,848 ) - Net loss $ 3,477,807 (973,656 ) 2,504,151 Net loss per common stock: Basic $ (0.16 ) 0.04 (0.12 ) Diluted $ (0.16 ) 0.04 (0.12 ) Weighted average number of common stock outstanding: Basic 21,722,199 21,722,199 Diluted 21,722,199 21,722,199 Comprehensive loss: Net loss 3,477,807 (973,656 ) 2,504,151 Other comprehensive income attributable to foreign currency translation 10,058 10,058 Comprehensive loss 3,467,749 (973,656 ) 2,494,093 Condensed consolidated statement of operations and comprehensive loss for the three month period ended September 30, 2017 (Unaudited): As previously reported Adjustments As Restated Research and development expenses 131,765 (48,735 ) 83,030 Change in fair value of option liability (93,430 ) (93,430 ) Marketing, general and administrative expenses 361,342 37,538 398,880 Operating loss 399,677 (11,197 ) 388,480 Financial income, net 5,304 5,304 Loss before income taxes 394,373 (11,197 ) 383,176 Tax expenses - - Net loss $ 394,373 (11,197 ) 383,176 Net loss per common stock: Basic $ (0.018 ) - (0.018 ) Diluted $ (0.022 ) - (0.022 ) Weighted average number of common stock outstanding: Basic 21,752,409 21,752,409 Diluted 22,018,967 22,018,967 Comprehensive loss: Net loss 394,373 (11,197 ) 383,176 Other comprehensive expense attributable to foreign currency translation 2,344 2,344 Comprehensive loss 396,717 (11,197 ) 385,520 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 4: STOCKHOLDERS’ EQUITY Share capital During the nine months ended September 30, 2018, the Company entered into several agreements, under which the Company raised an aggregate amount of $ 1,622,000, as follows: a) 1,291,990 shares of its common stock at a purchase price of $0.387 for a total consideration of $500,000 and warrants to purchase up to 645,995 stock with an exercise price of $0.387, exercisable until June 30, 2018. The warrants expired on June 30, 2018. b) 1,033,592 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $400,000, and warrants to purchase up to 516,796 stock with an exercise price of $0.387, exercisable until September 30, 2018. The warrants expired on September 30, 2018. c) 108,527 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $42,000, and warrants to purchase up to 70,000 stock with an exercise price of $0.60, exercisable until June 17, 2019. Investment agreements signed during the three months ended September 30, 2018: d) 645,995 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $250,000, and warrants to purchase up to 416,667 stock with an exercise price of $0.6, exercisable until June 27, 2019. e) 645,995 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $250,000, and warrants to purchase up to 416,667 stock with an exercise price of $0.6, exercisable until August 7, 2019. f) 129,199 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $50,000, and warrants to purchase up to 83,333 stock with an exercise price of $0.6, exercisable until August 7, 2019. g) 258,398 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $100,000, and warrants to purchase up to 166,667 stock with an exercise price of $0.6, exercisable until August 7, 2019. h) 77,519 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $30,000, and warrants to purchase up to 50,000 shares of common stock with an exercise price of $0.6, exercisable until August 21, 2019. As of September 30, 2018, the Company had not yet issued the shares of common stock and, therefore, recorded stock to be issued in the amount of $30,000 in the consolidated financial statements. i) 77,519 shares of common stock of the Company at a purchase price of $0.387 for a total consideration of $30,000, and warrants to purchase up to 50,000 stock with an exercise price of $0.6, exercisable until August 21, 2019. As of September 30, 2018, the Company had not yet received the investment proceeds and therefore had not issued the shares of common stock for such investment. Stock-Based Compensation to employees and directors Stock based awards are accounted for using the fair value method in accordance with ASC 718, Shared Based Payment. The Company’s primary type of stock-based compensation consists of stock options to directors, employees and officers. The Company uses Black-Scholes option pricing model in valuing options. During the nine months ended September 30, 2018 the Company had not granted any options to employees and directors. During March 2017, the Company granted to certain employees options to purchase 869,596 of the Company’s common stock for an exercise price of $0.0001. The options granted were fully vested on the date of the grant and exercisable into the Company’s common stock at a 1:1 ratio for 2.5 years from the date of the grant. The following assumptions were applied in determining the options’ fair value on their grant date: Risk-free interest rate 1.54 % Expected shares price volatility 70 % Expected option term (years) 2.5-5 Dividend yield - The Company based the risk-free interest rate on the U.S. Treasury yield curve. The expected term in years represents the period of time that the awards granted are expected to be outstanding. The assumption for dividend yield is zero because the Company has not historically paid dividends nor does it expect to do so in the foreseeable future. The volatility was based on the historical stock volatility of several peer companies, as the Company has limited trading history to use the volatility of its own common stock. A summary of the stock option activity for employees and directors for the nine months ended September 30, 2018: Number of Options Weighted Average Exercise Price U.S Dollar Options outstanding at December 31, 2017 2,640,334 0.0001 Granted - - Options outstanding at September 30, 2018 2,640,334 0.0001 Options exercisable at September 30, 2018 2,640,334 0.0001 Stock-based compensation expenses related to employee awards, included in the Company’s statements of operations and comprehensive loss, were allocated as follows: Nine months ended September 30, 2018 Nine months ended September 30, 2017 Restated (see note 3) Research and development expenses $ - 103,795 Marketing ,general and administrative - 1,119,125 $ - 1,222,920 Stock-Based Compensation to non-employees The Company early adopted ASU 2018-07 commencing July 1, 2018, with no impact on its consolidated financial statements. Prior to the adoption of ASU 2018-07 stock options issued to consultants and other non-employees, as compensation for services provided to the Company, were accounted for based upon the fair value of the options. The fair value of the options granted were measured on a final basis at the end of the related service period and were recognized over the related service period using the straight line method. After the adoption of ASU 2018-07, the measurement date for non-employee awards is the date of the grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, over the requisite service period, which is the vesting period of the respective award. In the second quarter of 2018, as part of consulting agreements, the Company granted options to non-employees, as follows: 1) 83,393 options exercisable to purchase 83,393 shares of common stock of the Company, at an exercise price of $0.0001 per option. The options will be vested in accordance with the following vesting periods: 25% of the options will be exercisable on December 1, 2018, and the remaining 75% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 12 quarters. 2) 83,393 options to a related party exercisable to purchase 83,393 shares of common stock of the Company, at an exercise price of $0.0001 per option. The options will be vested in accordance with the following vesting periods: 25% of the options will be exercisable on January 1, 2019, and the remaining 75% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 12 quarters. 3) 436,349 options to a related party exercisable to purchase 436,349 shares of common stock of the Company, at an exercise price of $0.387 per option. The options will be vested in accordance with the following vesting periods: 33.33% of the options will be exercisable on January 1, 2019, and the remaining 66.67% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 8 quarters. The following assumptions were applied in determining the options’ fair value on their grant date: Risk-free interest rate 2.65%-2.85 % Expected shares price volatility 70 % Expected option term (years) 5 Dividend yield - The Company based the risk-free interest rate on the U.S. Treasury yield curve. The expected term in years represents the period of time that the awards granted are expected to be outstanding. The assumption for dividend yield is zero because the Company has not historically paid dividends nor does it expect to do so in the foreseeable future. The volatility was based on the historical stock volatility of several peer companies, as the Company has limited trading history to use the volatility of its own common stock. During January 2017, as part of a consulting agreement, the Company granted to a non-employee warrants exercisable to purchase 100,000 of the Company’s common stock at an exercise price of $1.50 per warrant exercisable for a period of 24 months commencing on the date of the agreement, fully vested on the date of the grant. During March 2017, the Company granted to a non-employee options to purchase 521,065 of the Company’s common stock for an exercise price of $0.0001. The options granted were fully vested on the date of the grant and exercisable into the Company’s common stock at a 1:1 ratio for 5 years from the date of the grant. The following assumptions were applied in determining the options’ fair value on their grant date: Risk-free interest rate 1.54 % Expected shares price volatility 70 % Expected option term (years) 2-5 Dividend yield - A summary of the stock option activity related to non-employees, for the nine months ended September 30, 2018: Number of Options Weighted Average Exercise Price U.S Dollar Options outstanding at December 31, 2017 621,065 0.2416 Granted 603,135 0.2800 Options outstanding at September 30, 2018 1,224,200 0.2605 Options exercisable at September 30, 2018 621,065 0.2416 Stock-based compensation expenses in the amount of $27,544 included in the Company’s statements of operations and comprehensive loss for the nine months period ended September 30, 2018 recorded in marketing, general and administrative. |
OEM Distribution Agreement
OEM Distribution Agreement | 9 Months Ended |
Sep. 30, 2018 | |
Contractors [Abstract] | |
OEM Distribution Agreement | NOTE 5: OEM DISTRIBUTION AGREEMENT On June 23, 2017, the Company entered into an OEM agreement (the “ OEM Agreement OEM Distributor FDA As of the date of these financial statements, an FDA approval was not obtained, hence, the Company did not generate any revenues from the OEM agreement. As part of the OEM Agreement, the OEM Distributor paid a royalty advance of $10,000 and also an amount of $140,000 which is held in an escrow account, until the Company completes certain milestones, as described in the OEM Agreement. As of September 30, 2018, the milestones have not been achieved. Also, as part of the OEM Agreement, the Company granted the OEM Distributor an option to purchase up to 9.09% of the Company’s common stock for a total consideration of up to $900,000,exercisable until January 15, 2018. The fair value of the option as of June 23, 2017 (initial recognition) amounted to $432,518.The key assumptions used in the options’ valuation was as follows: Risk-free interest rate 1.14 % Expected shares price volatility 70 % Expected option term (years) 0.56 Dividend yield - The fair value of the option as of December 31, 2017 amounted to $132,470.The key assumptions used in the options’ valuation was as follows: Risk-free interest rate 1.28 % Expected shares price volatility 70 % Expected option term (years) 0.04 Dividend yield - The option expired on January 15, 2018. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6: INCOME TAXES a. Basis of taxation The Company and its subsidiary are taxed under the domestic tax laws of the jurisdiction of incorporation of each entity (United States and Israel). b. Carryforward Tax Losses Carryforward Tax Losses of the US Company as of September 30, 2018 amounted to approximately $0.4 million. Carryforward Tax Losses of the Israeli subsidiary amounted to approximately $5.1 million. A full valuation allowance was created against these carry forward tax losses since the realization of any future benefit from these net operating losses cannot be sufficiently assured at September 30, 2018. c. Corporate tax rates The regular corporate tax rate in Israel in 2017 is 24% and 23% in 2018. On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”), which among other reduces the federal corporate tax rate from 35% to 21%, effective January 1, 2018. The Company has no impact of the TCJA on these condensed consolidated financial statements. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 7: LOSS PER SHARE Loss per share is based on the loss that is attributed to the stockholders holding common stock, divided by the weighted average number of common stock in issue during the period. For purposes of the calculation of the diluted loss per share, the Company adjusts the weighted average number of common stock using the treasury stock method assuming conversion of all of the dilutive potential stock. The potential stock are taken into account only if their effect is dilutive (increases loss per share). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of the Company’s financial instruments, including cash equivalents, current assets, accounts payable and accrued liabilities and notes payables approximate their fair value, due to their short term in nature and their carrying amounts approximates the amounts expected to be received or paid. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The Company accounts for option liability as Level 3 since its inputs are unobservable inputs for the liability. The following table is a reconciliation of the change for the financial liability where fair value measurement is estimated utilizing Level 3 inputs: 2018 2017 US dollar US dollar Fair value as of January 1 $ 132,470 - Change in fair value recognized in statement of operations and comprehensive loss (132,470 ) 276,150 Fair value as of September 30 $ - 276,150 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 9: RELATED PARTIES (a) On June 28, 2018 the Company entered into a subscription agreement with an investor, pursuant to which the Company will issue 645,995 shares of its common stock at a purchase price of $0.387 for a total consideration of $250,000 and warrants to purchase up to 416,667 stock with an exercise price of $0.60, exercisable until June 28, 2019. In August 2018, the funds were received and the shares of common stock were issued. (b) On August 8, 2018 the Company entered into subscription agreements with several investors who are related parties, pursuant to which the Company issued 904,393 shares of its common stock at a purchase price of $0.387 for a total consideration of $350,000 and warrants to purchase up to 583,334 stock with an exercise price of $0.60, exercisable until August 7, 2019. (c) On July 16, 2018, the Board of Directors of the Company has appointed Mr. Doron Biran as the new Chief Executive Officer of the Company and its wholly-owned subsidiary Novomic. Pursuant to the service agreement (the “Agreement”) signed with Mr, Biran, Mr. Biran will receive a monthly compensation of NIS 52 thousand (approximately $14.3 thousand) plus VAT. In the event of a capital raise exceeding $1,000 thousand Mr. Biran will be entitled to compensation increase to a total of NIS 65 thousand (approximately $17.9 thousand). Furthermore, upon the earlier of either 24 months from the effective date of the Agreement, or a capital raise exceeding $5,000 thousand and listing of the Company on the Nasdaq Stock Market, Mr. Biran shall become an employee of the Company and shall receive a base salary of NIS 60 thousand as well as NIS 5 thousands for automobile expenses (approximately $16.5 thousand) and other customary social benefits. Pursuant to the Agreement, Mr. Biran is entitled to options to purchase 870,958 common stock of the Company (the “ Options |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 10: SUBSEQUENT EVENT On October 28, 2018, the Company entered into an amendment to the subscription agreement mentioned in note 4e (the “ Amendment |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “ SEC GAAP |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of TechCare, and its subsidiary, Novomic. All intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted the new accounting standard related to the recognition of revenue in contracts with customers. Since the Company had no revenues prior to January 1, 2018, the new standard had no impact on revenues and results of operations for prior periods. The Company derives revenues from sales of its product Novokid directly or indirectly through its distributors in the Netherlands and in Israel. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer. ● Identification of the performance obligations in the contract. ● Determination of the transaction price. ● Allocation of the transaction price to the performance obligations in the contract. ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Revenue is measured as the amount of consideration expected to receive in exchange for transferring goods to the end customer or to the distributor.The Company also considers products that might be returned mostly based on the terms stipulated in the agreements with its distributors.The Company recognize the amount received or receivable that is expected to be returned as a refund liability,representing its obligation to return the clients’ consideration. The Company reports revenue net of any revenue based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. Revenue from products are recognized when the customer or the distributor has obtained control of the goods (for the Company’s current arrangements, this is at the point in time) based on the shipping terms. The Company recognizes revenue on sales to distributors upon shipment of the goods, when the distributor has economic substance apart from the Company and the distributor is considered the principal for the transaction with the end-user client. |
Restatement of 2017 Condensed_2
Restatement of 2017 Condensed Consolidated Quarterly Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement to Prior Year Income | Condensed consolidated balance sheet as of September 30, 2017 (Unaudited): As previously reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 84,282 84,282 Other receivables 160,620 29,755 190,375 Total current assets 244,902 29,755 274,657 Non-current assets: Severance pay fund 10,403 10,403 Long-term deposit 12,071 12,071 Property and equipment, net 99,744 99,744 Total non-current assets 122,218 122,218 Total assets $ 367,120 29,755 396,875 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 137,780 137,780 Option liability 182,720 182,720 Note payable 87,192 87,192 Total current liabilities 407,692 407,692 Non-current liability: Liability for severance pay 21,184 21,184 Total liabilities 428,876 428,876 Commitments Stockholders’ equity: Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized: none issued and outstanding at September 30, 2017 - - Common stock, par value $0.0001 per share, 500,000,000 shares authorized: 21,776,762 shares issued and outstanding at September 30, 2017 2,177 2,177 Accumulated other comprehensive income 107,061 107,061 Additional paid-in capital 6,970,542 (943,901 ) 6,026,641 Stock to be issued 48,964 48,964 Accumulated deficit (7,190,500 ) 973,656 (6,216,844 ) Total capital deficiency (61,756 ) 29,755 (32,001 ) Total liabilities and capital deficiency $ 367,120 29,755 396,875 Condensed consolidated statement of operations and comprehensive loss for the nine month period ended September 30, 2017 (Unaudited): As previously reported Adjustments As Restated Research and development expenses 872,874 (609,606 ) 263,268 Change in fair value of option liability 182,720 182,720 Marketing, general and administrative expenses 2,441,860 (359,202 ) 2,082,658 Operating loss 3,497,454 (968,808 ) 2,528,646 Financial income, net 24,495 24,495 Loss before income taxes 3,472,959 (968,808 ) 2,504,151 Tax expenses 4,848 (4,848 ) - Net loss $ 3,477,807 (973,656 ) 2,504,151 Net loss per common stock: Basic $ (0.16 ) 0.04 (0.12 ) Diluted $ (0.16 ) 0.04 (0.12 ) Weighted average number of common stock outstanding: Basic 21,722,199 21,722,199 Diluted 21,722,199 21,722,199 Comprehensive loss: Net loss 3,477,807 (973,656 ) 2,504,151 Other comprehensive income attributable to foreign currency translation 10,058 10,058 Comprehensive loss 3,467,749 (973,656 ) 2,494,093 Condensed consolidated statement of operations and comprehensive loss for the three month period ended September 30, 2017 (Unaudited): As previously reported Adjustments As Restated Research and development expenses 131,765 (48,735 ) 83,030 Change in fair value of option liability (93,430 ) (93,430 ) Marketing, general and administrative expenses 361,342 37,538 398,880 Operating loss 399,677 (11,197 ) 388,480 Financial income, net 5,304 5,304 Loss before income taxes 394,373 (11,197 ) 383,176 Tax expenses - - Net loss $ 394,373 (11,197 ) 383,176 Net loss per common stock: Basic $ (0.018 ) - (0.018 ) Diluted $ (0.022 ) - (0.022 ) Weighted average number of common stock outstanding: Basic 21,752,409 21,752,409 Diluted 22,018,967 22,018,967 Comprehensive loss: Net loss 394,373 (11,197 ) 383,176 Other comprehensive expense attributable to foreign currency translation 2,344 2,344 Comprehensive loss 396,717 (11,197 ) 385,520 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Employees and Directors [Member] | |
Schedule of Fair Values of Stock Options | The following assumptions were applied in determining the options’ fair value on their grant date: Risk-free interest rate 1.54 % Expected shares price volatility 70 % Expected option term (years) 2.5-5 Dividend yield - |
Schedule of Stock Option Activity | A summary of the stock option activity for employees and directors for the nine months ended September 30, 2018: Number of Options Weighted Average Exercise Price U.S Dollar Options outstanding at December 31, 2017 2,640,334 0.0001 Granted - - Options outstanding at September 30, 2018 2,640,334 0.0001 Options exercisable at September 30, 2018 2,640,334 0.0001 |
Schedule of Stock-based Compensation Expenses Related to Employee Awards | Stock-based compensation expenses related to employee awards, included in the Company’s statements of operations and comprehensive loss, were allocated as follows: Nine months ended September 30, 2018 Nine months ended September 30, 2017 Restated (see note 3) Research and development expenses $ - 103,795 Marketing ,general and administrative - 1,119,125 $ - 1,222,920 |
Non Employees [Member] | |
Schedule of Fair Values of Stock Options | The following assumptions were applied in determining the options’ fair value on their grant date: Risk-free interest rate 2.65%-2.85 % Expected shares price volatility 70 % Expected option term (years) 5 Dividend yield - The following assumptions were applied in determining the options’ fair value on their grant date: Risk-free interest rate 1.54 % Expected shares price volatility 70 % Expected option term (years) 2-5 Dividend yield - |
Schedule of Stock Option Activity | A summary of the stock option activity related to non-employees, for the nine months ended September 30, 2018: Number of Options Weighted Average Exercise Price U.S Dollar Options outstanding at December 31, 2017 621,065 0.2416 Granted 603,135 0.2800 Options outstanding at September 30, 2018 1,224,200 0.2605 Options exercisable at September 30, 2018 621,065 0.2416 |
OEM Distribution Agreement (Tab
OEM Distribution Agreement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Contractors [Abstract] | |
Schedule of Assumptions Used to Fair Values of Options Valuation | Risk-free interest rate 1.14 % Expected shares price volatility 70 % Expected option term (years) 0.56 Dividend yield - Risk-free interest rate 1.28 % Expected shares price volatility 70 % Expected option term (years) 0.04 Dividend yield - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Reconciliation of Change Fair Value Measurement Estimated Utilizing Level 3 Inputs | The following table is a reconciliation of the change for the financial liability where fair value measurement is estimated utilizing Level 3 inputs: 2018 2017 US dollar US dollar Fair value as of January 1 $ 132,470 - Change in fair value recognized in statement of operations and comprehensive loss (132,470 ) 276,150 Fair value as of September 30 $ - 276,150 |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Comprehensive loss | $ 664,933 | $ 385,520 | $ 1,507,925 | $ 2,494,093 | |
Accumulated losses | $ 8,086,011 | $ 6,216,844 | $ 8,086,011 | $ 6,216,844 | $ 6,571,083 |
Restatement of 2017 Condensed_3
Restatement of 2017 Condensed Consolidated Quarterly Financial Statements (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |||
Stock compensation expense | $ 943,901 | $ 27,544 | $ 1,222,920 |
Restatement of 2017 Condensed_4
Restatement of 2017 Condensed Consolidated Quarterly Financial Statements - Schedule of Restatement to Prior Year Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and cash equivalents | $ 384,495 | $ 84,282 | $ 384,495 | $ 84,282 | $ 589,818 | $ 275,041 |
Other receivables | 244,212 | 190,375 | 244,212 | 190,375 | 105,818 | |
Total current assets | 958,573 | 274,657 | 958,573 | 274,657 | 740,399 | |
Severance pay fund | 21,564 | 10,403 | 21,564 | 10,403 | 13,764 | |
Long-term deposit | 11,745 | 12,071 | 11,745 | 12,071 | 12,287 | |
Property and equipment, net | 133,365 | 99,744 | 133,365 | 99,744 | 95,984 | |
Total non-current assets | 166,674 | 122,218 | 166,674 | 122,218 | 122,035 | |
Total assets | 1,125,247 | 396,875 | 1,125,247 | 396,875 | 862,434 | |
Accounts payable and accrued expenses | 252,376 | 137,780 | 252,376 | 137,780 | 106,362 | |
Option liability | 182,720 | 182,720 | ||||
Note payable | 84,719 | 87,192 | 84,719 | 87,192 | 88,751 | |
Total current liabilities | 444,555 | 407,692 | 444,555 | 407,692 | 327,583 | |
Liability for severance pay | 27,642 | 21,184 | 27,642 | 21,184 | 23,422 | |
Total liabilities | 472,197 | 428,876 | 472,197 | 428,876 | 351,005 | |
Commitments | ||||||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized: none issued and outstanding at September 30, 2017 | ||||||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized: 21,776,762 shares issued and outstanding at September 30, 2017 | 2,995 | 2,177 | 2,995 | 2,177 | 2,584 | |
Accumulated other comprehensive income | 111,780 | 107,061 | 111,780 | 107,061 | 104,777 | |
Additional paid-in capital | 8,564,286 | 6,026,641 | 8,564,286 | 6,026,641 | 6,945,151 | |
Stock to be issued | 60,000 | 48,964 | 60,000 | 48,964 | 30,000 | |
Accumulated deficit | (8,086,011) | (6,216,844) | (8,086,011) | (6,216,844) | (6,571,083) | |
Total capital deficiency | 653,050 | (32,001) | 653,050 | (32,001) | 511,429 | |
Total liabilities and capital deficiency | 1,125,247 | 396,875 | 1,125,247 | 396,875 | $ 862,434 | |
Research and development expenses | 143,400 | 83,030 | 191,316 | 263,268 | ||
Change in fair value of option liability | (93,430) | (132,470) | 182,720 | |||
Marketing, general and administrative expenses | 522,864 | 398,880 | 1,489,784 | 2,082,658 | ||
Operating loss | $ 647,121 | 388,480 | $ 1,488,663 | 2,528,646 | ||
Financial income, net | 5,304 | 24,495 | ||||
Loss before income taxes | 383,176 | 2,504,151 | ||||
Tax expenses | ||||||
Net loss per common stock: Basic | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.12) | ||
Net loss per common stock: Diluted | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.12) | ||
Weighted average number of common stock outstanding: Basic | 32,529,717 | 21,752,409 | 31,709,944 | 21,722,199 | ||
Weighted average number of common stock outstanding: Diluted | 32,529,717 | 22,018,967 | 31,807,036 | 21,722,199 | ||
Net loss | $ 656,231 | $ 383,176 | $ 1,514,928 | $ 2,504,151 | ||
Other comprehensive income attributable to foreign currency translation | (8,702) | (2,344) | 7,003 | 10,058 | ||
Comprehensive loss | $ 664,933 | 385,520 | $ 1,507,925 | 2,494,093 | ||
As Previously Reported [Member] | ||||||
Cash and cash equivalents | 84,282 | 84,282 | ||||
Other receivables | 160,620 | 160,620 | ||||
Total current assets | 244,902 | 244,902 | ||||
Severance pay fund | 10,403 | 10,403 | ||||
Long-term deposit | 12,071 | 12,071 | ||||
Property and equipment, net | 99,744 | 99,744 | ||||
Total non-current assets | 122,218 | 122,218 | ||||
Total assets | 367,120 | 367,120 | ||||
Accounts payable and accrued expenses | 137,780 | 137,780 | ||||
Option liability | 182,720 | 182,720 | ||||
Note payable | 87,192 | 87,192 | ||||
Total current liabilities | 407,692 | 407,692 | ||||
Liability for severance pay | 21,184 | 21,184 | ||||
Total liabilities | 428,876 | 428,876 | ||||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized: none issued and outstanding at September 30, 2017 | ||||||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized: 21,776,762 shares issued and outstanding at September 30, 2017 | 2,177 | 2,177 | ||||
Accumulated other comprehensive income | 107,061 | 107,061 | ||||
Additional paid-in capital | 6,970,542 | 6,970,542 | ||||
Stock to be issued | 48,964 | 48,964 | ||||
Accumulated deficit | (7,190,500) | (7,190,500) | ||||
Total capital deficiency | (61,756) | (61,756) | ||||
Total liabilities and capital deficiency | 367,120 | 367,120 | ||||
Research and development expenses | 131,765 | 872,874 | ||||
Change in fair value of option liability | (93,430) | 182,720 | ||||
Marketing, general and administrative expenses | 361,342 | 2,441,860 | ||||
Operating loss | 399,677 | 3,497,454 | ||||
Financial income, net | 5,304 | 24,495 | ||||
Loss before income taxes | 394,373 | 3,472,959 | ||||
Tax expenses | $ 4,848 | |||||
Net loss per common stock: Basic | $ (0.018) | $ (0.16) | ||||
Net loss per common stock: Diluted | $ (0.022) | $ (0.16) | ||||
Weighted average number of common stock outstanding: Basic | 21,752,409 | 21,722,199 | ||||
Weighted average number of common stock outstanding: Diluted | 22,018,967 | 21,722,199 | ||||
Net loss | $ 394,373 | $ 3,477,807 | ||||
Other comprehensive income attributable to foreign currency translation | 2,344 | 10,058 | ||||
Comprehensive loss | 396,717 | 3,467,749 | ||||
Adjustment [Member] | ||||||
Other receivables | 29,755 | 29,755 | ||||
Total current assets | 29,755 | 29,755 | ||||
Total assets | 29,755 | 29,755 | ||||
Additional paid-in capital | (943,901) | (943,901) | ||||
Accumulated deficit | 973,656 | 973,656 | ||||
Total capital deficiency | 29,755 | 29,755 | ||||
Total liabilities and capital deficiency | 29,755 | 29,755 | ||||
Research and development expenses | (48,735) | (609,606) | ||||
Marketing, general and administrative expenses | 37,538 | (359,202) | ||||
Operating loss | (11,197) | (968,808) | ||||
Loss before income taxes | $ (11,197) | (968,808) | ||||
Tax expenses | $ (4,848) | |||||
Net loss per common stock: Basic | $ 0.04 | |||||
Net loss per common stock: Diluted | $ 0.04 | |||||
Net loss | $ (11,197) | $ (973,656) | ||||
Comprehensive loss | $ (11,197) | $ (973,656) |
Restatement of 2017 Condensed_5
Restatement of 2017 Condensed Consolidated Quarterly Financial Statements - Schedule of Restatement to Prior Year Income (Details) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Accounting Changes and Error Corrections [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 29,949,096 | 25,835,401 | 21,776,762 |
Common stock, shares outstanding | 29,949,096 | 25,835,401 | 21,776,762 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Sep. 30, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 31, 2017 | |
Proceeds from share capital, aggregate amount | $ 1,622,000 | |||||
Stock-based compensation | $ 943,901 | $ 27,544 | $ 1,222,920 | |||
Employees [Member] | ||||||
Number of shares granted | 869,596 | |||||
Options exercise price | $ 0.0001 | |||||
Options granted exercisable term | 2 years 6 months | |||||
Non-Employees [Member] | ||||||
Number of warrants exercisable to purchase common stock | 100,000 | |||||
Warrants exercisable, exercise price per share | $ 1.50 | |||||
Number of shares granted | 521,065 | 603,135 | ||||
Options exercise price | $ 0.0001 | $ 0.2800 | ||||
Options granted exercisable term | 5 years | |||||
Common Stock [Member] | ||||||
Number of common stock shares issued for consideration | 1,291,990 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 500,000 | |||||
Number of warrants exercisable to purchase common stock | 645,995 | 645,995 | ||||
Warrants exercisable, exercise price per share | $ 0.387 | $ 0.387 | ||||
Warrants exercisable, expiry date | Jun. 30, 2018 | |||||
Common Stock One [Member] | ||||||
Number of common stock shares issued for consideration | 1,033,592 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 400,000 | |||||
Number of warrants exercisable to purchase common stock | 516,796 | 516,796 | ||||
Warrants exercisable, exercise price per share | $ 0.387 | $ 0.387 | ||||
Warrants exercisable, expiry date | Sep. 30, 2018 | |||||
Common Stock Two [Member] | ||||||
Number of common stock shares issued for consideration | 108,527 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 42,000 | |||||
Number of warrants exercisable to purchase common stock | 70,000 | 70,000 | ||||
Warrants exercisable, exercise price per share | $ 0.60 | $ 0.60 | ||||
Warrants exercisable, expiry date | Jun. 17, 2019 | |||||
Investment Agreements [Member] | Common Stock [Member] | ||||||
Number of common stock shares issued for consideration | 645,995 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 250,000 | |||||
Number of warrants exercisable to purchase common stock | 416,667 | 416,667 | ||||
Warrants exercisable, exercise price per share | $ 0.6 | $ 0.6 | ||||
Warrants exercisable, expiry date | Jun. 27, 2019 | |||||
Investment Agreements [Member] | Common Stock One [Member] | ||||||
Number of common stock shares issued for consideration | 645,995 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 250,000 | |||||
Number of warrants exercisable to purchase common stock | 416,667 | 416,667 | ||||
Warrants exercisable, exercise price per share | $ 0.6 | $ 0.6 | ||||
Warrants exercisable, expiry date | Aug. 7, 2019 | |||||
Investment Agreements [Member] | Common Stock Two [Member] | ||||||
Number of common stock shares issued for consideration | 129,199 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 50,000 | |||||
Number of warrants exercisable to purchase common stock | 83,333 | 83,333 | ||||
Warrants exercisable, exercise price per share | $ 0.6 | $ 0.6 | ||||
Warrants exercisable, expiry date | Aug. 7, 2019 | |||||
Investment Agreements [Member] | Common Stock Three [Member] | ||||||
Number of common stock shares issued for consideration | 258,398 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 100,000 | |||||
Number of warrants exercisable to purchase common stock | 166,667 | 166,667 | ||||
Warrants exercisable, exercise price per share | $ 0.6 | $ 0.6 | ||||
Warrants exercisable, expiry date | Aug. 7, 2019 | |||||
Investment Agreements [Member] | Common Stock Four [Member] | ||||||
Number of common stock shares issued for consideration | 77,519 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 30,000 | |||||
Number of warrants exercisable to purchase common stock | 50,000 | 50,000 | ||||
Warrants exercisable, exercise price per share | $ 0.6 | $ 0.6 | ||||
Warrants exercisable, expiry date | Aug. 21, 2019 | |||||
Stock to be issued | $ 30,000 | $ 30,000 | ||||
Investment Agreements [Member] | Common Stock Five [Member] | ||||||
Number of common stock shares issued for consideration | 77,519 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | ||||
Number of common stock issued for consideration | $ 30,000 | |||||
Number of warrants exercisable to purchase common stock | 50,000 | 50,000 | ||||
Warrants exercisable, exercise price per share | $ 0.6 | $ 0.6 | ||||
Warrants exercisable, expiry date | Aug. 21, 2019 | |||||
Consulting Agreement [Member] | Non-Employees [Member] | ||||||
Number of shares granted | 83,393 | |||||
Options exercise price | $ 0.0001 | |||||
Stock based compensation vesting rights | The options will be vested in accordance with the following vesting periods: 25% of the options will be exercisable on December 1, 2018, and the remaining 75% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 12 quarters. | |||||
Share based compensation vesting percentage | 25.00% | |||||
Consulting Agreement One [Member] | Non-Employees [Member] | ||||||
Number of shares granted | 83,393 | |||||
Options exercise price | $ 0.0001 | |||||
Stock based compensation vesting rights | The options will be vested in accordance with the following vesting periods: 25% of the options will be exercisable on January 1, 2019, and the remaining 75% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 12 quarters. | |||||
Share based compensation vesting percentage | 25.00% | |||||
Consulting Agreement Two [Member] | Non-Employees [Member] | ||||||
Number of shares granted | 436,349 | |||||
Options exercise price | $ 0.387 | |||||
Stock based compensation vesting rights | The options will be vested in accordance with the following vesting periods: 33.33% of the options will be exercisable on January 1, 2019, and the remaining 66.67% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 8 quarters. | |||||
Share based compensation vesting percentage | 33.33% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Values of Stock Options (Details) | Jun. 23, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Risk-free interest rate | 1.14% | 1.28% | |||
Expected shares price volatility | 70.00% | 70.00% | |||
Expected option term (years) | 6 months 21 days | 15 days | |||
Dividend yield | 0.00% | 0.00% | |||
Employees and Directors [Member] | |||||
Risk-free interest rate | 1.54% | ||||
Expected shares price volatility | 70.00% | ||||
Dividend yield | 0.00% | ||||
Employees and Directors [Member] | Minimum [Member] | |||||
Expected option term (years) | 2 years 6 months | ||||
Employees and Directors [Member] | Maximum [Member] | |||||
Expected option term (years) | 5 years | ||||
Non Employees [Member] | |||||
Expected shares price volatility | 70.00% | ||||
Expected option term (years) | 5 years | ||||
Dividend yield | 0.00% | ||||
Non Employees [Member] | Minimum [Member] | |||||
Risk-free interest rate | 2.65% | ||||
Non Employees [Member] | Maximum [Member] | |||||
Risk-free interest rate | 2.85% | ||||
Non-Employees [Member] | |||||
Risk-free interest rate | 1.54% | ||||
Expected shares price volatility | 70.00% | ||||
Dividend yield | 0.00% | ||||
Non-Employees [Member] | Minimum [Member] | |||||
Expected option term (years) | 2 years | ||||
Non-Employees [Member] | Maximum [Member] | |||||
Expected option term (years) | 5 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Details) - $ / shares | 1 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Sep. 30, 2018 | |
Employees and Directors [Member] | ||
Number of Options outstanding, beginning balance | 2,640,334 | |
Number of Options, Granted | ||
Number of Options, outstanding, ending balance | 2,640,334 | |
Options exercisable, ending balance | 2,640,334 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 0.0001 | |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, ending balance | 0.0001 | |
Weighted Average Exercise Price, Options exercisable | $ 0.0001 | |
Non-Employees [Member] | ||
Number of Options outstanding, beginning balance | 621,065 | |
Number of Options, Granted | 521,065 | 603,135 |
Number of Options, outstanding, ending balance | 1,224,200 | |
Options exercisable, ending balance | 621,065 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 0.2416 | |
Weighted Average Exercise Price, Granted | $ 0.0001 | 0.2800 |
Weighted Average Exercise Price, ending balance | 0.2605 | |
Weighted Average Exercise Price, Options exercisable | $ 0.2416 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock-based Compensation Expenses Related to Employee Awards (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock-based compensation | $ 943,901 | $ 27,544 | $ 1,222,920 |
Research and Development Expense [Member] | |||
Stock-based compensation | 103,795 | ||
Marketing, General and Administrative Expenses [Member] | |||
Stock-based compensation | $ 1,119,125 |
OEM Distribution Agreement (Det
OEM Distribution Agreement (Details Narrative) - USD ($) | Jun. 23, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Common stock purchase consideration | $ 1,592,000 | $ 878,250 | ||
Fair value of option | $ 194,995 | |||
OEM Agreement [Member] | OEM Distributor [Member] | ||||
Royalty advance paid | 10,000 | |||
Escrow deposit | $ 140,000 | |||
Options granted to purchase shares of common stock, percentage | 9.09% | |||
Common stock purchase consideration | $ 900,000 | |||
Options expiration term | Jan. 15, 2018 | |||
Fair value of option | $ 432,518 | $ 132,470 |
OEM Distribution Agreement - Sc
OEM Distribution Agreement - Schedule of Assumptions Used to Fair Values of Options Valuation (Details) | Jun. 23, 2017 | Dec. 31, 2017 |
Contractors [Abstract] | ||
Risk-free interest rate | 1.14% | 1.28% |
Expected shares price volatility | 70.00% | 70.00% |
Expected option term (years) | 6 months 21 days | 15 days |
Dividend yield | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Net operating carry forward | $ 400,000 | ||
Income tax reconciliation description | Federal corporate tax rate from 35% to 21%, effective January 1, 2018. | ||
January 1, 2018 [Member] | |||
Corporate tax rate | 21.00% | ||
Israel Tax [Member] | |||
Net operating carry forward | $ 5,100,000 | ||
Corporate tax rate | 23.00% | 24.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Reconciliation of Change Fair Value Measurement Estimated Utilizing Level 3 Inputs (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair value, beginning balance | $ 132,470 | |
Change in fair value recognized in statement of operations and comprehensive loss | (132,470) | 276,150 |
Fair value ending balance | $ 276,150 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Aug. 08, 2018 | Jul. 16, 2018 | Jun. 28, 2018 | Aug. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Monthly compensation | $ 943,901 | $ 27,544 | $ 1,222,920 | ||||
Board of Directors [Member] | |||||||
Stock option purchase, shares | 870,958 | ||||||
Stock option vesting period | 4 years | ||||||
Trading value of acceleration events | $ 50,000,000 | ||||||
Stock option exercise price per shares | $ 0.279 | ||||||
Subscription Agreement [Member] | |||||||
Number of common stock shares issued for consideration | 645,995 | ||||||
Subscription Agreement [Member] | Three Investors [Member] | |||||||
Number of common stock shares issued for consideration | 904,393 | 645,995 | |||||
Shares issued price per share | $ 0.387 | $ 0.387 | |||||
Number of common stock issued for consideration | $ 350,000 | $ 250,000 | |||||
Number of warrants exercisable to purchase common stock | 583,334 | 416,667 | |||||
Warrants exercisable, exercise price per share | $ 0.60 | $ 0.60 | |||||
Warrants exercisable, expiry date | Aug. 7, 2019 | Jun. 28, 2019 | |||||
Service Agreement [Member] | Mr. Biran [Member] | |||||||
Monthly compensation | $ 14,300 | ||||||
Capital raise exceeding | 1,000 | ||||||
Service Agreement [Member] | Mr. Biran [Member] | Automobile Expenses And Other Customary Social Benefits [Member] | |||||||
Monthly compensation | 16,500 | ||||||
Capital raise exceeding | 5,000 | ||||||
Service Agreement [Member] | Mr. Biran [Member] | Maximum [Member] | |||||||
Monthly compensation | 17,900 | ||||||
Service Agreement [Member] | Mr. Biran [Member] | Israel, New Shekels [Member] | |||||||
Monthly compensation | 52,000 | ||||||
Service Agreement [Member] | Mr. Biran [Member] | Israel, New Shekels [Member] | Automobile Expenses And Other Customary Social Benefits [Member] | |||||||
Monthly compensation | 5,000 | ||||||
Basic salary | 60,000 | ||||||
Service Agreement [Member] | Mr. Biran [Member] | Israel, New Shekels [Member] | Maximum [Member] | |||||||
Monthly compensation | $ 65,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Oct. 28, 2018 | Aug. 31, 2018 |
Subscription Agreement [Member] | ||
Number of common stock shares issues | 645,995 | |
Subsequent Event [Member] | ||
Initial investment | $ 500,000 | |
Subsequent Event [Member] | Subscription Agreement [Member] | ||
Initial investment | $ 250,000 | |
Number of common stock shares issues | 1,915,708 | |
Shares purchase price per share | $ 0.261 | |
Warrant exercise price per share | $ 0.6 | |
Warrant exercisable date | Oct. 27, 2019 | |
Subsequent Event [Member] | Subscription Agreement [Member] | Maximum [Member] | ||
Warrant to purchase shares of common stock | 416,667 |