Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | TechCare Corp. | ||
Entity Central Index Key | 0001498067 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,800,000 | ||
Entity Common Stock, Shares Outstanding | 34,169,890 | ||
Trading Symbol | TECR | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 474,715 | $ 589,818 |
Inventory | 248,912 | 41,445 |
Accounts receivable | 13,462 | 3,318 |
Inventory subject to refund | 44,529 | |
Other receivables | 176,583 | 105,818 |
Total current assets | 958,201 | 740,399 |
Non-current assets: | ||
Severance pay fund | 27,258 | 13,764 |
Long-term deposits | 11,366 | 12,287 |
Property and equipment, net | 161,401 | 95,984 |
Total non-current assets | 200,025 | 122,035 |
Total assets | 1,158,226 | 862,434 |
Current liabilities: | ||
Accounts payable and accrued expenses | 231,311 | 106,362 |
Note payable | 80,026 | 88,751 |
Refund liability | 73,464 | |
Option liability | 132,470 | |
Total current liabilities | 384,801 | 327,583 |
Non-current liability: | ||
Liability for severance pay | 31,971 | 23,422 |
Total liabilities | 416,772 | 351,005 |
Stockholders' equity: | ||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; none issued and outstanding at December 31, 2018 and 2017 | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 33,212,036 and 25,835,401 shares issued and outstanding at December 31, 2018 and 2017, respectively | 3,322 | 2,584 |
Accumulated other comprehensive income | 106,870 | 104,777 |
Additional paid-in capital | 9,329,419 | 6,945,151 |
Stock to be issued | 30,000 | 30,000 |
Accumulated deficit | (8,728,157) | (6,571,083) |
Total stockholders' equity | 741,454 | 511,429 |
Total liabilities and stockholders' equity | $ 1,158,226 | $ 862,434 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 33,212,036 | 25,835,401 |
Common stock, shares outstanding | 33,212,036 | 25,835,401 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 251,417 | |
Cost of revenues | 218,639 | |
Gross profit | 32,778 | |
Research and development expenses | 288,813 | 282,425 |
Marketing, general and administrative expenses | 2,003,709 | 2,462,836 |
Change in fair value of option liability | (132,470) | 132,470 |
Operating loss | 2,127,274 | 2,877,731 |
Financial expenses (income),net | 29,800 | (19,341) |
Loss before income taxes | 2,157,074 | 2,858,390 |
Net loss | $ 2,157,074 | $ 2,858,390 |
Net loss per common stock: | ||
Basic | $ (0.07) | $ (0.12) |
Diluted | $ (0.07) | $ (0.13) |
Weighted average number of common stock outstanding: | ||
Basic | 32,476,194 | 23,676,574 |
Diluted | 32,607,583 | 23,837,207 |
Comprehensive loss: | ||
Net loss | $ 2,157,074 | $ 2,858,390 |
Other comprehensive income attributable to foreign currency translation | (2,093) | (7,774) |
Comprehensive loss | $ 2,154,981 | $ 2,850,616 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock to be Issued [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balance at Dec. 31, 2016 | $ 2,038 | $ 3,727,610 | $ (3,712,693) | $ 97,003 | $ 113,958 | |
Balance, shares at Dec. 31, 2016 | 20,381,211 | |||||
Issuance of common stock and warrants | $ 584 | 1,777,666 | 1,778,250 | |||
Issuance of common stock and warrants, shares | 5,836,180 | |||||
Foreign currency translation differences | 7,774 | 7,774 | ||||
Stock-based compensation to employees | 832,122 | 832,122 | ||||
Stock-based compensation to non - employees | 425,829 | 425,829 | ||||
Issuance of common stock for services | $ 42 | 181,844 | 30,000 | 211,886 | ||
Issuance of common stock for services, shares | 426,143 | |||||
Net loss for the year | (2,858,390) | (2,858,390) | ||||
Balance at Dec. 31, 2017 | $ 2,584 | 6,945,151 | 30,000 | (6,571,083) | 104,777 | 511,429 |
Balance, shares at Dec. 31, 2017 | 25,835,401 | |||||
Issuance of common stock and warrants | $ 738 | 2,371,262 | 2,372,000 | |||
Issuance of common stock and warrants, shares | 7,376,635 | |||||
Foreign currency translation differences | 2,093 | 2,093 | ||||
Stock-based compensation to non - employees | 13,006 | 13,006 | ||||
Net loss for the year | (2,157,074) | (2,157,074) | ||||
Balance at Dec. 31, 2018 | $ 3,322 | $ 9,329,419 | $ 30,000 | $ (8,728,157) | $ 106,870 | $ 741,454 |
Balance, shares at Dec. 31, 2018 | 33,212,036 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flow from operating activities: | ||
Net loss | $ (2,157,074) | $ (2,858,390) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 24,322 | 21,145 |
Issuance of common stock for services | 100,963 | |
Change in fair value of option liability | (132,470) | 132,470 |
Stock-based compensation | 13,006 | 1,257,951 |
Changes in cash attributed to changes in operating assets and liabilities: | ||
Other receivables | (93,637) | 27,448 |
Inventory subject to refund | (47,466) | |
Inventory | (218,694) | (41,445) |
Accounts payable and accrued expenses | 138,495 | (119,915) |
Liability for severance pay | 10,521 | 9,378 |
Refund liability | 76,561 | |
Net cash used in operating activities | (2,386,436) | (1,470,395) |
Cash flow from investing activities: | ||
Purchases of property and equipment | (97,992) | (5,293) |
Severance pay fund | (14,818) | (7,123) |
Long-term deposits | (5,999) | |
Net cash used in investing activities | (112,810) | (18,415) |
Cash flow from financing activities: | ||
Proceeds of funds from advance investment | 250,000 | |
Proceeds from issuance of common stock and warrants | 2,372,000 | 1,528,250 |
Net cash provided by financing activities | 2,372,000 | 1,778,250 |
Effect of exchange rates on cash and cash equivalents | 12,143 | 25,337 |
Net increase (decrease) in cash and cash equivalents | (115,103) | 314,777 |
Cash and cash equivalents - beginning of year | 589,818 | 275,041 |
Cash and cash equivalents - end of year | 474,715 | 589,818 |
Non-cash financing activity during the year: | ||
Conversion of advance investment to common stock | 250,000 | |
Issuance of common stock | $ 181,886 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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” or the “Company”) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “TECR.” On February 8, 2016, the Company signed a Merger Agreement with Novomic Ltd. (“Novomic”), a private company incorporated under the laws of the state of Israel. The closing of the merger took place on August 9, 2016 pursuant to which Novomic became a wholly-owned subsidiary of the Company. 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. The Company operates in one operating segment and substantially all assets of the Company and subsidiary are located in Israel. Going Concern During the year ended December 31, 2018, the Company had a total comprehensive loss of $2.2 million. As of December 31, 2018, the Company incurred accumulated losses of approximately $8.7 million. Based on the projected cash flows and Company’s cash balance as of December 31, 2018, the 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 their products, to 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, or curtail or cease operations. The 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 Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US 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. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates using assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the assumptions underlying stock-based compensation, refund liability, inventories measurement including inventory subject to refund, and the recoverability of long-lived assets. Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New Israeli Shekel (“NIS”). The presentation currency of the financial statements is the U.S. dollar. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at actual exchange rates during the year. Differences resulting from translation are presented in equity, under accumulated other comprehensive income (loss). Gains and losses arising from foreign currency transactions of monetary balances denominated in non-functional currencies are reflected in financial income (expense), net in the consolidated statements of operations and comprehensive loss. Financial expenses (income), net in the consolidated statements of operations and comprehensive loss comprised mainly of exchange rate differentials. Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less when acquired, that are not restricted as to withdrawal or use, are considered to be cash or cash equivalents. Accounts receivable The balance of accounts receivable includes amounts due from distributors for products sold in the ordinary course of business, net of commissions earned. If payment is due based on payment terms with one year or less, they are classified as current assets. If not, they are presented as non-current assets. Inventories Inventory is measured at the lower of cost or net realizable value. The cost is determined on the “first in-first out” basis. Inventory costs consist of materials, direct labor and overhead. Net realizable value is an estimated selling price in the ordinary course of business less applicable selling expenses. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels and historical obsolescence. Property, plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the lease term (including any renewal periods, if appropriate) or the estimated useful life of the asset. Repairs and maintenance are charged to expense during the financial period in which they are incurred. Depreciation lives are as follows: Years Computers and software 3 Electronic equipment 7 Office furniture and equipment 14-15 Machinery and equipment mainly 5 Leasehold improvements are amortized by the straight line method over the term of the lease, which is shorter than the estimated useful life of the improvements. Impairment of long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In the event that the sum of the expected future undiscounted cash flows expected to be generated by the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized and the assets would be written down to their estimated fair values. During the years ended 2018 and 2017, no impairment was recorded. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. 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. Observable inputs are inputs that are developed using market data, such as publicly available information about actual events or transactions, and that reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data are not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy categorizes into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs include inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Revenue Recognition Effective January 1, 2018, the Company adopted a 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 Novokid product 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 be received 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 recognized 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 also defers the associated costs of the refund liability and recognize it as inventory subject to refund. 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 a point in time of revenue recognition) 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. Research and Development Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment and supplies for research and development activities. Advertising costs Advertising expenses are expended as incurred and were approximately $369 thousand and $52 thousand for the years ended December 31, 2018 and 2017, respectively. 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 outstanding and fully vested outstanding options granted to employees and non-employees with an exercise price of $0.0001 for the reported periods. For purposes of the calculation of the diluted loss per share, the Company adjusts the loss that is attributed to the holders of the Company’s common stock, and the weighted average number of common stock assuming conversion of all of the dilutive potential stock using the treasury stock method. The potential stock are taken into account only if their effect is dilutive (increases loss per share). Concentration of credit risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are invested with major banks in Israel and the United States. Generally, these investments may be redeemed upon demand and the Company believes that the financial institutions that hold the Company’s cash deposits are financially sound and, accordingly, bear minimal risk. The Company’s accounts receivable are mainly derived from sales to its Israeli distributor. Stock-Based Compensation Stock-Based Compensation to employees, officers and directors The Company measures and recognizes compensation expenses for its equity classified stock-based awards to employees, including stock-based option awards under its plan based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awards on the grant date using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. For the years ended December 31, 2018 and 2017, 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. The expected option term is calculated using the simplified method, as the Company has no historical share option exercise experience which can provide a reasonable basis to estimate its expected option term. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company’s expected dividend rate is zero, since the Company does not currently pay cash dividends on its stock and does not anticipate doing so in the foreseeable future. Each of the above factors require the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards could be materially different. The Company recognizes stock-based compensation cost for option awards based on the straight line method over the requisite service period. Effective January 1, 2017, the Company adopted an Accounting Standards Update (“ASU”) which simplifies certain aspects of the accounting for share-based payments, including, among other items, accounting for income taxes and allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, rather than to account for them based on an estimate of expected forfeitures. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements. Stock-Based Compensation to non-employees Options and Warrants In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”) (see Note 2 below). The Company early adopted ASU 2018-07 commencing on January 1, 2018, with no material 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. Income Taxes The Company and its subsidiary are subject to income taxes in the jurisdictions in which they operate. The Company’s provision for income taxes is based on statutory income tax rates in the tax jurisdictions where it operates, permanent differences between financial reporting and tax reporting, and available credits and incentives. Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the carrying amount and tax bases of assets and liabilities under the applicable tax laws, and on effective tax rates in effect when the deferred taxes are expected to be settled or realized. Deferred taxes for each jurisdiction are presented as a noncurrent net asset or liability, net of any valuation allowances. The Company may incur an additional tax liability in the event of intercompany dividend distributions by its subsidiary. Such additional tax liability in respect of this foreign subsidiary has not been provided for in these financial statements as it is the Company’s policy to permanently reinvest the subsidiary earnings and to consider distributing dividends only in connection with a specific tax opportunity that may arise. The Company recognizes liabilities for uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the tax authority based on the merits of the position. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. The Company reevaluate these uncertain tax positions based on factors including, but not limited to, changes in facts or circumstances, changes in tax law or an effective settlement of audit issues. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to a tax provision. Taxes that would apply in the event of disposal of investments in a foreign subsidiary have not been taken into account in computing the deferred taxes, as it is the Company’s intention to hold, and not to realize, this investments. Valuation Allowances Valuation allowances are provided unless it is more likely than not that all or a portion of the deferred tax asset will be realized. In the determination of the appropriate valuation allowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business results, prior earnings history, carryback and carry forward and prudent tax strategies that may enhance the likelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if the Company takes operational or tax positions that could impact the future taxable earnings of a subsidiary. Given the Company and subsidiary losses, a full valuation allowance has been provided with respect to its deferred tax assets. Comprehensive Income (loss) The Company complies with ASC 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. The Company reports the financial impact of translating its foreign subsidiary financial statements from functional currency to reporting currency as a component of other comprehensive income (loss). Contingent Liabilities Management applies the guidance in Accounting Standards Codification (“ASC”) 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a loss has been incurred and the amount of the liability can be reasonably estimated, then the Company would record an accrued expense in the Company’s financial statements. If the assessment indicates that a potential loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, is disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless material or they involve guarantees in which case the guarantee would be disclosed. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Adopted in Current year In May 2014, and in following related amendments, the FASB issued a new comprehensive revenue recognition guidance on revenue from contracts with customers (the “Standard”) that will supersede the current revenue recognition guidance. The Standard provides a unified model to determine when and how revenue is recognized. The core principle of the Standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this guidance on January 1, 2018, which resulted in no impact on its consolidated financial statements since the Company had no revenues prior to 2018. In January 2016, the FASB issued an ASU which changes to the current measurement model primarily affects all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting), financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new ASU equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) with readily determinable fair values will be measured at fair value through earnings. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company adopted this guidance on January 1, 2018, which resulted in no impact on its consolidated financial statements. 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 ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). 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 January 1, 2018, with no material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued a new ASU which supersedes the current lease accounting guidance. Under the new lease accounting 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, enhanced disclosures will also be required to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases and to increase transparency and comparability among companies. From February 2016 to December 2018, the FASB issued several amendments to the new lease accounting guidance to provide further clarifications, practical expedients as well as implementation and transition guidance. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, using a modified retrospective transition approach. Early adoption was permitted. Under all of the Company’s lease arrangements, the Company is the lessee (for assets such as office lease), in an operating lease. Upon adoption, the Company will apply certain practical expedients, including applying the new lease accounting guidance on the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented, without adjusting the comparative periods. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement (Topic 820)-Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”. This guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Certain disclosures required by this guidance must be applied on a retrospective basis and others on a prospective basis. The guidance will be effective for fiscal years beginning after December 15, 2019, although early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Other Receivables | |
Other Receivables | NOTE 3: OTHER RECEIVABLES Other receivables consisted of the following: December 31, 2018 December 31, 2017 US dollars Prepaid expenses $ 51,110 $ 86,122 VAT Institutions 121,971 19,696 Advanced for suppliers 3,502 - $ 176,583 $ 105,818 |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | NOTE 4: PROPERTY PLANT AND EQUIPMENT Property, plant and equipment, consists of the following: December 31, 2018 December 31, 2017 US dollars Computer and software $ 15,840 $ 15,744 Electronic equipment 11,815 3,304 Office furniture and equipment 9,290 10,043 Leasehold improvements 4,702 5,083 Machinery and equipment 185,394 108,142 $ 227,041 $ 142,316 Accumulated depreciation and amortization (65,640 ) (46,332 ) Property and equipment, net $ 161,401 $ 95,984 Depreciation and amortization expenses were approximately $24 thousand and $21 thousand in the years ended December 31, 2018 and 2017, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consists of the following: December 31, 2018 December 31, 2017 US dollars Accounts payable $ 63,935 $ 14,246 Related parties – see Note 14 25,506 15,864 Accrued expenses 30,199 1,312 Professional services 66,378 13,268 Payroll liabilities 36,043 12,561 Advance from OEM Distributor 9,250 49,111 $ 231,311 $ 106,362 The carrying amount of accounts payable approximates its fair value. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 6: NOTE PAYABLE As of December 31, 2018 and December 31, 2017, a note payable in the aggregate amount of NIS 307,700 ($80,026 and $88,751 respectively) was outstanding. The note payable has no stated maturity date and bears no interest but rather is payable immediately upon demand of the lender. As of December 31, 2018, the carrying amount of the note payable approximates its fair value based on the fact that the note is payable on demand. |
Liability for Severance Pay
Liability for Severance Pay | 12 Months Ended |
Dec. 31, 2018 | |
Liability For Severance Pay | |
Liability for Severance Pay | NOTE 7: LIABILITY FOR SEVERANCE PAY Israeli labor laws generally require severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances. Severance pay liability with respect to Israeli employees’ is calculated pursuant to the Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. The Company records an expense for the increase in its severance liability, net of earnings (losses), from the related severance pay fund. The liability is presented on an undiscounted basis as a long-term liability. The Company’s liability for all of its Israeli employees is covered for by monthly deposits of severance pay funds. The value of the deposited funds is based on the cash surrender value of these policies and includes profits (or losses) accumulated through the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligations pursuant to the Israeli Severance Pay Law or labor agreements. The amounts funded are presented separately in the balance sheet as a severance pay fund. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8: STOCKHOLDERS’ EQUITY Share capital Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. Also, upon completion of the merger, the Company’s stockholders approved the authorization of ten million (10,000,000) shares of preferred stock, which may be issued in one or more classes or series, having such designations, preferences, privileges and rights as the Board of Directors (the “Board”) may determine. No preferred stock was issued during the years ended December 31, 2018 and 2017. During the year ended December 31, 2017, the Company entered into several agreements with certain investors, pursuant to which the Company raised an aggregate amount of $1,778,250, consisting of: (a) $878,250 was raised at a purchase price of $0.483 per share with warrants to purchase 15,528 shares of common stock granted with an exercise price of $0.483 per share (expired during the third quarter of 2017) and (b) $850,000 was raised at a purchase price of $0.224 per share. During the year ended December 31, 2018, the Company entered into several agreements with certain investors, pursuant to which the Company raised an aggregate amount of $2,372,000, at purchase price per share ranging from $0.261 to $0.387, with warrants granted with an exercise price of $0.60, which will expire during a period ranging from June 17, 2019 to November 13, 2019, as detailed below: Warrants granted Exercise price Expiration date 645,995 $ 0.387 June 30, 2018 (expired) 516,796 $ 0.387 September 30, 2018 (expired) 70,000 $ 0.60 June 17, 2019 416,667 $ 0.60 June 27, 2019 416,667 $ 0.60 August 7, 2019 83,333 $ 0.60 August 7, 2019 166,667 $ 0.60 August 7, 2019 50,000 $ 0.60 August 21, 2019 416,667 $ 0.60 October 27, 2019 833,333 $ 0.60 November 13, 2019 Stock-Based Compensation to employees, officers 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 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. During September 2017, the Company granted its CEO options to purchase 266,369 of the Company’s common stock for an exercise price of $0.0001 per share. The options granted in 2017 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 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 years ended December 31, 2018 and 2017: 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 December 31, 2018 2,640,334 0.0001 Options exercisable at December 31, 2018 2,640,334 0.0001 Options outstanding at December 31, 2016 1,504,369 0.0001 Granted 1,135,965 - Options outstanding at December 31, 2017 2,640,334 0.0001 Options exercisable at December 31, 2017 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: Year ended December 31, 2018 December 31, 2017 US dollars Research and development - 103,795 Marketing, general and administrative - 728,327 $ - $ 832,122 Stock-Based Compensation to non-employees Options and Warrants 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) Options to a related party and a member of the Company’s advisory Board, exercisable to purchase 83,393 shares of common stock of the Company, at an exercise price of $0.0001 per share. The options vest as follows: 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) Options to a related party and member of the Company’s advisory Board, exercisable to purchase 83,393 shares of common stock of the Company, at an exercise price of $0.0001 per share. The options vest as follows: 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) Options to a related party, a member of the Company’s Board and its advisory Board, exercisable to purchase 436,349 shares of common stock of the Company, at an exercise price of $0.387 per share. The options would have become 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% would have been considered exercisable at the end of each subsequent three-month period thereafter, over the course of 8 quarters. The options were waived and cancelled, by mutual consent, on November 14, 2018, following the resignation of the aforesaid related party from the Board. 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 - In 2017, the Company granted options to non-employees, as follows: 1) During January 2017 the Company granted to a non-employee warrants to purchase 100,000 of the Company’s common stock at an exercise price of $1.50 per share, exercisable for a period of 24 months commencing on the date of the agreement, which were fully vested on the date of the grant. The warrants expired on January 21, 2019. 2) During March 2017, the Company granted to non-employees 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 - 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 non-employees for the years ended December 31, 2018 and 2017: Number of Options Weighted Average Exercise Price U.S Dollar Options outstanding at December 31, 2016 - - Granted 621,065 0.2416 Options outstanding at December 31, 2017 621,065 0.2416 Granted 603,135 0.2800 Cancelled (436,349 ) 0.3870 Options outstanding at December 31, 2018 787,851 0.1905 Options exercisable at December 31, 2018 641,913 0.2338 Stock-based compensation expenses in the amount of $13,006 and $425,829 are included in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2018 and 2017, respectively, were recorded in marketing, general and administrative expenses. Stock granted to non-employees: During the year ended December 31, 2017, the Company issued the following shares of common stock in relation to services: a. In the first quarter of 2017, the Company signed an agreement to issue 300,000 shares of the Company’s common stock to a consultant for his consulting services. The fair value of the stock issued calculated at the grant date was $111,000. b. In the second quarter of 2017, the Company signed a service agreement with a service provider, pursuant to which the Company agreed to pay a certain monthly fee and also granted the service provider 70,000 shares of common stock, which were issued in April 2017. The fair value of the stock issued calculated at the grant date was $42,000. c. In the second quarter of 2017, the Company signed a consulting agreement with a consultant pursuant to which the Company agreed to pay a certain monthly fee and grant the consultant up to 500,000 shares of common stock of the Company to be issued as follows: (1) 50,000 shares of common stock on the execution of the agreement, and (2) the remaining 450,000 shares of common stock contingent upon the successful achievement of certain milestones, as described in the agreement. As of December 31, 2017 and 2018, the Company had not yet issued the 50,000 shares of common stock and, therefore, recorded the stock to be issued in the consolidated financial statements. The fair value of the common stock to be issued calculated at the grant date was $30,000. Also, as of December 31, 2017 and 2018, the milestones were not achieved and no additional common stock was issued. d. In the third quarter of 2017, the Board approved the issuance of 40,782 shares of common stock for professional corporate services. The common stock was issued during the fourth quarter of 2017. The fair value of the common stock issued calculated at the grant date was $18,964. All expenses related to stock issued to non-employees are included in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2017 and 2018 in marketing, general and administrative expenses. |
OEM Distribution Agreement
OEM Distribution Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Contractors [Abstract] | |
OEM Distribution Agreement | NOTE 9: OEM DISTRIBUTION AGREEMENT On June 23, 2017, the Company entered into an OEM agreement (the “OEM Agreement”) with a medical device and wellness applications company based in the United States (the “OEM Distributor”), according to which the OEM Distributor will manufacture, distribute and sell the Company’s Novokid head lice treatment products in the United States, Canada, Brazil, Argentina, Costa Rica and Colombia, all on an exclusive basis, pursuant to and in accordance with the terms and conditions set forth in the OEM Agreement, including minimum royalties commitments. The OEM Distributor will be solely responsible for obtaining and maintain the approval from the US Food and Drug Administration (the “FDA”) and shall bear all costs related to such approval. The Company, through its OEM Distributor, has been communicating with the FDA regarding Novokid’s designation as a medical device. An application to the FDA Office of Combination (OCP division) is being prepared. 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 an amount of $140,000 is held in an escrow account, until the Company completes certain milestones, as described in the OEM Agreement. As of December 31, 2018 the milestones were not 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 option expired on 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 liability 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 - On March 25, 2019, the Company received a notice of termination from the OEM Distributor. Accordingly, the Company will not proceed with the agreement. (see Note 15). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10: 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). Loss before taxes on income for the years ended December 31, 2018 and 2017 were as follows: Year ended December 31, 2018 December 31, 2017 US dollars Israeli 2,125,364 2,536,443 Non-Israeli 31,710 321,947 $ 2,157,074 $ 2,858,390 b. Corporate tax rates The regular corporate tax rate in Israel in 2017 was 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 things, reduced the federal corporate tax rate from 35% to 21%, effective January 1, 2018. The TCJA has had no impact on the Company’s consolidated financial statements for the years ended December 31, 2018 and 2017. c. Deferred Tax Assets The components of the Company’s deferred tax assets as of December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 US dollars Individual components giving rise to the deferred tax assets are as follows: Tax losses carry forwards $ 1,346,453 $ 933,683 Research and Development credit carry forwards 54,908 97,503 Gross deferred tax assets $ 1,401,361 $ 1,031,186 Valuation allowance (1,401,361 ) (1,031,186 ) Total deferred tax assets $ - $ - Change in valuation allowance for the year ended December 31, 2018 and 2017 was $370,175 and $169,261, respectively. The entire change was charged to tax expenses to offset the benefit from the recognition of deferred tax assets. d. Carryforward tax losses Carryforward tax losses of the Company in the U.S., as of December 31, 2018, amounted to approximately to $383 thousand. The TCJA also repealed the corporate alternative minimum tax for tax years beginning after December 31, 2017. Losses generated prior to January 1, 2018 will still be subject to the 20-year carryforward limitation and the alternative minimum tax. Carryforward tax losses of the subsidiary as of December 31, 2018 amounted to approximately to $5,504 thousand with no expiration date for these carryforward tax losses. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 11: LOSS PER SHARE The following table sets forth the calculation of basic loss per share for the years indicated: Year ended December 31, 2018 2017 US dollar Numerator: Loss for the year $ 2,157,074 $ 2,858,390 Denominator: Weighted average number of common stock outstanding 29,313,081 22,116,574 Weighted average number of fully vested outstanding options with an excessive price of $0.0001 3,163,113 1,560,000 32,476,194 23,676,574 Net loss per common stock: Basic $ (0.07 ) $ (0.12 ) The following table sets forth the calculation of diluted loss per share for the years indicated: Year ended December 31, 2018 2017 US dollar Numerator: Loss for the year $ 2,157,074 $ 2,858,390 Income resulting from change in fair value of option liability 132,470 143,680 Loss for the year loss for diluted loss per share 2,289,544 3,002,070 Denominator: Weighted average number of common stock outstanding -Diluted: 32,607,583 23,837,207 Net loss per common stock: Diluted $ (0.07 ) $ (0.13 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 12: FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of the Company’s financial instruments, including cash equivalents, accounts receivable and other current assets, accounts payable and accrued liabilities and note payable 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 Fair value as of January 1, $ 132,470 $ - Initial recognition of option liability (see Note 9) recognized in statement of operations and comprehensive loss - 432,518 Change in fair value recognized in statement of operations and comprehensive loss (132,470 ) (300,048 ) Fair value as of December 31, $ - $ 132,470 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 13: COMMITMENTS a. The Company leases office and warehouse space, under an operating lease, which will expire in November 30, 2019, unless the Company extends it through November 30, 2024 or terminates it with two months’ prior notice. Office lease payments for the years ended December 31, 2018 and December 31, 2017, under the above-mentioned agreement, were approximately $23 thousand and $16 thousand respectively. Future minimum commitments under non-cancelable operating lease agreement as of December 31, 2018 in U.S. Dollars in thousands is 19 thousand. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 14: RELATED PARTY TRANSACTIONS a. On May 31, 2015, the Company entered into a consulting agreement with Mr. Yossef De-Levy, a member of the Company’s Board. Pursuant to the consulting agreement, Mr. De-Levy receives a gross monthly amount of NIS 10,000 (approximately $2,900). The foregoing payment is in addition to, and independent of, the fee that Mr. De-Levy is entitled to receive for continued services as a member of the Board. In March 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019. b. On December 31, 2015, the Company entered into a consulting agreement with Zvi Yemini, the Company’s Chairman of the Board and with his affiliated entity Y.M.Y Industry Ltd. (“YMY”). Pursuant to the consulting agreement, Mr. Yemini received a gross monthly amount of NIS 24,000 (approximately $6,200). The foregoing payment is in addition to, and independent of, the fee that Mr. Yemini is entitled to receive for continued services as a member of the Board. On February 22, 2017, the Company signed an amendment to the original agreement with Mr. Yemini and YMY. Pursuant to the amendment, Mr. Yemini’s monthly payment was increased to NIS 45,000 (approximately $13,000) starting February 2017. In March 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019. c. On July 31, 2016, the Company entered into a consulting agreement with Mr. Oren Traistman, a member of the Board. Pursuant to the consulting agreement, Mr. Traistman receives a gross monthly amount of NIS 10,000 (approximately $2,900). In March 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019. d. In 2017, the Company entered into subscription agreements with several investors pursuant to which the Company issued 1,323,110 shares of common stock for an aggregate consideration of $ 350,000. e. In 2018, the Company entered into subscription agreements with several investors pursuant to which the Company issued 6,027,799 shares and warrants to purchase 2,895,996 shares of common stock and for an aggregate consideration of $1,850,000. f. On July 16, 2018, the Board of the Company appointed Mr. Doron Biran as its Chief Executive Officer and its wholly-owned subsidiary Novomic. Pursuant to the service agreement (the “Agreement”) signed with Mr. Biran, Mr. Biran was entitled to receive monthly compensation of NIS 52 thousand (approximately $14,300) plus VAT. In the event of a capital raise exceeding $1,000 thousand Mr. Biran was to be entitled to an increase in his compensation to a total of NIS 65 thousand (approximately $17,900). Furthermore, upon the earlier of either 24 months from the effective date of the Agreement, or a capital raise exceeding $5 million and the listing of the Company on the Nasdaq Stock Market, Mr. Biran was to become an employee of the Company and was to receive a base salary of NIS 60 thousand as well as NIS 5 thousands for automobile expenses (approximately $16,500) and other customary social benefits. On December 20, 2018, the board of directors of the Company and Mr. Biran agreed that Mr. Biran would step down effective as of February 28, 2019. In February 2019 the Company and Mr. Biran agreed that Mr. Biran would step down from his position as Chief Executive Officer effective as of February 15, 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15: SUBSEQUENT EVENTS a. On January 21, 2019, the Company entered into a joint venture agreement with China-Israel Biological Technology Co. Ltd. (“CIB”), pursuant to which Novomic and CIB will found a Chinese joint venture company in China, (the “JV”). The JV will focus on the field of health and cosmetics, including medical care, home care, hair care and body and skin care, in order to develop a comprehensive and broad range of health, wellness, beauty and home products for customers by utilizing the Company’s patented technology of vaporization of natural and plant-based compounds. The JV plans to sell its products in the Greater China region (including mainland China, Hong Kong, Macao and Taiwan) directly or through others. As part of the JV, CIB will invest in the JV $1,000,000 for 60% of the share capital of the JV and Novomic will invest in the JV $666,667 for 40% of the share capital of the joint venture. Novomic’s capital contribution shall be made by an assignment of certain intellectual property rights (“IP Rights”) with respect to the Greater China region (including mainland China, Hong Kong, Macao and Taiwan). The parties to the JV agreed that Novomic’s holdings in the JV shall not be diluted for any investment in the JV at a pre-money valuation of less than $10 million, and that Novomic will maintain at least 20% of the JV’s share capital, on a fully diluted basis, until an initial public offering or merger or acquisition transaction of the JV. The JV agreement includes provisions with respect to the obligations and responsibilities of each of the parties relating to the JV. The board of directors of the JV will be composed of five directors, of whom four will be appointed by CIB and one will be appointed by Novomic. The following restitutions will require the approval of all of the directors in office: amendment of the articles of association of the JV, change in the JV business scope, approval of the annual budget or a material deviation therefrom, termination and dissolution of the JV, increase or reduction of the registered capital, merger, division, dismissal or change of company form of the joint venture, sale of all or substantially all of the assets of the JV, including any intellectual property rights and any related party transactions. The general manager of the JV will be appointed by CIB and Novomic will be entitled to nominate a vice general manager. As of March 28, 2019, the JV was not legally established and no investment in cash nor capital contribution was made in the JV. In addition no agreement regarding the IP Rights was signed yet. b. On January 21, 2019, the Company entered into a subscription agreement (the “Agreement”) with ICB Biotechnology Investments Ltd. (“ICB”), pursuant to which the Company agreed to issue and sell to ICB up to 1,915,708 shares of common stock, for a price per share of $0.261. Upon the initial closing of the Agreement the Company will issue and sell to ICB 957,854 common stock for an investment amount of $250,000. Upon the formation of a joint venture in China and the transfer of the relevant IP Rights to the joint venture (see Note 15a above) the Company will issue and sell to the ICB an additional 957,854 shares of common stock for an additional investment amount of $250,000 (the “Additional Investment”). In addition, subject to the consummation of the Additional Investment, the Company will grant ICB an option to purchase up to additional 833,333 common stock for a price per share of $0.6, for an aggregate consideration of up to US$1,000,000. Upon the closing of the initial closing under the Agreement, ICB will be entitled to nominate one person to serve as a member of the Board of directors. ICB will maintain the right to nominate one person to serve as a member of the Board for as long as it holds 2% of the Company’s shares of capital stock on a fully-diluted basis. The initial closing and additional closing are subject to and contingent upon the approval of ICB’s shareholders. In March 2019, following the approval of ICB’s shareholders, the Company closed on an initial investment amount of $250,000 and 957,854 shares of common stock were issued to ICB. c. In March 2019, the Company entered into certain amendments according to which certain directors and consultants waived their monthly retainer commencing on November 15, 2018 up and until April 30, 2019, as a result of the Company’s cash flow needs. d. On March 23, 2017, the Company entered into an OEM Agreement for the creation of industrial designs for the Company’s lice treatment products. On March 25, 2019, in accordance with the OEM Agreement, the Company received a notice of termination from the OEM Distributor, and the Company will not proceed with the OEM Agreement. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates using assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the assumptions underlying stock-based compensation, refund liability, inventories measurement including inventory subject to refund, and the recoverability of long-lived assets. |
Functional Currency and Foreign Currency Translation and Transactions | Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiary are conducted is the New Israeli Shekel (“NIS”). The presentation currency of the financial statements is the U.S. dollar. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at actual exchange rates during the year. Differences resulting from translation are presented in equity, under accumulated other comprehensive income (loss). Gains and losses arising from foreign currency transactions of monetary balances denominated in non-functional currencies are reflected in financial income (expense), net in the consolidated statements of operations and comprehensive loss. Financial expenses (income), net in the consolidated statements of operations and comprehensive loss comprised mainly of exchange rate differentials. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less when acquired, that are not restricted as to withdrawal or use, are considered to be cash or cash equivalents. |
Accounts Receivable | Accounts receivable The balance of accounts receivable includes amounts due from distributors for products sold in the ordinary course of business, net of commissions earned. If payment is due based on payment terms with one year or less, they are classified as current assets. If not, they are presented as non-current assets. |
Inventories | Inventories Inventory is measured at the lower of cost or net realizable value. The cost is determined on the “first in-first out” basis. Inventory costs consist of materials, direct labor and overhead. Net realizable value is an estimated selling price in the ordinary course of business less applicable selling expenses. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels and historical obsolescence. |
Property, plant and Equipment | Property, plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the lease term (including any renewal periods, if appropriate) or the estimated useful life of the asset. Repairs and maintenance are charged to expense during the financial period in which they are incurred. Depreciation lives are as follows: Years Computers and software 3 Electronic equipment 7 Office furniture and equipment 14-15 Machinery and equipment mainly 5 Leasehold improvements are amortized by the straight line method over the term of the lease, which is shorter than the estimated useful life of the improvements. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In the event that the sum of the expected future undiscounted cash flows expected to be generated by the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized and the assets would be written down to their estimated fair values. During the years ended 2018 and 2017, no impairment was recorded. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. 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. Observable inputs are inputs that are developed using market data, such as publicly available information about actual events or transactions, and that reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data are not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy categorizes into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs include inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted a 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 Novokid product 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 be received 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 recognized 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 also defers the associated costs of the refund liability and recognize it as inventory subject to refund. 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 a point in time of revenue recognition) 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. |
Research and Development | Research and Development Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment and supplies for research and development activities. |
Advertising costs | Advertising costs Advertising expenses are expended as incurred and were approximately $369 thousand and $52 thousand for the years ended December 31, 2018 and 2017, respectively. |
Loss Per Share | 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 outstanding and fully vested outstanding options granted to employees and non-employees with an exercise price of $0.0001 for the reported periods. For purposes of the calculation of the diluted loss per share, the Company adjusts the loss that is attributed to the holders of the Company’s common stock, and the weighted average number of common stock assuming conversion of all of the dilutive potential stock using the treasury stock method. The potential stock are taken into account only if their effect is dilutive (increases loss per share). |
Concentration of credit risks | Concentration of credit risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are invested with major banks in Israel and the United States. Generally, these investments may be redeemed upon demand and the Company believes that the financial institutions that hold the Company’s cash deposits are financially sound and, accordingly, bear minimal risk. The Company’s accounts receivable are mainly derived from sales to its Israeli distributor. |
Stock-Based Compensation | Stock-Based Compensation Stock-Based Compensation to employees, officers and directors The Company measures and recognizes compensation expenses for its equity classified stock-based awards to employees, including stock-based option awards under its plan based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awards on the grant date using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. For the years ended December 31, 2018 and 2017, 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. The expected option term is calculated using the simplified method, as the Company has no historical share option exercise experience which can provide a reasonable basis to estimate its expected option term. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company’s expected dividend rate is zero, since the Company does not currently pay cash dividends on its stock and does not anticipate doing so in the foreseeable future. Each of the above factors require the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the fair value of stock-based option awards could be materially different. The Company recognizes stock-based compensation cost for option awards based on the straight line method over the requisite service period. Effective January 1, 2017, the Company adopted an Accounting Standards Update (“ASU”) which simplifies certain aspects of the accounting for share-based payments, including, among other items, accounting for income taxes and allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, rather than to account for them based on an estimate of expected forfeitures. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements. Stock-Based Compensation to non-employees Options and Warrants In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”) (see Note 2 below). The Company early adopted ASU 2018-07 commencing on January 1, 2018, with no material 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. |
Income Taxes | Income Taxes The Company and its subsidiary are subject to income taxes in the jurisdictions in which they operate. The Company’s provision for income taxes is based on statutory income tax rates in the tax jurisdictions where it operates, permanent differences between financial reporting and tax reporting, and available credits and incentives. Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the carrying amount and tax bases of assets and liabilities under the applicable tax laws, and on effective tax rates in effect when the deferred taxes are expected to be settled or realized. Deferred taxes for each jurisdiction are presented as a noncurrent net asset or liability, net of any valuation allowances. The Company may incur an additional tax liability in the event of intercompany dividend distributions by its subsidiary. Such additional tax liability in respect of this foreign subsidiary has not been provided for in these financial statements as it is the Company’s policy to permanently reinvest the subsidiary earnings and to consider distributing dividends only in connection with a specific tax opportunity that may arise. The Company recognizes liabilities for uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the tax authority based on the merits of the position. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. The Company reevaluate these uncertain tax positions based on factors including, but not limited to, changes in facts or circumstances, changes in tax law or an effective settlement of audit issues. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to a tax provision. Taxes that would apply in the event of disposal of investments in a foreign subsidiary have not been taken into account in computing the deferred taxes, as it is the Company’s intention to hold, and not to realize, this investments. |
Valuation Allowances | Valuation Allowances Valuation allowances are provided unless it is more likely than not that all or a portion of the deferred tax asset will be realized. In the determination of the appropriate valuation allowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business results, prior earnings history, carryback and carry forward and prudent tax strategies that may enhance the likelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if the Company takes operational or tax positions that could impact the future taxable earnings of a subsidiary. Given the Company and subsidiary losses, a full valuation allowance has been provided with respect to its deferred tax assets. |
Comprehensive Income (loss) | Comprehensive Income (loss) The Company complies with ASC 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. The Company reports the financial impact of translating its foreign subsidiary financial statements from functional currency to reporting currency as a component of other comprehensive income (loss). |
Contingent Liabilities | Contingent Liabilities Management applies the guidance in Accounting Standards Codification (“ASC”) 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that it is probable that a loss has been incurred and the amount of the liability can be reasonably estimated, then the Company would record an accrued expense in the Company’s financial statements. If the assessment indicates that a potential loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, is disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless material or they involve guarantees in which case the guarantee would be disclosed. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives Property Plant and Equipment | Depreciation lives are as follows: Years Computers and software 3 Electronic equipment 7 Office furniture and equipment 14-15 Machinery and equipment mainly 5 |
Other Receivables (Table)
Other Receivables (Table) | 12 Months Ended |
Dec. 31, 2018 | |
Other Receivables | |
Schedule of Other Receivables | Other receivables consisted of the following: December 31, 2018 December 31, 2017 US dollars Prepaid expenses $ 51,110 $ 86,122 VAT Institutions 121,971 19,696 Advanced for suppliers 3,502 - $ 176,583 $ 105,818 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment, consists of the following: December 31, 2018 December 31, 2017 US dollars Computer and software $ 15,840 $ 15,744 Electronic equipment 11,815 3,304 Office furniture and equipment 9,290 10,043 Leasehold improvements 4,702 5,083 Machinery and equipment 185,394 108,142 $ 227,041 $ 142,316 Accumulated depreciation and amortization (65,640 ) (46,332 ) Property and equipment, net $ 161,401 $ 95,984 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consists of the following: December 31, 2018 December 31, 2017 US dollars Accounts payable $ 63,935 $ 14,246 Related parties – see Note 14 25,506 15,864 Accrued expenses 30,199 1,312 Professional services 66,378 13,268 Payroll liabilities 36,043 12,561 Advance from OEM Distributor 9,250 49,111 $ 231,311 $ 106,362 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Warrant Repurchase | Warrants granted Exercise price Expiration date 645,995 $ 0.387 June 30, 2018 (expired) 516,796 $ 0.387 September 30, 2018 (expired) 70,000 $ 0.60 June 17, 2019 416,667 $ 0.60 June 27, 2019 416,667 $ 0.60 August 7, 2019 83,333 $ 0.60 August 7, 2019 166,667 $ 0.60 August 7, 2019 50,000 $ 0.60 August 21, 2019 416,667 $ 0.60 October 27, 2019 833,333 $ 0.60 November 13, 2019 |
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 Dividend yield - |
Schedule of Stock Option Activity | A summary of the stock option activity for employees and directors for the years ended December 31, 2018 and 2017: 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 December 31, 2018 2,640,334 0.0001 Options exercisable at December 31, 2018 2,640,334 0.0001 Options outstanding at December 31, 2016 1,504,369 0.0001 Granted 1,135,965 - Options outstanding at December 31, 2017 2,640,334 0.0001 Options exercisable at December 31, 2017 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: Year ended December 31, 2018 December 31, 2017 US dollars Research and development - 103,795 Marketing, general and administrative - 728,327 $ - $ 832,122 |
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 for non-employees for the years ended December 31, 2018 and 2017: Number of Options Weighted Average Exercise Price U.S Dollar Options outstanding at December 31, 2016 - - Granted 621,065 0.2416 Options outstanding at December 31, 2017 621,065 0.2416 Granted 603,135 0.2800 Cancelled (436,349 ) 0.3870 Options outstanding at December 31, 2018 787,851 0.1905 Options exercisable at December 31, 2018 641,913 0.2338 |
OEM Distribution Agreement (Tab
OEM Distribution Agreement (Tables) | 12 Months Ended |
Dec. 31, 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 - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Taxes On Income | Loss before taxes on income for the years ended December 31, 2018 and 2017 were as follows: Year ended December 31, 2018 December 31, 2017 US dollars Israeli 2,125,364 2,536,443 Non-Israeli 31,710 321,947 $ 2,157,074 $ 2,858,390 |
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax assets as of December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 US dollars Individual components giving rise to the deferred tax assets are as follows: Tax losses carry forwards $ 1,346,453 $ 933,683 Research and Development credit carry forwards 54,908 97,503 Gross deferred tax assets $ 1,401,361 $ 1,031,186 Valuation allowance (1,401,361 ) (1,031,186 ) Total deferred tax assets $ - $ - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic Loss Per Share | The following table sets forth the calculation of basic loss per share for the years indicated: Year ended December 31, 2018 2017 US dollar Numerator: Loss for the year $ 2,157,074 $ 2,858,390 Denominator: Weighted average number of common stock outstanding 29,313,081 22,116,574 Weighted average number of fully vested outstanding options with an excessive price of $0.0001 3,163,113 1,560,000 32,476,194 23,676,574 Net loss per common stock: Basic $ (0.07 ) $ (0.12 ) |
Schedule of Diluted Loss Per Share | The following table sets forth the calculation of diluted loss per share for the years indicated: Year ended December 31, 2018 2017 US dollar Numerator: Loss for the year $ 2,157,074 $ 2,858,390 Income resulting from change in fair value of option liability 132,470 143,680 Loss for the year loss for diluted loss per share 2,289,544 3,002,070 Denominator: Weighted average number of common stock outstanding -Diluted: 32,607,583 23,837,207 Net loss per common stock: Diluted $ (0.07 ) $ (0.13 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 Fair value as of January 1, $ 132,470 $ - Initial recognition of option liability (see Note 9) recognized in statement of operations and comprehensive loss - 432,518 Change in fair value recognized in statement of operations and comprehensive loss (132,470 ) (300,048 ) Fair value as of December 31, $ - $ 132,470 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Comprehensive loss | $ 2,154,981 | $ 2,850,616 |
Accumulated losses | (8,728,157) | (6,571,083) |
Impairment of long-lived assets | ||
Advertising expenses | $ 369,000 | $ 52,000 |
Employees and Non-employees [Member] | ||
Exercise price per shares | $ 0.0001 |
Other Receivables - Schedule of
Other Receivables - Schedule of Other Receivables (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Receivables | ||
Prepaid expenses | $ 51,110 | $ 86,122 |
VAT Institutions | 121,971 | 19,696 |
Advanced for suppliers | 3,502 | |
Other receivables | $ 176,583 | $ 105,818 |
Property Plant and Equipment (D
Property Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 24,000 | $ 21,000 |
Property Plant and Equipment -
Property Plant and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 227,041 | $ 142,316 |
Accumulated depreciation and amortization | (65,640) | (46,332) |
Property and equipment, net | 161,401 | 95,984 |
Computer and Software [Member] | ||
Property and equipment, gross | 15,840 | 15,744 |
Electronic Equipment [Member] | ||
Property and equipment, gross | 11,815 | 3,304 |
Office Furniture and Equipment [Member] | ||
Property and equipment, gross | 9,290 | 10,043 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 4,702 | 5,083 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | $ 185,394 | $ 108,142 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts payable and accrued expenses | $ 231,311 | $ 106,362 |
Accounts Payable [Member] | ||
Accounts payable and accrued expenses | 63,935 | 14,246 |
Related Parties [Member] | ||
Accounts payable and accrued expenses | 25,506 | 15,864 |
Accrued Expenses [Member] | ||
Accounts payable and accrued expenses | 30,199 | 1,312 |
Professional Services [Member] | ||
Accounts payable and accrued expenses | 66,378 | 13,268 |
Payroll Liabilities [Member] | ||
Accounts payable and accrued expenses | 36,043 | 12,561 |
Advance from OEM Distributor [Member] | ||
Accounts payable and accrued expenses | $ 9,250 | $ 49,111 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Notes payable | $ 80,026 | $ 88,751 |
NIS [Member] | ||
Notes payable | $ 307,700 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Preferred stock, shares issued | |||||||||
Proceeds from share capital, aggregate amount | $ 1,622,000 | $ 1,778,250 | |||||||
Stock-based compensation | $ 13,006 | 1,257,951 | |||||||
Number of shares issued for services, shares | 40,782 | ||||||||
Number of shares issued for services, amount | $ 18,964 | 211,886 | |||||||
Consulting Agreement [Member] | |||||||||
Number of common stock shares issued for consideration | 50,000 | ||||||||
Number of shares granted | 500,000 | ||||||||
Value of shares granted | $ 30,000 | ||||||||
Number of common stock non issued | 50,000 | ||||||||
Consulting Agreement [Member] | Achievement of Certain Milestones [Member] | |||||||||
Number of common stock shares issued for consideration | 450,000 | ||||||||
Service Agreement [Member] | April 2017 [Member] | |||||||||
Number of shares granted | 70,000 | ||||||||
Value of shares granted | $ 42,000 | ||||||||
Employees [Member] | |||||||||
Number of shares granted | 869,596 | ||||||||
Options exercise price | $ 0.0001 | ||||||||
Options granted exercisable term | 2 years 6 months | ||||||||
CEO [Member] | |||||||||
Number of shares granted | 266,369 | ||||||||
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 | ||||||||
Warrants exercisable, expiry date | Jan. 21, 2019 | ||||||||
Number of shares granted | 521,065 | 603,135 | 621,065 | ||||||
Options exercise price | $ 0.0001 | $ 0.2800 | $ 0.2416 | ||||||
Options granted exercisable term | 5 years | ||||||||
Non-Employees [Member] | Consulting Agreement [Member] | |||||||||
Number of shares granted | 83,393 | ||||||||
Options exercise price | $ 0.0001 | ||||||||
Stock based compensation vesting rights | The options vest as follows: 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% | ||||||||
Non-Employees [Member] | Consulting Agreement One [Member] | |||||||||
Number of shares granted | 83,393 | ||||||||
Options exercise price | $ 0.0001 | ||||||||
Stock based compensation vesting rights | The options vest as follows: 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% | ||||||||
Non-Employees [Member] | Consulting Agreement Two [Member] | |||||||||
Number of shares granted | 436,349 | ||||||||
Options exercise price | $ 0.387 | ||||||||
Stock based compensation vesting rights | The options would have become 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% would have been 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% | ||||||||
Consultant [Member] | Agreement [Member] | |||||||||
Number of shares issued for services, shares | 300,000 | ||||||||
Number of shares issued for services, amount | $ 111,000 | ||||||||
Common Stock [Member] | |||||||||
Number of common stock shares issued for consideration | 878,250 | ||||||||
Shares issued price per share | $ 0.483 | ||||||||
Number of warrants exercisable to purchase common stock | 15,528 | ||||||||
Warrants exercisable, exercise price per share | $ 0.483 | ||||||||
Warrants exercisable, expiry date | Sep. 30, 2017 | ||||||||
Number of shares issued for services, shares | 426,143 | ||||||||
Number of shares issued for services, amount | $ 42 | ||||||||
Common Stock [Member] | Investors [Member] | |||||||||
Proceeds from share capital, aggregate amount | $ 2,372,000 | ||||||||
Warrants exercisable, exercise price per share | $ 0.60 | ||||||||
Warrants exercisable, expiry date | Nov. 13, 2019 | ||||||||
Common Stock [Member] | Investors [Member] | Minimum [Member] | |||||||||
Shares issued price per share | $ 0.261 | ||||||||
Common Stock [Member] | Investors [Member] | Maximum [Member] | |||||||||
Shares issued price per share | $ 0.387 | ||||||||
Common Stock One [Member] | |||||||||
Proceeds from share capital, aggregate amount | $ 850,000 | ||||||||
Shares issued price per share | $ 0.224 |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Warrant Repurchase (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Exercise Price One [Member] | |
Warrants granted | shares | 645,995 |
Exercise price | $ / shares | $ 0.387 |
Expiration date | Jun. 30, 2018 |
Exercise Price Two [Member] | |
Warrants granted | shares | 516,796 |
Exercise price | $ / shares | $ 0.387 |
Expiration date | Sep. 30, 2018 |
Exercise Price Three [Member] | |
Warrants granted | shares | 70,000 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Jun. 17, 2019 |
Exercise Price Four [Member] | |
Warrants granted | shares | 416,667 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Jun. 27, 2019 |
Exercise Price Five [Member] | |
Warrants granted | shares | 416,667 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Aug. 7, 2019 |
Exercise Price Six [Member] | |
Warrants granted | shares | 83,333 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Aug. 7, 2019 |
Exercise Price Seven [Member] | |
Warrants granted | shares | 166,667 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Aug. 7, 2019 |
Exercise Price Eight [Member] | |
Warrants granted | shares | 50,000 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Aug. 21, 2019 |
Exercise Price Nine [Member] | |
Warrants granted | shares | 416,667 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Oct. 27, 2019 |
Exercise Price Ten [Member] | |
Warrants granted | shares | 833,333 |
Exercise price | $ / shares | $ 0.60 |
Expiration date | Nov. 13, 2019 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Values of Stock Options (Details) | Jun. 23, 2017 | Jun. 30, 2018 | Dec. 31, 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, Officers and Directors [Member] | ||||
Risk-free interest rate | 1.54% | |||
Expected shares price volatility | 70.00% | |||
Expected option term (years) | 2 years 6 months | |||
Dividend yield | 0.00% | |||
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 | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employees, Officers and Directors [Member] | |||
Number of Options outstanding, beginning balance | 2,640,334 | 1,504,369 | |
Number of Options, Granted | 1,135,965 | ||
Number of Options, outstanding, ending balance | 2,640,334 | 2,640,334 | |
Options exercisable, ending balance | 2,640,334 | 2,640,334 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 0.0001 | $ 0.0001 | |
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, ending balance | 0.0001 | 0.0001 | |
Weighted Average Exercise Price, Options exercisable | $ 0.0001 | $ 0.0001 | |
Non-Employees [Member] | |||
Number of Options outstanding, beginning balance | 621,065 | ||
Number of Options, Granted | 521,065 | 603,135 | 621,065 |
Number of Options, Cancelled | (436,349) | ||
Number of Options, outstanding, ending balance | 787,851 | 621,065 | |
Options exercisable, ending balance | 641,913 | ||
Weighted Average Exercise Price outstanding, beginning balance | $ 0.2416 | ||
Weighted Average Exercise Price, Granted | $ 0.0001 | 0.2800 | 0.2416 |
Weighted Average Exercise Price, Cancelled | 0.3870 | ||
Weighted Average Exercise Price, ending balance | 0.1905 | $ 0.2416 | |
Weighted Average Exercise Price, Options exercisable | $ 0.2338 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock-based Compensation Expenses Related to Employee Awards (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation | $ 13,006 | $ 1,257,951 |
Employees, Officers and Directors [Member] | ||
Stock-based compensation | 832,122 | |
Employees, Officers and Directors [Member] | Research and Development Expense [Member] | ||
Stock-based compensation | 103,795 | |
Employees, Officers and Directors [Member] | Marketing, General and Administrative Expenses [Member] | ||
Stock-based compensation | $ 728,327 |
OEM Distribution Agreement (Det
OEM Distribution Agreement (Details Narrative) - USD ($) | Jun. 23, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock purchase consideration | $ 250,000 | ||
Fair value of option | 181,886 | ||
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 | Dec. 31, 2018 | Dec. 31, 2017 |
Income tax reconciliation description | Federal corporate tax rate from 35% to 21%, effective January 1, 2018. | ||
Change in valuation allowance of deferred tax assets | $ 370,175 | $ 169,261 | |
Net operating carry forward | 383,000 | ||
Subsidiaries [Member] | |||
Net operating carry forward | $ 5,504,000 | ||
January 1, 2018 [Member] | |||
Corporate tax rate | 21.00% | ||
Israel Tax [Member] | |||
Corporate tax rate | 23.00% | 24.00% |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Taxes On Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss before taxes on income | $ 2,157,074 | $ 2,858,390 |
Israeli [Member] | ||
Loss before taxes on income | 2,125,364 | 2,536,443 |
Non-Israeli [Member] | ||
Loss before taxes on income | $ 31,710 | $ 321,947 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Tax losses carry forwards | $ 1,346,453 | $ 933,683 |
Research and Development credit carry forwards | 54,908 | 97,503 |
Gross deferred tax assets | 1,401,361 | 1,031,186 |
Valuation allowance | (1,401,361) | (1,031,186) |
Total deferred tax assets |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net loss for the year | $ 2,157,074 | $ 2,858,390 |
Weighted average number of common stock outstanding | 29,313,081 | 22,116,574 |
Weighted average number of fully vested outstanding options with an excessive price of $0.0001 | 3,163,113 | 1,560,000 |
Weighted average number of common stock outstanding - Basic | 32,476,194 | 23,676,574 |
Net loss per common stock: Basic | $ (0.07) | $ (0.12) |
Income resulting from change in fair value of option liability | 132,470 | 143,680 |
Loss for the year loss for diluted loss per share | 2,289,544 | 3,002,070 |
Weighted average number of common stock outstanding - Diluted | 32,607,583 | 23,837,207 |
Net loss per common stock: Diluted | $ (0.07) | $ (0.13) |
Loss Per Share - Schedule of _2
Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Options outstanding exercise price, per share | $ 0.0001 | $ 0.0001 |
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 ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair value, beginning balance | $ 132,470 | |
Initial recognition of option liability (see Note 9) recognized in statement of operations and comprehensive loss | 432,518 | |
Change in fair value recognized in statement of operations and comprehensive loss | (132,470) | (300,048) |
Fair value ending balance | $ 132,470 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating lease expiration date | Nov. 30, 2019 | |
Operating lease extended expiration date | Nov. 30, 2024 | |
Operating lease, description | The Company leases office and warehouse space, under an operating lease, which will expire in November 30, 2019, unless the Company extends it through November 30, 2024 or terminates it with two months’ prior notice. | |
Operating lease payment | $ 23,000 | $ 16,000 |
Non-cancelable Operating Lease Agreement [Member] | ||
Future minimum commitments | $ 19,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 16, 2018 | Feb. 22, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2016 | Dec. 31, 2015 | May 31, 2015 |
Monthly compensation | $ 13,006 | $ 1,257,951 | ||||||
Consulting Agreement [Member] | ||||||||
Number of stock issued during period | 50,000 | |||||||
Consulting Agreement [Member] | Mr. Yossef De-Levy [Member] | ||||||||
Due from related parties | $ 2,900 | |||||||
Consulting Agreement [Member] | Mr. Yossef De-Levy [Member] | New Israeli Shekel [Member] | ||||||||
Due from related parties | $ 10,000 | |||||||
Consulting Agreement [Member] | Zvi Yemini [Member] | ||||||||
Due from related parties | $ 6,200 | |||||||
Consulting Agreement [Member] | Zvi Yemini [Member] | New Israeli Shekel [Member] | ||||||||
Due from related parties | $ 24,000 | |||||||
Consulting Agreement [Member] | Oren Traistman [Member] | ||||||||
Due from related parties | $ 2,900 | |||||||
Consulting Agreement [Member] | Oren Traistman [Member] | New Israeli Shekel [Member] | ||||||||
Due from related parties | $ 10,000 | |||||||
Original Service Agreement [Member] | Zvi Yemini [Member] | ||||||||
Increase in monthly payments, amount | $ 13,000 | |||||||
Original Service Agreement [Member] | Zvi Yemini [Member] | New Israeli Shekel [Member] | ||||||||
Increase in monthly payments, amount | $ 45,000 | |||||||
Subscription Agreement [Member] | Investors [Member] | ||||||||
Number of stock issued during period | 6,027,799 | 1,323,110 | ||||||
Number of stock issued during period, value | $ 1,850,000 | $ 350,000 | ||||||
Warrants to purchase shares of common stock | 2,895,996 | |||||||
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 | |||||||
Service Agreement [Member] | Mr. Biran [Member] | Maximum [Member] | ||||||||
Monthly compensation | 17,900 | |||||||
Service Agreement [Member] | New Israeli Shekel [Member] | Mr. Biran [Member] | ||||||||
Monthly compensation | 52,000 | |||||||
Service Agreement [Member] | New Israeli Shekel [Member] | Mr. Biran [Member] | Automobile Expenses And Other Customary Social Benefits [Member] | ||||||||
Monthly compensation | 5,000 | |||||||
Basic salary | 60,000 | |||||||
Service Agreement [Member] | New Israeli Shekel [Member] | Mr. Biran [Member] | Maximum [Member] | ||||||||
Monthly compensation | 65,000 | |||||||
Service Agreement [Member] | Employees [Member] | Mr. Biran [Member] | ||||||||
Capital raise exceeding | $ 5,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 25, 2019 | Jan. 21, 2019 |
ICB Biotechnology Investments Ltd. [Member] | ||
Number of common stock shares issues | 957,854 | |
Proceeds from initial investment | $ 250,000 | |
Joint Venture Agreement [Member] | China-Israel Biological Technology Co. Ltd. [Member] | ||
Investment in joint venture capital | $ 1,000,000 | |
Percentage of investment in joint venture capital | 60.00% | |
Joint Venture Agreement [Member] | Novomic Ltd. [Member] | ||
Investment in joint venture capital | $ 666,667 | |
Percentage of investment in joint venture capital | 40.00% | |
Minimum percentage of joint venture capital | 20.00% | |
Joint Venture Agreement [Member] | Novomic Ltd. [Member] | Maximum [Member] | ||
Pre-money valuation of joint venture | $ 10,000,000 | |
Subscription Agreement [Member] | ICB Biotechnology Investments Ltd. [Member] | ||
Shares issued, price per share | $ 0.261 | |
Percentage of capital stock, description | ICB will maintain the right to nominate one person to serve as a member of the Board for as long as it holds 2% of the Company's shares of capital stock on a fully-diluted basis. | |
Subscription Agreement [Member] | ICB Biotechnology Investments Ltd. [Member] | Additional Investment [Member] | ||
Number of common stock shares issues | 957,854 | |
Shares issued, price per share | $ 0.6 | |
Investment | $ 250,000 | |
Option to purchase shares of common stock | 833,333 | |
Common stock purchase consideration | $ 1,000,000 | |
Subscription Agreement [Member] | ICB Biotechnology Investments Ltd. [Member] | Maximum [Member] | ||
Number of common stock shares issues | 1,915,708 | |
Initial Closing Agreement [Member] | ICB Biotechnology Investments Ltd. [Member] | ||
Number of common stock shares issues | 957,854 | |
Investment | $ 250,000 |