Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | TechCare Corp. | |
Entity Central Index Key | 0001498067 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 34,169,890 | |
Trading Symbol | TECR | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 370,700 | $ 474,715 |
Inventory | 224,262 | 248,912 |
Accounts receivable | 34,640 | 13,462 |
Inventory subject to refund | 33,378 | 44,529 |
Other receivables | 60,681 | 176,583 |
Total current assets | 723,661 | 958,201 |
Non-current assets: | ||
Severance pay fund | 33,942 | 27,258 |
Long-term deposits | 18,573 | 11,366 |
Right of use asset, net | 113,851 | |
Property and equipment, net | 163,121 | 161,401 |
Total non-current assets | 329,487 | 200,025 |
Total assets | 1,053,148 | 1,158,226 |
Current liabilities: | ||
Accounts payable and accrued expenses | 187,225 | 231,311 |
Note payable | 80,026 | 80,026 |
Current maturities of long-term lease liability | 22,031 | |
Refund liability | 48,067 | 73,464 |
Total current liabilities | 337,349 | 384,801 |
Non-current liability: | ||
Lease liability | 91,820 | |
Liability for severance pay | 31,134 | 31,971 |
Total liabilities | 460,303 | 416,772 |
Stockholders' equity: | ||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized; none issued and outstanding at March 31, 2019 and 2018 | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 34,169,890 and 33,212,036 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 3,417 | 3,322 |
Accumulated other comprehensive income | 111,685 | 106,870 |
Additional paid-in capital | 9,654,727 | 9,329,419 |
Stock to be issued | 30,000 | 30,000 |
Accumulated deficit | (9,206,984) | (8,728,157) |
Total stockholders' equity | 592,845 | 741,454 |
Total liabilities and stockholders' equity | $ 1,053,148 | $ 1,158,226 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 34,169,890 | 33,212,036 |
Common stock, shares outstanding | 34,169,890 | 33,212,036 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 58,171 | $ 26,722 |
Cost of revenues | 54,388 | 9,710 |
Gross profit | 3,783 | 17,012 |
Research and development expenses | 40,807 | 31,095 |
Marketing, general and administrative expenses | 435,211 | 464,341 |
Change in fair value of option liability | (132,470) | |
Operating loss | 472,235 | 345,954 |
Financial expenses, net | 6,592 | 17,581 |
Net loss | $ 478,827 | $ 363,535 |
Net loss per common stock: | ||
Basic | $ (0.01) | $ (0.01) |
Weighted average number of common stock outstanding: | ||
Basic | 36,496,768 | 31,136,952 |
Comprehensive loss: | ||
Net loss | $ 478,827 | $ 363,535 |
Other comprehensive income attributable to foreign currency translation | (4,815) | (8,792) |
Comprehensive loss | $ 474,012 | $ 354,743 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (478,827) | $ (363,535) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,177 | 5,439 |
Change in fair value of option liability | (132,470) | |
Right of use asset depreciation | 130 | |
Lease liability | (130) | |
Inventory subject to refund | 12,573 | |
Refund liability | (27,743) | |
Stock-based compensation | 3,120 | |
Management fee waiver | 89,833 | |
Changes in operating assets and liabilities: | ||
Other receivables | 100,795 | 43,004 |
Inventory | 32,599 | (132,967) |
Accounts payable and accrued expenses | (51,474) | 38,528 |
Severance payment, net | (7,672) | 508 |
Net cash used in operating activities | (319,619) | (541,493) |
Cash flow from investing activities: | ||
Purchase of fixed assets | (3,742) | (1,397) |
Investment in long-term deposit | (6,844) | |
Net cash used in investing activities | (10,586) | (1,397) |
Cash flow from financing activities: | ||
Proceeds from issuance of common stock, net | 232,450 | 900,000 |
Net cash provided by financing activities | 232,450 | 900,000 |
Effect of exchange rates on cash and cash equivalents | (6,260) | 6,670 |
Net increase in cash and cash equivalents | (104,015) | 363,780 |
Cash and cash equivalents - beginning of period | 474,715 | 589,818 |
Cash and cash equivalents - end of period | $ 370,700 | $ 953,598 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 period ended March 31, 2019, the Company had a total comprehensive loss of $0.47 million and had incurred $0.3 million loss from operating cash flow. As of March 31, 2019, the Company incurred accumulated losses of approximately $9.2 million. Based on the projected cash flows and Company’s cash balance as of March 31, 2019, 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. Following the balance sheet date, the Company raised an additional $225,000 in capital. 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 The accounting policies adopted are consistent with those of the previous financial year. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”), for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year or for other interim periods or for future years. The consolidated balance sheet as of December 31, 2017 is derived from audited financial statements as of that date; however, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 28, 2019. Principles of Consolidation The accompanying consolidated financial statements include the accounts of TechCare, and its subsidiary, Novomic. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. 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. 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 periods ended March 2019 and 2018, 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Adopted in Current Period In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02 “Leases.” The guidance establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The guidance became effective on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The adoption of this standard did not have a material effect on the Company’s financial statements. The Company adopted the new accounting standard Accounting Standards Codification 842 “Leases,” and all the related amendments, on January 1, 2019 and used the effective date as the Company’s date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The adoption of this standard did not have a material effect on the Company’s financial statements. On January 1, 2019, the Company recognized ROU assets of approximately $113 thousand and lease liabilities of approximately $113 thousand for its operating leases of real estate and vehicles. The adoption of this standard does not have a material impact on the Company’s consolidated statements of income and consolidated statements of cash flows. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 3: STOCKHOLDERS’ EQUITY On March 13, 2019, we issued and sold to ICB Biotechnology Investments Ltd. (“ICB”) 957,854 of common stock at a price per share of $0.261, for aggregate consideration of $250,000. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 4: INCOME TAXES a. Basis of taxation The Company and its subsidiary are taxed under the domestic tax laws of the jurisdiction of incorporation of each entity (United States and Israel). b. Carryforward Tax Losses Carryforward Tax Losses of the Company as of March 31, 2019 amounted to approximately $0.39 million. Carryforward Tax Losses of Novomic amounted to approximately $6 million. A full valuation allowance was created against these carry forward tax losses since the realization of any future benefit from these net operating losses cannot be sufficiently assured at March 31, 2019. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 5: LOSS PER SHARE Loss per share is based on the loss that is attributed to the aggregate number of outstanding shares of common stock, divided by the weighted average number of common stock in issue during the period. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 6: 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: 2019 2018 US dollar US dollar Fair value as of January 1 $ - 132,470 Change in fair value recognized in statement of operations and comprehensive loss - (132,470 ) Fair value as of March 31 $ - - |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7: 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 and April 2019, the Company entered into amendments to the consulting agreement, pursuant to which the monthly retainer was waived commencing on November 15, 2018 through August 31, 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 and April 2019, the Company entered into amendments to the consulting agreement, pursuant to which the monthly retainer was waived commencing on November 15, 2018 through August 31, 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 and April 2019, the Company entered into an amendment to the consulting agreement, pursuant to which the monthly retainer was waived commencing on November 15, 2018 through August 31, 2019. d. On December 31, 2017, the Company entered into a consulting agreement with Mr. Ran Tuttnauer, a member of the advisory Board. Pursuant to the consulting agreement, Mr. Tuttnauer receives a gross monthly amount of $2,000. In March 2019 and April 2019, the Company entered into an amendment to the consulting agreement, pursuant to which the monthly retainer was waived commencing on November 15, 2018 through August 31, 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8: SUBSEQUENT EVENTS In April 2019, the Company purchased 100 ordinary shares of Novomic, its wholly owned subsidiary, for aggregate consideration of NIS 8,093,543 (approximately $2,250,000). On April 28, 2019, the Company entered into a form of Securities Purchase Agreement (the “Securities Purchase Agreement”) with each of Y.M.Y. Industry Ltd., Traistman Radziejewski Fundacja Ltd. and Microdel Ltd. relating to an offering of an aggregate of 1,229,508 shares of the Company’s common stock at a purchase price of $0.183 per share for aggregate gross proceeds of approximately $225,000. In addition, the Company granted the investors an option, for a period of twelve months, to purchase up to an additional 375,001 shares of common stock at a price per share of $0.60, for additional aggregate consideration of $225,000. The closing of the offering took place on April 29, 2019. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”), for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year or for other interim periods or for future years. The consolidated balance sheet as of December 31, 2017 is derived from audited financial statements as of that date; however, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 28, 2019. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of TechCare, and its subsidiary, Novomic. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
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. |
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 periods ended March 2019 and 2018, 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. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: 2019 2018 US dollar US dollar Fair value as of January 1 $ - 132,470 Change in fair value recognized in statement of operations and comprehensive loss - (132,470 ) Fair value as of March 31 $ - - |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Comprehensive loss | $ 474,012 | $ 354,743 | |
Net cash used in operating activities | (319,619) | (541,493) | |
Accumulated losses | (9,206,984) | $ (8,728,157) | |
Raised in additional paid-in capital | 225,000 | ||
Impairment of long-lived assets |
New Accounting Pronouncements (
New Accounting Pronouncements (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Right use of assets | $ 113,851 | |
Operating Leases of Real Estate and Vehicles [Member] | ||
Right use of assets | 113,000 | |
Lease liabilities | $ 113,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - ICB Biotechnology Investments Ltd. [Member] | Mar. 13, 2019USD ($)$ / sharesshares |
Number of common stock issued for consideration, shares | shares | 957,854 |
Shares issued price per share | $ / shares | $ 0.261 |
Number of common stock issued for consideration, amount | $ | $ 250,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Mar. 31, 2019USD ($) |
Net operating carry forward | $ 390,000 |
Novomic Ltd [Member] | |
Net operating carry forward | $ 6,000,000 |
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 ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair value, beginning balance | $ 132,470 | |
Change in fair value recognized in statement of operations and comprehensive loss | (132,470) | |
Fair value ending balance |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Feb. 22, 2017USD ($) | Feb. 22, 2017ILS (₪) | Dec. 31, 2017USD ($) | Jul. 31, 2016USD ($) | Jul. 31, 2016ILS (₪) | Dec. 31, 2015USD ($) | Dec. 31, 2015ILS (₪) | May 31, 2015USD ($) | May 31, 2015ILS (₪) |
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 | ||||||||
Consulting Agreement [Member] | Ran Tuttnauer [Member] | |||||||||
Due from related parties | $ 2,000 | ||||||||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 28, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($) | Apr. 30, 2019ILS (₪) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Proceeds form issuance of common stock | $ | $ 232,450 | $ 900,000 | |||
Subsequent Event [Member] | Novomic Ltd [Member] | |||||
Common stock purchase consideration | $ | $ 100 | ||||
Number of common stock issued for consideration, amount | $ | $ 2,250,000 | ||||
Subsequent Event [Member] | Novomic Ltd [Member] | New Israeli Shekel [Member] | |||||
Number of common stock issued for consideration, amount | ₪ | ₪ 8,093,543 | ||||
Subsequent Event [Member] | Y.M.Y. Industry Ltd [Member] | Securities Purchase Agreement [Member] | |||||
Option to purchase shares of common stock | 1,229,508 | ||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||
Proceeds form issuance of common stock | $ | $ 225,000 | ||||
Subsequent Event [Member] | Y.M.Y. Industry Ltd [Member] | Securities Purchase Agreement [Member] | Investors [Member] | |||||
Option to purchase shares of common stock | 375,001 | ||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||
Number of common stock issued for consideration, shares | 225,000 | ||||
Subsequent Event [Member] | Traistman Radziejewski Fundacja Ltd. [Member] | Securities Purchase Agreement [Member] | |||||
Option to purchase shares of common stock | 1,229,508 | ||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||
Proceeds form issuance of common stock | $ | $ 225,000 | ||||
Subsequent Event [Member] | Traistman Radziejewski Fundacja Ltd. [Member] | Securities Purchase Agreement [Member] | Investors [Member] | |||||
Option to purchase shares of common stock | 375,001 | ||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||
Number of common stock issued for consideration, shares | 225,000 | ||||
Subsequent Event [Member] | Microdel Ltd. [Member] | Securities Purchase Agreement [Member] | |||||
Option to purchase shares of common stock | 1,229,508 | ||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||
Proceeds form issuance of common stock | $ | $ 225,000 | ||||
Subsequent Event [Member] | Microdel Ltd. [Member] | Securities Purchase Agreement [Member] | Investors [Member] | |||||
Option to purchase shares of common stock | 375,001 | ||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||
Number of common stock issued for consideration, shares | 225,000 |