Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 17, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | TechCare Corp. | |
Entity Central Index Key | 0001498067 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data 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 Common Stock, Shares Outstanding | 35,449,398 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 125,691 | $ 474,715 |
Inventory | 197,578 | 248,912 |
Accounts receivable | 31,615 | 13,462 |
Inventory subject to refund | 3,465 | 44,529 |
Other receivables | 15,360 | 176,583 |
Total current assets | 373,709 | 958,201 |
Non-current assets: | ||
Severance pay fund, net | 18,091 | |
Long-term deposits | 11,746 | 11,366 |
Operating lease right of use asset, net | 107,512 | |
Property and equipment, net | 155,509 | 161,401 |
Total non-current assets | 292,858 | 172,767 |
Total assets | 666,567 | 1,130,968 |
Current liabilities: | ||
Accounts payable and accrued expenses | 163,593 | 231,311 |
Note payable | 80,026 | 80,026 |
Current maturities of long-term operating lease liability | 23,990 | |
Derivative liability | 763 | |
Refund liability | 1,827 | 73,464 |
Total current liabilities | 270,199 | 384,801 |
Non-current liability: | ||
Lease operating liability | 83,522 | |
Liability for severance pay, net | 4,713 | |
Total liabilities | 353,721 | 389,514 |
Redeemable preferred stock: | ||
Redeemable Series A preferred stock, par value $0.0001 per share 12,413,794 shares authorized; 8,275,862 and 0 issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 240,000 | |
Stockholders' equity: | ||
Preferred stock, par value $0.0001 per share, 50,000,000 shares authorized; none issued and outstanding at September 30, 2019 and December 31, 2018, respectively | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 35,449,398 and 33,212,036 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 3,545 | 3,322 |
Accumulated other comprehensive income | 122,180 | 106,870 |
Additional paid-in capital | 9,987,533 | 9,329,419 |
Stock to be issued | 30,000 | 30,000 |
Accumulated deficit | (10,070,412) | (8,728,157) |
Total stockholders' equity | 72,846 | 741,454 |
Total liabilities and stockholders' equity | $ 666,567 | $ 1,130,968 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Redeemable Series A preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable Series A preferred stock, shares authorized | 12,413,794 | 12,413,794 |
Redeemable Series A preferred stock, shares issued | 8,275,862 | 0 |
Redeemable Series A preferred stock, shares outstanding | 8,275,862 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
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 | 35,449,398 | 33,212,036 |
Common stock, shares outstanding | 35,449,398 | 33,212,036 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 35,652 | $ 90,367 | $ 120,849 | $ 188,809 |
Cost of revenues | 32,656 | 71,224 | 150,384 | 128,842 |
Gross profit (loss) | 2,996 | 19,143 | (29,535) | 59,967 |
Research and development expenses | 34,479 | 143,400 | 114,511 | 191,316 |
Marketing, general and administrative expenses | 365,806 | 522,864 | 1,177,133 | 1,489,784 |
Change in fair value of option liability | (6,944) | (6,944) | (132,470) | |
Operating loss | 390,345 | 647,121 | 1,314,235 | 1,488,663 |
Financial expenses (income), net | 15,314 | 9,110 | 28,020 | 26,265 |
Net loss | $ 405,659 | $ 656,231 | $ 1,342,255 | $ 1,514,928 |
Net loss per common stock: | ||||
Basic | $ (0.01) | $ (0.02) | $ (0.04) | $ (0.05) |
Weighted average number of common stock outstanding: | ||||
Basic | 35,449,398 | 32,529,717 | 34,680,182 | 31,709,944 |
Comprehensive loss: | ||||
Net loss | $ 405,659 | $ 656,231 | $ 1,342,255 | $ 1,514,928 |
Other comprehensive loss (income) attributable to foreign currency translation | (5,777) | 8,702 | (15,311) | (7,003) |
Comprehensive loss | $ 399,882 | $ 664,933 | $ 1,326,944 | $ 1,507,925 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock To Be Issued [Member] | Accumulated Deficit [Member] | Accumlated Other Comprehensive Income [Member] | Total |
Beginning Balance at Dec. 31, 2017 | $ 2,584 | $ 6,945,151 | $ 30,000 | $ (6,571,083) | $ 104,777 | $ 511,429 |
Beginning Balance, shares at Dec. 31, 2017 | 25,835,401 | |||||
Issuance of common stock and warrants, net | $ 411 | 1,591,591 | 1,592,002 | |||
Issuance of common stock and warrants, net, shares | 4,113,695 | |||||
Stock-based compensation | 27,544 | 27,544 | ||||
Other comprehensive income | 7,003 | 7,003 | ||||
Funds Received for Shares | 30,000 | 30,000 | ||||
Net loss for the period | (1,514,928) | (1,514,928) | ||||
Ending Balance at Sep. 30, 2018 | $ 2,995 | 8,564,286 | 60,000 | (8,086,011) | 111,780 | 653,050 |
Ending Balance, shares at Sep. 30, 2018 | 29,949,096 | |||||
Beginning Balance at Jun. 30, 2018 | $ 2,816 | 7,863,463 | 72,000 | (7,429,780) | 103,078 | 611,577 |
Beginning Balance, shares at Jun. 30, 2018 | 28,160,982 | |||||
Stock-based compensation | 9,002 | 9,002 | ||||
Other comprehensive income | 8,702 | 8,702 | ||||
Funds Received for Shares | (12,000) | (12,000) | ||||
Funds Received for Shares | $ 179 | 691,821 | 692,000 | |||
Funds Received for Shares, shares | 1,788,114 | |||||
Net loss for the period | (656,231) | (656,231) | ||||
Ending Balance at Sep. 30, 2018 | $ 2,995 | 8,564,286 | 60,000 | (8,086,011) | 111,780 | 653,050 |
Ending Balance, shares at Sep. 30, 2018 | 29,949,096 | |||||
Beginning Balance at Dec. 31, 2018 | $ 3,322 | 9,329,419 | 30,000 | (8,728,157) | 106,870 | 741,454 |
Beginning Balance, shares at Dec. 31, 2018 | 33,212,036 | |||||
Issuance of common stock | $ 223 | 457,232 | 449,748 | |||
Issuance of common stock, shares | 2,237,362 | |||||
Option liability | (7,707) | (7,707) | ||||
Waiver of fee by related party | 199,237 | 199,237 | ||||
Stock-based compensation | 9,352 | 9,352 | ||||
Other comprehensive income | 15,310 | 15,310 | ||||
Net loss for the period | (1,342,255) | (1,342,255) | ||||
Ending Balance at Sep. 30, 2019 | $ 3,545 | 9,987,553 | 30,000 | (10,070,412) | 122,180 | 72,846 |
Ending Balance, shares at Sep. 30, 2019 | 35,449,400 | |||||
Beginning Balance at Jun. 30, 2019 | $ 3,545 | 9,931,207 | 30,000 | (9,664,753) | 116,403 | 416,404 |
Beginning Balance, shares at Jun. 30, 2019 | 35,449,400 | |||||
Option liability | (1,130) | (1,130) | ||||
Waiver of fee by related party | 54,339 | 54,339 | ||||
Stock-based compensation | 3,117 | 3,117 | ||||
Other comprehensive income | 5,777 | 5,777 | ||||
Net loss for the period | (405,659) | (405,659) | ||||
Ending Balance at Sep. 30, 2019 | $ 3,545 | $ 9,987,553 | $ 30,000 | $ (10,070,412) | $ 122,180 | $ 72,846 |
Ending Balance, shares at Sep. 30, 2019 | 35,449,400 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,342,255) | $ (1,514,928) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 21,811 | 17,681 |
Change in fair value of option liability | (6,944) | (132,470) |
Right of use asset depreciation | 11,242 | |
Finance expenses, net | 999 | |
Inventory subject to refund | 43,157 | |
Management fee waiver | 199,237 | |
Stock-based compensation | 9,352 | 27,544 |
Changes in operating assets and liabilities: | ||
Lease liability | (12,241) | |
Accounts receivables | (16,949) | (172,917) |
Other receivables | 169,222 | (137,960) |
Inventory | 68,362 | (120,978) |
Accounts payable and accrued expenses | (82,609) | 151,413 |
Refund liability | (74,994) | 107,088 |
Severance payment, net | (22,791) | (3,129) |
Net cash used in operating activities | (1,035,423) | (1,778,656) |
Cash flow from investing activities: | ||
Purchase of fixed assets | (3,888) | (59,009) |
Long-term deposit | 603 | |
Net cash used in investing activities | (3,285) | (59,009) |
Cash flow from financing activities: | ||
Proceeds from issuance of common stock and warrants, net | 698,585 | 1,592,000 |
Proceeds from stock to be issued | 30,000 | |
Net cash provided by financing activities | 698,585 | 1,622,000 |
Effect of exchange rates on cash and cash equivalents | (8,901) | 10,342 |
Net decrease in cash and cash equivalents | (349,024) | (205,323) |
Cash and cash equivalents - beginning of period | 474,715 | 589,818 |
Cash and cash equivalents - end of period | $ 125,691 | $ 384,495 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 September 30, 2019, the Company had a total comprehensive loss of $1.3 million and had incurred $1 million loss from operating cash flow. As of September 30, 2019, the Company incurred accumulated losses of approximately $10 million. Based on the projected cash flows and Company’s cash balance as of September 30, 2019, the Company’s management is of the opinion that without further fundraising 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 and exploring strategic alternatives to enhance stockholder value, which may include future acquisitions, a merger with another company, a potential sale of certain assets, including Novomic, or the sale of the Company as a public shell company. 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 nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the period or for future years. The consolidated balance sheet as of December 31, 2018 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 September 30, 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. Preferred stock subject to possible redemption The Company’s Series A convertible preferred stock includes certain redemption rights that are not considered to be solely within the Company’s control. The Company accounted for its contingently redeemable preferred stock in accordance with Accounting Standard Codification Topic 480, “Distinguishing Liabilities from Equity, and classified them accordingly as temporary equity (mezzanine equity).” The Series A convertible preferred stock are presented at their redemption value, outside of stockholders’ equity. The Company classified the call options that permits the holder of Series A convertible preferred stock to compel the purchase its contingently redeemable preferred stock as a liability. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 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 an 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 standard’s 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 did not have a material impact on the Company’s consolidated statements of income and consolidated statements of cash flows. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 3: 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 September 30, 2019, amounted to approximately $0.5 million. Carryforward Tax Losses of Novomic amounted to approximately $6.8 million. A full valuation allowance was created against these carry forward tax losses since the realization of any future benefit from these net operating losses cannot be sufficiently assured at September 30, 2019. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 4: 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 shares of common stock in issue during the period. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 5: 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 Issuance of a derivative liability 7,707 - Change in fair value recognized in statement of operations and comprehensive loss (6,944 ) (132,470 ) Fair value as of September 30 $ 763 - |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6: 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 December 31, 2019. The Company recorded the expense against equity. 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 December 31, 2019. The Company recorded the expense against equity. 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 December 31, 2019. The Company recorded the expense against equity. 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. In April 2019 the consulting agreement was terminated, The Company recorded the expense against equity. e. On April 28, 2019, the Company entered into a form of Securities Purchase Agreement with each of Y.M.Y. Industry Ltd. (“YMY”), Traistman Radziejewski Fundacja Ltd. (“TRF”) 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. The option was classified as a derivative financial liability and are re-measured each reporting date, with changes in fair value recognized in finance expense (income), net, since the exercise price of the warrants is denominated in USD and the functional currency of the Company is the NIS. f. On August 20, 2019, the Company entered into an additional form of securities purchase agreement with YMY and TRF, relating to an offering of an aggregate of 8,275,862 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $240,000. In addition, the Company granted YMY and TRF an option, for a period of twelve months, to purchase an additional 400,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $240,000. The closing of the offering took place on August 29, 2019. Proceeds from issuance were allocated on a relative fair value basis between the preferred stock and the freestanding call option issued to purchase the Company’s preferred stock. The option was classified as a derivative financial liability and are re-measured each reporting date, with changes in fair value recognized in finance expense (income), net, since the exercise price of the warrants is denominated in USD and the functional currency of the Company is the NIS. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7: SUBSEQUENT EVENTS On October 6, 2019, Mrs. Osnat Philipp, the Chief Executive Officer of Novomic, and the Company jointly agreed to terminate her employment agreement. Mrs. Philipp continued providing her services to Novomic as required under Israeli law until October 30, 2019.. Mrs. Philipp’s resignation was not as a result of any disagreement or dispute with either the Company or Novomic. On October 22, 2019, Mrs. Tali Dinar, the Chief Financial Officer of the Company, and the Company, jointly agreed to extend Mr. Dinar terminate notice period. Mrs. Dinar will continue to provide her services to the Company as required under Israeli law until December 22, 2019, unless otherwise agreed to by Mrs. Dinar and the Company. On October 23, 2019, Novomic appointed Idan Traitsman to serve as the Chief Executive Officer of Novomic, effective immediately. In connection with Mr. Traitsman’s appointment, the Company agreed to pay Mr. Traitsman a monthly salary of NIS 10,000 (approximately $2,800) plus VAT. On November 17, 2019, the Company entered into a form of securities purchase agreement with YMY and TRF, relating to an offering of an aggregate of 3,000,000 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $87,000. In addition, the Company granted YMY and TRF an option, for a period of twelve months, to purchase up to an additional 145,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $87,000. The option was classified as a derivative financial liability and are re-measured each reporting date, with changes in fair value recognized in finance expense (income), net, since the exercise price of the warrants is denominated in USD and the functional currency of the Company is the NIS. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the period or for future years. The consolidated balance sheet as of December 31, 2018 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 September 30, 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. |
Preferred Stock Subject to Possible Redemption | Preferred stock subject to possible redemption The Company’s Series A convertible preferred stock includes certain redemption rights that are not considered to be solely within the Company’s control. The Company accounted for its contingently redeemable preferred stock in accordance with Accounting Standard Codification Topic 480, “Distinguishing Liabilities from Equity, and classified them accordingly as temporary equity (mezzanine equity).” The Series A convertible preferred stock are presented at their redemption value, outside of stockholders’ equity. The Company classified the call options that permits the holder of Series A convertible preferred stock to compel the purchase its contingently redeemable preferred stock as a liability. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 Issuance of a derivative liability 7,707 - Change in fair value recognized in statement of operations and comprehensive loss (6,944 ) (132,470 ) Fair value as of September 30 $ 763 - |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||
Comprehensive loss | $ 399,882 | $ 664,933 | $ 1,326,944 | $ 1,507,925 | |
Net cash used in operating activities | (1,035,423) | (1,778,656) | |||
Accumulated losses | $ (10,070,412) | (10,070,412) | $ (8,728,157) | ||
Impairment of long-lived assets |
New Accounting Pronouncements (
New Accounting Pronouncements (Details Narrative) - USD ($) | Sep. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right use of assets | $ 107,512 | ||
ASU 2016-02 [Member] | Operating Leases of Real Estate and Vehicles [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right use of assets | $ 113,000 | ||
Lease liabilities | $ 113,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Sep. 30, 2019USD ($) |
Net operating carry forward | $ 500,000 |
Novomic Ltd [Member] | |
Net operating carry forward | $ 6,800,000 |
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 ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair value, beginning balance | $ 132,470 | |
Issuance of a derivative liability | 7,707 | |
Change in fair value recognized in statement of operations and comprehensive loss | (6,944) | (132,470) |
Fair value ending balance | $ 763 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Aug. 20, 2019USD ($)$ / sharesshares | Apr. 28, 2019USD ($)$ / sharesshares | 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] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | $ 2,900 | ||||||||||
Consulting Agreement [Member] | Mr. Yossef De-Levy [Member] | NIS [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | ₪ | ₪ 10,000 | ||||||||||
Consulting Agreement [Member] | Zvi Yemini [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | $ 6,200 | ||||||||||
Consulting Agreement [Member] | Zvi Yemini [Member] | NIS [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | ₪ | ₪ 24,000 | ||||||||||
Consulting Agreement [Member] | Oren Traistman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | $ 2,900 | ||||||||||
Consulting Agreement [Member] | Oren Traistman [Member] | NIS [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | ₪ | ₪ 10,000 | ||||||||||
Consulting Agreement [Member] | Ran Tuttnauer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | $ 2,000 | ||||||||||
Original Service Agreement [Member] | Zvi Yemini [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Increase in monthly payments, amount | $ 13,000 | ||||||||||
Original Service Agreement [Member] | Zvi Yemini [Member] | NIS [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Increase in monthly payments, amount | ₪ | ₪ 45,000 | ||||||||||
Securities Purchase Agreement [Member] | Y.M.Y. Industry Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 1,229,508 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||
Securities Purchase Agreement [Member] | Y.M.Y. Industry Ltd [Member] | Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 375,001 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||
Securities Purchase Agreement [Member] | Traistman Radziejewski Fundacja Ltd. [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 1,229,508 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||
Securities Purchase Agreement [Member] | Traistman Radziejewski Fundacja Ltd. [Member] | Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 375,001 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||
Securities Purchase Agreement [Member] | Microdel Ltd. [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 1,229,508 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||
Securities Purchase Agreement [Member] | Microdel Ltd. [Member] | Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 375,001 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||
Securities Purchase Agreement [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 8,275,862 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.029 | ||||||||||
Proceeds from issuance of common stock | $ 240,000 | ||||||||||
Securities Purchase Agreement [Member] | Option for Period of Twelve Months [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option to purchase shares of common stock | shares | 400,000 | ||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||
Proceeds from issuance of common stock | $ 240,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 17, 2019USD ($)$ / sharesshares | Oct. 23, 2019USD ($) | Oct. 23, 2019ILS (₪) | Aug. 20, 2019USD ($)$ / sharesshares |
Securities Purchase Agreement [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Option to purchase shares of common stock | shares | 8,275,862 | |||
Shares issued, price per share | $ / shares | $ 0.029 | |||
Proceeds from issuance of common stock | $ 240,000 | |||
Option for Period of Twelve Months [Member] | Securities Purchase Agreement [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Option to purchase shares of common stock | shares | 400,000 | |||
Shares issued, price per share | $ / shares | $ 0.60 | |||
Proceeds from issuance of common stock | $ 240,000 | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Option to purchase shares of common stock | shares | 3,000,000 | |||
Shares issued, price per share | $ / shares | $ 0.029 | |||
Proceeds from issuance of common stock | $ 87,000 | |||
Subsequent Event [Member] | Option for Period of Twelve Months [Member] | Securities Purchase Agreement [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Option to purchase shares of common stock | shares | 145,000 | |||
Shares issued, price per share | $ / shares | $ 0.60 | |||
Proceeds from issuance of common stock | $ 87,000 | |||
Subsequent Event [Member] | Mr Traitsman [Member] | ||||
Subsequent Event [Line Items] | ||||
Base salary | $ 2,800 | |||
Subsequent Event [Member] | Mr Traitsman [Member] | NIS [Member] | ||||
Subsequent Event [Line Items] | ||||
Base salary | ₪ | ₪ 10,000 |