Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Aug. 31, 2018 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Trading Symbol | odt | |
Entity Registrant Name | ONLINE DISRUPTIVE TECHNOLOGIES, INC. | |
Entity Central Index Key | 1,498,380 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 120,578,912 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and Cash Equivalents | $ 335,127 | $ 232,247 |
Prepaid Expenses | 5,743 | 7,247 |
VAT Receivable | 8,349 | 16,160 |
Total Current Assets | 349,219 | 255,654 |
Restricted Cash | 22,963 | 23,091 |
Fixed Assets | 35,171 | 47,135 |
Total Assets | 407,353 | 325,880 |
Current Liabilities | ||
Accounts Payable | 767,641 | 705,693 |
Accrued Liabilities | 177,100 | 154,796 |
Total Current Liabilities | 944,741 | 860,489 |
Convertible Debentures | 1,196,699 | 1,071,172 |
Convertible Loan | 384,978 | 0 |
Total Liabilities | 2,526,418 | 1,931,661 |
DEFICIT | ||
Authorized: 20,000,000 Preferred Shares, par value $0.001 500,000,000 Common Shares, par value $0.001 Issued and outstanding: Nil Preferred Shares 119,163,408 Common Shares (December 31, 2017: 119,163,408 Common Shares) | 119,164 | 119,164 |
Additional Paid-in Capital | 10,533,688 | 10,451,520 |
Accumulated Other Comprehensive Loss | (74,233) | (74,233) |
Deficit | (12,603,465) | (12,046,656) |
Deficit Attributable to Shareholders of the Company | (2,024,846) | (1,550,205) |
Non-Controlling Interests | (94,219) | (55,576) |
Total Deficit | (2,119,065) | (1,605,781) |
Total Liabilities and Deficit | $ 407,353 | $ 325,880 |
Interim Consolidated Balance S3
Interim Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 119,163,408 | 119,163,408 | 119,163,408 |
Common Stock, Shares, Outstanding | 119,163,408 | 119,163,408 | 114,180,828 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
General and Administrative Expenses | ||
Accounting Fees | $ 7,500 | $ 7,500 |
Audit & Tax Fees | 14,564 | 33,982 |
Bank Fees | 136 | 263 |
Consulting Fees | 112,152 | 91,652 |
Filing and Transfer Agent Fees | 90 | 2,273 |
Insurance Expense | 13,217 | 9,167 |
Legal Fees | 3,665 | 11,132 |
Office and Miscellaneous Expense | 2,970 | 8,350 |
Payroll Expense | 9,382 | 8,702 |
Rent Expense | 984 | 1,217 |
Research and Development Expense | 266,822 | 243,981 |
Travel Expenses | 3,667 | 2,130 |
Total General and Administrative Expenses | 435,149 | 420,349 |
Other Expense | ||
Fair value through profit and loss on loan | 34,978 | 0 |
Interest Accretion | 122,745 | 64,098 |
Interest Expense | 56 | 55 |
Foreign Currency Loss | 2,524 | 1,269 |
Net Loss and Comprehensive Loss for the period | (595,452) | (485,771) |
Other Comprehensive Income | ||
Comprehensive (Loss) for the period | (595,452) | (485,771) |
Net Loss Attributable to: | ||
Common Stockholders | (595,452) | (485,771) |
Net loss for the period | (595,452) | (485,771) |
Net Comprehensive Loss Attributable to: | ||
Common Stockholders | (556,809) | (447,794) |
Non-Controlling Interests | (38,643) | (37,977) |
Comprehensive Income (Loss) for the year | $ (595,452) | $ (485,771) |
Basic and Diluted Net Loss per Common Share | $ 0 | $ 0 |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 118,009,579 | 114,180,828 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flow from Operating Activities | ||
Net loss for the period | $ (595,452) | $ (485,771) |
Adjustment for items not involving cash: | ||
Stock-based compensation | 74,023 | 41,645 |
Foreign exchange gain/loss | 2,524 | 1,269 |
Fair value through profit and loss on loan | 34,978 | 0 |
Depreciation - fixed assets | 11,803 | 3,354 |
Debt settlement for Consulting Services | 0 | 0 |
Interest accretion | 122,745 | 64,098 |
Changes in non-cash working capital items: | ||
Decrease(increase) in VAT receivable | 7,788 | (891) |
Decrease in prepaid expense | 1,487 | 0 |
Increase in accounts payable and accrued liabilities | 85,760 | 52,453 |
Net cash used in operating activities | (254,344) | (323,843) |
Cash flow from financing activities | ||
Common shares issued, net of issuance costs | 0 | 180,000 |
Share subscription received | 8,145 | 0 |
Convertible loan | 350,000 | 0 |
Net cash provided by financing activities | 358,145 | 180,000 |
Cash flow from investing activities | ||
Cash utilized in purchase of assets | 0 | 0 |
Cash restricted for office lease and bank | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Effects of exchange rate changes on cash and cash equivalents | (921) | (52) |
Net decrease in cash and cash equivalents | 102,880 | (143,895) |
Cash and cash equivalents, beginning of period | 232,247 | 452,376 |
Cash and cash equivalents, end of period | 335,127 | 308,481 |
Supplementary Information | ||
Interest Paid | 0 | 0 |
Income Taxes Paid | $ 0 | $ 0 |
Nature of Operations and Going
Nature of Operations and Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Nature of Operations and Going Concern [Text Block] | Note 1 - Nature of Operations and Going Concern Online Disruptive Technologies, Inc. (“ODT” or the “Company”) was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company was in the business of operating websites with advertising revenue platforms. However, as described below, the Company changed its primary business focus to the development and commercialization of a biotechnology platform. The Company has limited operations that has had no revenues from inception to date. The Company has a December 31 year-end. Effective March 24, 2010, the Company acquired 100% of the issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc. (“RS” or “RelationshipScoreboard.com”), a company incorporated on November 16, 2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the Company’s common stock. Upon the completion of the acquisition, the former sole shareholder of RS held 89% of the Company’s issued and outstanding common stock. As a result, the transaction was accounted for as a reverse takeover transaction (“RTO”) for accounting purpose, as RS was deemed to be the acquirer, and these consolidated financial statements are a continuation of the financial statements of RS. On January 28, 2013, RelationshipScoreboard.com was closed and dissolved. The Company sold the website assets for $10 to an arm’s length individual and wrote off all supplier payables in the amount of $430. On April 23, 2012, the Company established an Israeli subsidiary named Savicell Diagnostic Ltd. (“Savicell”) with the intention of exploring business ventures in the biotechnology sector. On July 25, 2012, Savicell entered into a definitive licensing agreement with a division of the Tel Aviv University for the purpose of developing and commercializing a new technology relative to the early detection of various forms of disease. With the consummation of this transaction, the Company is now entirely focused on its biotechnology efforts. These consolidated financial statements have been prepared with the ongoing assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit balance of $595,522 as at March 31, 2018 (working capital balance December 2017 – $604,835) and an accumulated deficit of $12,603,465. Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The operations of the Company have primarily been funded by the sale of common shares and loans received. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or to generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company. Failure to obtain the ongoing support of its equity financings and creditors may make the going concern basis of accounting inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These consolidation financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Significant Accounting Policies [Text Block] | Note 2 - Significant Accounting Policies a) Basis of Presentation These consolidated financial statements have been prepared for interim financial reporting in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), and are expressed in United States dollars, unless otherwise noted. All adjustments considered necessary for a fair presentation of financial position as at March 31, 2018, and results of operations and cash flows for the three months ended March 31, 2018 have been included. The results of operations for the period ended March 31, 2018 are not necessarily indicative of the operating results for the full year. The interim financial statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in our 2017 Annual Report on Form 10-K. b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its 86.65% (December 31, 2017 - 86.65%) interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation. c) Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments, valuation allowances for deferred tax assets, effective interest rate for convertible debentures, and determination of useful lives of fixed assets. d) Foreign Currency Translation The Company’s functional currency is the U.S. dollar. Transactions in other currencies are recorded in U.S. dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations. The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Not only monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive loss. e) Cash and Cash Equivalents Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of March 31, 2018 and December 31, 2017. f) Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized as expense in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. Share-based payments issued to non-employees are recorded at their fair values at each reporting date, as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis. g) Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized. Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2017, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense. h) Comprehensive Income (Loss) The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss. i) Earnings (Loss) Per Share Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period. Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the quarter ended March 31, 2018 and 2017 because the inclusion of such underlying shares would have had an anti-dilutive effect. j) Financial Instruments and Fair Value of Financial Instruments Fair Value of Financial Instruments – the Company adopted SFAS ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. As at March 31, 2018, the fair value of cash and cash equivalents was measured using Level 1 inputs, and the fair value of convertible debentures was measured using Level 2 inputs. The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and convertible debentures. The recorded values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The Company believes the recorded values of convertible debentures, net of the discount, approximate the fair value as the interest rate (stated or effective) approximates market rates for similar types of instruments. k) Research and Development Expenses In the quarter ended March 31, 2018, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows: Three months ended Three months ended March 31, 2018 March 31, 2017 Research and Development Expenses $ $ Consulting fees 9,458 24,818 Legal fees 717 6,709 Office and Miscellaneous Expense 5,204 3,801 Payroll expense 154,098 124,835 R&D materials and supplies 14,463 31,217 Rent 8,859 10,956 Share-based compensation 74,023 41,645 Total 266,822 243,981 Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015. l) Fixed Assets The depreciation rates applicable to each category of fixed assets are as follows: Class of Properties Depreciation Rate Furniture and Fixtures 15 -year; straight-line basis Computer Equipment 3 to 4 -year; straight-line basis Lab Equipment 3 to 15 -year; straight-line basis m) Convertible Debentures Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method. n) Modifications to Debt The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method. o) Recently Adopted Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements. p) Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update will provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. ASU 2016-18 will be effective for use for fiscal years beginning after December 15, 2017, with early adoption permitted. Entities are required to use a modified retrospective transition method for restricted cash. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company 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. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2018 | |
Fixed Assets [Text Block] | Note 3 – Fixed Assets As of March 31, 2018, the fixed assets balance on the consolidated financial statement consist of the following: Furniture and Cost: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 3,496 $ 26,489 $ 44,432 $ 74,417 Exchange difference 375 2,836 4,759 7,970 December 31, 2017 $ 3,871 $ 29,325 $ 49,191 $ 82,387 Exchange difference (21 ) (162 ) (273 ) (456 ) March 31, 2018 $ 3,850 $ 29,163 $ 48,918 $ 81,931 Furniture and Depreciation: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 405 $ 10,645 $ 7,923 $ 18,973 Additions 424 7,446 5,887 13,757 Exchange difference 58 1,406 1,058 2,522 December 31, 2017 $ 887 $ 19,497 $ 14,868 $ 35,252 Additions 441 5,248 6,114 11,803 Exchange difference (9 ) (152 ) (134 ) (295 ) March 31, 2018 $ 1,319 $ 24,593 $ 20,848 $ 46,760 Furniture and Net Book Value: Fixtures Computer Equipment Lab Equipment Total December 31, 2017 $ 2,984 $ 9,828 $ 34,323 $ 47,135 March 31, 2018 $ 2,531 $ 4,570 $ 28,070 $ 35,171 The Company recorded depreciation in R&D materials and supplies in Research and Development expenses as disclosed in Note 2 k). |
License and Research Funding Ag
License and Research Funding Agreement | 3 Months Ended |
Mar. 31, 2018 | |
License and Research Funding Agreement [Text Block] | Note 4 – License and Research Funding Agreement On July 25, 2012, the Company’s subsidiary Savicell entered into a License and Research Funding Agreement (“R&D Agreement”) with Ramot at Tel Aviv University (“Ramot”) pursuant to which: In the course of research performed at Tel-Aviv University (" TAU Savicell wishes to fund further research at TAU relating to such technology; and Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement. Pursuant to the above noted R&D Agreement, Savicell funded research expenditures amounting to a total of $1,600,000 (paid in prior years). In addition, Savicell agreed to issue to Ramot warrants (the “Warrants”) to purchase a number of ordinary shares of Savicell which shall together comprise 15% of issued shares of Savicell on an as-converted, fully diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The fair value of the Warrant Shares has been estimated for a total of $2,998,682 which has been included in research and development costs in 2012. As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding. Upon successful development and commercialization of the technology, and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to (a) royalties based on the worldwide sales related to the technology; and (b) minimum annual royalties with respect to any calendar year following the first commercial sales as follows. The minimum annual royalties are subject to increases for each successive year. During the quarter ended March 31, 2018, Savicell incurred research and development expenses of $266,822 (March 2017 - $243,891) which were included in the consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Text Block] | Note 5 – Related Party Transactions The Company completed the following related party transactions: During the quarter ended March 31, 2018, the Company incurred consulting fees and salaries of $140,785 (for the quarter ended March 31, 2017 - $118,777) payable to its directors and officers, recorded in consulting fees and research and development expense. The Company incurred consulting fees payable to a company controlled by a former director/officer of $27,000 (for the quarter ended March 31, 2017 - $27,000), recorded in consulting fees. As at March 31, 2018, included in accounts payable and accrued liabilities are amounts of $129,214 (December 31, 2017 – $102,214) that was payable to a company controlled by a former director/officer of the Company and $558,995 (December 31, 2017 – $426,648) that was payable to current officers or directors of the Company. As at March 31, 2018, included in convertible debentures are amounts of $1,193,917 (December 31, 2017 - $1,071,172) that was entered into with two directors, one consultant, and one key management personnel of the Company (Note 6). |
Convertible debentures
Convertible debentures | 3 Months Ended |
Mar. 31, 2018 | |
Convertible debentures [Text Block] | Note 6 – Convertible debentures On April 15, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.055 over a seven year term. On December 31, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $188,085 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven year term. On December 31, 2016, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $172,895 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven-year term. The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible loan issued on April 15, 2015 does contain beneficial conversion features. The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 77%. Total debt discount accumulated amortization as at March 31, 2018 was $828,402 (December 31, 2017 – $705,657). December 31, 2017 Additions March 31, 2018 Giora Davidovits $ 510,416 - $ 510,416 Eyal Davidovits 243,825 - 243,825 Irit Arbel 225,822 - 225,822 Robbie Manis 233,334 - 233,334 Total $ 1,213,397 - $ 1,213,397 December 31, 2017 Additions March 31, 2018 Convertible debentures $ 1,213,397 - $ 1,213,397 Convertible discount (852,418 ) - (852,418 ) Net convertible debentures 360,979 - 360,979 Interest accretion 705,657 122,745 828,402 Exchange difference 4,536 2,782 7,318 Balance $ 1,071,172 $ 125,527 $ 1,196,699 |
Convertible Loan
Convertible Loan | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Loan [Text Block] | Note 7 – Convertible Loan On March 8, 2018, the Company issued one convertible loan in the face amount of $350,000 to two current shareholders. The convertible loan matures after two years and bears interest at a rate of 10% per annum. The convertible loan may be converted common shares of the Company at the earlier of (a) fifteen days after the maturity date and (b) the date the Company raises gross proceeds of $5,000,000 through private placements or files a registration statement with the Securities and Exchange Commission in the United States. The conversion price is $0.20 per share or such lesser price that the Company may issue additional shares to third parties, and, on conversion or repayment of the convertible loan, the Company will issue warrants in a number that is equal to the amount of the Loan divided by the Conversion price, exercisable at the Funding Price. The convertible loan contains multiple embedded derivatives and accordingly the Company has elected to use the fair value option to measure the entire hybrid instrument at fair value at each reporting period, with changes in fair value recognized in profit and loss. The fair value of the loan at March 31, 2018 has been determined to be $384,978. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Text Block] | Note 8 – Equity Common Shares The Company has authorized 500,000,000 common shares at par value of $0.001 per share. As at January 31, 2016, three shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,756,619 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $281,059. On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 2,198,819 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $351,811. On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,742 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $50,999. On April 18, 2016, the Company issued 625,000 common shares at $0.20 per share for total proceeds of $125,000. On April 21, 2016, two shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 824,992 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $131,999. On April 22, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,749 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $50,999. On June 6, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,115,625 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $178,500. On June 14, 2016, the Company issued 2,500,000 common shares at $0.20 per share for total proceeds of $500,000. On July 5, 2016, stock options previously granted by the Company were exercised resulting in the issuance of 50,000 common shares at $0.01 per share for total proceeds of $500. On July 7, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 839,375 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $134,300. On September 1, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 4,653,732 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $744,597. On April 3, 2017, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 288,830 common shares at $0.16 per share. Total book value of the issued common shares is $46,213. On April 3, 2017, the Company issued 1,693,750 units at $0.20 per unit for total proceeds of $338,750. Each unit comprises one share and one warrant to purchase a further share at a price of $0.20. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until April 3, 2019. $158,750 was received in December 2016. On May 4, 2017, the Company issued an aggregate of 1,250,000 common shares at a price of $0.20 per share for gross proceeds of $250,000. On August 3, 2017, the Company issued an aggregate of 600,000 common shares at a price of $0.20 per share for gross proceeds of $120,000. On September 21, 2017, an employee exercised 150,000 options and accordingly received 150,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $1,500. On December 27, 2017, the Company issued an aggregate of 1,000,000 common shares at a price of $0.20 per share for gross proceeds of $200,000. For the quarter ended March 31, 2018, one consultant exercised 481,179 options at an exercise price of $0.01 per share for aggregate consideration of $4,812. The shares were subsequently issued in April 2018. One employee exercised 16,667 options at an exercise price of $0.20 per share for aggregate consideration of $3,333. The shares have not yet been issued. As at March 31, 2018, the Company has 119,163,408 common shares (December 31, 2017 – 119,163,408) issued and outstanding. Warrants A summary of warrants as at March 31, 2018 and December 31, 2017 is as follows: Warrant Outstanding Weighted Average Number of warrant Exercise Price Balance, December 31, 2017 1,693,750 $ 0.20 Issued - 0.20 Balance, March 31, 2018 1,693,750 $0.20 Number Exercise Expiry Remaining Outstanding Price Date Life 1,693,750 $0.20 April 3, 2019 1.25 Preferred Shares The Company has authorized 20,000,000 preferred shares at a par value of $0.001 per share. No preferred shares have been issued by the Company and accordingly none are outstanding. Stock Options In August 2015 the Company granted a total of 1,730,000 stock options to four advisors of the Company. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six-seven years. One third of the options will vest at end of each completed year for which the consultant provides the services. The options were valued based on the Black Scholes model. For quarter ended March 31, 2018, the Company recorded stock based compensation of $5,691 (2017: $36,184) for such options. On September 1, 2015 the Company granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. As of June 30, 2017, one of these employees is no longer with the Company and as such 75,000 options has expired. The options were valued based on the Black Scholes model. As of March 31, 2018, the Company has fully recorded the stock based compensation for such options. On November 22, 2015 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of November 22, 2016, November 22, 2017 and November 22, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For quarter ended March 31, 2018, the Company recorded stock based compensation of $212 (2017: $2,038) for such options. On December 1, 2015 the Company granted a total of 125,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of December 1, 2016, December 1, 2017 and December 1, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For quarter ended March 31, 2018, the Company recorded stock based compensation of $534 (2017: $5,144) for such options. On December 6, 2015 the Company granted a total of 100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of December 6, 2016, December 6, 2017 and December 6, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For quarter ended March 31, 2018, the Company recorded stock based compensation of $439 (2017: 4,267) for such options. On February 15, 2016 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. During the quarter ended March 31, 2018, 16,667 options were exercised at $0.20 per share resulting in total proceeds of $3,333. The remainder options 33,333 were cancelled and no stock based compensation was recorded for the quarter. On March 7, 2016 the Company granted a total of 75,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For year quarter ended March 31, 2018, the Company recorded stock based compensation of $405 (2017: $2,744) for such options. On May 5, 2016 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the quarter ended March 31, 2018 the Company recorded stock based compensation of $650 (2017: $7,216) for such options. On June 6, 2016 the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the quarter ended March 31, 2018, the Company recorded stock based compensation of $13,132 (2017: $22,870) for such options. On November 1, 2016, the Company granted a total of 360,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One half of the options will vest immediately and one-half shall vest on the on the first anniversary date of grant provided the grantee remains a board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. As of December 31, 2017, the Company has fully recorded the stock based compensation for such options. On May 31, 2017, the Company granted a total of 875,000 stock options to six employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely May 31, 2018, May 31, 2019 and May 31, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the quarter ended March 31, 2018, the Company recorded stock based compensation of $18,203 (2017: $43,283) for such options. On July 2, 2017, the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on the date of grant, namely July 2, 2018, July 2, 2019 and July 2, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the quarter ended March 31, 2018, the Company recorded stock based compensation of $3,100 (2017: $6,269) for such options. On July 12, 2017, the Company granted a total of 260,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. 50,000 options vested on grant date. Off the remaining 210,000, one third of the options will vest on the date of grant, namely July 12, 2018, July 12, 2019 and July 12, 2020 provided the employee remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the quarter ended March 31, 2018, the Company recorded stock based compensation of $5,235 (2017: $18,818) for such options. On February 13, 2018, the Company granted a total of 231,250 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised over five years. The options were valued based on the Black Scholes model. For the quarter ended March 31, 2018, the Company recorded stock based compensation of $26,422 for such options. The fair value of each option grant is calculated using the following assumptions: 2018 2017 Expected life – year 5 7 - 10 Interest rate 2.56% 1.60 - 2.40% Volatility 66.42% 73.01 - 90.69% Dividend yield - -% - -% Forfeiture rate - -% - -% Number of Options Weighted Expire date Average Exercise Price Balance, December 31, 2015 15,960,896 $ 0.04 Granted, on February 15, 2016 50,000 0.20 February 15, 2023 Granted, on March 7, 2016 75,000 0.20 March 7, 2023 Granted, on May 5, 2016 150,000 0.20 May 5, 2026 Granted, on June 6, 2016 800,000 0.20 June 6, 2021 Exercised, on July 7, 2016 (50,000 ) 0.01 Granted, on November 1, 2016 360,000 0.20 October 31, 2023 Balance, December 31, 2016 17,345,896 $ 0.05 Granted, on May 31, 2017 875,000 0.20 May 31, 2024 Expired, July 1, 2017 (75,000 ) 0.20 July 1, 2017 Granted, on July 2, 2017 150,000 0.20 July 2, 2024 Granted, on July 12 th 260,000 0.20 July 12, 2027 Exercised, on September 25, 2017 (150,000 ) 0.01 September 25, 2017 Balance, December 31, 2017 18,405,896 $ 0.04 Granted, on February 13, 2018 231,250 0.20 February 13, 2023 Exercised, on January 28, 2018 (16,667 ) 0.20 Cancelled, on January 28 2018 (33,333 ) 0.20 Exercised, on March 20, 2018 (481,179 ) 0.001 Balance, March 31, 2018 18,105,967 $ 0.06 Outstanding March 31, 2018 Exercisable as at March 31, 2018 Weighted Weighted Weighted Average Weighted Average Average Remaining Average Remaining Exercise Number of Exercise Contractual Number of Exercise Contractual Price Options Price Life (years) Options Price Life (years) $ 0.01 9,750,000 $ 0.01 4.67 9,750,000 $ 0.01 4.42 0.01 800,000 0.01 0.64 800,000 0.01 0.39 0.01 1,924,717 0.01 2.87 1,924,717 0.01 2.62 0.01 500,000 0.01 1.00 500,000 0.01 0.76 0.20 150,000 0.20 3.34 150,000 0.20 3.10 0.20 120,000 0.20 3.65 80,000 0.20 4.41 0.20 1,610,000 0.20 4.60 1,073,334 0.20 4.36 0.20 75,000 0.20 4.67 75,000 0.20 4.42 0.20 50,000 0.20 4.90 33,334 0.20 4.65 0.20 125,000 0.20 4.92 83,334 0.20 4.67 0.20 100,000 0.20 4.93 66,666 0.20 4.69 0.20 75,000 0.20 5.18 50,000 0.20 4.94 0.20 150,000 0.20 8.35 70,000 0.20 8.10 0.20 800,000 0.20 3.43 226,667 0.20 3.19 0.20 360,000 0.20 5.84 360,000 0.20 5.59 0.20 875,000 0.20 6.42 - - 6.17 0.20 150,000 0.20 6.51 - - 2.26 0.20 260,000 0.20 9.53 50,000 0.20 2.28 0.20 231,250 0.20 9.53 231,250 0.20 4.88 18,105,967 $ 0.06 4.10 15,524,302 $ 0.04 3.90 Non-Controlling Interests The Company’s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “Initial Closing”), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non-related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000 ; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing. As at December 31, 2012, Savicell had issued a total of 684 shares at $1,698.97 per share representing approximately 5.11% of the fully diluted common equity of Savicell for aggregate proceeds of $1,162,192. During the year ended December 31, 2013, Savicell issued a total of 760 shares at $1,700 per share representing approximately 5.68% of the fully diluted common equity of Savicell for aggregate proceeds of $1,292,000. During the year ended December 31, 2014, Savicell issued a total of 183 shares at $1,699 per share representing approximately 1.37% of the fully diluted common equity of Savicell for aggregate proceeds of $310,977. During the year ended December 31, 2015, Savicell issued a total of 417 shares at $1,700 per share to third parties for aggregate proceeds of $709,087. As at December 31, 2015, Savicell also issued 516 shares at $1,700 to ODT, which of $532,084 has not been received as at December 31, 2015. In addition, Savicell investors exchanged 588 Savicell shares for 6,248,672 of ODT common shares with ODT receiving the Savicell shares so exchanged. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 77.00%, 12.6% and 10.4% respectively (December 31, 2014- 74.67%, 13.18% and 12.15%) . During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.72% and 2.15%, respectively (December 31, 2015- 77%, 12.6% and 10.4%) . As a result, ODT’s shareholding increased, which increased the additional paid-in capital during the year. During the year ended December 31, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2017, Savicell received $658,711 from ODT and issued 387 shares to ODT in return. As at December 31, 2017, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.42% and 1.93%, respectively (December 31, 2016 - 86.13%, 11.72% and 2.15%). As at March 31, 2018, The Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.42% and 1.93%, respectively (December 31, 2017 - 86.65%, 11.42% and 1.93%) . Savicell’s Common Shares Number Amount of Shares Balance, December 31, 2015 14,012 $ 3,819,454 Shares issued to settle inter-company debts 1,051 1,786,656 Balance, December 31, 2016 15,063 5,606,110 Shares issued to settle inter-company debts 387 658,711 Balance, March 31, 2018 and December 31, 2017 15,450 6,264,821 As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Loss Per Share [Text Block] | Note 9 – Loss per Share Certain stock options whose terms and conditions are described in Note 8, “Stock Options” could potentially dilute basic and dilute loss per share in the future, but were not included in the computation of diluted loss per share because to do so would have been anti-dilutive. Those anti-dilutive options are as follows. March 31, 2018 December 31, 2017 Anti-dilutive options 18,587,146 18,405,896 |
Commitments And Guarantees
Commitments And Guarantees | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Guarantees [Text Block] | Note 10 – Commitments and Guarantees The Company was not a guarantor to any parties as at March 31, 2018. 1. On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Giora Davidovits options to purchase 3,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors. 2. On October 30, 2012, ODT and Savicell signed an employment agreement with Eyal Davidovits, its chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of $120,180 (NIS 432,000), together with other fringe benefits including those related to the use of an automobile, health insurance, contributions to government run retirement programs and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Eyal Davidovits options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors. 3. On July 20, 2015, the Company signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. The monthly lease expense is $3,372 (NIS 12,121). Future minimum lease commitment under the operating lease agreement is approximately $23,604 (NIS 84,847). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $14,404 (NIS 50,000) to secure its payments under the lease agreement. The Company pledged a bank deposit which is used as a bank guarantee at an amount of $9,837 (NIS 30,146) to secure its compliance with obligations. The minimum future payments for the above commitments are as follows: Consulting fee and Year Salaries Office rent Total 2018 $ 370,180 $ 23,604 $ 393,784 2019 370,180 - 370,180 2020 370,180 - 370,180 2021 370,180 - 370,180 2022 246,787 - 246,787 Total $ 1,727,507 $ 23,604 $ 1,751,111 |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2018 | |
Geographic Information [Text Block] | Note 11 – Geographic Information The Company’s head office is located in the United States (“US”). The operations of the Company are primarily in two geographic areas: the US and Israel. A summary of geographical information for the Company’s net loss is as follows: Three Months Ended March 31, Net Loss 2018 2017 US $ 305,907 $ 211,965 Israel 289,545 273,806 Consolidated $ 595,452 $ 485,771 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Text Block] | Note 12 – Subsequent Events 1. In May and June of 2018, the Company issued convertible debentures in the aggregate amount of $187,000 to four individual lenders. The debentures are interest bearing and have a term to maturity of two years. The debentures are convertible into common shares of the Company at the lower of $0.20 per share and the price of a future financing initiative. Moreover, warrants will be granted to the debentureholders upon the earlier of repayment of the debentures of conversion thereof. 2. On June 22, 2018, the Company granted a total of 14,400,000 stock options to its directors, officers and employees. The options are exercisable at the exercise price of US$0.20 per share until June 22, 2025 and have various vesting provisions. In addition, on July 18, 2018, the Company granted a total of 360,000 stock options to an advisor. Such options are exercisable at a per share price of US$0.20 for a period of 10 years subject to vesting provisions. 3. On July 30, 2018 the Company issued a total of 117,660 common shares to a consultant at a deemed price of $0.20 per share pursuant to a consulting agreement for the provision of services throughout out the 2018 fiscal year. 4. On August 24, 2018 the Company issued 16,665 common shares to a former employee who had exercised her vested stock options upon the termination of her employment. The shares were issued at the exercise price of $0.20 per share. 5. On August 24, 2018 the Company issued 800,000 common shares to a consultant who had exercised his vested options. The shares were issued at the exercise price of $0.01 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation [Policy Text Block] | a) Basis of Presentation These consolidated financial statements have been prepared for interim financial reporting in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), and are expressed in United States dollars, unless otherwise noted. All adjustments considered necessary for a fair presentation of financial position as at March 31, 2018, and results of operations and cash flows for the three months ended March 31, 2018 have been included. The results of operations for the period ended March 31, 2018 are not necessarily indicative of the operating results for the full year. The interim financial statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in our 2017 Annual Report on Form 10-K. |
Principles of Consolidation [Policy Text Block] | b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its 86.65% (December 31, 2017 - 86.65%) interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates [Policy Text Block] | c) Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments, valuation allowances for deferred tax assets, effective interest rate for convertible debentures, and determination of useful lives of fixed assets. |
Foreign Currency Translation [Policy Text Block] | d) Foreign Currency Translation The Company’s functional currency is the U.S. dollar. Transactions in other currencies are recorded in U.S. dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations. The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Not only monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive loss. |
Cash and Cash Equivalents [Policy Text Block] | e) Cash and Cash Equivalents Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of March 31, 2018 and December 31, 2017. |
Stock-based Compensation [Policy Text Block] | f) Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized as expense in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. Share-based payments issued to non-employees are recorded at their fair values at each reporting date, as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis. |
Income Taxes [Policy Text Block] | g) Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized. Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2017, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense. |
Comprehensive Income (Loss) [Policy Text Block] | h) Comprehensive Income (Loss) The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss. |
Earnings (Loss) Per Share [Policy Text Block] | i) Earnings (Loss) Per Share Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period. Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the quarter ended March 31, 2018 and 2017 because the inclusion of such underlying shares would have had an anti-dilutive effect. |
Financial Instruments and Fair Value of Financial Instruments [Policy Text Block] | j) Financial Instruments and Fair Value of Financial Instruments Fair Value of Financial Instruments – the Company adopted SFAS ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. As at March 31, 2018, the fair value of cash and cash equivalents was measured using Level 1 inputs, and the fair value of convertible debentures was measured using Level 2 inputs. The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and convertible debentures. The recorded values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The Company believes the recorded values of convertible debentures, net of the discount, approximate the fair value as the interest rate (stated or effective) approximates market rates for similar types of instruments. |
Research and Development Expenses [Policy Text Block] | k) Research and Development Expenses In the quarter ended March 31, 2018, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows: Three months ended Three months ended March 31, 2018 March 31, 2017 Research and Development Expenses $ $ Consulting fees 9,458 24,818 Legal fees 717 6,709 Office and Miscellaneous Expense 5,204 3,801 Payroll expense 154,098 124,835 R&D materials and supplies 14,463 31,217 Rent 8,859 10,956 Share-based compensation 74,023 41,645 Total 266,822 243,981 Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015. |
Fixed Assets [Policy Text Block] | l) Fixed Assets The depreciation rates applicable to each category of fixed assets are as follows: Class of Properties Depreciation Rate Furniture and Fixtures 15 -year; straight-line basis Computer Equipment 3 to 4 -year; straight-line basis Lab Equipment 3 to 15 -year; straight-line basis |
Convertible Debentures [Policy Text Block] | m) Convertible Debentures Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method. |
Modifications to Debt [Policy Text Block] | n) Modifications to Debt The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method. |
Recently Adopted Accounting Pronouncements [Policy Text Block] | o) Recently Adopted Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Pronouncements [Policy Text Block] | p) Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update will provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. ASU 2016-18 will be effective for use for fiscal years beginning after December 15, 2017, with early adoption permitted. Entities are required to use a modified retrospective transition method for restricted cash. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company 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. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any. |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Research and Development Costs [Table Text Block] | Three months ended Three months ended March 31, 2018 March 31, 2017 Research and Development Expenses $ $ Consulting fees 9,458 24,818 Legal fees 717 6,709 Office and Miscellaneous Expense 5,204 3,801 Payroll expense 154,098 124,835 R&D materials and supplies 14,463 31,217 Rent 8,859 10,956 Share-based compensation 74,023 41,645 Total 266,822 243,981 |
Schedule of Properties Estimated Useful life [Table Text Block] | Class of Properties Depreciation Rate Furniture and Fixtures 15 -year; straight-line basis Computer Equipment 3 to 4 -year; straight-line basis Lab Equipment 3 to 15 -year; straight-line basis |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Property, Plant and Equipment [Table Text Block] | Furniture and Cost: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 3,496 $ 26,489 $ 44,432 $ 74,417 Exchange difference 375 2,836 4,759 7,970 December 31, 2017 $ 3,871 $ 29,325 $ 49,191 $ 82,387 Exchange difference (21 ) (162 ) (273 ) (456 ) March 31, 2018 $ 3,850 $ 29,163 $ 48,918 $ 81,931 Furniture and Depreciation: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 405 $ 10,645 $ 7,923 $ 18,973 Additions 424 7,446 5,887 13,757 Exchange difference 58 1,406 1,058 2,522 December 31, 2017 $ 887 $ 19,497 $ 14,868 $ 35,252 Additions 441 5,248 6,114 11,803 Exchange difference (9 ) (152 ) (134 ) (295 ) March 31, 2018 $ 1,319 $ 24,593 $ 20,848 $ 46,760 Furniture and Net Book Value: Fixtures Computer Equipment Lab Equipment Total December 31, 2017 $ 2,984 $ 9,828 $ 34,323 $ 47,135 March 31, 2018 $ 2,531 $ 4,570 $ 28,070 $ 35,171 |
Convertible debentures (Tables)
Convertible debentures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Debt [Table Text Block] | December 31, 2017 Additions March 31, 2018 Giora Davidovits $ 510,416 - $ 510,416 Eyal Davidovits 243,825 - 243,825 Irit Arbel 225,822 - 225,822 Robbie Manis 233,334 - 233,334 Total $ 1,213,397 - $ 1,213,397 |
Schedule of Convertible Debt [Table Text Block] | December 31, 2017 Additions March 31, 2018 Convertible debentures $ 1,213,397 - $ 1,213,397 Convertible discount (852,418 ) - (852,418 ) Net convertible debentures 360,979 - 360,979 Interest accretion 705,657 122,745 828,402 Exchange difference 4,536 2,782 7,318 Balance $ 1,071,172 $ 125,527 $ 1,196,699 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity [Table Text Block] | Warrant Outstanding Weighted Average Number of warrant Exercise Price Balance, December 31, 2017 1,693,750 $ 0.20 Issued - 0.20 Balance, March 31, 2018 1,693,750 $0.20 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number Exercise Expiry Remaining Outstanding Price Date Life 1,693,750 $0.20 April 3, 2019 1.25 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2018 2017 Expected life – year 5 7 - 10 Interest rate 2.56% 1.60 - 2.40% Volatility 66.42% 73.01 - 90.69% Dividend yield - -% - -% Forfeiture rate - -% - -% |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Options Weighted Expire date Average Exercise Price Balance, December 31, 2015 15,960,896 $ 0.04 Granted, on February 15, 2016 50,000 0.20 February 15, 2023 Granted, on March 7, 2016 75,000 0.20 March 7, 2023 Granted, on May 5, 2016 150,000 0.20 May 5, 2026 Granted, on June 6, 2016 800,000 0.20 June 6, 2021 Exercised, on July 7, 2016 (50,000 ) 0.01 Granted, on November 1, 2016 360,000 0.20 October 31, 2023 Balance, December 31, 2016 17,345,896 $ 0.05 Granted, on May 31, 2017 875,000 0.20 May 31, 2024 Expired, July 1, 2017 (75,000 ) 0.20 July 1, 2017 Granted, on July 2, 2017 150,000 0.20 July 2, 2024 Granted, on July 12 th 260,000 0.20 July 12, 2027 Exercised, on September 25, 2017 (150,000 ) 0.01 September 25, 2017 Balance, December 31, 2017 18,405,896 $ 0.04 Granted, on February 13, 2018 231,250 0.20 February 13, 2023 Exercised, on January 28, 2018 (16,667 ) 0.20 Cancelled, on January 28 2018 (33,333 ) 0.20 Exercised, on March 20, 2018 (481,179 ) 0.001 Balance, March 31, 2018 18,105,967 $ 0.06 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Outstanding March 31, 2018 Exercisable as at March 31, 2018 Weighted Weighted Weighted Average Weighted Average Average Remaining Average Remaining Exercise Number of Exercise Contractual Number of Exercise Contractual Price Options Price Life (years) Options Price Life (years) $ 0.01 9,750,000 $ 0.01 4.67 9,750,000 $ 0.01 4.42 0.01 800,000 0.01 0.64 800,000 0.01 0.39 0.01 1,924,717 0.01 2.87 1,924,717 0.01 2.62 0.01 500,000 0.01 1.00 500,000 0.01 0.76 0.20 150,000 0.20 3.34 150,000 0.20 3.10 0.20 120,000 0.20 3.65 80,000 0.20 4.41 0.20 1,610,000 0.20 4.60 1,073,334 0.20 4.36 0.20 75,000 0.20 4.67 75,000 0.20 4.42 0.20 50,000 0.20 4.90 33,334 0.20 4.65 0.20 125,000 0.20 4.92 83,334 0.20 4.67 0.20 100,000 0.20 4.93 66,666 0.20 4.69 0.20 75,000 0.20 5.18 50,000 0.20 4.94 0.20 150,000 0.20 8.35 70,000 0.20 8.10 0.20 800,000 0.20 3.43 226,667 0.20 3.19 0.20 360,000 0.20 5.84 360,000 0.20 5.59 0.20 875,000 0.20 6.42 - - 6.17 0.20 150,000 0.20 6.51 - - 2.26 0.20 260,000 0.20 9.53 50,000 0.20 2.28 0.20 231,250 0.20 9.53 231,250 0.20 4.88 18,105,967 $ 0.06 4.10 15,524,302 $ 0.04 3.90 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | Number Amount of Shares Balance, December 31, 2015 14,012 $ 3,819,454 Shares issued to settle inter-company debts 1,051 1,786,656 Balance, December 31, 2016 15,063 5,606,110 Shares issued to settle inter-company debts 387 658,711 Balance, March 31, 2018 and December 31, 2017 15,450 6,264,821 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | March 31, 2018 December 31, 2017 Anti-dilutive options 18,587,146 18,405,896 |
Commitments And Guarantees (Tab
Commitments And Guarantees (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Consulting fee and Year Salaries Office rent Total 2018 $ 370,180 $ 23,604 $ 393,784 2019 370,180 - 370,180 2020 370,180 - 370,180 2021 370,180 - 370,180 2022 246,787 - 246,787 Total $ 1,727,507 $ 23,604 $ 1,751,111 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Net Income/Loss by Geographic Area [Table Text Block] | Three Months Ended March 31, Net Loss 2018 2017 US $ 305,907 $ 211,965 Israel 289,545 273,806 Consolidated $ 595,452 $ 485,771 |
Nature of Operations and Goin26
Nature of Operations and Going Concern (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Ownership percentage of a shareholder | 89.00% | |
Proceeds from disposal of website assets | $ 10 | |
Suppliers payables writeoff | 430 | |
Working capital deficit | 595,522 | $ 604,835 |
Accumulated deficit | $ 12,603,465 | $ 12,046,656 |
RelationshipScoreboard.com Entertainment Inc [Member] | ||
Equity Method Investment, Ownership Percentage | 100.00% | |
Stock Issued During Period, Shares, Acquisitions | 16,000,000 |
Significant Accounting Polici27
Significant Accounting Policies (Narrative) (Details) | Mar. 31, 2018 | Dec. 31, 2017 |
Savicell Diagnostic Ltd [Member] | ||
Equity Method Investment, Ownership Percentage | 86.65% | 86.65% |
License and Research Funding 28
License and Research Funding Agreement (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jul. 25, 2012 | Mar. 31, 2018 | Mar. 31, 2017 | |
Research and Development Expense | $ 266,822 | $ 243,981 | |
Savicell Diagnostic Ltd [Member] | |||
Payments to Acquire in Process Research and Development | $ 1,600,000 | ||
Warrants issued, percentage of interest | 15.00% | ||
Class of Warrant or Right, Grants in Period, Net of Forfeitures | 1,765 | ||
Warrants Issued During Period, Value | $ 2,998,682 | ||
Warrants Issued During Period, Value per Warrant | $ 1,698.97 | ||
Research and Development Expense | $ 266,822 | $ 243,891 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Convertible Debentures | $ 1,196,699 | $ 1,071,172 | |
Directors and officers [Member] | |||
Related Party Transaction, Amounts of Transaction | 140,785 | $ 118,777 | |
Accounts Payable and Accrued Liabilities | 558,995 | 426,648 | |
A company controlled by a former director/officer [Member] | |||
Related Party Transaction, Amounts of Transaction | 27,000 | $ 27,000 | |
Accounts Payable and Accrued Liabilities | 129,214 | 102,214 | |
Two directors, one consultant, and one key management personnel [Member] | |||
Convertible Debentures | $ 1,193,917 | $ 1,071,172 |
Convertible debentures (Narrati
Convertible debentures (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Apr. 15, 2015 | Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Conversion, Converted Instrument, Amount | $ 172,895 | $ 188,085 | $ 852,418 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.20 | $ 0.20 | $ 0.055 | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 852,418 | ||||
Amortization of debt discount, effective interest rate | 77 | ||||
Debt Instrument, Amortized Discount | $ 828,402 | $ 705,657 |
Convertible Loan (Narrative) (D
Convertible Loan (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Convertible Debt | $ 350,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Proceeds from Issuance of Private Placement | $ 5,000,000 |
Debt Conversion, Converted Instrument, Rate | 0.20% |
Debt Instrument, Fair Value Disclosure | $ 384,978 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) | Aug. 03, 2017 | Jul. 12, 2017 | Jul. 02, 2017 | May 04, 2017 | Apr. 03, 2017 | Jul. 07, 2016 | Jul. 05, 2016 | Jun. 14, 2016 | Jun. 06, 2016 | May 05, 2016 | Mar. 07, 2016 | Dec. 06, 2015 | Feb. 13, 2018 | Dec. 27, 2017 | Sep. 25, 2017 | Sep. 21, 2017 | Jun. 30, 2017 | May 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Apr. 22, 2016 | Apr. 21, 2016 | Apr. 18, 2016 | Mar. 31, 2016 | Feb. 15, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Nov. 22, 2015 | Sep. 30, 2015 | Aug. 31, 2015 | Oct. 30, 2012 | Jul. 25, 2012 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 288,830 | 839,375 | 1,115,625 | 4,653,732 | 318,749 | 824,992 | 1,756,619 | ||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.16 | ||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share relative to share pricing during a financing | 80.00% | 80.00% | 80.00% | 80.00% | 80.00% | 80.00% | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 46,213 | $ 134,300 | $ 178,500 | $ 744,597 | $ 50,999 | $ 131,999 | $ 281,059 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 600,000 | 1,250,000 | 2,500,000 | 1,000,000 | 625,000 | ||||||||||||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 120,000 | $ 250,000 | $ 500,000 | $ 200,000 | $ 125,000 | $ 0 | $ 180,000 | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 50,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 500 | $ 1,500 | |||||||||||||||||||||||||||||||||||||||
Units Issued During Period, Units | 1,693,750 | ||||||||||||||||||||||||||||||||||||||||
Units Issued During Period, Per Unit Amount | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from units issued | $ 338,750 | $ 158,750 | |||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Grants in Period, Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 119,163,408 | 119,163,408 | 119,163,408 | 119,163,408 | |||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 114,180,828 | 119,163,408 | 119,163,408 | 114,180,828 | |||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation | $ 74,023 | $ 41,645 | |||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 33,333 | ||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 481,179 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 4,812 | ||||||||||||||||||||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 16,667 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 3,333 | ||||||||||||||||||||||||||||||||||||||||
Savicell investors [Member] | |||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Grants in Period, Net of Forfeitures | 1,765 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued, percentage of interest | 15.00% | ||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 86.65% | 86.65% | |||||||||||||||||||||||||||||||||||||||
Warrants Issued During Period, Value per Warrant | $ 1,698.97 | ||||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 592 | 417 | 183 | 760 | |||||||||||||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 1,700 | $ 1,698.97 | $ 1,700 | $ 1,699 | $ 1,700 | $ 1,698.97 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,005,795 | $ 709,087 | $ 310,977 | $ 1,292,000 | $ 1,162,192 | ||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 684 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Grants in Period, Net of Forfeitures | 1,765 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued, percentage of interest | 15.00% | ||||||||||||||||||||||||||||||||||||||||
Common Stock, Conversion Basis | The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000 ; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing. | ||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 86.65% | 86.65% | |||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 4.79% | 1.37% | 5.68% | 5.11% | |||||||||||||||||||||||||||||||||||||
Shares of subdiary held | 1,051 | 516 | 387 | 1,051 | 516 | ||||||||||||||||||||||||||||||||||||
Value of shares of subsidiary not yet received | $ 532,084 | ||||||||||||||||||||||||||||||||||||||||
Shares received in share exhange | 27 | 1,132 | 588 | ||||||||||||||||||||||||||||||||||||||
Shares issued in share exchange | 288,830 | 12,026,654 | 6,248,672 | ||||||||||||||||||||||||||||||||||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 658,711 | $ 1,786,656 | |||||||||||||||||||||||||||||||||||||||
Warrants Issued During Period, Value per Warrant | $ 1,698.97 | ||||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Share Exchange 1 [Member] | |||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 74.67% | ||||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Share Exchange 2 [Member] | |||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 86.65% | 86.65% | |||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Share Exchange 3 [Member] | |||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 86.13% | 86.65% | 86.13% | ||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Savicell investors [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 1.93% | 1.93% | |||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Savicell investors [Member] | Share Exchange 1 [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.40% | 10.40% | 12.15% | ||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Savicell investors [Member] | Share Exchange 2 [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.15% | 10.40% | 2.15% | 10.40% | |||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Savicell investors [Member] | Share Exchange 3 [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.15% | 1.93% | 2.15% | ||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Warrant holder [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.42% | 11.42% | |||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Warrant holder [Member] | Share Exchange 1 [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 12.60% | 12.60% | 13.18% | ||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Warrant holder [Member] | Share Exchange 2 [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.72% | 12.60% | 11.72% | 12.60% | |||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | Warrant holder [Member] | Share Exchange 3 [Member] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.72% | 11.42% | 11.72% | ||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | The Company [Member] | Share Exchange 1 [Member] | |||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 77.00% | 77.00% | |||||||||||||||||||||||||||||||||||||||
Savicells Common Shares [Member] | The Company [Member] | Share Exchange 2 [Member] | |||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 77.00% | 77.00% | |||||||||||||||||||||||||||||||||||||||
Conversion on March 31, 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,198,819 | ||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.16 | ||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share relative to share pricing during a financing | 80.00% | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 351,811 | ||||||||||||||||||||||||||||||||||||||||
Conversion on March 31, 2016 - 2 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 318,742 | ||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.16 | ||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share relative to share pricing during a financing | 80.00% | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 50,999 | ||||||||||||||||||||||||||||||||||||||||
Granted on May 4, 2014 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 16,667 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Stock Options Exercised | $ 3,333 | ||||||||||||||||||||||||||||||||||||||||
Granted in August 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,730,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | $ 5,691 | $ 36,184 | |||||||||||||||||||||||||||||||||||||||
Granted on September 1, 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 75,000 | ||||||||||||||||||||||||||||||||||||||||
Granted, on November 22, 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 212 | 2,038 | |||||||||||||||||||||||||||||||||||||||
Granted, on December 1, 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 125,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 534 | 5,144 | |||||||||||||||||||||||||||||||||||||||
Granted, on December 6, 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 100,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 439 | 4,267 | |||||||||||||||||||||||||||||||||||||||
Granted, on February 15, 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Granted, on March 7, 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 75,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 405 | 2,744 | |||||||||||||||||||||||||||||||||||||||
Granted, on May 5, 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 650 | $ 7,216 | |||||||||||||||||||||||||||||||||||||||
Granted, on June 6, 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 800,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | $ 13,132 | 22,870 | |||||||||||||||||||||||||||||||||||||||
Terms for vesting of options | 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. | ||||||||||||||||||||||||||||||||||||||||
Granted, on November 1, 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 360,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Granted, on May 31, 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 875,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 18,203 | 43,283 | |||||||||||||||||||||||||||||||||||||||
Granted, on July 2, 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 3,100 | 6,269 | |||||||||||||||||||||||||||||||||||||||
Granted, on July 12th, 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 260,000 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | 5,235 | $ 18,818 | |||||||||||||||||||||||||||||||||||||||
Terms for vesting of options | One third of the options will vest on the date of grant, namely July 2, 2018, July 2, 2019 and July 2, 2020 provided the employee remains an employee of the Company or its subsidiaries. | ||||||||||||||||||||||||||||||||||||||||
Granted, on February 13, 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 231,250 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | $ 26,422 |
Commitments And Guarantees (Nar
Commitments And Guarantees (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018ILS (₪) | Mar. 31, 2018ILS (₪)shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 18,105,967 | 18,105,967 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.06 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 1 month 6 days | 4 years 1 month 6 days | |
Operating Leases, Future Minimum Payments Due | $ | $ 1,751,111 | ||
Office rent | |||
Lessee, Operating Lease, Renewal Term | 2 years | 2 years | |
Operating lease, monthly lease expense | $ 3,372 | ₪ 12,121 | |
Operating Leases, Future Minimum Payments Due | 23,604 | ₪ 84,847 | |
Payments under the lease agreement [Member] | |||
Cash Collateral for Borrowed Securities | 14,404 | 50,000 | |
Compliance with obligations [Member] | |||
Cash Collateral for Borrowed Securities | 9,837 | ₪ 30,146 | |
Giora Davidovits [Member] | |||
Officers' Compensation | $ | $ 250,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 3,750,000 | 3,750,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.01 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 10 years | 10 years | |
Eyal Davidovits [Member] | |||
Officers' Compensation | $ 120,180 | ₪ 432,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 2,750,000 | 2,750,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.01 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 10 years | 10 years |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2018USD ($)yr$ / sharesshares | |
Subsequent Events 1 | $ | $ 187,000 |
Subsequent Events 2 | $ / shares | $ 0.20 |
Subsequent Events 3 | shares | 14,400,000 |
Subsequent Events 4 | $ / shares | $ 0.20 |
Subsequent Events 5 | shares | 360,000 |
Subsequent Events 6 | $ | $ 0.20 |
Subsequent Events 7 | yr | 10 |
Subsequent Events 8 | shares | 117,660 |
Subsequent Events 9 | $ / shares | $ 0.20 |
Subsequent Events 10 | shares | 16,665 |
Subsequent Events 11 | $ / shares | $ 0.20 |
Subsequent Events 12 | shares | 800,000 |
Subsequent Events 13 | $ / shares | $ 0.01 |
Schedule of Research and Develo
Schedule of Research and Development Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Research and Development Expense | $ 266,822 | $ 243,981 |
Consulting fees [Member] | ||
Research and Development Expense | 9,458 | 24,818 |
Legal fees [Member] | ||
Research and Development Expense | 717 | 6,709 |
Office and Miscellaneous Expense [Member] | ||
Research and Development Expense | 5,204 | 3,801 |
Payroll expense [Member] | ||
Research and Development Expense | 154,098 | 124,835 |
R&D materials and supplies [Member] | ||
Research and Development Expense | 14,463 | 31,217 |
Rent [Member] | ||
Research and Development Expense | 8,859 | 10,956 |
Share-based compensation [Member] | ||
Research and Development Expense | $ 74,023 | $ 41,645 |
Schedule of Properties Estimate
Schedule of Properties Estimated Useful life (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 15 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 4 years |
Lab Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Lab Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 15 years |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Cost, Beginning Balance | $ 82,387 | $ 74,417 |
Exchange difference (Cost) | (456) | 7,970 |
Property, Plant and Equipment, Cost, Ending Balance | 81,931 | 82,387 |
Property, Plant and Equipment, Depraciation, Beginning Balance | 35,252 | 18,973 |
Additions (Depreciation) | 11,803 | 13,757 |
Exchange difference (Depreciation) | (295) | 2,522 |
Property, Plant and Equipment, Depreciation, Ending Balance | 46,760 | 35,252 |
Property, Plant and Equipment, Net Book Value | 35,171 | 47,135 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Cost, Beginning Balance | 3,871 | 3,496 |
Exchange difference (Cost) | (21) | 375 |
Property, Plant and Equipment, Cost, Ending Balance | 3,850 | 3,871 |
Property, Plant and Equipment, Depraciation, Beginning Balance | 887 | 405 |
Additions (Depreciation) | 441 | 424 |
Exchange difference (Depreciation) | (9) | 58 |
Property, Plant and Equipment, Depreciation, Ending Balance | 1,319 | 887 |
Property, Plant and Equipment, Net Book Value | 2,531 | 2,984 |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Cost, Beginning Balance | 29,325 | 26,489 |
Exchange difference (Cost) | (162) | 2,836 |
Property, Plant and Equipment, Cost, Ending Balance | 29,163 | 29,325 |
Property, Plant and Equipment, Depraciation, Beginning Balance | 19,497 | 10,645 |
Additions (Depreciation) | 5,248 | 7,446 |
Exchange difference (Depreciation) | (152) | 1,406 |
Property, Plant and Equipment, Depreciation, Ending Balance | 24,593 | 19,497 |
Property, Plant and Equipment, Net Book Value | 4,570 | 9,828 |
Lab Equipment [Member] | ||
Property, Plant and Equipment, Cost, Beginning Balance | 49,191 | 44,432 |
Exchange difference (Cost) | (273) | 4,759 |
Property, Plant and Equipment, Cost, Ending Balance | 48,918 | 49,191 |
Property, Plant and Equipment, Depraciation, Beginning Balance | 14,868 | 7,923 |
Additions (Depreciation) | 6,114 | 5,887 |
Exchange difference (Depreciation) | (134) | 1,058 |
Property, Plant and Equipment, Depreciation, Ending Balance | 20,848 | 14,868 |
Property, Plant and Equipment, Net Book Value | $ 28,070 | $ 34,323 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Convertible debentures | $ 1,213,397 | $ 1,213,397 |
Additions | 0 | |
Giora Davidovits [Member] | ||
Convertible debentures | 510,416 | 510,416 |
Additions | 0 | |
Eyal Davidovits [Member] | ||
Convertible debentures | 243,825 | 243,825 |
Additions | 0 | |
Irit Arbel [Member] | ||
Convertible debentures | 225,822 | 225,822 |
Additions | 0 | |
Robbie Manis [Member] | ||
Convertible debentures | 233,334 | $ 233,334 |
Additions | $ 0 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Convertible debenture | $ 1,196,699 | $ 1,071,172 |
Additions | 125,527 | |
Convertible debentures [Member] | ||
Convertible debenture | 1,213,397 | 1,213,397 |
Additions | 0 | |
Convertible discount [Member] | ||
Convertible debenture | (852,418) | (852,418) |
Additions | 0 | |
Net convertible debentures [Member] | ||
Convertible debenture | 360,979 | 360,979 |
Additions | 0 | |
Interest accretion [Member] | ||
Convertible debenture | 828,402 | 705,657 |
Additions | 122,745 | |
Exchange difference [Member] | ||
Convertible debenture | 7,318 | $ 4,536 |
Additions | $ 2,782 |
Schedule of Stockholders' Equit
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Class of Warrant or Right, Outstanding, Beginning of Period | shares | 1,693,750 |
Class of Warrant or Right, Outstanding, Weighted Average Exercise Price, Beginning of Period | $ / shares | $ 0.20 |
Class of Warrant or Right Issued | shares | 0 |
Class of Warrant or Right Issued Weighted Average Exercise Price | $ / shares | $ 0.20 |
Class of Warrant or Right, Outstanding, End of Period | shares | 1,693,750 |
Class of Warrant or Right, Outstanding, Weighted Average Exercise Price, End of Period | $ / shares | $ 0.20 |
Schedule of Stockholders' Equ41
Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Number of Outstanding Warrants | 1,693,750 | 1,693,750 |
Exercise Price | $ 0.20 | $ 0.20 |
Remaining Life | 1 year 3 months |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Expected life year | 5 years | |
Interest rate | 2.56% | |
Volatility, Minimum | 66.42% | 73.01% |
Volatility, Maximum | 90.69% | |
Dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life year | 7 years | |
Interest rate | 1.60% | |
Maximum [Member] | ||
Expected life year | 10 years | |
Interest rate | 2.40% |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | Jul. 12, 2017 | Jul. 02, 2017 | Jul. 05, 2016 | Jun. 06, 2016 | May 05, 2016 | Mar. 07, 2016 | Feb. 13, 2018 | Sep. 21, 2017 | May 31, 2017 | Nov. 30, 2016 | Feb. 15, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 50,000 | 150,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 | $ 0.01 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 33,333 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, End of Period | 18,105,967 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price, End of Period | $ 0.04 | |||||||||||||
Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning of Period | 18,405,896 | 17,345,896 | 15,960,896 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price, Beginning of Period | $ 0.04 | $ 0.05 | $ 0.04 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, End of Period | 18,105,967 | 18,405,896 | 17,345,896 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price, End of Period | $ 0.06 | $ 0.04 | $ 0.05 | |||||||||||
Granted, on February 15, 2016 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on February 15, 2016 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on March 7, 2016 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 75,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on March 7, 2016 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 75,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on May 5, 2016 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on May 5, 2016 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on June 6, 2016 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 800,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on June 6, 2016 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 800,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Exercised, on July 7, 2016 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (50,000) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 | |||||||||||||
Granted, on November 1, 2016 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 360,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on November 1, 2016 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 360,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on May 31, 2017 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 875,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on May 31, 2017 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 875,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Expired, July 1, 2017 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (75,000) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on July 2, 2017 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on July 2, 2017 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on July 12th, 2017 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 260,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on July 12th, 2017 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 260,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Exercised, on September 25, 2017 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (150,000) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 | |||||||||||||
Granted, on February 13, 2018 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 231,250 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Granted, on February 13, 2018 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 231,250 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Exercised, on January 28, 2018 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (16,667) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Cancelled, on January 28 2018 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (33,333) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0.20 | |||||||||||||
Exercised, on March 20, 2018 [Member] | Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (481,179) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.001 |
Schedule of Disclosure of Share
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.06 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 18,105,967 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 1 month 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 15,524,302 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.04 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 10 months 24 days |
Range 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 9,750,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 9,750,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 5 months 1 day |
Range 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 800,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 7 months 20 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 800,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 months 20 days |
Range 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 1,924,717 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 2 years 10 months 13 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 1,924,717 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 7 months 13 days |
Range 4 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 500,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 1 year |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 9 months 4 days |
Range 5 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 150,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 4 months 2 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 150,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 1 month 6 days |
Range 6 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 120,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 7 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 80,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 4 months 28 days |
Range 7 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 1,610,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 7 months 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 1,073,334 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 4 months 10 days |
Range 8 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 75,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 75,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 5 months 1 day |
Range 9 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 50,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 10 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 33,334 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 7 months 24 days |
Range 10 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 125,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 11 months 1 day |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 83,334 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day |
Range 11 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 100,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 11 months 5 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 66,666 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 8 months 8 days |
Range 12 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 75,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 5 years 2 months 5 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 11 months 8 days |
Range 13 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 150,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 8 years 4 months 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 70,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years 1 month 6 days |
Range 14 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 800,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 5 months 5 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 226,667 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 2 months 8 days |
Range 15 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 360,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 5 years 10 months 2 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 360,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 7 months 2 days |
Range 16 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 875,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 6 years 5 months 1 day |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 2 months 1 day |
Range 17 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 150,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 6 years 6 months 4 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 3 months 4 days |
Range 18 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 260,000 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 9 years 6 months 11 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 3 months 11 days |
Range 19 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 231,250 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 9 years 6 months 11 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 231,250 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 10 months 17 days |
Consolidation, Less than Wholly
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Ending Balance | $ (1,550,205) | |
Savicells Common Shares [Member] | ||
Beginning Balance (shares) | 15,063 | 14,012 |
Beginning Balance | $ 5,606,110 | $ 3,819,454 |
Shares issued to settle inter-company debts (shares) | 387 | 1,051 |
Shares issued to settle inter-company debts | $ 658,711 | $ 1,786,656 |
Ending Balance (shares) | 15,450 | 15,063 |
Ending Balance | $ 6,264,821 | $ 5,606,110 |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net loss | $ (595,452) | $ (485,771) |
Weighted average common shares outstanding: | ||
Basic and diluted | 118,009,579 | 114,180,828 |
Net loss per common share: | ||
Basic and diluted | $ 0 | $ 0 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Anti-dilutive options | 18,587,146 | 18,405,896 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental Payments for Operating Leases (Details) - Mar. 31, 2018 | USD ($) | ILS (₪) |
2,018 | $ 393,784 | |
2,019 | 370,180 | |
2,020 | 370,180 | |
2,021 | 370,180 | |
2,022 | 246,787 | |
Operating Leases, Future Minimum Payments Due | 1,751,111 | |
Consulting fee and Salaries [Member] | ||
2,018 | 370,180 | |
2,019 | 370,180 | |
2,020 | 370,180 | |
2,021 | 370,180 | |
2,022 | 246,787 | |
Operating Leases, Future Minimum Payments Due | 1,727,507 | |
Office rent [Member] | ||
2,018 | 23,604 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
Operating Leases, Future Minimum Payments Due | $ 23,604 | ₪ 84,847 |
Long-lived Assets by Geographic
Long-lived Assets by Geographic Areas (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Long-live assets | $ 35,171 | $ 47,135 |
Schedule of Net Income_Loss by
Schedule of Net Income/Loss by Geographic Area (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net loss | $ 595,452 | $ 485,771 |
US [Member] | ||
Net loss | 305,907 | 211,965 |
Israel [Member] | ||
Net loss | $ 289,545 | $ 273,806 |