Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 14, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Entity Registrant Name | 'Integrity Applications, Inc. | ' |
Entity Central Index Key | '0001506983 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 5,306,631 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $4,387,980 | $2,385,911 |
Accounts receivable, net | 13,811 | ' |
Inventories (Note 4) | 134,369 | ' |
Other current assets | 103,067 | 93,052 |
Total current assets | 4,639,227 | 2,478,963 |
Property and Equipment, Net | 125,398 | 107,209 |
Funds in Respect of Employee Rights Upon Retirement | 186,788 | 170,033 |
Total assets | 4,951,413 | 2,756,205 |
Current Liabilities | ' | ' |
Accounts payable | 194,331 | 49,787 |
Other current liabilities | 382,245 | 261,120 |
Total current liabilities | 576,576 | 310,907 |
Long-Term Liabilities | ' | ' |
Long-Term Loans from Stockholders | 651,712 | 693,092 |
Liability for Employee Rights Upon Retirement | 221,761 | 236,074 |
Warrants with Down-Round Protection (Note 2D) | 1,831,810 | 8,216,705 |
Total long-term liabilities | 2,705,283 | 9,145,871 |
Total liabilities | 3,281,859 | 9,456,778 |
Commitments and Contingent Liabilities | ' | ' |
Temporary Equity | ' | ' |
Convertible Preferred Stock of $ 0.001 par value ("Preferred Stock"): 10,000,000 shares of Preferred Stock authorized as of September 30, 2014 and as of December 31, 2013 | 6,583,285 | 4,362,545 |
Stockholders' Deficit | ' | ' |
Common Stock of $ 0.001 par value ("Common Stock"): 40,000,000 shares authorized as of September 30, 2014 and December 31, 2013; issued and outstanding 5,306,631 shares and 5,301,693 shares as of September 30, 2014 and December 31, 2013, respectively | 5,308 | 5,302 |
Additional paid in capital | 17,197,917 | 14,532,068 |
Accumulated other comprehensive income | 64,560 | 52,702 |
Deficit accumulated during the development stage | -22,181,516 | -25,653,190 |
Total stockholders' deficit | -4,913,731 | -11,063,118 |
Total liabilities, temporary equity and stockholders' deficit | 4,951,413 | 2,756,205 |
Series A Preferred Stock [Member] | ' | ' |
Temporary Equity | ' | ' |
Convertible Preferred Stock of $ 0.001 par value ("Preferred Stock"): 10,000,000 shares of Preferred Stock authorized as of September 30, 2014 and as of December 31, 2013 | 4,356,657 | 4,362,545 |
Series B Preferred Stock [Member] | ' | ' |
Temporary Equity | ' | ' |
Convertible Preferred Stock of $ 0.001 par value ("Preferred Stock"): 10,000,000 shares of Preferred Stock authorized as of September 30, 2014 and as of December 31, 2013 | $2,226,628 | ' |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Temporary Equity | ' | ' |
Convertible Preferred Stock, par value per share | $0.00 | $0.00 |
Convertible Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 5,306,631 | 5,301,693 |
Common stock, shares outstanding | 5,306,631 | 5,301,693 |
Series A Preferred Stock [Member] | ' | ' |
Temporary Equity | ' | ' |
Convertible Preferred Stock, shares issued | 7,407 | 7,417 |
Convertible Preferred Stock, shares outstanding | 7,407 | 7,417 |
Series B Preferred Stock [Member] | ' | ' |
Temporary Equity | ' | ' |
Convertible Preferred Stock, shares issued | 5,577.60 | 0 |
Convertible Preferred Stock, shares outstanding | 5,577.60 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | 156 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Abstract] | ' | ' | ' | ' | ' |
Revenues | $27,309 | ' | $27,309 | ' | $27,309 |
Research and development expenses, net | 421,704 | 495,207 | 1,327,577 | 1,460,755 | 13,790,735 |
Selling, marketing and general and administrative expenses | 436,296 | 232,189 | 1,299,935 | 786,259 | 5,355,717 |
Other income | ' | ' | ' | ' | -912 |
Total operating expenses | 858,000 | 727,396 | 2,627,512 | 2,247,014 | 19,145,540 |
Operating loss | 830,691 | 727,396 | 2,600,203 | 2,247,014 | 19,118,231 |
Financing (income) expenses, net (Note 5) | -61,120 | -27,528 | -6,355,641 | 373,046 | 2,213,010 |
Income (loss) for the period | -769,571 | -699,868 | 3,755,438 | -2,620,060 | -21,331,241 |
Other comprehensive (income) loss: | ' | ' | ' | ' | ' |
Foreign currency translation adjustment | 27,891 | 37,308 | 11,858 | 56,108 | 64,560 |
Comprehensive income (loss) for the period | ($797,462) | ($737,176) | $3,743,580 | ($2,676,168) | ($21,395,801) |
Income (loss) per share (Basic) (Note 6) | ($0.16) | ($0.16) | $0.52 | ($0.52) | ' |
Income (loss) per share (Diluted) (Note 6) | ($0.16) | ($0.16) | $0.52 | ($0.52) | ' |
Common shares used in computing Basic income (loss) per share (Note 6) | 5,304,100 | 5,299,927 | 5,303,721 | 5,341,551 | ' |
Common shares used in computing Diluted income (loss) per share (Note 6) | 5,304,100 | 5,299,927 | 5,352,039 | 5,341,551 | ' |
STATEMENTS_OF_CHANGES_IN_STOCK
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional paid in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Receivable in respect of stock issuance [Member] | Deficit accumulated during development stage [Member] |
Balance at Sep. 29, 2001 | ' | ' | ' | ' | ' | ' |
Balance, shares at Sep. 29, 2001 | ' | ' | ' | ' | ' | ' |
2,136,307 shares of Common Stock of par value $0.001 per share issued for cash | 40,442 | 2,136 | 38,306 | ' | ' | ' |
2,136,307 shares of Common Stock of par value $0.001 per share issued for cash, shares | ' | 2,136,307 | ' | ' | ' | ' |
Income (Loss) for the period/year | -63,293 | ' | ' | ' | ' | -63,293 |
Other comprehensive income (loss) | -5 | ' | ' | -5 | ' | ' |
Balance at Dec. 31, 2002 | -22,856 | 2,136 | 38,306 | -5 | ' | -63,293 |
Balance, shares at Dec. 31, 2002 | ' | 2,136,307 | ' | ' | ' | ' |
Income (Loss) for the period/year | -350,290 | ' | ' | ' | ' | -350,290 |
Other comprehensive income (loss) | -15,035 | ' | ' | -15,035 | ' | ' |
Balance at Dec. 31, 2003 | -388,181 | 2,136 | 38,306 | -15,040 | ' | -413,583 |
Balance, shares at Dec. 31, 2003 | ' | 2,136,307 | ' | ' | ' | ' |
Income (Loss) for the period/year | -288,233 | ' | ' | ' | ' | -288,233 |
Other comprehensive income (loss) | -15,069 | ' | ' | -15,069 | ' | ' |
Issuance of 42,727 shares of Common Stock for cash of $1.76 per share on March 16, 2004 | 75,000 | 43 | 74,957 | ' | ' | ' |
Issuance of 42,727 shares of Common Stock for cash of $1.76 per share on March 16, 2004, shares | ' | 42,727 | ' | ' | ' | ' |
Issuance of 72,773 shares of Common Stock for cash of $ 1.72 per share on November 25, 2004 | 128,856 | 73 | 128,783 | ' | ' | ' |
Issuance of 72,773 shares of Common Stock for cash of $ 1.72 per share on November 25, 2004, shares | ' | 72,773 | ' | ' | ' | ' |
Balance at Dec. 31, 2004 | -487,627 | 2,252 | 242,046 | -30,109 | ' | -701,816 |
Balance, shares at Dec. 31, 2004 | ' | 2,251,807 | ' | ' | ' | ' |
Income (Loss) for the period/year | -1,055,594 | ' | ' | ' | ' | -1,055,594 |
Other comprehensive income (loss) | 8,542 | ' | ' | 8,542 | ' | ' |
Issuance of 218,281 shares of Common Stock for cash of $ 1.72 per share on January 14, 2005 | 375,000 | 218 | 374,782 | ' | ' | ' |
Issuance of 218,281 shares of Common Stock for cash of $ 1.72 per share on January 14, 2005, shares | ' | 218,281 | ' | ' | ' | ' |
Issuance of 291,051 shares of Common Stock for cash of $ 1.72 per share on April 5, 2005 | 500,000 | 291 | 499,709 | ' | ' | ' |
Issuance of 291,051 shares of Common Stock for cash of $ 1.72 per share on April 5, 2005, shares | ' | 291,051 | ' | ' | ' | ' |
Issuance of 59,389 shares of Common Stock for cash of $ 3.37 per share on May 31, 2005 | 200,000 | 60 | 199,940 | ' | ' | ' |
Issuance of 59,389 shares of Common Stock for cash of $ 3.37 per share on May 31, 2005, shares | ' | 59,389 | ' | ' | ' | ' |
Stock-based compensation | 189,616 | 52 | 189,564 | ' | ' | ' |
Stock-based compensation, shares | ' | 52,147 | ' | ' | ' | ' |
Balance at Dec. 31, 2005 | -270,063 | 2,873 | 1,506,041 | -21,567 | ' | -1,757,410 |
Balance, shares at Dec. 31, 2005 | ' | 2,872,675 | ' | ' | ' | ' |
Income (Loss) for the period/year | -1,282,842 | ' | ' | ' | ' | -1,282,842 |
Other comprehensive income (loss) | -57,127 | ' | ' | -57,127 | ' | ' |
Issuance of 87,315 shares of Common Stock for cash of $ 1.47 per share on January 26, 2006 | 128,205 | 87 | 128,118 | ' | ' | ' |
Issuance of 87,315 shares of Common Stock for cash of $ 1.47 per share on January 26, 2006 | ' | 87,315 | ' | ' | ' | ' |
Issuance of 1,899 shares of Common Stock for cash of $ 3.63 per share on March 31, 2006 | 6,890 | 2 | 6,888 | ' | ' | ' |
Issuance of 1,899 shares of Common Stock for cash of $ 3.63 per share on March 31, 2006 | ' | 1,899 | ' | ' | ' | ' |
Issuance of 13,786 shares of Common Stock for cash of $ 3.63 per share on June 16, 2006 | 50,000 | 14 | 49,986 | ' | ' | ' |
Issuance of 13,786 shares of Common Stock for cash of $ 3.63 per share on June 16, 2006, shares | ' | 13,786 | ' | ' | ' | ' |
Issuance of 14,113 shares of Common Stock for cash of $ 3.63 per share on June 30, 2006 | 51,180 | 14 | 51,166 | ' | ' | ' |
Issuance of 14,113 shares of Common Stock for cash of $ 3.63 per share on June 30, 2006, shares | ' | 14,113 | ' | ' | ' | ' |
Issuance of 51,207 shares of Common Stock for cash of $ 3.91 per share on August 15, 2006 | 200,000 | 51 | 199,949 | ' | ' | ' |
Issuance of 51,207 shares of Common Stock for cash of $ 3.91 per share on August 15, 2006, shares | ' | 51,207 | ' | ' | ' | ' |
Issuance of 301,948 shares of Common Stock for cash of $ 4.31 per share on October 5, 2006 | 1,300,000 | 302 | 1,299,698 | ' | ' | ' |
Issuance of 301,948 shares of Common Stock for cash of $ 4.31 per share on October 5, 2006, shares | ' | 301,948 | ' | ' | ' | ' |
Issuance of 348,402 shares of Common Stock for cash of $ 4.31 per share on December 14, 2006 | 1,372,495 | 349 | 1,372,146 | ' | ' | ' |
Issuance of 348,402 shares of Common Stock for cash of $ 4.31 per share on December 14, 2006, shares | ' | 348,402 | ' | ' | ' | ' |
Stock-based compensation | 277,497 | 63 | 277,434 | ' | ' | ' |
Stock-based compensation, shares | ' | 63,395 | ' | ' | ' | ' |
Balance at Dec. 31, 2006 | 1,776,235 | 3,755 | 4,891,426 | -78,694 | ' | -3,040,252 |
Balance, shares at Dec. 31, 2006 | ' | 3,754,740 | ' | ' | ' | ' |
Income (Loss) for the period/year | -1,593,205 | ' | ' | ' | ' | -1,593,205 |
Other comprehensive income (loss) | 84,528 | ' | ' | 84,528 | ' | ' |
Stock-based compensation | 274,659 | 29 | 274,630 | ' | ' | ' |
Stock-based compensation, shares | ' | 28,707 | ' | ' | ' | ' |
Balance at Dec. 31, 2007 | 542,217 | 3,784 | 5,166,056 | 5,834 | ' | -4,633,457 |
Balance, shares at Dec. 31, 2007 | ' | 3,783,447 | ' | ' | ' | ' |
Income (Loss) for the period/year | -1,528,981 | ' | ' | ' | ' | -1,528,981 |
Other comprehensive income (loss) | 110,134 | ' | ' | 110,134 | ' | ' |
Issuance of 61,989 shares of Common Stock for cash of $ 5.52 per share on September 27, 2008 | 342,000 | 62 | 341,938 | ' | ' | ' |
Issuance of 61,989 shares of Common Stock for cash of $ 5.52 per share on September 27, 2008, shares | ' | 61,989 | ' | ' | ' | ' |
Issuance of 104,220 shares of Common Stock for cash of $ 5.52 per share on October 7, 2008 | 500,000 | 104 | 574,896 | ' | -75,000 | ' |
Issuance of 104,220 shares of Common Stock for cash of $ 5.52 per share on October 7, 2008, shares | ' | 104,220 | ' | ' | ' | ' |
Stock-based compensation | 84,380 | ' | 84,380 | ' | ' | ' |
Balance at Dec. 31, 2008 | 49,750 | 3,950 | 6,167,270 | 115,968 | -75,000 | -6,162,438 |
Balance, shares at Dec. 31, 2008 | ' | 3,949,656 | ' | ' | ' | ' |
Income (Loss) for the period/year | -1,202,296 | ' | ' | ' | ' | -1,202,296 |
Other comprehensive income (loss) | -13,367 | ' | ' | -13,367 | ' | ' |
Issuance of 50,342 shares of Common Stock for cash of $6.02 per share in January 2009 | 303,000 | 50 | 302,950 | ' | ' | ' |
Issuance of 50,342 shares of Common Stock for cash of $6.02 per share in January 2009, shares | ' | 50,342 | ' | ' | ' | ' |
Repayment of receivable in respect of stock issuance | 75,000 | ' | ' | ' | 75,000 | ' |
Stock-based compensation | 12,171 | ' | 12,171 | ' | ' | ' |
Balance at Dec. 31, 2009 | -775,742 | 4,000 | 6,482,391 | 102,601 | ' | -7,364,734 |
Balance, shares at Dec. 31, 2009 | ' | 3,999,998 | ' | ' | ' | ' |
Income (Loss) for the period/year | -2,788,446 | ' | ' | ' | ' | -2,788,446 |
Other comprehensive income (loss) | -119,019 | ' | ' | -119,019 | ' | ' |
Issuance of 530,600 shares of Common Stock for cash of $6.25 per share in December 2010, net of related expenses | 2,357,032 | 531 | 2,356,501 | ' | ' | ' |
Issuance of 530,600 shares of Common Stock for cash of $6.25 per share in December 2010, net of related expenses, shares | ' | 530,600 | ' | ' | ' | ' |
Stock-based interest compensation to convertible notes holders | 1,214,943 | 194 | 1,214,749 | ' | ' | ' |
Stock-based interest compensation to convertible notes holders, shares | ' | 194,391 | ' | ' | ' | ' |
Conversion of convertible notes | 694,796 | 120 | 694,676 | ' | ' | ' |
Conversion of convertible notes, shares | ' | 119,586 | ' | ' | ' | ' |
Stock-based compensation | 14,575 | ' | 14,575 | ' | ' | ' |
Balance at Dec. 31, 2010 | 598,139 | 4,845 | 10,762,892 | -16,418 | ' | -10,153,180 |
Balance, shares at Dec. 31, 2010 | ' | 4,844,575 | ' | ' | ' | ' |
Income (Loss) for the period/year | -2,364,339 | ' | ' | ' | ' | -2,364,339 |
Other comprehensive income (loss) | 39,052 | ' | ' | 39,052 | ' | ' |
Issuance of 16,320 shares of Common Stock for cash of $ 6.25 per share on January 31, 2011, net of related expenses | 83,180 | 16 | 83,164 | ' | ' | ' |
Issuance of 16,320 shares of Common Stock for cash of $ 6.25 per share on January 31, 2011, net of related expenses, shares | ' | 16,320 | ' | ' | ' | ' |
Issuance of 90,768 shares of Common Stock for cash of $ 6.25 per share on March 31, 2011, net of related expenses | 479,901 | 91 | 479,810 | ' | ' | ' |
Issuance of 90,768 shares of Common Stock for cash of $ 6.25 per share on March 31, 2011, net of related expenses, shares | ' | 90,768 | ' | ' | ' | ' |
Issuance of 40,000 shares of Common Stock for cash of $ 6.25 per share on April 29, 2011, net of related expenses | 191,722 | 40 | 191,682 | ' | ' | ' |
Issuance of 40,000 shares of Common Stock for cash of $ 6.25 per share on April 29, 2011, net of related expenses, shares | ' | 40,000 | ' | ' | ' | ' |
Issuance of 34,200 shares of Common Stock for cash of $ 6.25 per share on May 31, 2011, net of related expenses | 180,026 | 34 | 179,992 | ' | ' | ' |
Issuance of 34,200 shares of Common Stock for cash of $ 6.25 per share on May 31, 2011, net of related expenses, shares | ' | 34,200 | ' | ' | ' | ' |
Issuance of 269,680 shares of Common Stock for cash of $ 6.25 per share on July 29, 2011, net of related expenses | 1,466,385 | 270 | 1,466,115 | ' | ' | ' |
Issuance of 269,680 shares of Common Stock for cash of $ 6.25 per share on July 29, 2011, net of related expenses, shares | ' | 269,680 | ' | ' | ' | ' |
Fair value of warrants with down-round protection issued in connection with Common Stock issuances | -83,899 | ' | -83,899 | ' | ' | ' |
Stock-based compensation | 378,072 | ' | 378,072 | ' | ' | ' |
Balance at Dec. 31, 2011 | 968,239 | 5,296 | 13,457,828 | 22,634 | ' | -12,517,519 |
Balance, shares at Dec. 31, 2011 | ' | 5,295,543 | ' | ' | ' | ' |
Income (Loss) for the period/year | -2,772,307 | ' | ' | ' | ' | -2,772,307 |
Other comprehensive income (loss) | -13,709 | ' | ' | -13,709 | ' | ' |
Issuance of 165,057 shares of Common Stock for cash of $ 7.00 per share on November 19, 2012, net of related expenses | 917,179 | 165 | 917,014 | ' | ' | ' |
Issuance of 165,057 shares of Common Stock for cash of $ 7.00 per share on November 19, 2012, net of related expenses, shares | ' | 165,057 | ' | ' | ' | ' |
Warrants classified to equity due to the expiration of the down-round protection period/Warrants issued as consideration for placement services | 48,007 | ' | 48,007 | ' | ' | ' |
Stock-based compensation | 349,522 | ' | 349,522 | ' | ' | ' |
Balance at Dec. 31, 2012 | -503,069 | 5,461 | 14,772,371 | 8,925 | ' | -15,289,826 |
Balance, shares at Dec. 31, 2012 | ' | 5,460,600 | ' | ' | ' | ' |
Income (Loss) for the period/year | -9,796,853 | ' | ' | ' | ' | -9,796,853 |
Other comprehensive income (loss) | 43,777 | ' | ' | 43,777 | ' | ' |
Amount classified out of stockholders equity and presented as liability and temporary equity with respect to Common Stock replaced with Units comprised of Series A Preferred Stock and Series A Warrants | -1,140,349 | -163 | -1,140,186 | ' | ' | ' |
Amount classified out of stockholders equity and presented as liability and temporary equity with respect to Common Stock replaced with Units comprised of Series A Preferred Stock and Series A Warrants, shares | ' | -162,907 | ' | ' | ' | ' |
Conversion of Series A Preferred Stock into Common Stock | 23,200 | 4 | 23,196 | ' | ' | ' |
Conversion of Series A Preferred Stock into Common Stock, shares | ' | 4,000 | ' | ' | ' | ' |
Stock dividend to certain Common Stock holders | ' | ' | 278,263 | ' | ' | -278,263 |
Stock dividend to certain Common Stock holders, shares | ' | ' | ' | ' | ' | ' |
Warrants classified to equity due to the expiration of the down-round protection period/Warrants issued as consideration for placement services | 562,805 | ' | 562,805 | ' | ' | ' |
Dividend on Series A Preferred Stock | -288,248 | ' | ' | ' | ' | -288,248 |
Stock-based compensation | 35,619 | ' | 35,619 | ' | ' | ' |
Balance at Dec. 31, 2013 | -11,063,118 | 5,302 | 14,532,068 | 52,702 | ' | -25,653,190 |
Balance, shares at Dec. 31, 2013 | 5,301,693 | 5,301,693 | ' | ' | ' | ' |
Income (Loss) for the period/year | 3,755,438 | ' | ' | ' | ' | 3,755,438 |
Other comprehensive income (loss) | 11,858 | ' | ' | 11,858 | ' | ' |
Amounts allocated to Series B-1 and Series B-2 Warrants, net | 2,179,630 | ' | 2,179,630 | ' | ' | ' |
Conversion of Series A Preferred Stock into Common Stock | 5,888 | 2 | 5,886 | ' | ' | ' |
Conversion of Series A Preferred Stock into Common Stock, shares | ' | 1,725 | ' | ' | ' | ' |
Stock dividend to certain Common Stock holders | ' | 1 | -1 | ' | ' | ' |
Stock dividend to certain Common Stock holders, shares | ' | 654 | ' | ' | ' | ' |
Warrants classified to equity due to the expiration of the down-round protection period/Warrants issued as consideration for placement services | 454,571 | ' | 454,571 | ' | ' | ' |
Stock dividend on Series B Preferred Stock | ' | 3 | 5,909 | ' | ' | -5,912 |
Stock dividend on Series B Preferred Stock, shares | ' | 2,559 | ' | ' | ' | ' |
Dividend on Series A Preferred Stock | -277,852 | ' | ' | ' | ' | -277,852 |
Stock-based compensation | 19,854 | ' | 19,854 | ' | ' | ' |
Balance at Sep. 30, 2014 | ($4,913,731) | $5,308 | $17,197,917 | $64,560 | ' | ($22,181,516) |
Balance, shares at Sep. 30, 2014 | 5,306,631 | 5,306,631 | ' | ' | ' | ' |
STATEMENTS_OF_CHANGES_IN_STOCK1
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) (USD $) | 0 Months Ended | 1 Months Ended | ||||||||||||||||||||
Nov. 19, 2012 | Jul. 29, 2011 | 31-May-11 | Apr. 29, 2011 | Mar. 31, 2011 | Jan. 31, 2011 | Oct. 07, 2008 | Sep. 27, 2008 | Dec. 14, 2006 | Oct. 05, 2006 | Aug. 15, 2006 | Jun. 30, 2006 | Jun. 16, 2006 | Mar. 31, 2006 | Jan. 26, 2006 | 31-May-05 | Apr. 05, 2005 | Jan. 14, 2005 | Nov. 25, 2004 | Mar. 16, 2004 | Dec. 31, 2010 | Jan. 31, 2009 | |
STATEMENTS OF CHANGES IN STOCKHOLDERS? EQUITY (DEFICIT) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued, price per share | $7 | $6.25 | $6.25 | $6.25 | $6.25 | $6.25 | $5.52 | $5.52 | $4.31 | $4.31 | $3.91 | $3.63 | $3.63 | $3.63 | $1.47 | $3.37 | $1.72 | $1.72 | $1.72 | $1.76 | $6.25 | $6.02 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 156 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Income (loss) for the period | $3,755,438 | ($2,620,060) | ($21,331,241) |
Adjustments to reconcile income (loss) for the period to net cash used in operating activities: | ' | ' | ' |
Depreciation | 26,091 | 23,461 | 217,808 |
Increase (decrease) in liability for employee rights upon retirement | ' | -3,141 | 196,506 |
Stock-based compensation | 19,854 | 18,792 | 1,635,898 |
Stock-based interest compensation to convertible notes holders | ' | ' | 1,214,943 |
Issuance costs allocated to warrants with down-round protection | 40,555 | 390,928 | 431,483 |
Change in the fair value of warrants issued with round down protection | -6,384,895 | -141,357 | -169,545 |
Linkage difference on principal of loans from stockholders | 666 | 14,903 | 201,946 |
Interest on convertible notes | ' | ' | 78,192 |
Gain on sale of property and equipment | ' | ' | -912 |
Gain from trading marketable securities | ' | ' | -12,920 |
Changes in assets and liabilities: | ' | ' | ' |
Increase in accounts receivable | -14,319 | ' | -14,319 |
Increase in inventory | -139,308 | ' | -139,308 |
Decrease (increase) in other current assets | -16,354 | 16,111 | -91,006 |
Increase in accounts payable | 151,892 | 70,476 | 196,625 |
Increase (decrease) in other current liabilities | 140,541 | -52,568 | 374,184 |
Net cash used in operating activities | -2,419,839 | -2,282,455 | -17,211,666 |
Cash flows from investment activities: | ' | ' | ' |
Increase in funds in respect of employee rights upon retirement | -28,058 | -39,923 | -177,279 |
Purchase of property and equipment | -51,485 | -51,777 | -335,857 |
Proceeds from sale of property and equipment | ' | ' | 4,791 |
Investment in marketable securities | ' | ' | -388,732 |
Proceeds from sale of marketable securities | ' | ' | 406,995 |
Short-term loan granted to related party, net of repayments | ' | ' | -14,252 |
Net cash used in investment activities | -79,543 | -91,700 | -504,334 |
Cash flows from financing activities | ' | ' | ' |
Credit from banking institutions (repayment) | ' | -38,458 | -8,671 |
Proceeds from issuance of convertible notes | ' | ' | 1,144,000 |
Repayment of convertible notes | ' | ' | -527,396 |
Proceeds from issuance of Common Stock, net of cash issuance expenses | ' | ' | 11,323,559 |
Cash dividend to Preferred Stock holders | -277,852 | -102,819 | -566,100 |
Proceeds allocated to convertible Preferred Stock, net of cash issuance expenses | 2,435,844 | 3,960,958 | 6,396,802 |
Proceeds from stockholders loans | ' | ' | 347,742 |
Net cash provided by financing activities | 4,542,421 | 5,241,664 | 21,916,348 |
Effect of exchange rate changes on cash and cash equivalents | -40,970 | 105,695 | 187,632 |
Increase in cash and cash equivalents | 2,002,069 | 2,973,204 | 4,387,980 |
Cash and cash equivalents at beginning of the period | 2,385,911 | 543,411 | ' |
Cash and cash equivalents at end of the period | 4,387,980 | 3,516,615 | 4,387,980 |
Warrants with Down-Round Protection [Member] | ' | ' | ' |
Cash flows from financing activities | ' | ' | ' |
Proceeds allocated to warrants, net of issuance expenses | ' | 1,421,983 | 1,421,983 |
Series B-1 and Series B-2 Warrants [Member] | ' | ' | ' |
Cash flows from financing activities | ' | ' | ' |
Proceeds allocated to warrants, net of issuance expenses | $2,384,429 | ' | $2,384,429 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 9 Months Ended | 3 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | |
Series B-1 and Series B-2 Warrants [Member] | Redeemable Preferred Stock [Member] | Conversion of Preferred Stock into Common Stock [Member] | ||
Conversion of Stock [Line Items] | ' | ' | ' | ' |
Amount of stock converted | ' | ' | ' | $5,888 |
Number of preferred shares converted | ' | ' | ' | 10.01 |
Stock issued upon conversion | ' | ' | ' | 1,725 |
Fair value of the warrants issued as consideration | 414,016 | 204,800 | 209,216 | ' |
Stock dividend | ' | ' | ' | ' |
GENERAL
GENERAL | 9 Months Ended | ||
Sep. 30, 2014 | |||
GENERAL [Abstract] | ' | ||
GENERAL | ' | ||
NOTE 1 – GENERAL (cont.) | |||
A. | Integrity Applications, Inc. (the "Company") was incorporated on May 18, 2010 under the laws of the State of Delaware. On July 15, 2010, Integrity Acquisition Corp. Ltd. (hereinafter: "Integrity Acquisition"), a wholly owned Israeli subsidiary of the Company, which was established on May 23, 2010, completed a merger with A.D. Integrity Applications Ltd. (hereinafter: "Integrity Israel"), an Israeli corporation that was previously held by the stockholders of the Company. Pursuant to the merger, all equity holders of Integrity Israel received the same proportional ownership in the Company as they had in Integrity Israel prior to the merger. Following the merger, Integrity Israel remained a wholly-owned subsidiary of the Company. As the merger transaction constituted a structural reorganization, the merger has been accounted for at historical cost in a manner similar to a pooling of interests. On this basis, stockholders' equity has been retroactively restated such that each ordinary share of Integrity Israel is reflected in stockholders' equity as a share of Common Stock of the Company as of the date of the issuance thereof by Integrity Israel. In addition, the historical financial statements of the Company for all dates prior to May 18, 2010 have been retroactively restated to reflect the activities of Integrity Israel. | ||
Integrity Israel was incorporated in 2001 and commenced its operations in 2002. Integrity Israel, a medical device company, focuses on the design, development and commercialization of non-invasive glucose monitoring devices for home use by persons suffering with diabetes. Since its inception, Integrity Israel has devoted substantially all of its efforts to business planning, research and development and raising capital, and has not yet generated any material revenues. Accordingly, Integrity Israel (and therefore the Company) is considered to be in the development stage as defined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 915, "Development Stage Entities". | |||
B. | Going concern uncertainty | ||
Since its incorporation, the Company did not conduct any material operations other than those carried out by Integrity Israel. The development and commercialization of Integrity Israel's product is expected to require substantial expenditures. Integrity Israel and the Company (collectively, the "Group") have not yet generated any material revenues from operations, and therefore they are dependent upon external sources for financing their operations. Since inception, the Group has incurred accumulated losses of $21,331,241, stockholder's deficit of $4,913,731 and cumulative negative operating cash flow of $17,211,666. These factors raise substantial doubt about the Group's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. During 2011, the Company raised funds via the issuance of Common Stock in a total amount of approximately $2.4 million (net of related expenses). During 2012, the Company raised a total amount of approximately $1.0 million (net of related expenses) from the issuance of Common Stock. During 2013, the Company raised funds in an approximate amount of $5.3 million (net of related cash expenses) from the issuance of units (the “Units”) consisting of shares of the Company's Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and detachable warrants to purchase shares of the Company's Common Stock (the “Series A Warrants”). As more fully described in Note 10.A.2 to the Company's annual report on Form 10-K for the year ended December 31, 2013, the Company is not permitted to, among other things, incur indebtedness without the written consent of the holders of a majority in stated value of the outstanding Series A Preferred Stock. During August and September of 2014, the Company raised funds in an aggregate amount of approximately $4.8 million (net of related cash expenses) from the issuance of units (the “Series B Units”), each consisting of (a) one share of the Company's newly designated Series B 5.5% Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), convertible into Common Stock at an initial conversion price of $5.80 per share, (b) a five year warrant to purchase, at an exercise price of $5.80 per share, up to such number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock (each a “Series B-1 Warrant”) and (c) a five year warrant to purchase, at an exercise price of $10.00 per share, up to such number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock (each a “Series B-2 Warrant” and, together with the Series B-1 Warrants, collectively, the “Series B Warrants”). As of September 30, 2014, the shares of Series B Preferred Stock included in the Series B Units were convertible into an aggregate of 961,676 shares of Common Stock, and the Warrants included in the Units are exercisable for an aggregate of 1,923,352 shares of Common Stock, in each case subject to adjustment in certain circumstances (See Note 3 and Note 7). | |||
Until such time as the Group generates sufficient revenue to fund its operations (if ever), the Group plans to finance its operations through the sale of equity or equity-linked securities and/or debt securities and, to the extent available, short term and long term loans. There can be no assurance that the Group will succeed in obtaining the necessary financing to continue its operations. | |||
C. | Risk factors | ||
The Group has a limited operating history and faces a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group's products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group's future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and marketing efforts. The Group has not yet generated any material revenues from its operations to fund its activities and therefore the Group is dependent on the receipt of additional funding from its stockholders and investors in order to continue as a going concern (See Note 1B). | |||
D. | Use of estimates in the preparation of financial statements | ||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these condensed consolidated interim financial statements, the most significant estimates and assumptions relate to (i) the fair value estimate of the warrants with down-round protection, (ii) the allocation of the proceeds and the related issuance costs of the Series B Units (see Note 1B and Note 3) and (iii) the going concern assumptions. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||
Sep. 30, 2014 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
A. | Basis of presentation | ||
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. | |||
In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary (consisting of normal recurring adjustments) for a fair presentation of the Company's financial position at September 30, 2014 and the results of its operations and cash flow for each of the nine and three month periods then ended. | |||
Interim financial statements are prepared on a basis consistent with the Company's annual financial statements. For a description of the significant accounting policies, other than the additional policies described in paragraphs B-C below, refer to the Company's annual report on Form 10-K for the year ended December 31, 2013. Results of operations for the nine and three month periods ended September 30, 2014 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2014. | |||
The consolidated balance sheet as of December 31, 2013 was derived from the audited financial statements as of that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2013. | |||
B. | Inventories | ||
Inventories are stated at the lower of cost or market value. | |||
Cost is determined as follows: | |||
With respect to raw materials, the Company calculates cost using the average cost method. | |||
With respect to work in process, the Company calculates the cost on the basis of the average direct manufacturing costs, including materials, labor and other direct manufacturing costs. | |||
The Company evaluates its ability to realize the value of its inventory based on a combination of factors including the following: historical usage rates, forecasted sales or usage, product end of life dates, estimated current and future market values and new product introductions. Purchasing requirements and alternative usage are explored within these processes to mitigate inventory exposure. In addition, inventory reserve is provided for slow-moving items. If recorded, the reserves are intended to reduce the carrying value of inventory to its net realizable value. To date, the Company has not recorded any reserve with respect to its inventory. | |||
C. | Revenue recognition | ||
Revenues are recognized in accordance with ASC 605, "Revenue Recognition" and SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”, when delivery has occurred, persuasive evidence of an agreement exists, the fee is fixed and determinable, collectability is reasonably assured and no further obligations exist. Provisions are made at the time of revenue recognition for any applicable warranty cost expected to be incurred. | |||
The Company derives its revenues from sales of its GlucoTrack® model DF-F glucose monitoring device to distributors. The Company's products sold through agreements with distributors are generally non-exchangeable, non-refundable and non-returnable and the distributors generally are not entitled to any rights of price protection or stock rotation. Accordingly, the Company considers all the distributors as end-users for revenue recognition purposes. | |||
D. | Warrants with Down-Round Protection | ||
The Company has determined its derivative warrant liability to be a Level 3 fair value measurement and has used the binomial pricing model to calculate its fair value. Because the warrants contain a price protection feature (i.e., a feature providing that, upon the issuance of equity or equity linked securities at an effective price per share that is lower than the exercise price of the warrants, the exercise price of the warrants will be adjusted to such lower price), the probability that the exercise price of the warrants would decrease as the stock price decreases was incorporated into the valuation calculations. The key inputs used in the fair value calculations were as follows: | |||
30-Sep-14 | |||
Dividend yield (%) | - | ||
Expected volatility (%) (*) | 105.14 | ||
Risk free interest rate (%) | 1.14 | ||
Expected term of options (years) (**) | 3.45 | ||
Exercise price (US dollars) (***) | 5.8 | ||
Common Stock price, per share (US dollars) (****) | 2.31 | ||
Fair value per Warrant with down-round protection (US dollars) | 1.19 | ||
(*) | Due to the very low trading volume of the Company's Common Stock, the expected volatility was based on the historical volatility of the share price of other | ||
(**) | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with Staff Accounting Bulletin No. 110. | ||
(***) | As a result of the issuance of the Series B Units, pursuant to the terms of the Series A Warrants, on August 29, 2014, the exercise price per share of the Series A Warrants decreased from $6.96 per share to $5.80 per share and the number of shares of Common Stock issuable upon exercise of each such warrant, in the aggregate, increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, will be equal to the aggregate exercise price prior to such adjustment. | ||
(****) | The Common Stock price, per share reflects the Company's management's estimation of the fair value per share of Common Stock as of September 30, 2014. In reaching its estimation, management considered, among other things, a valuation report prepared by a third-party valuation firm following the issuance of the Series B Units (See Note 1B and Note 3). | ||
E. | Recently issued accounting pronouncements | ||
1. | ASC Topic 830, “Foreign Currency Matters" | ||
Effective January 1, 2014, the Group adopted Accounting Standards Update 2013-5, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity ("ASU 2013-5"). | |||
ASU 2013-5 clarifies among other things that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in-substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. | |||
For public companies, the amendments in ASU 2013-5 became effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. | |||
The adoption of ASU 2013-5 did not have a material impact on the Group's consolidated results of operations and financial condition. | |||
2. | ASC Topic 915, "Development Stage Entities" | ||
On June 10, 2014, the FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements (which includes an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation) (ASU 2014-10). The amendments in ASU 2014-10 remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification. In addition, ASU 2014-10 amends the disclosures required in Topic 275, Risks and Uncertainties, to illustrate relevant disclosures about the risks and uncertainties related to current activities of an entity that has not begun planned principal operations. Also, ASU 2014-10, removes an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity. | |||
Under current U.S. GAAP, a development stage entity is defined as an entity that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. Currently, U.S. GAAP requires that a development stage entity present the same basic financial statements and apply the same recognition and measurement rules as established companies and in addition, present inception-to-date information about income statement line items, cash flows, and equity transactions. | |||
E. | Recently issued accounting pronouncements (cont.) | ||
2. | ASC Topic 915, "Development Stage Entities" (cont.) | ||
The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein (fiscal 2015 for the Company). For public business entities, the amendment eliminating the exception to the sufficiency-of-equity-at-risk criterion for development stage entities should be applied retrospectively for annual reporting periods beginning after December 15, 2015, and interim periods therein. | |||
Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has not yet adopted ASU-2014-10. | |||
Other than the elimination of the inception-to-date information and other disclosure requirements of Topic 915, the adoption of ASU 2014-10 is not expected to have a material impact on the financial position or results of operations of the Company. | |||
3. | Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” | ||
In May 2014, the FASB issued Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). | |||
ASU 2014-09 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 also requires entities to disclose sufficient information, both quantitative and qualitative, to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. | |||
An entity should apply the amendments in this ASU using one of the following two methods: 1. Retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. | |||
For a public entity, the amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period (the first quarter of fiscal year 2017 for the Company). Early application is not permitted. | |||
The Company is in the process of assessing the impact, if any, of ASU 2014-09 on its consolidated financial statements. | |||
E. | Recently issued accounting pronouncements (cont.) | ||
4 | Accounting Standards Update 2014-15, “Presentation of Financial Statements—Going Concern” | ||
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). | |||
ASU 2014-15 provide guidance on management's responsibility in evaluating whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). | |||
ASU 2014-15 also provide guidance related to the required disclosures as a result of management evaluation. | |||
The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. | |||
The Company is in the process of assessing the impact, if any, of ASU 2014-15 on its consolidated financial statements or related disclosures. |
EVENTS_DURING_THE_REPORTED_PER
EVENTS DURING THE REPORTED PERIOD | 9 Months Ended |
Sep. 30, 2014 | |
EVENTS DURING THE REPORTED PERIOD [Abstract] | ' |
EVENTS DURING THE REPORTED PERIOD | ' |
NOTE 3 – EVENTS DURING THE REPORTED PERIOD | |
During August and September of 2014, the Company received approximately $5.6 million in gross proceeds from the issuance of 5,577.6 Series B Units (See Note 1B). After giving effect to the payment of commissions to the placement agent for the offering and the payment of certain offering expenses, the Company received net proceeds from the offering of approximately $4.8 million. | |
Pursuant to a placement agent agreement (the “Placement Agent Agreement”) with the placement agent for the Offering (the “Placement Agent”), at the closing of the sale of the Units the Company paid the Placement Agent, as a commission, an amount equal to 7% of the aggregate sales price of the Units, plus 3% of the aggregate sales price as a management fee plus a non-accountable expense allowance equal to 3% of the aggregate sales price of the Units. In addition, pursuant to the Placement Agent Agreement, the Company is required to issue to the Placement Agent:(a) 5 year warrants to purchase up to 192,336 shares of Common Stock at an exercise price of $5.80 per share and (b) 5 year warrants to purchase up to 96,168 shares of Common Stock at an exercise price of $10.00 per share. The terms of the Placement Agent warrants will be substantially similar to the terms of the Series B Warrants (described below) except that the Placement Agent warrants may also be exercisable on a cashless basis at all times. | |
Holders of Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5% per annum, based on the stated value per share of Series B Preferred Stock. Dividends on the Series B Preferred Stock are payable quarterly on March 31, June 30, September 30 and December 31 of each year, beginning on September 30, 2014, and on each conversion date (with respect to the shares of Series B Preferred Stock being converted). For so long as required under the terms of the Certificate of Designations for the Company's outstanding Series A Preferred Stock, dividends will be payable only in shares of Common Stock. Thereafter, dividends on the Series B Preferred Stock will be payable, at the option of the Company, in cash and/or, if certain conditions are satisfied, shares of Common Stock or a combination of both. Shares of Common Stock issued as payment of dividends will be valued at the lower of (a) the then current conversion price of the Series B Preferred Stock or (b) the average of the volume weighted average price for the Common Stock on the principal trading market therefor for the 10 trading days immediately prior to the applicable dividend payment date. The Company will incur a late fee of 9% per annum, payable in cash, on dividends that are not paid within three trading days of the applicable dividend payment date. | |
Subject to certain ownership limitations described below, the Series B Preferred Stock is convertible at the option of the holder at any time and from time to time into shares of Common Stock at a conversion price of $5.80 per share (calculated by dividing the stated value per share of Series B Preferred Stock, which is initially $1,000, by the conversion price per share). The conversion price of the Series B Preferred Stock is subject to adjustment for certain issuances of Common Stock or other securities of the Company at an effective price per share that is lower than the conversion price then in effect, as well as for stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. In addition, the holders of Series B Preferred Stock will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Company pro rata to the holders of Common Stock to the same extent as if such holders of Series B Preferred Stock had converted all of their shares of Series B Preferred Stock prior to such distribution. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations of the Company, the holders of Series B Preferred Stock will be entitled to receive, upon conversion of their shares of Series B Preferred Stock, any securities or other consideration received by the holders of the Common Stock pursuant to the fundamental transaction. | |
Subject to certain conditions contained in the Certificate of Designations, Preferences and Rights relating to the Series B Preferred Stock, the Company will have the option to force the conversion of the Series B Preferred Stock (in whole or in part) if (a) the volume weighted average price for the Common Stock on its principal trading market exceeds $10.00 for each of any 20 trading days during any 30 consecutive Trading Day period and the average daily dollar trading value for the Common Stock during such 30 day period exceeds $50,000 or (b) the Company receives approval to list the Common Stock on a national securities exchange. | |
Subject to any limitations under the terms of the Certificate of Designations for the Company's outstanding Series A Preferred Stock, the Company may become obligated to redeem the Series B Preferred Stock in cash upon the occurrence of certain triggering events, including, among others, a material breach by the Company of certain contractual obligations to the holders of the Series B Preferred Stock, the occurrence of a change in control of the Company, the occurrence of certain insolvency events relating to the Company, or the failure of the Common Stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or a regulated quotation service. In addition, upon the occurrence of certain triggering events, each holder of Series B Preferred Stock will have the option to require the Company to redeem such holder's shares of Series B Preferred Stock for a redemption price payable in shares of Common Stock or receive an increased dividend rate of 9% on all of such holder's outstanding Series B Preferred Stock. | |
Subject to the beneficial ownership limitation described below, holders of Series B Preferred Stock will vote together with the holders of Common Stock and Series A Preferred Stock on an as-converted basis. Holders will not be permitted to convert their Series B Preferred Stock if such conversion would cause such holder to beneficially own more than 4.99% of the outstanding Common Stock (subject to increase to 9.99%, at the option of the holder, upon no less than 61 days prior written notice to the Company) (the “Beneficial Ownership Limitation”). In addition, no holder may vote any shares of Series B Preferred Stock (on an as converted to Common Stock basis) in excess of the Beneficial Ownership Limitation. | |
Subject to certain limitations, so long as any Purchaser holds any shares of Series B Preferred Stock, if (a) the Company sells any shares of Common Stock or other securities convertible into, or rights to acquire, Common Stock and (b) a Purchaser then holding Series B Preferred Stock, Series B Warrants, Conversion Shares or Warrant Shares (defined below) reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to the purchaser in such subsequent sale of securities than are the terms and conditions granted to such Purchaser, then the Purchaser will be permitted to require the Company to amend the terms of this transaction (only with respect to such Purchaser) so as to match the terms of the subsequent issuance (including, for the avoidance of doubt, any terms and provisions that are or may be less favorable to such Purchaser). | |
Pursuant to Section 4.15 of the Securities Purchase Agreement, dated March 13, 2013, relating to the issuance by the Company of Units (the “Series A Units”) consisting of shares of Series A Preferred Stock and Series A Warrants, the Company was required to and did notify the holders of the Series A Preferred Stock of the closing of the sale of the Series B Units, and following receipt thereof such holders of Series A Preferred Stock were entitled to elect to amend the terms of their purchase of Series A Units to match the terms of the Series B Units. To the extent any holder entitled to do so makes such election, the Company will be obligated to amend the terms of such holder's Series A Units to match the terms of the Series B Units. | |
The Series B Warrants have a five-year term commencing on the closing dates, as applicable. Until the end of the term, the Series B Warrants will be exercisable at any time and from time to time at an exercise price of $5.80 per share (with respect to the Series B-1 Warrants) or $10.00 per share (with respect to the Series B-2 Warrants). The Series B Warrants contain adjustment provisions substantially similar to those of the Series B Preferred Stock as described above, except that the Series B Warrants shall not include dilution protection for issuances of securities at an effective price per share lower than the conversion price of such Series B Warrants. No holder may exercise its Series B Warrants in excess of the Beneficial Ownership Limitation. |
INVENTORIES
INVENTORIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
NOTE 4 – INVENTORIES | |||||||||
US dollars | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | 69,749 | - | |||||||
Work in process | 64,620 | - | |||||||
134,369 | - |
FINANCING_INCOME_EXPENSES_NET
FINANCING (INCOME) EXPENSES, NET | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
FINANCING (INCOME) EXPENSES, NET [Abstract] | ' | ||||||||||||||||||||
FINANCING (INCOME) EXPENSES, NET | ' | ||||||||||||||||||||
NOTE 5 – FINANCING (INCOME) EXPENSES, NET | |||||||||||||||||||||
US dollars | |||||||||||||||||||||
Nine month period | Three month period | Cumulative period from September 30, 2001 (date of inception) through September 30, | |||||||||||||||||||
ended September 30, | ended September 30, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | |||||||||||||||||
(unaudited) | |||||||||||||||||||||
Israeli CPI linkage difference on principal of loans from stockholders | 666 | 14,903 | 2,024 | 3,336 | 201,946 | ||||||||||||||||
Exchange rate differences | (3,724 | ) | 92,025 | - | 30,525 | 343,135 | |||||||||||||||
Warrants with down round protection | (6,384,895 | ) | (141,357 | ) | (91,190 | ) | (72,714 | ) | (169,545 | ) | |||||||||||
Issuance cost allocated to warrants with down-round protection | 40,555 | 390,928 | 40,555 | - | 431,483 | ||||||||||||||||
Stock-based interest compensation to holders of convertible notes | - | - | - | - | 1,214,943 | ||||||||||||||||
Interest expenses on credit from banks and other | (8,243 | ) | 16,547 | (12,509 | ) | 11,325 | (9,764 | ) | |||||||||||||
Interest expenses and other, related to convertible notes | - | - | - | - | 200,812 | ||||||||||||||||
(6,355,641 | ) | 373,046 | (61,120 | ) | (27,528 | ) | 2,213,010 |
INCOME_LOSS_PER_SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
INCOME (LOSS) PER SHARE [Abstract] | ' | ||||||||||||||||
INCOME (LOSS) PER SHARE | ' | ||||||||||||||||
NOTE 6 – INCOME (LOSS) PER SHARE | |||||||||||||||||
Basic income (loss) per share is computed by dividing net income (loss) for the period after consideration of the effect of dividend on preferred stock by the weighted average number of shares outstanding during the period. | |||||||||||||||||
The income (loss) and the weighted average number of shares used in computing basic and diluted income (loss) per share for the nine and three month periods ended September 30, 2014 and 2013 are as follows: | |||||||||||||||||
US dollars | US dollars | ||||||||||||||||
Nine month period | Three month period | ||||||||||||||||
ended September 30, | ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(unaudited) | (unaudited) | ||||||||||||||||
Income (loss) for the period | 3,755,438 | (2,620,060 | ) | (769,571 | ) | (699,868 | ) | ||||||||||
Cash dividend on Series A Preferred Stock | (277,852 | ) | (193,666 | ) | (92,589 | ) | (90,847 | ) | |||||||||
Stock dividend on Series B Preferred Stock | (5,912 | ) | - | (5,912 | ) | - | |||||||||||
Income attributable to participating securities (Preferred Stock) | (701,171 | ) | - | - | - | ||||||||||||
Income (loss) for the period attributable to common stockholders | 2,770,503 | (2,813,726 | ) | (868,072 | ) | (790,715 | ) | ||||||||||
Number of shares | Number of shares | ||||||||||||||||
Nine month period | Three month period | ||||||||||||||||
ended September 30, | ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Number of shares: | |||||||||||||||||
Common shares used in computing Basic income (loss) per share | 5,303,721 | 5,341,551 | 5,304,100 | 5,299,927 | |||||||||||||
Common shares used in computing Diluted income (loss) per share (*) | 5,352,039 | 5,341,551 | 5,304,100 | 5,299,927 | |||||||||||||
Total weighted average number of common shares related to outstanding convertible Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share (**) | 3,574,815 | 2,567,368 | 4,160,346 | 3,449,035 | |||||||||||||
(*) | In applying the treasury method, the average market price of Common Stock was based on management estimate (see Note 2D, above). | ||||||||||||||||
(**) | The Company excludes from the calculation of diluted income (loss) per share, shares that will be issued upon the exercise of options and warrants with exercise prices, that are greater than the estimated average market value of the Company's Common Stock and shares issuable upon conversion of Preferred Stock because their effect would be anti-dilutive. | ||||||||||||||||
Outstanding shares that will be issued upon conversion or exercise, as applicable, of all convertible Preferred Stock, stock options and warrants, have been excluded from the calculation of the diluted net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was anti-dilutive. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
SUBSEQUENT EVENT [Abstract] | ' |
SUBSEQUENT EVENT | ' |
NOTE 7 – SUBSEQUENT EVENTS | |
On October 31, 2014, the Company received net proceeds of approximately $1.0 million (after related cash expenses) from the issuance of 1,274.95 Series B Units. The shares of Series B Preferred Stock included in the Series B Units are convertible into an aggregate of 219,829 shares of Common Stock, and the Warrants included in the Series B Units are exercisable for an aggregate of 439,658 shares of Common Stock, in each case subject to adjustment in certain cases (See Note 3). Pursuant to the Placement Agent Agreement, the Company is required to issue to the Placement Agent: (a) 5 year warrants to purchase up to 43,966 shares of Common Stock at an exercise price of $5.80 per share and (b) 5 year warrants to purchase up to 21,983 shares of Common Stock at an exercise price of $10.00 per share. The terms of the Placement Agent warrants will be substantially similar to the terms of the Series B Warrants except that the Placement Agent warrants may also be exercisable on a cashless basis at all times. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended | ||
Sep. 30, 2014 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||
Basis of presentation | ' | ||
A. | Basis of presentation | ||
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. | |||
In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments necessary (consisting of normal recurring adjustments) for a fair presentation of the Company's financial position at September 30, 2014 and the results of its operations and cash flow for each of the nine and three month periods then ended. | |||
Interim financial statements are prepared on a basis consistent with the Company's annual financial statements. For a description of the significant accounting policies, other than the additional policies described in paragraphs B-C below, refer to the Company's annual report on Form 10-K for the year ended December 31, 2013. Results of operations for the nine and three month periods ended September 30, 2014 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2014. | |||
The consolidated balance sheet as of December 31, 2013 was derived from the audited financial statements as of that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2013. | |||
Inventories | ' | ||
B. | Inventories | ||
Inventories are stated at the lower of cost or market value. | |||
Cost is determined as follows: | |||
With respect to raw materials, the Company calculates cost using the average cost method. | |||
With respect to work in process, the Company calculates the cost on the basis of the average direct manufacturing costs, including materials, labor and other direct manufacturing costs. | |||
The Company evaluates its ability to realize the value of its inventory based on a combination of factors including the following: historical usage rates, forecasted sales or usage, product end of life dates, estimated current and future market values and new product introductions. Purchasing requirements and alternative usage are explored within these processes to mitigate inventory exposure. In addition, inventory reserve is provided for slow-moving items. If recorded, the reserves are intended to reduce the carrying value of inventory to its net realizable value. To date, the Company has not recorded any reserve with respect to its inventory. | |||
Revenue recognition | ' | ||
C. | Revenue recognition | ||
Revenues are recognized in accordance with ASC 605, "Revenue Recognition" and SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”, when delivery has occurred, persuasive evidence of an agreement exists, the fee is fixed and determinable, collectability is reasonably assured and no further obligations exist. Provisions are made at the time of revenue recognition for any applicable warranty cost expected to be incurred. | |||
The Company derives its revenues from sales of its GlucoTrack® model DF-F glucose monitoring device to distributors. The Company's products sold through agreements with distributors are generally non-exchangeable, non-refundable and non-returnable and the distributors generally are not entitled to any rights of price protection or stock rotation. Accordingly, the Company considers all the distributors as end-users for revenue recognition purposes. | |||
Warrants with Down-Round Protection | ' | ||
D. | Warrants with Down-Round Protection | ||
The Company has determined its derivative warrant liability to be a Level 3 fair value measurement and has used the binomial pricing model to calculate its fair value. Because the warrants contain a price protection feature (i.e., a feature providing that, upon the issuance of equity or equity linked securities at an effective price per share that is lower than the exercise price of the warrants, the exercise price of the warrants will be adjusted to such lower price), the probability that the exercise price of the warrants would decrease as the stock price decreases was incorporated into the valuation calculations. The key inputs used in the fair value calculations were as follows: | |||
30-Sep-14 | |||
Dividend yield (%) | - | ||
Expected volatility (%) (*) | 105.14 | ||
Risk free interest rate (%) | 1.14 | ||
Expected term of options (years) (**) | 3.45 | ||
Exercise price (US dollars) (***) | 5.8 | ||
Common Stock price, per share (US dollars) (****) | 2.31 | ||
Fair value per Warrant with down-round protection (US dollars) | 1.19 | ||
(*) | Due to the very low trading volume of the Company's Common Stock, the expected volatility was based on the historical volatility of the share price of other | ||
(**) | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with Staff Accounting Bulletin No. 110. | ||
(***) | As a result of the issuance of the Series B Units, pursuant to the terms of the Series A Warrants, on August 29, 2014, the exercise price per share of the Series A Warrants decreased from $6.96 per share to $5.80 per share and the number of shares of Common Stock issuable upon exercise of each such warrant, in the aggregate, increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, will be equal to the aggregate exercise price prior to such adjustment. | ||
(****) | The Common Stock price, per share reflects the Company's management's estimation of the fair value per share of Common Stock as of September 30, 2014. In reaching its estimation, management considered, among other things, a valuation report prepared by a third-party valuation firm following the issuance of the Series B Units (See Note 1B and Note 3). | ||
Recently issued accounting pronouncements | ' | ||
E. | Recently issued accounting pronouncements | ||
1. | ASC Topic 830, “Foreign Currency Matters" | ||
Effective January 1, 2014, the Group adopted Accounting Standards Update 2013-5, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity ("ASU 2013-5"). | |||
ASU 2013-5 clarifies among other things that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in-substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. | |||
For public companies, the amendments in ASU 2013-5 became effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. | |||
The adoption of ASU 2013-5 did not have a material impact on the Group's consolidated results of operations and financial condition. | |||
2. | ASC Topic 915, "Development Stage Entities" | ||
On June 10, 2014, the FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements (which includes an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation) (ASU 2014-10). The amendments in ASU 2014-10 remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification. In addition, ASU 2014-10 amends the disclosures required in Topic 275, Risks and Uncertainties, to illustrate relevant disclosures about the risks and uncertainties related to current activities of an entity that has not begun planned principal operations. Also, ASU 2014-10, removes an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity. | |||
Under current U.S. GAAP, a development stage entity is defined as an entity that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. Currently, U.S. GAAP requires that a development stage entity present the same basic financial statements and apply the same recognition and measurement rules as established companies and in addition, present inception-to-date information about income statement line items, cash flows, and equity transactions. | |||
E. | Recently issued accounting pronouncements (cont.) | ||
2. | ASC Topic 915, "Development Stage Entities" (cont.) | ||
The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein (fiscal 2015 for the Company). For public business entities, the amendment eliminating the exception to the sufficiency-of-equity-at-risk criterion for development stage entities should be applied retrospectively for annual reporting periods beginning after December 15, 2015, and interim periods therein. | |||
Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has not yet adopted ASU-2014-10. | |||
Other than the elimination of the inception-to-date information and other disclosure requirements of Topic 915, the adoption of ASU 2014-10 is not expected to have a material impact on the financial position or results of operations of the Company. | |||
3. | Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” | ||
In May 2014, the FASB issued Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). | |||
ASU 2014-09 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 also requires entities to disclose sufficient information, both quantitative and qualitative, to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. | |||
An entity should apply the amendments in this ASU using one of the following two methods: 1. Retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. | |||
For a public entity, the amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period (the first quarter of fiscal year 2017 for the Company). Early application is not permitted. | |||
The Company is in the process of assessing the impact, if any, of ASU 2014-09 on its consolidated financial statements. | |||
E. | Recently issued accounting pronouncements (cont.) | ||
4 | Accounting Standards Update 2014-15, “Presentation of Financial Statements—Going Concern” | ||
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). | |||
ASU 2014-15 provide guidance on management's responsibility in evaluating whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). | |||
ASU 2014-15 also provide guidance related to the required disclosures as a result of management evaluation. | |||
The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. | |||
The Company is in the process of assessing the impact, if any, of ASU 2014-15 on its consolidated financial statements or related disclosures. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||
Sep. 30, 2014 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||
Schedule of Fair Value Assumptions Used | ' | ||
30-Sep-14 | |||
Dividend yield (%) | - | ||
Expected volatility (%) (*) | 105.14 | ||
Risk free interest rate (%) | 1.14 | ||
Expected term of options (years) (**) | 3.45 | ||
Exercise price (US dollars) (***) | 5.8 | ||
Common Stock price, per share (US dollars) (****) | 2.31 | ||
Fair value per Warrant with down-round protection (US dollars) | 1.19 | ||
(*) | Due to the very low trading volume of the Company's Common Stock, the expected volatility was based on the historical volatility of the share price of other | ||
(**) | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with Staff Accounting Bulletin No. 110. | ||
(***) | As a result of the issuance of the Series B Units, pursuant to the terms of the Series A Warrants, on August 29, 2014, the exercise price per share of the Series A Warrants decreased from $6.96 per share to $5.80 per share and the number of shares of Common Stock issuable upon exercise of each such warrant, in the aggregate, increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, will be equal to the aggregate exercise price prior to such adjustment. | ||
(****) | The Common Stock price, per share reflects the Company's management's estimation of the fair value per share of Common Stock as of September 30, 2014. In reaching its estimation, management considered, among other things, a valuation report prepared by a third-party valuation firm following the issuance of the Series B Units (See Note 1B and Note 3). |
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
US dollars | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | 69,749 | - | |||||||
Work in process | 64,620 | - | |||||||
134,369 | - |
FINANCING_INCOME_EXPENSES_NET_
FINANCING (INCOME) EXPENSES, NET (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
FINANCING (INCOME) EXPENSES, NET [Abstract] | ' | ||||||||||||||||||||
Schedule of Financing (Income) Expenses, Net | ' | ||||||||||||||||||||
US dollars | |||||||||||||||||||||
Nine month period | Three month period | Cumulative period from September 30, 2001 (date of inception) through September 30, | |||||||||||||||||||
ended September 30, | ended September 30, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | |||||||||||||||||
(unaudited) | |||||||||||||||||||||
Israeli CPI linkage difference on principal of loans from stockholders | 666 | 14,903 | 2,024 | 3,336 | 201,946 | ||||||||||||||||
Exchange rate differences | (3,724 | ) | 92,025 | - | 30,525 | 343,135 | |||||||||||||||
Warrants with down round protection | (6,384,895 | ) | (141,357 | ) | (91,190 | ) | (72,714 | ) | (169,545 | ) | |||||||||||
Issuance cost allocated to warrants with down-round protection | 40,555 | 390,928 | 40,555 | - | 431,483 | ||||||||||||||||
Stock-based interest compensation to holders of convertible notes | - | - | - | - | 1,214,943 | ||||||||||||||||
Interest expenses on credit from banks and other | (8,243 | ) | 16,547 | (12,509 | ) | 11,325 | (9,764 | ) | |||||||||||||
Interest expenses and other, related to convertible notes | - | - | - | - | 200,812 | ||||||||||||||||
(6,355,641 | ) | 373,046 | (61,120 | ) | (27,528 | ) | 2,213,010 |
INCOME_LOSS_PER_SHARE_Tables
INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
INCOME (LOSS) PER SHARE [Abstract] | ' | ||||||||||||||||
Schedule of Loss and Weighted Average Number of Shares | ' | ||||||||||||||||
US dollars | US dollars | ||||||||||||||||
Nine month period | Three month period | ||||||||||||||||
ended September 30, | ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(unaudited) | (unaudited) | ||||||||||||||||
Income (loss) for the period | 3,755,438 | (2,620,060 | ) | (769,571 | ) | (699,868 | ) | ||||||||||
Cash dividend on Series A Preferred Stock | (277,852 | ) | (193,666 | ) | (92,589 | ) | (90,847 | ) | |||||||||
Stock dividend on Series B Preferred Stock | (5,912 | ) | - | (5,912 | ) | - | |||||||||||
Income attributable to participating securities (Preferred Stock) | (701,171 | ) | - | - | - | ||||||||||||
Income (loss) for the period attributable to common stockholders | 2,770,503 | (2,813,726 | ) | (868,072 | ) | (790,715 | ) | ||||||||||
Number of shares | Number of shares | ||||||||||||||||
Nine month period | Three month period | ||||||||||||||||
ended September 30, | ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Number of shares: | |||||||||||||||||
Common shares used in computing Basic income (loss) per share | 5,303,721 | 5,341,551 | 5,304,100 | 5,299,927 | |||||||||||||
Common shares used in computing Diluted income (loss) per share (*) | 5,352,039 | 5,341,551 | 5,304,100 | 5,299,927 | |||||||||||||
Total weighted average number of common shares related to outstanding convertible Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share (**) | 3,574,815 | 2,567,368 | 4,160,346 | 3,449,035 | |||||||||||||
(*) | In applying the treasury method, the average market price of Common Stock was based on management estimate (see Note 2D, above). | ||||||||||||||||
(**) | The Company excludes from the calculation of diluted income (loss) per share, shares that will be issued upon the exercise of options and warrants with exercise prices, that are greater than the estimated average market value of the Company's Common Stock and shares issuable upon conversion of Preferred Stock because their effect would be anti-dilutive. | ||||||||||||||||
Outstanding shares that will be issued upon conversion or exercise, as applicable, of all convertible Preferred Stock, stock options and warrants, have been excluded from the calculation of the diluted net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was anti-dilutive. | |||||||||||||||||
Schedule of Loss and the Weighted Average Number of Shares Used In Computing Basic and Diluted Loss Per Share | ' | ||||||||||||||||
Number of shares | Number of shares | ||||||||||||||||
Nine month period | Three month period | ||||||||||||||||
ended September 30, | ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Number of shares: | |||||||||||||||||
Common shares used in computing Basic income (loss) per share | 5,303,721 | 5,341,551 | 5,304,100 | 5,299,927 | |||||||||||||
Common shares used in computing Diluted income (loss) per share (*) | 5,352,039 | 5,341,551 | 5,304,100 | 5,299,927 | |||||||||||||
Total weighted average number of common shares related to outstanding convertible Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share (**) | 3,574,815 | 2,567,368 | 4,160,346 | 3,449,035 | |||||||||||||
(*) | In applying the treasury method, the average market price of Common Stock was based on management estimate (see Note 2D, above). | ||||||||||||||||
(**) | The Company excludes from the calculation of diluted income (loss) per share, shares that will be issued upon the exercise of options and warrants with exercise prices, that are greater than the estimated average market value of the Company's Common Stock and shares issuable upon conversion of Preferred Stock because their effect would be anti-dilutive. | ||||||||||||||||
Outstanding shares that will be issued upon conversion or exercise, as applicable, of all convertible Preferred Stock, stock options and warrants, have been excluded from the calculation of the diluted net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was anti-dilutive. |
GENERAL_Details
GENERAL (Details) (USD $) | 2 Months Ended | 9 Months Ended | 12 Months Ended | 156 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2004 | Dec. 31, 2003 | Dec. 31, 2002 | Sep. 29, 2001 | |
GENERAL [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the development stage | ($22,181,516) | ($22,181,516) | ' | ($25,653,190) | ' | ' | ($22,181,516) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' deficit | -4,913,731 | -4,913,731 | ' | -11,063,118 | -503,069 | 968,239 | -4,913,731 | 598,139 | -775,742 | 49,750 | 542,217 | 1,776,235 | -270,063 | -487,627 | -388,181 | -22,856 | ' |
Cumulative operating cash flow | ' | -2,419,839 | -2,282,455 | ' | ' | ' | -17,211,666 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of Common Stock, net of cash issuance expenses | ' | ' | ' | ' | 1,000,000 | 2,400,000 | 11,323,559 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible preferred stock and warrants | $4,800,000 | ' | ' | $5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series B Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares convertible into | ' | 961,676 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value per share | $0.00 | $0.00 | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend rate | ' | 5.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price | $5.80 | $5.80 | ' | ' | ' | ' | $5.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series B-1 Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price | $5.80 | $5.80 | ' | ' | ' | ' | $5.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants term | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series B-2 Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price | $10 | $10 | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants term | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series B-1 and Series B-2 Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares covered by warrants | 1,923,352 | 1,923,352 | ' | ' | ' | ' | 1,923,352 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Jun. 30, 2014 | ||
Common Stock [Member] | ' | ' | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | |
Share price | $2.31 | [1] | ' |
Warrant [Member] | ' | ' | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | |
Dividend yield | ' | ' | |
Expected volatility | 105.14% | [2] | ' |
Risk free interest rate | 1.14% | ' | |
Expected term of options | '3 years 5 months 12 days | [3] | ' |
Exercise price | $5.80 | [4] | $6.96 |
Fair value per Warrant with down-round protection | $1.19 | ' | |
[1] | The Common Stock price, per share reflects the Company's management's estimation of the fair value per share of Common Stock as of September 30, 2014. In reaching its estimation, management considered, among other things, a valuation report prepared by a third-party valuation firm following the issuance of the Series B Units (See Note 1B and Note 3). | ||
[2] | Due to the very low trading volume of the Company's Common Stock, the expected volatility was based on the historical volatility of the share price of other | ||
[3] | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with Staff Accounting Bulletin No. 110. | ||
[4] | As a result of the issuance of the Series B Units, pursuant to the terms of the Series A Warrants, on August 29, 2014, the exercise price per share of the Series A Warrants decreased from $6.96 per share to $5.80 per share and the number of shares of Common Stock issuable upon exercise of each such warrant, in the aggregate, increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, will be equal to the aggregate exercise price prior to such adjustment. |
EVENTS_DURING_THE_REPORTED_PER1
EVENTS DURING THE REPORTED PERIOD (Details) (USD $) | 2 Months Ended | 12 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Registration Payment Commission Rate [Member] | Registration Payment Arrangement Management Fee [Member] | Registration Payment Arrangement Expense Allowance [Member] | Placement Agent Warrants A [Member] | Placement Agent Warrants B [Member] | Series B-1 Warrants [Member] | Series B-2 Warrants [Member] | Series B Preferred Stock [Member] | |||
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units sold | 5,577.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares convertible into | ' | ' | ' | ' | ' | ' | ' | ' | ' | 961,676 |
Number of shares covered by warrants | ' | ' | ' | ' | ' | 192,336 | 96,168 | ' | ' | ' |
Warrants term | ' | ' | ' | ' | ' | '5 years | '5 years | '5 years | '5 years | ' |
Warrant exercise price | ' | ' | ' | ' | ' | $5.80 | $10 | $5.80 | $10 | ' |
Proceeds from convertible preferred stock and warrants | $4,800,000 | $5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of units issued | 5,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commission fee percentage | ' | ' | 7.00% | 3.00% | 3.00% | ' | ' | ' | ' | ' |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.80 |
Dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.50% |
Convertible preferred stock, stated value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 |
Dividend late fee rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% |
Convertible preferred stock, stock price trigger | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 |
Convertible preferred stock, trading volume trigger | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 |
Convertible preferred stock, maximum beneficial ownership | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% |
Convertible preferred stock, maximum beneficial ownership, subject to term | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.99% |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
INVENTORIES [Abstract] | ' | ' |
Raw materials | $69,749 | ' |
Work in process | 64,620 | ' |
Total | $134,369 | ' |
FINANCING_INCOME_EXPENSES_NET_1
FINANCING (INCOME) EXPENSES, NET (Details) (USD $) | 3 Months Ended | 9 Months Ended | 156 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
FINANCING (INCOME) EXPENSES, NET [Abstract] | ' | ' | ' | ' | ' |
Israeli CPI linkage difference on principal of loans from stockholders | $2,024 | $3,336 | $666 | $14,903 | $201,946 |
Exchange rate differences | ' | 30,525 | -3,724 | 92,025 | 343,135 |
Warrants with down-round protection | -91,190 | -72,714 | -6,384,895 | -141,357 | -169,545 |
Issuance cost allocated to warrants with down-round protection | 40,555 | ' | 40,555 | 390,928 | 431,483 |
Stock-based interest compensation to holders of convertible notes | ' | ' | ' | ' | 1,214,943 |
Interest expenses on credit from banks and other | -12,509 | 11,325 | -8,243 | 16,547 | -9,764 |
Interest expenses and other, related to convertible notes | ' | ' | ' | ' | 200,812 |
Financing expenses, net | ($61,120) | ($27,528) | ($6,355,641) | $373,046 | $2,213,010 |
INCOME_LOSS_PER_SHARE_Details
INCOME (LOSS) PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | 156 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2004 | Dec. 31, 2003 | Dec. 31, 2002 | Sep. 30, 2014 | |||||
Income (loss) for the period | ($769,571) | ($699,868) | $3,755,438 | ($2,620,060) | ($9,796,853) | ($2,772,307) | ($2,364,339) | ($2,788,446) | ($1,202,296) | ($1,528,981) | ($1,593,205) | ($1,282,842) | ($1,055,594) | ($288,233) | ($350,290) | ($63,293) | ($21,331,241) | ||||
Income attributable to participating securities (Preferred Stock) | ' | ' | -701,171 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Income (loss) for the period attributable to common stockholders | -868,072 | -790,715 | 2,770,503 | -2,813,726 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of shares: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Common shares used in computing Basic income (loss) per share | 5,304,100 | 5,299,927 | 5,303,721 | 5,341,551 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Common shares used in computing Diluted income (loss) per share | 5,304,100 | 5,299,927 | 5,352,039 | 5,341,551 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total weighted average number of common shares related to outstanding convertible Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share | 4,160,346 | [1] | 3,449,035 | [1] | 3,574,815 | [1] | 2,567,368 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Dividend on Preferred Stock | -92,589 | -90,847 | -277,852 | -193,666 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Series B Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Dividend on Preferred Stock | ($5,912) | ' | ($5,912) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | The Company excludes from the calculation of diluted income (loss) per share, shares that will be issued upon the exercise of options and warrants with exercise prices, that are greater than the estimated average market value of the Company's Common Stock and shares issuable upon conversion of Preferred Stock because their effect would be anti-dilutive. |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 2 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 |
Series B Preferred Stock [Member] | Series B-1 and Series B-2 Warrants [Member] | Series B-1 Warrants [Member] | Series B-2 Warrants [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Series B Preferred Stock [Member] | Series B-1 and Series B-2 Warrants [Member] | Series B-1 Warrants [Member] | Series B-2 Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible preferred stock and warrants | $4.80 | $5.30 | ' | ' | ' | ' | $1 | ' | ' | ' | ' |
Number of units sold | 5,577.60 | ' | ' | ' | ' | ' | 1,274.95 | ' | ' | ' | ' |
Shares convertible into | ' | ' | 961,676 | ' | ' | ' | ' | 219,829 | ' | ' | ' |
Number of shares covered by warrants | ' | ' | ' | 1,923,352 | ' | ' | ' | ' | 439,658 | 43,966 | 21,983 |
Warrants term | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | '5 years | '5 years |
Warrant exercise price | ' | ' | ' | ' | $5.80 | $10 | ' | ' | ' | $5.80 | $10 |