GlucoTrack (GCTK) 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 15, 2018
Document And Entity Information
Entity Registrant Name	Integrity Applications, Inc.
Entity Central Index Key	1,506,983
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		7,584,492
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 314,387	$ 53,782
Accounts receivable, net	147,378	121,782
Inventories	934,239	957,349
Other current assets	87,907	94,137
Total current assets	1,483,911	1,227,050
Property and Equipment, Net	198,839	216,746
Long-Term Restricted Cash	39,033	39,562
Funds in Respect of Employee Rights Upon Retirement	183,088	185,570
Total assets	1,904,871	1,668,928
Current Liabilities
Accounts payable	2,468,230	2,419,988
Other current liabilities	1,123,436	1,265,954
Total current liabilities	3,591,666	3,685,942
Long-Term Liabilities
Long-Term Loans from Stockholders	179,423	182,767
Liability for Employee Rights Upon Retirement	183,088	185,570
Warrants with down-round protection	815,899	768,249
Total long-term liabilities	1,178,410	1,136,586
Total liabilities	4,770,076	4,822,528
Temporary Equity
Total temporary equity	13,421,333	13,421,333
Stockholders’ Deficit
Common Stock of $ 0.001 par value (“Common Stock”): 40,000,000 shares authorized as of March 31, 2018 and December 31, 2017; 7,469,604 and 6,821,792 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively	7,532	6,824
Additional paid in capital	33,312,949	30,676,180
Accumulated other comprehensive income	117,979	110,675
Accumulated deficit	(49,724,998)	(47,368,612)
Total stockholders’ deficit	(16,286,538)	(16,574,933)
Total liabilities, temporary equity and stockholders’ deficit	1,904,871	1,668,928
Series A Preferred Stock [Member]
Temporary Equity
Convertible Preferred Stock of $ 0.001 par value (“Preferred Stock”):	221,152	221,152
Series B Preferred Stock [Member]
Temporary Equity
Convertible Preferred Stock of $ 0.001 par value (“Preferred Stock”):	6,715,844	6,715,844
Series C Preferred Stock [Member]
Temporary Equity
Convertible Preferred Stock of $ 0.001 par value (“Preferred Stock”):	$ 6,484,337	$ 6,484,337

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	7,469,604	6,821,792
Common stock, shares outstanding	7,469,604	6,821,792
Series A Preferred Stock [Member]
Convertible preferred stock, shares issued	376	376
Convertible preferred stock, shares outstanding	376	376
Series B Preferred Stock [Member]
Convertible preferred stock, shares issued	15,031	15,031
Convertible preferred stock, shares outstanding	15,031	15,031
Series C Preferred Stock [Member]
Convertible preferred stock, shares issued	12,004	12,004
Convertible preferred stock, shares outstanding	12,004	12,004
Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.001	$ 0.001
Convertible preferred stock, shares authorized	10,000,000	10,000,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues	$ 28,209	$ 96,237
Research and development expenses	592,697	581,539
Selling and marketing expenses	308,637	236,939
General and administrative expenses	1,036,684	1,877,359
Total operating expenses	1,938,018	2,695,837
Operating loss	1,909,809	2,599,600
Financing income, net	62,015	69,275
Loss for the period	1,847,794	2,530,325
Other comprehensive income:
Foreign currency translation income	7,304	32,739
Comprehensive loss for the period	$ 1,840,490	$ 2,497,586
Loss per share (Basic and Diluted)	$ 0.34	$ 0.48
Common shares used in computing loss per share (Basic and Diluted)	7,021,533	6,029,342

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 6,824	$ 30,676,180	$ 110,675	$ (47,368,612)	$ (16,574,933)
Balance, shares at Dec. 31, 2017	6,821,792
Loss for the period of three months				(1,847,794)	(1,847,794)
Other comprehensive income			7,304		7,304
Amounts allocated to Series D-1, D-2 and Series D-3 Warrants, net		716,093			716,093
Stock dividend on Series C Preferred Stock	$ 91	223,642		(223,733)
Stock dividend on Series C Preferred Stock, shares	91,283
Stock dividend on Series B Preferred Stock	$ 114	280,045		(280,159)
Stock dividend on Series B Preferred Stock, shares	114,304
Cash dividend on Series A Preferred Stock				(4,700)	(4,700)
Amounts allocated to issuance of Common Stock from Series D offering	$ 436	855,574			856,010
Amounts allocated to issuance of Common Stock from Series D offering, shares	435,556
Stock-based compensation	$ 67	561,415			561,482
Stock-based compensation, shares	6,669
Balance at Mar. 31, 2018	$ 7,532	$ 33,312,949	$ 117,979	$ (49,724,998)	$ (16,286,538)
Balance, shares at Mar. 31, 2018	7,469,604

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Loss for the period	$ (1,847,794)	$ (2,530,325)
Adjustments to reconcile loss for the period to net cash used in operating activities:
Depreciation	16,138	16,380
Stock-based compensation	561,482	374,180
Change in the fair value of Warrants with down-round protection	(77,947)	(84,099)
Linkage difference on principal of loans from stockholders	(911)	(1,367)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(27,585)	2,255
Decrease in inventory	10,442	78,416
Decrease in other current assets	5,128	190,590
(Decrease) increase in accounts payable	66,355	(129,419)
Increase in other current liabilities	(132,176)	937,276
Net cash used in operating activities	(1,426,868)	(1,146,113)
Cash flows from investing activities:
Purchase of property and equipment	(931)	(1,477)
Net cash used in investing activities	(931)	(1,477)
Cash flows from financing activities
Cash dividend on Series A Preferred Stock
Proceeds allocated to Series C Preferred Stock, net of cash issuance expenses		1,738,259
Proceeds allocated to Series C Warrants, net of cash issuance expenses		860,812
Proceeds allocated to Common Stock from Series D offering, net of cash issuance expenses	924,398
Proceeds allocated to Series D Warrants, net of cash issuance expenses	773,302
Net cash provided by financing activities	1,697,700	2,599,071
Effect of exchange rate changes on cash and cash equivalents	(9,296)	38,686
Increase (decrease) in cash and cash equivalents	260,605	1,490,167
Cash and cash equivalents at beginning of the period	53,782	148,836
Cash and cash equivalents at end of the period	$ 314,387	$ 1,639,003

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2018USD ($)
Cash dividend	$ (4,700)
Fair value of warrants issued as consideration for placement agent services	125,597
Series B Preferred Stock [Member]
Fair value of common stock shares issued	280,159
Series C Preferred Stock [Member]
Fair value of common stock shares issued	223,733
Series A Preferred Stock [Member]
Cash dividend	4,700
Series B and C Preferred Stock [Member]
Stock dividend	$ 503,892
Preferred stock interest rate percentage	9.00%
Series D-1,D-2 and D-3 Warrants [Member]
Direct issuance expenses	$ 57,209
Common Stock [Member]
Cash dividend
Reduction of additional paid in capital	$ 68,388

General

General	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	NOTE 1 – GENERAL 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 became 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. 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 use by people with diabetes. 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 significant revenues from operations, and therefore they are dependent upon external sources for financing their operations. As of March 31, 2018, the Group has incurred accumulated deficit of $49,724,998, stockholder’s deficit of $16,286,538 negative operating cash flows and negative working capital. Management considered the significance of such conditions in relation to the Group’s ability to meet its current and future obligations and determined that these conditions 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 the three months ended March 31, 2018, the Company raised funds in an aggregate amount of approximately $1,697,700 (net of related cash expenses) through the issuance of 435,556 units (the “Series D Units”) each consisting of a) one share of Common Stock, Par Value $0.001 b) a five year warrant to purchase, at an exercise price of $4.50 per share, one share of Common Stock; c) a five year warrant to purchase, at an exercise price of $5.75 per share, one share of Common Stock; and d) a five year warrant to purchase, at an exercise price of $7.75 per share, one share of Common Stock. 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 as a going concern. C. Risk factors As described in Note 1A and Note 1B above, the Group has a limited operating history and faces a number of risks and uncertainties, including risks and uncertainties regarding continuation 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 and the availability of necessary financing. 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 material revenues from its operations to fund its activities and therefore is dependent on the receipt of additional funding from its stockholders and/ or new investors in order to continue its operations. 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 revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated 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 D Units, (iii) the going concern assumptions, (iv) measurement of stock based compensation, and (v) determination of net realizable value of inventory.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of presentation Accounting Principles The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2018. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any future period. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. Significant intercompany balances and transactions have been eliminated in consolidation. B. Warrants with down-round protection The Company has determined its derivative warrant liability with respect to the remaining Series A Warrants and warrants issued to its placement agent as part of the series A Unit offering, the series B Unit offering, the series C Unit offering and the series D Unit offering 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 down round protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The changes in the fair value of the Level 3 liability are as follows (in US dollars): Warrants with down-round Protection March 31, 2018 2017 (unaudited) Balance, Beginning of the period 768,249 681,970 Warrants issued as consideration for placement services 125,597 156,732 Change in fair value Warrants with Down-Round Protection (77,947 ) (84,099 ) Balance, End of period 815,899 754,603 The key inputs used in the fair value calculations were as follows: March 31, 2018 2017 Dividend yield (%) - - Expected volatility (%) (*) 56.59 56.59 Risk free interest rate (%) 1.31 0.92 Expected term of options (years) 1.75-4.92 0.95-4.94 Exercise price (US dollars) 4.50-7.75 4.50, 7.75 Share price (US dollars) (**) 2.45 2.38 Fair value (US dollars) (***) 0.09-0.81 0.11-0.74 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry. (**) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock as of March 31, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series C Units and the Series D Units, as applicable to each reporting period (See Note 3). (***) The below chart reflects the Fair Value for each of the Warrants with down-round Protection that were outstanding as of March 31, 2018 in US dollars. Andrew Garrett, Inc., (“AGI”) - Series A AGI - Series B AGI - Series C Placement Agent - Series D Total quantity 364,071 566,897 844,605 212,000 Exercise price 4.5 4.5, 7.75 4.5, 7.75 4.5, 5.75, 7.75 Fair value 0.27 0.09 – 0.29 0.25 – 0.73 0.47 – 0.81 C. Revenue recognition The company recognize revenues from sales of the GlucoTrack® model DF-F and personal ear-clips (“PECs”) when control is transferred to the customer and collectability is probable. D. Recently issued accounting pronouncements 1. Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” Commencing January 1, 2018 the Company adopted 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 ASU 2014-09 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. During 2016, the FASB issued several Accounting Standard Updates (“ASUs”) that focus on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements, Practical Expedients and technical corrections. In accordance with an amendment to ASU 2014-09, introduced by Accounting Standard 2015-14, “Revenue from contracts with Customers – Deferral of the Effective Date”, for a public entity, the amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (the first quarter of fiscal year 2018 for the Company). Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Since the company did not report significant revenues, the adoption of ASU 2014-09 did not have a significant impact on its consolidated financial statements. 2. Accounting Standard Update (ASU) No. 2017-11, “ Earnings Per Share” In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Among others, Part I of ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, which is a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Current accounting guidance creates cost and complexity for organizations that issue financial instruments with down round features by requiring, on an ongoing basis, fair value measurement of the entire instrument or conversion option. ASU 2017-11 require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. ASU 2017-11 also addresses navigational concerns within the FASB Accounting Standards Codification related to an indefinite deferral available to private companies. The provisions of the new ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (fiscal 2019 for the Company). Early adoption is permitted for all entities. The Company is evaluating the impact of ASU 2017-11 on its financial statements. Although this process has not been completed, managements believes that its provisions might impact the accounting of the financial instruments issued by the Company that include down-round protection.

Recent Events

Recent Events	3 Months Ended
	Mar. 31, 2018
Recent Events
Recent Events	NOTE 3 – RECENT EVENTS During the first quarter of 2018, we received aggregate net proceeds of approximately $1.7 million (net of related cash expenses), from the issuance and sale in a private placement transaction of 435,556 Series D Units. As of March 31, 2018, the Series D Warrants (issued on December 1, 2017 and on the first quarter of 2018) are exercisable for an aggregate of 1,590,000 shares of Common Stock, in each case subject to adjustment in certain circumstances. Pursuant to a placement agent agreement (the “Placement Agent Agreement”) with the placement agent, the Company paid the placement agent, as a commission, an amount equal to 10% of the aggregate sales price of the Series D Units sold in each closing, plus a non-accountable expense allowance equal to 3% of the aggregate sales price of the Series D Units sold in such closing. In addition, pursuant to the Placement Agent Agreement, in connection with the closings in the first quarter of 2018, the Company is required to issue to the placement agent: (a) 5-year warrants to purchase up to 106,000 shares of Common Stock at an exercise price of $4.50 per share, (b) 5-year warrants to purchase up to 53,000 shares of Common Stock at an exercise price of $5.75 per share, and (c) 5-year warrants to purchase up to 53,000 shares of Common Stock at an exercise price of $7.75 per share. The terms of such warrants are substantially similar to the Series D Warrants except that the warrants issued to the placement agent are exercisable on a cashless basis and include full ratchet anti-dilution protection. On February 15, 2018, we issued a ten-year non-qualified stock option to various employees, for the purchase of 767,500 shares of Common Stock at an exercise price of $4.50 per share, with three-year quarterly vesting commencing on the first quarter after the effective date.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
Inventories	NOTE 4 – INVENTORIES US dollars March 31, 2018 December 31, 2017 (unaudited) Raw materials 14,504 12,734 Work in process 1,590,283 1,556,256 Finished products 85,586 144,493 1,690,373 1,713,483 Less – provision for slow moving inventory (756,134 ) (756,134 ) 934,239 957,349

Other Current Liabilities

Other Current Liabilities	3 Months Ended
	Mar. 31, 2018
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	NOTE 5 – OTHER CURRENT LIABILITIES US dollars March 31, 2018 December 31, 2017 (unaudited) Employees and related institutions 245,003 336,783 Accrued expenses and other 878,433 929,171 1,123,436 1,265,954

Financing Income, Net

Financing Income, Net	3 Months Ended
	Mar. 31, 2018
Other Income and Expenses [Abstract]
Finance Income, Net	NOTE 6 – FINANCING INCOME, NET US dollars Three-month period ended March 31, 2018 2017 (unaudited) Israeli CPI linkage difference on principal of loans from stockholders 911 1,367 Exchange rate differences (13,627 ) (10,474 ) Change in fair value of Warrants with down round protection 77,947 84,099 Other (3,216 ) (5,717 ) 62,015 69,275

Loss Per Share

Loss Per Share	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Loss Per Share	NOTE 7 – LOSS PER SHARE In periods of net loss, basic loss per share is computed by dividing net loss for the period after consideration of the effect of dividends on preferred stock by the weighted average number of shares outstanding during the period. The loss and the weighted average number of shares used in computing basic and diluted loss per share for the three-month periods ended March 31, 2018 and 2017 are as follows: US dollars Three-month period ended March 31, 2018 2017 (unaudited) Loss for the period 1,847,794 2,530,325 Cash dividend on Series A Preferred Stock 4,700 4,700 Stock dividend on Series B Preferred Stock 280,159 246,031 Stock dividend on Series C Preferred Stock 223,733 115,986 Loss for the period attributable to common stockholders 2,356,386 2,897,042 Number of shares Three-month period ended March 31, 2018 2017 (unaudited) Number of shares: Weighted average number of shares used in the computation of basic and diluted earnings per share 7,021,533 6,029,342 Total weighted average number of common shares related to outstanding convertible preferred stock, options and warrants excluded from the calculations of diluted loss per share (*) 25,524,332 16,056,013 (*) All outstanding 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, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 8 – SUBSEQUENT EVENTS On May 10, 2018, the Company received aggregate gross proceeds of $517,000 in the fifth closing of the private placement of its securities from seven accredited investors. The Company issued to the investors an aggregate of 114,888 units of the Company (each a “Series D Unit

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	A. Basis of presentation Accounting Principles The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2018. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any future period. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. Significant intercompany balances and transactions have been eliminated in consolidation.
Warrants with Down-Round Protection	B. Warrants with down-round protection The Company has determined its derivative warrant liability with respect to the remaining Series A Warrants and warrants issued to its placement agent as part of the series A Unit offering, the series B Unit offering, the series C Unit offering and the series D Unit offering 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 down round protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The changes in the fair value of the Level 3 liability are as follows (in US dollars): Warrants with down-round Protection March 31, 2018 2017 (unaudited) Balance, Beginning of the period 768,249 681,970 Warrants issued as consideration for placement services 125,597 156,732 Change in fair value Warrants with Down-Round Protection (77,947 ) (84,099 ) Balance, End of period 815,899 754,603 The key inputs used in the fair value calculations were as follows: March 31, 2018 2017 Dividend yield (%) - - Expected volatility (%) (*) 56.59 56.59 Risk free interest rate (%) 1.31 0.92 Expected term of options (years) 1.75-4.92 0.95-4.94 Exercise price (US dollars) 4.50-7.75 4.50, 7.75 Share price (US dollars) (**) 2.45 2.38 Fair value (US dollars) (***) 0.09-0.81 0.11-0.74 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry. (**) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock as of March 31, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series C Units and the Series D Units, as applicable to each reporting period (See Note 3). (***) The below chart reflects the Fair Value for each of the Warrants with down-round Protection that were outstanding as of March 31, 2018 in US dollars. Andrew Garrett, Inc., (“AGI”) - Series A AGI - Series B AGI - Series C Placement Agent - Series D Total quantity 364,071 566,897 844,605 212,000 Exercise price 4.5 4.5, 7.75 4.5, 7.75 4.5, 5.75, 7.75 Fair value 0.27 0.09 – 0.29 0.25 – 0.73 0.47 – 0.81
Revenue Recognition	C. Revenue recognition The company recognize revenues from sales of the GlucoTrack® model DF-F and personal ear-clips (“PECs”) when control is transferred to the customer and collectability is probable.
Recently Issued Accounting Pronouncements	D. Recently issued accounting pronouncements 1. Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” Commencing January 1, 2018 the Company adopted 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 ASU 2014-09 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. During 2016, the FASB issued several Accounting Standard Updates (“ASUs”) that focus on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements, Practical Expedients and technical corrections. In accordance with an amendment to ASU 2014-09, introduced by Accounting Standard 2015-14, “Revenue from contracts with Customers – Deferral of the Effective Date”, for a public entity, the amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (the first quarter of fiscal year 2018 for the Company). Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Since the company did not report significant revenues, the adoption of ASU 2014-09 did not have a significant impact on its consolidated financial statements. 2. Accounting Standard Update (ASU) No. 2017-11, “ Earnings Per Share” In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Among others, Part I of ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, which is a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Current accounting guidance creates cost and complexity for organizations that issue financial instruments with down round features by requiring, on an ongoing basis, fair value measurement of the entire instrument or conversion option. ASU 2017-11 require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. ASU 2017-11 also addresses navigational concerns within the FASB Accounting Standards Codification related to an indefinite deferral available to private companies. The provisions of the new ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (fiscal 2019 for the Company). Early adoption is permitted for all entities. The Company is evaluating the impact of ASU 2017-11 on its financial statements. Although this process has not been completed, managements believes that its provisions might impact the accounting of the financial instruments issued by the Company that include down-round protection.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Schedule of Changes in Fair Value of Level 3 Liability	The changes in the fair value of the Level 3 liability are as follows (in US dollars): Warrants with down-round Protection March 31, 2018 2017 (unaudited) Balance, Beginning of the period 768,249 681,970 Warrants issued as consideration for placement services 125,597 156,732 Change in fair value Warrants with Down-Round Protection (77,947 ) (84,099 ) Balance, End of period 815,899 754,603
Schedule of Calculations of Fair Value Assumptions	The key inputs used in the fair value calculations were as follows: March 31, 2018 2017 Dividend yield (%) - - Expected volatility (%) (*) 56.59 56.59 Risk free interest rate (%) 1.31 0.92 Expected term of options (years) 1.75-4.92 0.95-4.94 Exercise price (US dollars) 4.50-7.75 4.50, 7.75 Share price (US dollars) (**) 2.45 2.38 Fair value (US dollars) (***) 0.09-0.81 0.11-0.74 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry. (**) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock as of March 31, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series C Units and the Series D Units, as applicable to each reporting period (See Note 3). (***) The below chart reflects the Fair Value for each of the Warrants with down-round Protection that were outstanding as of March 31, 2018 in US dollars.
Schedule of Fair Value of Warrants with Down Round Protection	Andrew Garrett, Inc., (“AGI”) - Series A AGI - Series B AGI - Series C Placement Agent - Series D Total quantity 364,071 566,897 844,605 212,000 Exercise price 4.5 4.5, 7.75 4.5, 7.75 4.5, 5.75, 7.75 Fair value 0.27 0.09 – 0.29 0.25 – 0.73 0.47 – 0.81

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
Schedule of Inventories	US dollars March 31, 2018 December 31, 2017 (unaudited) Raw materials 14,504 12,734 Work in process 1,590,283 1,556,256 Finished products 85,586 144,493 1,690,373 1,713,483 Less – provision for slow moving inventory (756,134 ) (756,134 ) 934,239 957,349

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2018
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	US dollars March 31, 2018 December 31, 2017 (unaudited) Employees and related institutions 245,003 336,783 Accrued expenses and other 878,433 929,171 1,123,436 1,265,954

Financing Income, Net (Tables)

Financing Income, Net (Tables)	3 Months Ended
	Mar. 31, 2018
Other Income and Expenses [Abstract]
Schedule of Financing Income, Net	US dollars Three-month period ended March 31, 2018 2017 (unaudited) Israeli CPI linkage difference on principal of loans from stockholders 911 1,367 Exchange rate differences (13,627 ) (10,474 ) Change in fair value of Warrants with down round protection 77,947 84,099 Other (3,216 ) (5,717 ) 62,015 69,275

Loss Per Share (Tables)

Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Schedule of Loss and Weighted Average Number of Shares	The loss and the weighted average number of shares used in computing basic and diluted loss per share for the three-month periods ended March 31, 2018 and 2017 are as follows: US dollars Three-month period ended March 31, 2018 2017 (unaudited) Loss for the period 1,847,794 2,530,325 Cash dividend on Series A Preferred Stock 4,700 4,700 Stock dividend on Series B Preferred Stock 280,159 246,031 Stock dividend on Series C Preferred Stock 223,733 115,986 Loss for the period attributable to common stockholders 2,356,386 2,897,042 Number of shares Three-month period ended March 31, 2018 2017 (unaudited) Number of shares: Weighted average number of shares used in the computation of basic and diluted earnings per share 7,021,533 6,029,342 Total weighted average number of common shares related to outstanding convertible preferred stock, options and warrants excluded from the calculations of diluted loss per share (*) 25,524,332 16,056,013 (*) All outstanding 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, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive.

General (Details Narrative)

General (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Accumulated deficit	$ 49,724,998		$ 47,368,612
Stockholder's deficit	16,286,538		$ 16,574,933
Proceeds from issuance of common stock, net of issuance expenses	$ 773,302
Common stock par value	$ 0.001		$ 0.001
Series D Units [Member]
Proceeds from issuance of common stock, net of issuance expenses	$ 1,697,700
Number of shares issued during period	435,556
Common stock par value	$ 0.001
Series D Units [Member] | Exercise Price One [Member]
Warrant term	5 years
Warrant exercise price	$ 4.50
Series D Units [Member] | Exercise Price Two [Member]
Warrant term	5 years
Warrant exercise price	$ 5.75
Series D Units [Member] | Exercise Price Three [Member]
Warrant term	5 years
Warrant exercise price	$ 7.75

Summary of Significant Accoun23

Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Level 3 Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accounting Policies [Abstract]
Balance, Beginning of the period	$ 768,249	$ 681,970
Warrants issued as consideration for placement services	125,597	156,732
Change in fair value Warrants with Down-Round Protection	(77,947)	(84,099)
Balance, End of period	$ 815,899	$ 754,603

Summary of Significant Accoun24

Summary of Significant Accounting Policies - Schedule of Calculations of Fair Value Assumptions (Details) - Valuation Technique, Option Pricing Model [Member] - $ / shares		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Dividend Yield [Member]
Fair value assumptions, measurement input, percentages		0.00%	0.00%
Expected Volatility [Member]
Fair value assumptions, measurement input, percentages	[1]	56.59%	56.59%
Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentages		1.31%	0.92%
Expected Term of Options [Member] | Minimum [Member]
Fair value assumptions, measurement input, term		1 year 9 months	11 months 12 days
Expected Term of Options [Member] | Maximum [Member]
Fair value assumptions, measurement input, term		4 years 11 months 8 days	4 years 11 months 8 days
Exercise Price [Member] | Minimum [Member]
Fair value assumptions, measurement input, per share		$ 4.50	$ 4.50
Exercise Price [Member] | Maximum [Member]
Fair value assumptions, measurement input, per share		7.75	7.75
Share Price [Member]
Fair value assumptions, measurement input, per share	[2]	2.45	2.38
Fair Value [Member] | Minimum [Member]
Fair value assumptions, measurement input, per share	[3]	0.09	0.11
Fair Value [Member] | Maximum [Member]
Fair value assumptions, measurement input, per share	[3]	$ 0.81	$ 0.74
[1]	Due to the low trading volume of the Company's Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry.
[2]	The Common Stock price, per share reflects the Company's management's estimation of the fair value per share of Common Stock as of March 31, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series C Units and the Series D Units, as applicable to each reporting period (See Note 3).
[3]	The below chart reflects the Fair Value for each of the Warrants with down-round Protection that were outstanding as of March 31, 2018 in US dollars.

Summary of Significant Accoun25

Summary of Significant Accounting Policies - Schedule of Fair Value of Warrants with Down Round Protection (Details)	Mar. 31, 2018$ / sharesshares
Andrew Garrett Inc - Series A [Member]
Total quantity | shares	364,071
Exercise price	$ 4.5
Fair value	$ 0.27
Andrew Garrett Inc - Series B [Member]
Total quantity | shares	566,897
Andrew Garrett Inc - Series B [Member] | Minimum [Member]
Fair value	$ 0.09
Andrew Garrett Inc - Series B [Member] | Maximum [Member]
Fair value	0.29
Andrew Garrett Inc - Series B [Member] | Exercise Price One [Member]
Exercise price	4.5
Andrew Garrett Inc - Series B [Member] | Exercise Price Two [Member]
Exercise price	$ 7.75
Andrew Garrett Inc - Series C [Member]
Total quantity | shares	844,605
Andrew Garrett Inc - Series C [Member] | Minimum [Member]
Fair value	$ 0.25
Andrew Garrett Inc - Series C [Member] | Maximum [Member]
Fair value	0.73
Andrew Garrett Inc - Series C [Member] | Exercise Price One [Member]
Exercise price	4.5
Andrew Garrett Inc - Series C [Member] | Exercise Price Two [Member]
Exercise price	$ 7.75
Placement Agent - Series D [Member]
Total quantity | shares	212,000
Placement Agent - Series D [Member] | Minimum [Member]
Fair value	$ 0.47
Placement Agent - Series D [Member] | Maximum [Member]
Fair value	0.81
Placement Agent - Series D [Member] | Exercise Price One [Member]
Exercise price	4.5
Placement Agent - Series D [Member] | Exercise Price Two [Member]
Exercise price	5.75
Placement Agent - Series D [Member] | Exercise Price Three [Member]
Exercise price	$ 7.75

Recent Events (Details Narrativ

Recent Events (Details Narrative) - USD ($)	Feb. 18, 2018	Mar. 31, 2018	Mar. 31, 2017
Proceeds from issuance of Common Stock		$ 773,302
Series D Units [Member]
Proceeds from issuance of Common Stock		$ 1,697,700
Number of shares issued during period		435,556
Warrants Units exercisable for an common stock		1,590,000
Series D Units [Member] | Exercise Price One [Member]
Warrant term		5 years
Warrants to purchase common stock		106,000
Warrant exercise price		$ 4.50
Series D Units [Member] | Exercise Price Two [Member]
Warrant term		5 years
Warrants to purchase common stock		53,000
Warrant exercise price		$ 5.75
Series D Units [Member] | Exercise Price Three [Member]
Warrant term		5 years
Warrants to purchase common stock		53,000
Warrant exercise price		$ 7.75
Series D Units [Member] | Placement Agent Agreement [Member]
Percentage of units sold		0.10
Non-accountable expense allowance percentage		3.00%
Non-qualified Stock Option [Member] | Employees [Member]
Number of common stock options issued	767,500
Stock option term	10 years
Stock option exercise price	$ 4.50

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 14,504	$ 12,734
Work in process	1,590,283	1,556,256
Finished products	85,586	144,493
Total	1,690,373	1,713,483
Less - provision for slow moving inventory	(756,134)	(756,134)
Inventory, net	$ 934,239	$ 957,349

Other Current Liabilities - Sch

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Other Liabilities Disclosure [Abstract]
Employees and related institutions	$ 245,003	$ 336,783
Accrued expenses and other	878,433	929,171
Total other current liabilities	$ 1,123,436	$ 1,265,954

Financing Income, Net - Schedul

Financing Income, Net - Schedule of Financing Income, Net (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Other Income and Expenses [Abstract]
Israeli CPI linkage difference on principal of loans from stockholders	$ 911	$ 1,367
Exchange rate differences	(13,627)	(10,474)
Change in fair value of Warrants with down round protection	77,947	84,099
Other	(3,216)	(5,717)
Financing expenses, net	$ 62,015	$ 69,275

Loss Per Share - Schedule of Lo

Loss Per Share - Schedule of Loss and Weighted Average Number of Shares (Details) - USD ($)		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Loss for the period		$ 1,847,794	$ 2,530,325
Loss for the period attributable to common stockholders		$ 2,356,386	$ 2,897,042
Weighted average number of shares used in the computation of basic and diluted earnings per share		7,021,533	6,029,342
Total weighted average number of common shares related to outstanding convertible preferred stock, options and warrants excluded from the calculations of diluted loss per share	[1]	25,524,332	16,056,013
Series A Preferred Stock [Member]
Dividend on Preferred Stock		$ 4,700	$ 4,700
Series B Preferred Stock [Member]
Dividend on Preferred Stock		280,159	246,031
Series C Preferred Stock [Member]
Dividend on Preferred Stock		$ 223,733	$ 115,986
[1]	All outstanding 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, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive.

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member]	May 10, 2018$ / sharesshares	May 10, 2018$ / shares
Common Stock [Member]
Number of shares units issued | shares	1
Warrant One [Member]
Warrant term		5 years
Warrants exercise price per share	$ 4.50	$ 4.50
Warrant Two [Member]
Warrant term		5 years
Warrants exercise price per share	5.75	$ 5.75
Warrant Three [Member]
Warrant term		5 years
Warrants exercise price per share	$ 7.75	$ 7.75