Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document Information Line Items | |
Entity Registrant Name | Can-Fite BioPharma Ltd. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 463,769,463 |
Amendment Flag | false |
Entity Central Index Key | 0001536196 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-36203 |
Entity Incorporation, State or Country Code | L3 |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,268 | $ 2,697 |
Other accounts receivables and prepaid expenses | 1,057 | 4,383 |
Short-term investment | 75 | 64 |
Total current assets | 9,400 | 7,144 |
NON-CURRENT ASSETS: | ||
Other non-current receivables | 912 | |
Operating lease right of use assets | 73 | 82 |
Property, plant and equipment, net | 50 | 36 |
Total long-term assets | 123 | 1,030 |
Total assets | 9,523 | 8,174 |
CURRENT LIABILITIES: | ||
Trade payables | 561 | 2,156 |
Current maturity of operating lease liability | 43 | 36 |
Deferred revenues | 334 | 469 |
Other accounts payable | 331 | 610 |
Total current liabilities | 1,269 | 3,271 |
NON-CURRENT LIABILITIES: | ||
Long-term operating lease liability | 24 | 39 |
Deferred revenues | 2,156 | 2,422 |
Total Long-term liabilities | 2,180 | 2,461 |
CONTIGENT LIABILITIES AND COMMITMENTS | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares of NIS 0.25 par value - Authorized:1,000,000,000 shares as of December 31, 2020; 500,000,000 shares as of December 31, 2019; Issued and outstanding: 463,769,463 shares as of December 31, 2020; 120,652,683 shares as of December 31, 2019 | 33,036 | 8,225 |
Additional paid-in capital | 97,380 | 103,401 |
Accumulated other comprehensive income | 1,127 | 1,127 |
Accumulated deficit | (125,469) | (110,311) |
Total shareholders’ equity | 6,074 | 2,442 |
Total liabilities and shareholders’ equity | $ 9,523 | $ 8,174 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parentheticals) - ₪ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in New Shekels per share) | ₪ 0.25 | ₪ 0.25 |
Ordinary shares, shares authorized | 1,000,000,000 | 500,000,000 |
Ordinary shares, shares issued | 463,769,463 | 120,652,683 |
Ordinary shares, shares outstanding | 463,769,463 | 120,652,683 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Revenues | $ 763 | $ 2,032 | $ 3,820 |
Research and development expenses | (11,951) | (10,976) | (6,075) |
General and administrative expenses | (2,951) | (3,063) | (3,159) |
Operating loss | (14,139) | (12,007) | (5,414) |
Total financial expense, net | (304) | (618) | (1,153) |
Loss before taxes on income | (14,443) | (12,625) | (6,567) |
Taxes on income | (4) | ||
Net loss | (14,443) | (12,625) | (6,571) |
Deemed dividend | (715) | ||
Total comprehensive loss | $ (15,158) | $ (12,625) | $ (6,571) |
Basic and diluted net loss per share (in Dollars per share) | $ (0.04) | $ (0.14) | $ (0.17) |
Weighted average number of ordinary shares used in computing basic and diluted net loss per share (in Shares) | 358,411,297 | 85,909,859 | 38,902,214 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive Income | Accumulated deficit | Total | |
Balance at Dec. 31, 2017 | $ 2,123 | $ 90,499 | $ 1,127 | $ (90,765) | $ 2,984 | |
Balance (in Shares) at Dec. 31, 2017 | 33,295,618 | |||||
Liability reclassified to equity | [1] | 2,030 | 2,030 | |||
Cumulative effect of initial adoption of ASC 606 as of January 1, 2018 | (350) | (350) | ||||
Issuance of share capital and warrants, net of issuance expenses | $ 482 | 3,905 | 4,387 | |||
Issuance of share capital and warrants, net of issuance expenses (in Shares) | 6,667,672 | |||||
Issuance of share capital | $ 30 | 252 | 282 | |||
Issuance of share capital (in Shares) | 437,000 | |||||
Share-based payments | 253 | 253 | ||||
Net loss | (6,571) | (6,571) | ||||
Balance at Dec. 31, 2018 | $ 2,635 | 96,939 | 1,127 | (97,686) | 3,015 | |
Balance (in Shares) at Dec. 31, 2018 | 40,399,290 | |||||
Issuance of share capital and warrants, net of issuance expenses | $ 5,518 | 6,149 | 11,667 | |||
Issuance of share capital and warrants, net of issuance expenses (in Shares) | 79,256,703 | |||||
Issuance of share capital | $ 72 | 43 | 115 | |||
Issuance of share capital (in Shares) | 996,690 | |||||
Share-based payments | 270 | 270 | ||||
Net loss | (12,625) | (12,625) | ||||
Balance at Dec. 31, 2019 | $ 8,225 | 103,401 | 1,127 | (110,311) | 2,442 | |
Balance (in Shares) at Dec. 31, 2019 | 120,652,683 | |||||
Deemed dividends related to the warrants exercise (Note 10b(6)) | 715 | (715) | ||||
Issuance of share capital and warrants, net of issuance expenses | $ 24,711 | (7,028) | 17,683 | |||
Issuance of share capital and warrants, net of issuance expenses (in Shares) | 341,766,780 | |||||
Issuance of share capital | $ 100 | (25) | 75 | |||
Issuance of share capital (in Shares) | 1,350,000 | |||||
Share-based payments | 317 | 317 | ||||
Net loss | (14,443) | (14,443) | ||||
Balance at Dec. 31, 2020 | $ 33,036 | $ 97,380 | $ 1,127 | $ (125,469) | $ 6,074 | |
Balance (in Shares) at Dec. 31, 2020 | 463,769,463 | |||||
[1] | See note 2c. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Net of issuance expenses | $ 3,703 | $ 1,382 | $ 613 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (14,443) | $ (12,625) | $ (6,571) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Depreciation of property, plant and equipment and amortization | 12 | 14 | 14 |
Decrease in operating lease right of use asset | 9 | 28 | |
Change in other receivables | 1,549 | (49) | |
Share-based payment | 355 | 385 | 535 |
Changes in fair value of short-term investment | (11) | 209 | 644 |
Decrease in operating lease liability | (8) | (33) | |
Exchange differences on balances of cash and cash equivalents | 23 | (2) | 89 |
Decrease (increase) in accounts receivable, prepaid expenses | 2,726 | 270 | (853) |
Increase (decrease) in trade payable | (1,595) | 1,085 | 644 |
Increase (decrease) in deferred revenues | (401) | 146 | 1,218 |
Increase (decrease) in other accounts payable | (279) | (512) | 125 |
Net cash used in operating activities | (12,063) | (11,084) | (4,155) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (26) | (3) | (33) |
Increase in other receivables | |||
Proceeds from sale of investments in previously consolidated subsidiary | |||
Net cash used in investing activities | (26) | (3) | (33) |
Cash flows from financing activities: | |||
Issuance of share capital and warrants, net of issuance expenses | 17,683 | 10,167 | 4,387 |
Net cash provided by financing activities | 17,683 | 10,167 | 4,387 |
Exchange differences on balances of cash and cash equivalents | (23) | 2 | (89) |
Increase (decrease) in cash and cash equivalents | 5,571 | (918) | 110 |
Cash and cash equivalents at the beginning of the year | 2,697 | 3,615 | 3,505 |
Cash and cash equivalents at the end of the year | 8,268 | 2,697 | 3,615 |
Non-cash activities: | |||
Lease liabilities arising from obtaining right-of-use-assets | 29 | 76 | |
Cash paid during the year for income taxes | 4 | ||
Cash paid during the year for interest | $ 23 | $ 29 | $ 18 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Company description: Can-Fite Biopharma Ltd. (the “Company”) was incorporated and started to operate in September 1994 as a private Israeli company. Can-Fite is a clinical-stage biopharmaceutical company focused on developing orally bioavailable small molecule therapeutic products for the treatment cancer, liver, inflammatory diseases, COVID-19 and erectile dysfunction. Its platform technology utilizes the Gi protein associated A3AR as a therapeutic target. A3AR is highly expressed in inflammatory and cancer cells, and not significantly expressed in normal cells, suggesting that the receptor could be a unique target for pharmacological intervention. The Company’s pipeline of drug candidates are synthetic, highly specific agonists and allosteric modulators, or ligands or molecules that initiate molecular events when binding with target proteins, targeting the A3AR. The Company’s ordinary shares have been publicly traded on the Tel-Aviv Stock Exchange since October 2005 under the symbol “CFBI” and the Company’s American Depositary Shares (“ADSs”) began public trading on the over the counter market in the U.S. in October 2012 and since November 2013 the Company’s ADSs have been publicly traded on the NYSE American under the symbol “CANF”. Each ADS represents 30 ordinary shares of the Company. b. During the year ended December 31, 2020, the Company incurred net losses of USD 14,443 and it had negative cash flows from operating activities in the amount of USD 12,063. Furthermore, the Company intends to continue to finance its operating activities by raising capital and seeking collaborations with multinational companies in the industry. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of all of its products or may be required to implement a cost reduction and may be required to delay part of its development programs. The Company’s management and board of directors are of the opinion that its current financial resources will be sufficient to continue the development of the Company’s products for at least the next twelve months beyond the date of the filing date of the consolidated financial statements. c. Public health epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including in Israel, and infections have been reported globally. The extent to which the coronavirus impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could adversely impact the Company’s operations and workforce, including other Company’s research and clinical trials and its ability to raise capital, which in turn could have an adverse impact on our business, financial condition and results of operation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. b. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany accounts and transactions have been eliminated. c. Functional currency, presentation currency and foreign currency: 1. Functional currency and presentation currency: From the Company’s inception through January 1, 2018, the Company’s functional and presentation currency was the New Israeli Shekel (“NIS”). Management conducted a review of the functional currency of the Company and decided to change its functional and presentation currency to the U.S. dollar (“dollar”, “USD” or “$”) from the NIS effective January 1, 2018. These changes were based on an assessment by Company management that the USD is the primary currency of the economic environment in which the Company operates. In determining the appropriate functional currency to be used, the Company followed the guidance in Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters”, which states that factors relating to sales, costs and expenses, financing activities and cash flows, as well as other potential factors, should be considered. In this regard, the Company is incurring and expects to continue to incur a majority of its expenses in USD as a result of its expanded clinical trials including Phase 3 trials. These changes, as well as the fact that the majority of the Company’s available funds are in USD, the Company’s principal source of financing is the U.S. capital market, and all of the Company’s budgeting is conducted solely in U.S. dollars, led to the decision to make the change in functional currency as of January 1, 2018, as indicated above. 2. Transactions, assets and liabilities in foreign currency: Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts denominated in currencies other than the dollar are re-measured into dollars in accordance with ASC No. 830, “Foreign Currency Matters”. All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the consolidated statement of comprehensive loss as financial income or expenses, as appropriate. d. Cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. e. Account receivables and prepaid expenses: Prepaid expenses are composed mainly from active pharmaceutical ingredients and clinical trial drug-kits which are expensed based on the percentage of completion method of the related clinical trials. f. Account receivables and prepaid expenses: Long-term lease deposits include mainly long-term deposits for the Company’s leased vehicles. g. Property, plant and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Mainly Laboratory equipment and Leasehold improvements 10 Computers, office furniture and equipment 6 - 33 33 Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term (including extension option held by the Company and intended to be exercised) and the expected life of the improvement. h. Impairment of long-lived assets: Property and equipment are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2020, and 2019, no impairment indicators have been identified. i. Revenue recognition: As of January 1, 2018, the Company initially adopted Topic 606 – “Revenue from Contracts with Customers”. The Company elected to apply the provisions of the standard using the modified retrospective method with the application of certain practical expedients and without restatement of comparative data. The Company generates revenues from distribution agreements. Such revenues comprise of upfront license fees, milestone payments and potential royalty payments. Revenue from contracts with customers is recognized when the control over the goods or services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes). Revenue from contracts with strategic partners are recognized over time as the Company satisfies the performance obligations. The Company usually accepts long-term upfront payment from its strategic partners. Contract liabilities for those upfront payments are recognized as revenue over time. The Company identified four components in its contracts: (i) performing the research and development services through regulatory approval; (ii) exclusive licensing to distribute the product; (iii) participation in joint steering committee; and, (iv) royalties resulting from future sales of the product. In several contracts components (i) – (iii) were analyzed and concluded to be one performance obligation. Consequently, revenue from these components is recorded based on the term of the research and development services (which is the last deliverable in the arrangement). Component (iv) was not accounted as part of the research and development services and will be recognized entirely upon the Company reaching the sales stage. The useful life, depreciation method and residual value of a liability are reviewed at least each year-end. Revenues from royalties are recognized as they occur in accordance with the substance and terms of the relevant agreement. In other contracts, the Company determined the license to the IP to be a functional IP that has significant standalone functionality. The Company is not required to continue to support, develop or maintain the intellectual property transferred and will not undertake any activities to change the standalone functionality of the IP. Therefore, the license to the IP is a distinct performance obligation and as such revenue is recognized at the point in time that control of the license is transferred to the customer. The Company receives long-term advances. The transaction price for such contracts is discounted, using the rate that would be reflected in a separate financing transaction between the Company and its advances at contract inception, to take into consideration the significant financing component. Contract liabilities due to the upfront payments are recognized as revenue when the Company performs it obligations under the contract. Revenue Recognition – Contract Balances Contract liabilities include amounts received from customers for which revenue has not yet been recognized. Contract liabilities amounted to $2,490 and $2,891 as of December 31, 2020 and December 31, 2019, respectively and are presented under deferred revenues. During the year ended December 31, 2020, the Company recognized revenues in the amount of $763 which have been included in the contract liabilities at December 31, 2019. j. Research and development expenditures: Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expenses, consulting costs, external contract research and development expenses, raw materials, drug product manufacturing costs, and allocated overhead including depreciation and amortization, rent, and utilities. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense and amortized over the service period as the services are provided. k. Fair value measurement: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Some of the inputs to these models are unobservable in the market and are significant. The Company has financial assets measured using Level 1 inputs. See Note 4 and Note 8. l. Legal and other contingencies From time to time the Company is involved in claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. As of December 31, 2020, and 2019, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. m. Severance pay : The Company’s liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. Severance pay expense for the year ended December 31, 2020, 2019 and 2018 amounted to $46, $42 and $42, respectively. n. Share-based payment transactions : The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the vesting attribution approach over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of share options granted using the Binomial option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. o. Taxes on income: The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”, (“ASC 740”) which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As of December 31, 2020, and 2019, a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2020, and 2019, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. p. Loss per share : Basic loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, “Earnings per Share.” All outstanding share options and warrants for the years ended December 31, 2020, 2019 and 2018 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive for all periods presented. To compute diluted loss per share for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, the total number of 11,923,400, 2,673,400 and 1,437,400 shares, respectively subject to outstanding unlisted options have not been considered since they have anti-dilutive effect. q. Recently adopted and recently issued accounting pronouncements 1. In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13 requires that expected credit losses relating to financial assets be measured on an amortized cost basis be recorded through an allowance for credit losses. ASU 2016-13 also requires an investor to determine whether a decline in the fair value below the amortized cost basis (i.e., impairment) of an available for sale debt security is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in OCI, net of applicable taxes. However, if an entity intends to sell an impaired available for sell debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings. The Company adopted ASU 2016-13 using the modified retrospective approach as of January 1, 2020. The adoption by the Company of the new guidance did not have a material impact on its consolidated financial statements. 2. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Other Accounts Receivable and P
Other Accounts Receivable and Prepaid Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Other Accounts Receivable And Prepaid Expenses [Abstract] | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2020 2019 USD Government authorities $ 18 $ 14 Asset related to Univo transaction (see Note 5) - 637 Prepaid expenses and others $ 1,039 $ 3,732 $ 1,057 $ 4,383 |
Short-Term Investment
Short-Term Investment | 12 Months Ended |
Dec. 31, 2020 | |
Short-Term Investment [Abstract] | |
SHORT-TERM INVESTMENT | NOTE 4:- SHORT-TERM INVESTMENT The Company holds 356,803 shares of Wize Pharma Inc. as of December 31, 2020 and December 31, 2019 which as of such date represents 1.06% and 2.2% percent of Wize Pharma Inc.’s outstanding shares, respectively. The shares are measured at fair value through profit or loss. |
Other Non-Current Receivables
Other Non-Current Receivables | 12 Months Ended |
Dec. 31, 2020 | |
Other Non-Current Receivables [Abstract] | |
OTHER NON-CURRENT RECEIVABLES | NOTE 5:- OTHER NON-CURRENT RECEIVABLES On September 10, 2019, the Company entered into a collaboration agreement with Univo Pharmaceuticals (“Univo”), a medical cannabis company, to identify and co-develop specific formulations of cannabis components for the treatment of cancer, inflammatory, autoimmune, and metabolic diseases. Under this collaboration agreement, Univo will provide the Company with cannabis and cannabis components, as well as full access to its laboratories for both research and manufacturing. The Company agreed to pay Univo a total of USD 500 in two instalments and issued to Univo 19,934,355 of its ordinary shares through a private placement, representing approximately 16.6% of the Company’s ordinary shares outstanding after giving effect to the issuance. The companies will initially share ownership of intellectual property developed in this collaboration. Revenues derived from the collaboration will generally be shared between the Company and Univo on the basis of each party’s contribution. On February 17, 2020, the Company entered into an amendment to Univo agreement, pursuant to which the parties expanded the collaboration to allow the testing of minute CBD concentrations/ dosages in combination with Namodenoson on liver cancer and additional oncological indications. As part of the expansion, the Company agreed to fund the research and development activities for the two new indications, to be jointly performed, for an amount of US$200 per indication. As of December 31, 2020, the Univo agreement expired. As of December 31, 2020 and 2019, the Company issued 19,934,355 of its ordinary shares to Univo at a value of USD 1,500 and paid to Univo USD 900 in cash. In addition, for the year ended December 31, 2020 and 2019, the Company recognized an expense of USD 2,199 and USD 201, respectively, with respect to laboratory services received from Univo. The following table represents the above asset as of December 31, 2020 and 2019: December 31, December 31, Other receivables (Note 3) $ - $ 637 Other non-current receivables - 912 Total $ - $ 1,549 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 6:- PROPERTY, PLANT AND EQUIPMENT, NET Composition of assets, grouped by major classification, is as follows: December 31, 2020 2019 Cost: Laboratory equipment $ 57 $ 39 Computers, office furniture and equipment 200 193 Leasehold improvements 13 12 270 244 Accumulated depreciation: Laboratory equipment 28 23 Computers, office furniture and equipment 184 178 Leasehold improvements 8 7 220 208 Property and equipment, net $ 50 $ 36 Depreciation expenses for the year ended December 31, 2020, 2019 and 2018 amounted to $12, $14 and $14, respectively. |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Dec. 31, 2020 | |
Other Accounts Payable [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 7:- OTHER ACCOUNTS PAYABLE December 31, 2020 2019 USD Employees and payroll accruals $ 96 $ 149 Accrued expenses 235 973 $ 331 $ 1,122 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8:- FAIR VALUE MEASUREMENTS In accordance with ASC 820 “Fair Value Measurements and Disclosures”, the Company measures its short-term investment at fair value. Short-term investments are classified within Level 1 as the valuation inputs are valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: instruments as of the following dates: December 31, 2020 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Short-term investment $ 75 $ 75 $ - $ - Total financial assets $ 75 $ 75 $ - $ - December 31, 2019 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Short-term investment $ 64 $ 64 $ - $ - Total financial assets $ 64 $ 64 $ - $ - |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES AND COMMITMENTS | NOTE 9:- CONTINGENT LIABILITIES AND COMMITMENTS a. Liabilities to pay royalties: According to the patent license agreement that the Company entered into with Leiden University in the Netherlands on November 2, 2009, which is affiliated with the National Institutes of Health (NIH), the Company was granted an exclusive license for the use of the patents of several compounds, including CF602 in certain territories. The Company is committed to pay royalties as follows: 1) A one-time concession commission of €25 thousands; 2) Annual royalties of €10 thousands until the clinical trials commence; 3) 2%-3% of net sales (as defined in the agreement) received by the Company; 4) Royalties in a total amount of up to €850 thousands based on certain progress milestones in the license stages of the products, which are the subject of the patent under the agreement, as follows: (i) €50 thousands upon initiation of Phase I studies; (ii) €100 thousands upon initiation of Phase II studies; (iii) €200 thousands upon initiation of Phase III studies; and (iv) €500 thousands upon marketing approval by any regulatory authority. 5) If the agreement is sublicensed to another company, the Company will provide Leiden University royalties at a rate of 10%. A merger, consolidation or any other change in ownership will not be viewed as an assignment of the agreement as discussed in this paragraph. As of December 31 2020, no accrual has been recorded with respect to Leiden University. b. Commitments and license agreements: 1. In March 2015, the Company signed a distribution agreement with Cipher Pharmaceuticals (“Cipher”). As part of the distribution agreement, Cipher will distribute Can-Fite’s lead drug candidate, Piclidenoson for the treatment of psoriasis and rheumatoid arthritis in the Canadian market upon receipt of regulatory approvals. Under the terms of the agreement, Cipher made an upfront payment of USD 1,292 (CAD 1,650 thousands) to the Company in March 2015. In addition, the agreement provides that additional payments of up to CAD 2,000 thousands will be received by the Company upon the achievement of certain milestones plus royalty payments of 16.5% of net sales of Piclidenoson in Canada. The agreement further provides that the Company will deliver finished product to Cipher and that Cipher will reimburse the Company for the cost of manufacturing. Furthermore, under the distribution agreement, the Company shall be responsible for conducting product development activities including management of the clinical studies required in order to secure regulatory approvals and shall use commercially reasonable efforts in conducting such activities. In addition, the Company agreed to form a joint steering committee with Cipher which will oversee the progress of the clinical studies. The Company identified four components in the agreement: (i) performing the research and development services through regulatory approval; (ii) an exclusive license to distribute the product in Canada; (iii) participation in joint steering committee; and, (iv) royalties resulting from future sales of the product. Components (i) – (iii) were analyzed as one performance obligation. Consequently, revenue from these components is recorded based on the term of the research and development services (which is the last deliverable in the arrangement). The Company estimates these services will be spread over a period ending June 2025. Component (iv) was not accounted as part of the research and development services and will be recognized entirely upon the Company reaching the sales stage. The useful life, depreciation method and residual value of a liability are reviewed at least each year-end. 2. In October 2016, the Company signed a distribution agreement with Chong Kun Dang Pharmaceuticals Corp. (“CKD”) for future sales in South Korea. As part of the distribution agreement, CKD will distribute Namodenoson for the treatment of liver cancer in the South Korean market upon receipt of regulatory approvals. Under the terms of the agreement, CKD made an upfront payment of USD 500 to the Company in December 2016 and in August 2017, the Company received a second milestone payment in the amount of USD 500 from CKD, which has licensed the exclusive right to distribute Namodenoson for the treatment of liver cancer in Korea upon receipt of regulatory approvals. In addition, the agreement provides that additional payments of up to USD 2,500 will be received by the Company upon the achievement of certain milestones. The agreement further provides that the Company will deliver finished product to CKD and that CKD will reimburse the Company for the cost of manufacturing for which the Company is entitled to a transfer price of the higher of the manufacturing cost plus 10% or 23% of net sales of Namodenoson in South Korea. The Company identified four components in the agreement: (i) performing the research and development services through regulatory approval; (ii) an exclusive license to distribute the product in South Korea;(iii) participation in a joint steering committee; and, (iv) royalties resulting from future sales of the product. Components (i) – (iii) were analyzed as one performance obligation. Consequently, revenue from these components is recorded based on the term of the research and development services (which is the last deliverable in the arrangement). The useful life, depreciation method and residual value of a liability are reviewed at least each year-end. The Company estimates these services will spread over a period ending September 2024. Component (iv) was not accounted as part of the research and development services and will be recognized entirely upon the Company reaching sales stage. On February 25, 2019, the Company’s Distribution Agreement with CKD was amended to expand the exclusive right to distribute Namodenoson for the treatment of NASH in addition to liver cancer in South Korea. CKD has agreed to pay the Company up to an additional USD 6,000 in upfront and milestone payments payable with respect to the NASH indication. The Company will also be entitled to a transfer price for delivering finished product to CKD following commercial launch. In April 2019, the Company received an upfront payment of USD 1,000. The Company estimates these services will spread over a period ending September 2024. 3. On December 22, 2008, the Company signed an agreement regarding the provision of a license for Piclodenoson with a South Korean pharmaceutical company, Kwang Dong Pharmaceutical Co. Ltd. (“KD”). According to the license agreement, the Company granted the KD a license to use, develop and market its Piclodenoson for treating only rheumatoid arthritis only in the Republic of Korea. As of December 31, 2020, the Company estimates that such contingent payments are remote. 4. On January 8, 2018, the Company entered into a Distribution and Supply Agreement with Gebro Holding GmBH (“Gebro”), granting Gebro the exclusive right to distribute Piclidenoson in Spain, Switzerland, Liechtenstein and Austria for the treatment of psoriasis and rheumatoid arthritis. Under the Distribution and Supply Agreement, the Company is entitled to €1,500 thousands upon execution of the agreement plus milestone payments upon achieving certain clinical, launch and sales milestones, as follows: (i) €300 thousands upon initiation of the ACRobat Phase III clinical trial for the treatment of rheumatoid arthritis and €300 thousands upon the initiation of the COMFORT Phase III clinical trial for the treatment of psoriasis, (ii) between €750 thousands and €1,600 thousands following first delivery of commercial launch quantities of Piclidenson for either the treatment of rheumatoid arthritis or psoriasis, and (iii) between €300 thousands and up to €4,025 thousands upon meeting certain net sales. In addition, following regulatory approval, the Company shall be entitled to future royalties on net sales of Piclidenoson in the territories and payment for the manufacturing Piclidenoson. On January 25, 2018 the Company received a first payment of approximately USD 2,200 from Gebro and in August 2018 received approximately USD 350 upon reaching the first milestone. The Company identified four components in the agreement: (i) performing the research and development services through regulatory approval; (ii) an exclusive license to distribute the product in South Korea; (iii) participation in a joint steering committee; and, (iv) royalties resulting from future sales of the product. Components (i) – (iii) were analyzed as one performance obligation. Consequently, revenue from these components is recorded based on the term of the research and development services (which is the last deliverable in the arrangement). The useful life, depreciation method and residual value of a liability are reviewed at least each year-end. The Company estimates these services will spread over a period ending June 2025. Component (iv) was not accounted as part of the research and development services and will be recognized entirely upon the Company reaching sales stage. 5. On August 6, 2018, the Company entered into a License, Collaboration and Distribution Agreement with CMS Medical Venture Investment Limited (“CMS Medical”) for the commercialization of Piclidenoson for the treatment of rheumatoid arthritis and psoriasis and Namodenoson for the treatment of advanced liver cancer and NAFLD/NASH in China (including Hong Kong, Macao and Taiwan). Under the License, Collaboration and Distribution Agreement, the Company received USD 2,000 upon execution of the agreement and is entitled to additional milestone payments upon achieving certain regulatory and sales milestones. In addition, following regulatory approval, the Company shall be entitled to future double digit royalties on net sales in the territories and payment for the manufacturing of Piclidenoson and Namodenoson. 6. On July 31, 2019, the Company signed a distribution agreement with Kyongbo Pharm Co., Ltd. (“Kyongbo Pharm”), to distribute Piclidenoson, for the treatment of psoriasis in South Korea, upon receipt of regulatory approvals. Under the terms of the distribution agreement, Kyongbo Pharm, in exchange for exclusive distribution rights to sell Piclidenoson in the treatment of psoriasis in South Korea, is required to make a total upfront payment of USD 750 to the Company, with additional payments of up to USD 3,250 upon achievement of certain milestones. The Company will also be entitled to a transfer price for delivering finished product to Kyongbo Pharm upon commercial launch. In August 2019, the Company received the upfront payment of USD 750 from Kyongbo Pharm. 7. On October 7, 2019, the Company entered into an agreement (the “Agreement”), with Capital Point Ltd. (“Capital Point”). Pursuant to the Agreement, the Company agreed to retain Capital Point to provide certain financial advisory services to the Company and to pay Capital Point a fee equal to 5% of the amounts raised or the value of securities issued in certain future transactions involving issuances of securities of the Company, provided such fee shall not exceed USD 1,300. Under the Agreement, the Company and Capital Point agreed to promptly seek the dismissal of all pending litigation between the parties and Capital Point withdrew its notices to call a shareholders’ meeting. In addition, Capital Point agreed to appear in person or by proxy at the Company’s 2019 and 2020 annual shareholders’ meeting and vote all its shares in favor of all matters brought by the Company’s board for the approval of its shareholders. Further, for a period of five years following the date of the Agreement, Capital Point has agreed to customary standstill restrictions relating to share purchases, support of proxy contests, calling of special meetings, and related matters. The Agreement also includes mutual releases, mutual non-disparagement and confidentiality provisions. As of December 31, 2020, the Company paid USD 1,069 to Capital Point. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 10:- SHAREHOLDERS’ EQUITY a. On May 10, 2019, the Company effected a change in the ratio of the Company’s ADS to ordinary shares from one (1) ADS representing two (2) ordinary shares to a new ratio of one (1) ADS representing thirty (30) ordinary shares. For ADS holders, the ratio change had the same effect as a one-for-fifteen reverse ADS split. All ADS and per ADS data in the financial statements and their related notes have been retroactively adjusted for all periods presented to reflect the ratio change. All ordinary shares have equal rights for all intent and purposes and each ordinary share confers its holder: 1. The right to be invited and participate in all the Company’s general meetings, both annual and regular, and the right to one vote per ordinary share owned in all votes and in all Company’s general meeting participated. 2. The right to receive dividends if and when declared and the right to receive bonus shares if and when distributed. 3. The right to participate in the distribution of the Company’s assets upon liquidation. b. Issue of shares and warrants and changes in equity: 1. On January 18, 2019, the Company completed a registered direct offering with an institutional investor, pursuant to which it sold an aggregate 149,206 ADSs representing 4,476,192 ordinary shares (“January 2019 Financing”). In addition, in a concurrent private placement, the Company issued to the investor unregistered warrants to purchase 149,206 ADSs representing 4,476,192 ordinary shares for an aggregate purchase price of USD 2,350 (excluding issuance cost of USD 428). The warrants have an exercise price of USD 19.50 per ADS, are immediately exercisable and expire five and one-half years from the issuance date. The Company also issued unregistered placement agent warrants to purchase an aggregate of 7,460 ADSs representing 223,810 ordinary shares on the same terms as the warrants except they have a term of five years. 2. On April 4, 2019, the Company completed a registered direct offering with certain institutional investors, pursuant to which it sold an aggregate 328,205 ADSs representing 9,846,156 ordinary shares (“April 2019 Financing”). In addition, in a concurrent private placement, the Company issued to the investor unregistered warrants to purchase 328,205 ADSs representing 9,846,156 ordinary shares for an aggregate purchase price of USD 3,200 (excluding issuance cost of USD 414). The warrants have an exercise price of USD 12.90 per ADS, are immediately exercisable and expire five years from the issuance date. The Company also issued unregistered placement agent warrants to purchase an aggregate of 16,410 ADSs representing 492,308 ordinary shares on the same terms as the warrants except they have a term of five years. 3. On May 22, 2019, the Company completed a registered direct offering with certain institutional investors, pursuant to which it sold an aggregate 1,500,000 ADSs representing 45,000,000 ordinary shares (“May 2019 Financing”). In addition, in a concurrent private placement, the Company issued to the investor unregistered warrants to purchase 1,500,000 ADSs representing 45,000,000 ordinary shares for an aggregate purchase price of USD 6,000 (excluding issuance cost of USD 540). The warrants have an exercise price of USD 4.00 per ADS, are immediately exercisable and expire five and one-half years from the issuance date. The Company also issued unregistered placement agent warrants to purchase an aggregate of 75,000 ADSs representing 2,250,000 ordinary shares on the same terms as the warrants except they have a term of five years. 4. In September 2019, the Company issued 19,934,355 of its ordinary shares in connection with the Univo collaboration agreement (refer to Note 5). 5. In December 2019, the Company issued 996,690 of its ordinary shares to a consultant in exchange for his services in connection with the Univo collaboration agreement. 6. On January 9, 2020, the Company entered into warrant exercise agreements (the “Exercise Agreements”) with several accredited investors who are the holders (the “Holders”) of certain warrants (the “Public Warrants”) to purchase the Company’s ordinary shares, represented by ADSs, pursuant to which the Holders exercised in cash their Public Warrants to purchase up to an aggregate of 22,278,540 ordinary shares represented by 742,618 ADSs having exercise prices ranging from USD 12.90 to USD 78.75 per ADS issued by the Company, at a reduced exercise price of USD 3.25 per ADS, for gross proceeds to the Company of approximately USD 2,400, prior to deducting placement agent fees and estimated offering expenses. Under the Exercise Agreements, the Company issued to the Holders new unregistered warrants to purchase up to 22,278,540 ordinary shares represented by 742,618 ADSs (the “Private Placement Warrants”). The Private Placement Warrants are immediately exercisable, expire five and one-half years from issuance date and have an exercise price of USD 3.45 per ADS, subject to adjustment as set forth therein. The Private Placement Warrants may be exercised on a cashless basis if six months after issuance there is no effective registration statement registering the ADSs underlying the warrants. Pursuant to the terms of the Exercise Agreements, the warrant holders agreed to exercise the warrants at a reduced exercise price, thereby creating a benefit to these warrant holders. As such, the Company recorded a deemed dividend in the amount of $715. 7. On February 10, 2020, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company issued and sold (i) 1,825,000 units, each unit consisting of one ADS, and one warrant to purchase one ADS, at a price of USD 1.50 per unit, and (ii) 1,508,334 pre-funded units each pre-funded unit consisting of one pre-funded warrant to purchase one ADS and one warrant, at a price of USD 1.49 per pre-funded unit. The offering of the units and pre-funded units closed on February 12, 2020. The gross proceeds from the offering were approximately USD 5,000, prior to deducting the placement agent’s fees and estimated offering expenses payable by the Company. The placement agent in the offering also received compensation warrants exercisable for up to 250,000 ADSs at an exercise price of USD 1.875 per ADS expiring on February 10, 2025. 8. On March 9, 2020, as a result of an exercise of warrants by the investors from the February 2020 offering, the Company issued an aggregate of 20,250,000 ordinary shares represented by 675,000 ADSs, at a price of $1.50 per ADS for gross proceeds of $1,012. 9. On April 28, 2020, a special meeting of shareholders of the Company approved to increase Company’s authorized share capital to 1,000,000,000 ordinary shares of 0.25 NIS par value each. 10. In April and May, 2020, as a result of an exercise of warrants by the investors from the February 2020 offering, the Company issued an aggregate of 31,000,020 ordinary shares represented by 1,033,334 ADSs, at a price of $1.50 per ADS for gross proceeds of $1,550. 11. On June 10, 2020, the Company entered into a definitive agreement with certain institutional and accredited investors providing for the issuance of an aggregate of 3,902,440 ADSs in a registered direct offering at a purchase price of $2.05 per ADS for aggregate gross proceeds of approximately $8,000 prior to deducting the placement agent’s fees and estimated offering expenses payable by the Company. In addition, in a concurrent private placement the investors received unregistered warrants to purchase up to an aggregate of 1,951,220 ADSs. The warrants were immediately exercisable and will expire four and a half years from issuance at an exercise price of $2.50 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. The placement agent in the offering also received compensation warrants on substantially the same terms as the investors in the offering in an amount equal to 7.5% of the aggregate number of ADSs sold in the offering (or warrants to purchase up to an aggregate of 292,683 ADSs), at an exercise price of $2.50 per ADSs and a term expiring four and a half years from the date of issuance. 12. On July 6, 2020, the Company entered into a definitive agreement with certain institutional and accredited investors providing for the issuance of an aggregate of 1,705,000 ADSs in a registered direct offering at a purchase price of $2.00 per ADS for aggregate gross proceeds of approximately $3,400 prior to deducting the placement agent’s fees and estimated offering expenses payable by the Company. In addition, in a concurrent private placement, the investors received unregistered warrants to purchase up to an aggregate of 852,750 ADSs. The warrants were immediately exercisable and will expire four and a half years from issuance at an exercise price of $2.50 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. The placement agent in the offering also received compensation warrants on substantially the same terms as the investors in the offering in an amount equal to 7.5% of the aggregate number of ADSs sold in the offering (or warrants to purchase up to an aggregate of 127,913 ADSs), at an exercise price of $2.50 per ADSs and a term expiring. 13. In December 2020, the Company issued 1,350,000 of its ordinary shares to a consultant in exchange for his services. c. Share options: On November 28, 2013, the board of directors approved the adoption of the 2013 Share Option Plan (the “2013 Plan”). Under the 2013 Plan, the Company may grant its officers, directors, employees and consultants, stock options, of the Company. Each stock option granted shall be exercisable at such times and terms and conditions as the Board of Directors may specify in the applicable option agreement, provided that no option will be granted with a term in excess of 10 years. Upon the adoption of the 2013 Plan the Company reserved for issuance 2,500,000 shares of ordinary shares, NIS 0.25 par value each. In May 2020, the Company’s Board of Directors approved to increase number of ordinary shares reserved for issuance to 25,000,000. As of December 31, 2020, 13,225,000 shares available for future grant under the 2013 Plan. |
Share-Based Payment Transaction
Share-Based Payment Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENT TRANSACTIONS | NOTE 11:- SHARE-BASED PAYMENT TRANSACTIONS a. Expenses recognized in the financial statements: Year ended December 31, 2020 2019 2018 USD Research and development expenses $ 159 $ 138 $ 123 General and administrative expenses 158 132 130 $ 317 $ 270 $ 253 b. Share-based payment transactions granted by the Company: 1. In January 2019, the Company’s board of directors approved a grant of unlisted options exercisable into 340,000 of the Company’s ordinary shares to two of its employees and one senior officer for an exercise price of NIS 2.344 per shares (USD 0.68 per share, respectively, based on the exchange rate reported by the Bank of Israel on December 31, 2019). The options vest on a quarterly basis for a period of 4 years from the grant date. 2. On March 11, 2019, the Company’s shareholders approved a grant of unlisted options exercisable into 400,000 of the Company’s ordinary shares to the Company’s chief executive officer for an exercise price of NIS 2.344 per share (USD 0.68 per share, respectively, based on the exchange rate reported by the Bank of Israel on December 31, 2019). The options vest on a quarterly basis for a period of 48 months from the date of approval by the Company’s Board of Directors on January 7, 2019. 3. On November 11, 2019, Company’s board of directors approved a grant of unlisted options exercisable into 500,000 of the Company’s ordinary shares to a Company consultant for an exercise price of NIS 0.28 per share (USD 0.08 per share, respectively, based on the exchange rate reported by the Bank of Israel on December 31, 2019). The options vest on a quarterly basis for a period of 48 months. 4. On May 27, 2020, the Company’s board of directors approved a grant of unlisted options exercisable into 3,750,000 of the Company’s ordinary shares to its employees, consultants and one senior officer for an exercise price of NIS 0.25 per shares (USD 0.06 per share, respectively, based on the exchange rate reported by the Bank of Israel on the same day). The options vest on a quarterly basis for a period of 48 months from the grant date. 5. On May 27, 2020, the Company’s board of directors approved a grant (subject to shareholders’ approval, which was obtained on August 12, 2020) of unlisted options exercisable into 2,500,000 of the Company’s ordinary shares to the Company’s chief executive officer for an exercise price of NIS 0.25 per share (USD 0.06 per share, respectively, based on the exchange rate reported by the Bank of Israel on the same day). The options will vest on a quarterly basis for a period of 4 years from the date of approval by the Company’s Board of Directors on May 27, 2020. 6. On June 14, 2020, the Company’s board of directors approved a grant (subject to shareholders’ approval, which was obtained on August 12, 2020) of unlisted options exercisable into 3,000,000 of the Company’s ordinary shares to the Company’s directors for an exercise price of NIS 0.25 per share (USD 0.07 per share, respectively, based on the exchange rate reported by the Bank of Israel on the same day). The options will vest on a quarterly basis for a period of 4 years from the date of approval by the Company’s Board of Directors on June 14, 2020. The fair value of the Company’s share options granted was estimated using the binomial option pricing model using the following range assumptions: Description 2020 2019 Risk-free interest rate 0.93 - 2.40 % 1.19% - 2.40 % Expected volatility 65.63- 78.77 % 65.63%- 75.86 % Dividend yield 0 0 Contractual life 9.83 - 10 9.83 - 10 Early Exercise Multiple (Suboptimal Factor) 2.5 - 3 2.5 - 3 Exercise price (NIS) 0.25 - 2.344 0.28 - 2.344 c. Movement during the year: The following table lists the number of share options, their weighted average exercise prices and modification in option plans of employees, directors and consultants for the periods indicated: Shares subject to options outstanding 2020 2019 2018 Number Weighted average exercise price Number Weighted average exercise price Number Weighted average exercise price USD USD USD Outstanding at beginning of year 2,673,400 0.89 1,437,400 1.20 1,490,423 1.35 Grants 9,250,000 0.08 1,240,000 0.44 - - Forfeited/expired - - (4,000 ) 5.98 (53,023 ) 7.53 Outstanding at end of year 11,923,400 0.28 2,673,400 0.89 1,437,400 1.20 Exercisable at end of year 2,900,276 0.74 1,134,653 1.39 736,155 2.41 d. The weighted average remaining contractual life for the shares subject to options outstanding as of December 31, 2020, 2019 and 2018 was 6.98 years, 7.93 years and 7.64 years, respectively. e. The range of exercise prices for shares subject to options outstanding as of December 31, 2020, 2019 and 2018 have been separated into ranges of exercise prices, as follows: Outstanding Exercisable Exercise price per share Options outstanding Weighted average remaining contractual life in years Weighted average exercise Options exercisable Weighted average exercise $0.08 - $0.91 11,190,000 8.59 $ 0.16 2,192,500 $ 0.27 $1.06 - $1.67 555,000 0.25 $ 0.06 529,376 $ 0.22 $2.53 - $5.01 178,400 0.02 $ 0.06 178,400 $ 0.26 11,923,400 2,900,276 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases Abstract | |
LEASES | NOTE 12- LEASES: The Company has lease contracts for motor vehicles used in its operations. Leases of motor vehicles have lease terms of 3 years. The following is a summary of weighted average remaining lease terms and discount rate for all of the Company’s operating leases: December 31, 2020 December 31, 2019 weighted average remaining lease term (years) 1.71 2.3 weighted average discount rate 13 % 13 % The components of lease expense and supplemental cash flow information related to leases for the year ended December 31, 2020 and 2019 were as follows: Year ended December 31, 2020 Year ended December 31, 2019 Components of lease expense: Operating lease cost $ 43 $ 29 Total lease expenses $ 43 $ 29 Year ended December 31, 2020 Year ended December 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities $ 43 $ 38 Supplemental non-cash information related to lease liabilities arising from obtaining ROU assets $ 29 $ 76 Maturities of lease liabilities as of December 31, 2020 were as follows: 2021 $ 45 2022 $ 20 2023 $ 6 Total operating lease payments $ 71 Less: imputed interest $ (4 ) Present value of lease liability $ 67 |
Finance Income (Expense)
Finance Income (Expense) | 12 Months Ended |
Dec. 31, 2020 | |
Banking and Thrift, Interest [Abstract] | |
FINANCE INCOME (EXPENSE) | NOTE 13:- FINANCE INCOME (EXPENSE) Year ended December 31, 2020 2019 2018 USD Finance expenses: Bank commissions $ (23 ) $ (21 ) $ (18 ) Issuance expenses - - - ) Interest expenses from ASC 606 implementation (363 ) (427 ) (427 ) Net loss from exchange rate fluctuations - (33 ) (115 ) Other loss from short-term investment revaluation - (209 ) (644 ) (386 ) (690 ) (1,204 ) Finance income: Interest income on bank deposits 44 72 51 Exchange rate fluctuations 28 - - Other gain from short-term investment revaluation 11 - - 83 72 51 $ (303 ) $ (618 ) $ (1,153 ) |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 14:- TAXES ON INCOME a. Corporate tax rates: Israeli taxation: Corporate tax rate in Israel in 2020 was 23%, 2019 - 23% and in 2018 was 23%. b. Final tax assessments: The Company received final tax assessments through 2015. c. Net operating carryforward losses for tax purposes and other temporary differences: As of December 31, 2020, the Company had carryforward losses amounting to approximately USD 140,485. d. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2020 2019 Deferred tax assets: Net operating loss carry forward $ 32,312 $ 27,288 Temporary differences mainly relating to Research and Development 3,581 2,241 Deferred tax asset before valuation allowance 35,893 29,529 Valuation allowance (35,893 ) (29,529 ) Deferred tax asset, net $ - $ - e. Reconciliation of the theoretical tax expense to the actual tax expense: The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH RELATED PARTIES | NOTE 15:- TRANSACTIONS WITH RELATED PARTIES The Chairman of the Company’s board of directors is a senior partner in the patent firm which represents the Company in intellectual property and commercial matters (the “Service Provider”). The Service Provider charges the Company for services it renders on an hourly basis. The aggregate amount of these expenses was approximately $252, $163 and $229 in 2020, 2019 and 2018, respectively, which were recorded under research and development expenses within Company’s consolidated statements of comprehensive loss. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16:- SUBSEQUENT EVENTS In February 2021, the Company issued 45,000,000 ordinary shares represented by 1,500,000 ADSs in exchange for exercise of warrants. Total consideration received by the Company was $2,250. On March 16, 2021, the Company announced it has signed an exclusive distribution agreement with Switzerland-based Ewopharma for Piclidenoson in the treatment of psoriasis and Namodenoson in the treatment of liver diseases namely, hepatocellular carcinoma (HCC) the most common form of liver cancer and non-alcoholic steatohepatitis (NASH). Under the terms of the distribution agreement, Ewopharma paid Can-Fite $2,250 upfront and is entitled to up to an additional $40,450 payable upon the achievement of regulatory and sales milestones plus 17.5% royalties on net sales. In exchange, Ewopharma will have the exclusive right to market and sell Piclidenoson in Central Eastern European (CEE) countries and Namodenoson in CEE countries and Switzerland. Ewopharma has the right to extend the distribution agreement to new indications that Can-Fite may identify for its drug candidates. In March 2021, the Company issued 5,926,830 ordinary shares represented by 197,561 ADSs in exchange for exercise of warrants. Total consideration received by the Company was $494. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of consolidation | b. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany accounts and transactions have been eliminated. |
Functional currency, presentation currency and foreign currency | c. Functional currency, presentation currency and foreign currency: 1. Functional currency and presentation currency: From the Company’s inception through January 1, 2018, the Company’s functional and presentation currency was the New Israeli Shekel (“NIS”). Management conducted a review of the functional currency of the Company and decided to change its functional and presentation currency to the U.S. dollar (“dollar”, “USD” or “$”) from the NIS effective January 1, 2018. These changes were based on an assessment by Company management that the USD is the primary currency of the economic environment in which the Company operates. In determining the appropriate functional currency to be used, the Company followed the guidance in Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters”, which states that factors relating to sales, costs and expenses, financing activities and cash flows, as well as other potential factors, should be considered. In this regard, the Company is incurring and expects to continue to incur a majority of its expenses in USD as a result of its expanded clinical trials including Phase 3 trials. These changes, as well as the fact that the majority of the Company’s available funds are in USD, the Company’s principal source of financing is the U.S. capital market, and all of the Company’s budgeting is conducted solely in U.S. dollars, led to the decision to make the change in functional currency as of January 1, 2018, as indicated above. 2. Transactions, assets and liabilities in foreign currency: Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts denominated in currencies other than the dollar are re-measured into dollars in accordance with ASC No. 830, “Foreign Currency Matters”. All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the consolidated statement of comprehensive loss as financial income or expenses, as appropriate. |
Cash equivalents | d. Cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. |
Account receivables and prepaid expenses | e. Account receivables and prepaid expenses: Prepaid expenses are composed mainly from active pharmaceutical ingredients and clinical trial drug-kits which are expensed based on the percentage of completion method of the related clinical trials. |
Account receivables and prepaid expenses | f. Account receivables and prepaid expenses: Long-term lease deposits include mainly long-term deposits for the Company’s leased vehicles. |
Property, plant and equipment | g. Property, plant and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Mainly Laboratory equipment and Leasehold improvements 10 Computers, office furniture and equipment 6 - 33 33 Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term (including extension option held by the Company and intended to be exercised) and the expected life of the improvement. |
Impairment of long-lived assets | h. Impairment of long-lived assets: Property and equipment are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2020, and 2019, no impairment indicators have been identified. |
Revenue recognition | i. Revenue recognition: As of January 1, 2018, the Company initially adopted Topic 606 – “Revenue from Contracts with Customers”. The Company elected to apply the provisions of the standard using the modified retrospective method with the application of certain practical expedients and without restatement of comparative data. The Company generates revenues from distribution agreements. Such revenues comprise of upfront license fees, milestone payments and potential royalty payments. Revenue from contracts with customers is recognized when the control over the goods or services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes). Revenue from contracts with strategic partners are recognized over time as the Company satisfies the performance obligations. The Company usually accepts long-term upfront payment from its strategic partners. Contract liabilities for those upfront payments are recognized as revenue over time. The Company identified four components in its contracts: (i) performing the research and development services through regulatory approval; (ii) exclusive licensing to distribute the product; (iii) participation in joint steering committee; and, (iv) royalties resulting from future sales of the product. In several contracts components (i) – (iii) were analyzed and concluded to be one performance obligation. Consequently, revenue from these components is recorded based on the term of the research and development services (which is the last deliverable in the arrangement). Component (iv) was not accounted as part of the research and development services and will be recognized entirely upon the Company reaching the sales stage. The useful life, depreciation method and residual value of a liability are reviewed at least each year-end. Revenues from royalties are recognized as they occur in accordance with the substance and terms of the relevant agreement. In other contracts, the Company determined the license to the IP to be a functional IP that has significant standalone functionality. The Company is not required to continue to support, develop or maintain the intellectual property transferred and will not undertake any activities to change the standalone functionality of the IP. Therefore, the license to the IP is a distinct performance obligation and as such revenue is recognized at the point in time that control of the license is transferred to the customer. The Company receives long-term advances. The transaction price for such contracts is discounted, using the rate that would be reflected in a separate financing transaction between the Company and its advances at contract inception, to take into consideration the significant financing component. Contract liabilities due to the upfront payments are recognized as revenue when the Company performs it obligations under the contract. Revenue Recognition – Contract Balances Contract liabilities include amounts received from customers for which revenue has not yet been recognized. Contract liabilities amounted to $2,490 and $2,891 as of December 31, 2020 and December 31, 2019, respectively and are presented under deferred revenues. During the year ended December 31, 2020, the Company recognized revenues in the amount of $763 which have been included in the contract liabilities at December 31, 2019. |
Research and development expenditures | j. Research and development expenditures: Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expenses, consulting costs, external contract research and development expenses, raw materials, drug product manufacturing costs, and allocated overhead including depreciation and amortization, rent, and utilities. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense and amortized over the service period as the services are provided. |
Fair value measurement | k. Fair value measurement: The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. Some of the inputs to these models are unobservable in the market and are significant. The Company has financial assets measured using Level 1 inputs. See Note 4 and Note 8. |
Legal and other contingencies | l. Legal and other contingencies From time to time the Company is involved in claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. As of December 31, 2020, and 2019, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Severance pay | m. Severance pay : The Company’s liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. Severance pay expense for the year ended December 31, 2020, 2019 and 2018 amounted to $46, $42 and $42, respectively. |
Share-based payment transactions | n. Share-based payment transactions : The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards granted based on the vesting attribution approach over the requisite service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of share options granted using the Binomial option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of the Company. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. |
Taxes on income | o. Taxes on income: The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”, (“ASC 740”) which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As of December 31, 2020, and 2019, a full valuation allowance was provided by the Company. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2020, and 2019, no liability for unrecognized tax benefits was recorded as a result of the implementation of ASC 740. |
Loss per share | p. Loss per share : Basic loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, “Earnings per Share.” All outstanding share options and warrants for the years ended December 31, 2020, 2019 and 2018 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive for all periods presented. To compute diluted loss per share for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, the total number of 11,923,400, 2,673,400 and 1,437,400 shares, respectively subject to outstanding unlisted options have not been considered since they have anti-dilutive effect. |
Recently adopted accounting pronouncements | q. Recently adopted and recently issued accounting pronouncements 1. In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13 requires that expected credit losses relating to financial assets be measured on an amortized cost basis be recorded through an allowance for credit losses. ASU 2016-13 also requires an investor to determine whether a decline in the fair value below the amortized cost basis (i.e., impairment) of an available for sale debt security is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in OCI, net of applicable taxes. However, if an entity intends to sell an impaired available for sell debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings. The Company adopted ASU 2016-13 using the modified retrospective approach as of January 1, 2020. The adoption by the Company of the new guidance did not have a material impact on its consolidated financial statements. 2. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property, plant and equipment | % Mainly Laboratory equipment and Leasehold improvements 10 Computers, office furniture and equipment 6 - 33 33 |
Other Accounts Receivable and_2
Other Accounts Receivable and Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Accounts Receivable And Prepaid Expenses [Abstract] | |
Schedule of other accounts receivable and prepaid expenses | December 31, 2020 2019 USD Government authorities $ 18 $ 14 Asset related to Univo transaction (see Note 5) - 637 Prepaid expenses and others $ 1,039 $ 3,732 $ 1,057 $ 4,383 |
Other Non-Current Receivables (
Other Non-Current Receivables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of other non-current receivables | December 31, December 31, Other receivables (Note 3) $ - $ 637 Other non-current receivables - 912 Total $ - $ 1,549 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | December 31, 2020 2019 Cost: Laboratory equipment $ 57 $ 39 Computers, office furniture and equipment 200 193 Leasehold improvements 13 12 270 244 Accumulated depreciation: Laboratory equipment 28 23 Computers, office furniture and equipment 184 178 Leasehold improvements 8 7 220 208 Property and equipment, net $ 50 $ 36 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of other accounts payable | December 31, 2020 2019 USD Employees and payroll accruals $ 96 $ 149 Accrued expenses 235 973 $ 331 $ 1,122 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | December 31, 2020 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Short-term investment $ 75 $ 75 $ - $ - Total financial assets $ 75 $ 75 $ - $ - December 31, 2019 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Short-term investment $ 64 $ 64 $ - $ - Total financial assets $ 64 $ 64 $ - $ - |
Share-Based Payment Transacti_2
Share-Based Payment Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of expenses | Year ended December 31, 2020 2019 2018 USD Research and development expenses $ 159 $ 138 $ 123 General and administrative expenses 158 132 130 $ 317 $ 270 $ 253 |
Schedule of estimated using the binomial option pricing model | Description 2020 2019 Risk-free interest rate 0.93 - 2.40 % 1.19% - 2.40 % Expected volatility 65.63- 78.77 % 65.63%- 75.86 % Dividend yield 0 0 Contractual life 9.83 - 10 9.83 - 10 Early Exercise Multiple (Suboptimal Factor) 2.5 - 3 2.5 - 3 Exercise price (NIS) 0.25 - 2.344 0.28 - 2.344 |
Schedule of weighted average exercise prices and modification in option plans of employees | Shares subject to options outstanding 2020 2019 2018 Number Weighted average exercise price Number Weighted average exercise price Number Weighted average exercise price USD USD USD Outstanding at beginning of year 2,673,400 0.89 1,437,400 1.20 1,490,423 1.35 Grants 9,250,000 0.08 1,240,000 0.44 - - Forfeited/expired - - (4,000 ) 5.98 (53,023 ) 7.53 Outstanding at end of year 11,923,400 0.28 2,673,400 0.89 1,437,400 1.20 Exercisable at end of year 2,900,276 0.74 1,134,653 1.39 736,155 2.41 |
Schedule of options outstanding classified by exercise price | Outstanding Exercisable Exercise price per share Options outstanding Weighted average remaining contractual life in years Weighted average exercise Options exercisable Weighted average exercise $0.08 - $0.91 11,190,000 8.59 $ 0.16 2,192,500 $ 0.27 $1.06 - $1.67 555,000 0.25 $ 0.06 529,376 $ 0.22 $2.53 - $5.01 178,400 0.02 $ 0.06 178,400 $ 0.26 11,923,400 2,900,276 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases Abstract | |
Schedule of weighted average remaining lease terms and discount rate | December 31, 2020 December 31, 2019 weighted average remaining lease term (years) 1.71 2.3 weighted average discount rate 13 % 13 % Year ended December 31, 2020 Year ended December 31, 2019 Components of lease expense: Operating lease cost $ 43 $ 29 Total lease expenses $ 43 $ 29 Year ended December 31, 2020 Year ended December 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities $ 43 $ 38 Supplemental non-cash information related to lease liabilities arising from obtaining ROU assets $ 29 $ 76 |
Schedule of maturities of lease liabilities | 2021 $ 45 2022 $ 20 2023 $ 6 Total operating lease payments $ 71 Less: imputed interest $ (4 ) Present value of lease liability $ 67 |
Finance Income (Expense) (Table
Finance Income (Expense) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Banking and Thrift, Interest [Abstract] | |
Schedule of components of finance (income) | Year ended December 31, 2020 2019 2018 USD Finance expenses: Bank commissions $ (23 ) $ (21 ) $ (18 ) Issuance expenses - - - ) Interest expenses from ASC 606 implementation (363 ) (427 ) (427 ) Net loss from exchange rate fluctuations - (33 ) (115 ) Other loss from short-term investment revaluation - (209 ) (644 ) (386 ) (690 ) (1,204 ) Finance income: Interest income on bank deposits 44 72 51 Exchange rate fluctuations 28 - - Other gain from short-term investment revaluation 11 - - 83 72 51 $ (303 ) $ (618 ) $ (1,153 ) |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | December 31, 2020 2019 Deferred tax assets: Net operating loss carry forward $ 32,312 $ 27,288 Temporary differences mainly relating to Research and Development 3,581 2,241 Deferred tax asset before valuation allowance 35,893 29,529 Valuation allowance (35,893 ) (29,529 ) Deferred tax asset, net $ - $ - |
General (Details)
General (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Number of ordinary shares represent by each ADS (in Shares) | 30 | ||
Net losses | $ (14,443) | $ (12,625) | $ (6,571) |
Cash flows from operating activities | $ (12,063) | $ (11,084) | $ (4,155) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Impairment indicators | $ 0 | $ 0 | |
Contract liabilities | 2,490,000 | 2,891,000 | |
Revenues | $ 763,000 | 2,032,000 | $ 3,820,000 |
Percentage of deposits on monthly salary | 8.33% | ||
Severance pay expense | $ 46,000 | 42,000 | $ 42,000 |
Maximum percentage of realization on ultimate settlement | 50.00% | ||
Liability for unrecognized tax benefits | $ 0 | $ 0 | |
Total number of shares subject to outstanding unlisted options (in Shares) | 11,923,400 | 2,673,400 | 1,437,400 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property, plant and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Laboratory equipment and Leasehold improvements [Member] | |
Significant Accounting Policies (Details) - Schedule of property, plant and equipment [Line Items] | |
Depreciation rates property, plant and equipment | 10.00% |
Computers, office furniture and equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of property, plant and equipment [Line Items] | |
Depreciation rates property, plant and equipment | 33.00% |
Minimum [Member] | Computers, office furniture and equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of property, plant and equipment [Line Items] | |
Depreciation rates property, plant and equipment | 6.00% |
Maximum [Member] | Computers, office furniture and equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of property, plant and equipment [Line Items] | |
Depreciation rates property, plant and equipment | 33.00% |
Other Accounts Receivable and_3
Other Accounts Receivable and Prepaid Expenses (Details) - Schedule of other accounts receivable and prepaid expenses - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other accounts receivable and prepaid expenses [Abstract] | ||
Government authorities | $ 18 | $ 14 |
Asset related to Univo transaction (see Note 5) | 637 | |
Prepaid expenses and others | 1,039 | 3,732 |
Total | $ 1,057 | $ 4,383 |
Short-Term Investment (Details)
Short-Term Investment (Details) - Wize Pharma Inc. [Member] - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-Term Investment (Details) [Line Items] | ||
Number of shares hold by company | 356,803 | 356,803 |
Percentage of outstanding shares | 1.06% | 2.20% |
Other Non-Current Receivables_2
Other Non-Current Receivables (Details) $ in Thousands | Sep. 10, 2019USD ($)shares | Feb. 17, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares |
Other Non-Current Receivables (Details) [Line Items] | ||||
Number of instalments payment | 2 | |||
Univo Pharmaceuticals [Member] | ||||
Other Non-Current Receivables (Details) [Line Items] | ||||
Amount agreed to pay by company | $ 500 | |||
Number of ordinary shares issued (in Shares) | shares | 19,934,355 | |||
Number of indications | 2 | |||
Fund paid per indication | $ 200 | |||
Laboratory services expenses | $ 2,199 | $ 201 | ||
Univo Pharmaceuticals [Member] | Private Placement [Member] | ||||
Other Non-Current Receivables (Details) [Line Items] | ||||
Number of ordinary shares issued (in Shares) | shares | 19,934,355 | |||
Percentage of outstanding shares | 16.60% |
Other Non-Current Receivables_3
Other Non-Current Receivables (Details) - Schedule of other non-current receivables - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other non-current receivables [Abstract] | ||
Other receivables (Note 3) | $ 637 | |
Other non-current receivables | 912 | |
Total | $ 1,549 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 12 | $ 14 | $ 14 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment, net - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Cost: | ||
Property and equipment, gross | $ 270 | $ 244 |
Accumulated depreciation: | ||
Accumulated depreciation | 220 | 208 |
Property and equipment, net | 50 | 36 |
Laboratory equipment [Member] | ||
Cost: | ||
Property and equipment, gross | 57 | 39 |
Accumulated depreciation: | ||
Accumulated depreciation | 28 | 23 |
Computers, office furniture and equipment [Member] | ||
Cost: | ||
Property and equipment, gross | 200 | 193 |
Accumulated depreciation: | ||
Accumulated depreciation | 184 | 178 |
Leasehold Improvements [Member] | ||
Cost: | ||
Property and equipment, gross | 13 | 12 |
Accumulated depreciation: | ||
Accumulated depreciation | $ 8 | $ 7 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of other accounts payable - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other accounts payable [Abstract] | ||
Employees and payroll accruals | $ 96 | $ 149 |
Accrued expenses | 235 | 973 |
Other accounts payable | $ 331 | $ 1,122 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Short-term investment | $ 75 | $ 64 |
Total financial assets | 75 | 64 |
Level 1 [Member]] | ||
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Short-term investment | 75 | 64 |
Total financial assets | 75 | 64 |
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Short-term investment | ||
Total financial assets | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of financial assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Short-term investment | ||
Total financial assets |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details) € in Thousands, $ in Thousands, $ in Thousands | Mar. 15, 2015USD ($) | Mar. 15, 2015CAD ($) | Jul. 31, 2019USD ($) | Feb. 25, 2019USD ($) | Aug. 31, 2017USD ($) | Oct. 31, 2016USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2016USD ($) |
Contingent Liabilities and Commitments (Details) [Line Items] | ||||||||
Commission Income Expense (in Euro) | € | € 25 | |||||||
Annual royalties (in Euro) | € | 10 | |||||||
Royalties in a total amount (in Euro) | € | € 850 | |||||||
Patent agreement, description | the patent under the agreement, as follows: (i) €50 thousands upon initiation of Phase I studies; (ii) €100 thousands upon initiation of Phase II studies; (iii) €200 thousands upon initiation of Phase III studies; and (iv) €500 thousands upon marketing approval by any regulatory authority. | |||||||
Royalty payments, percentage | 10.00% | |||||||
Unfront payment amount | $ 750 | $ 1,000 | ||||||
Additional payments | $ 3,250 | $ 2,500 | ||||||
Distribution and supply agreement, description | the Company is entitled to €1,500 thousands upon execution of the agreement plus milestone payments upon achieving certain clinical, launch and sales milestones, as follows: (i) €300 thousands upon initiation of the ACRobat Phase III clinical trial for the treatment of rheumatoid arthritis and €300 thousands upon the initiation of the COMFORT Phase III clinical trial for the treatment of psoriasis, (ii) between €750 thousands and €1,600 thousands following first delivery of commercial launch quantities of Piclidenson for either the treatment of rheumatoid arthritis or psoriasis, and (iii) between €300 thousands and up to €4,025 thousands upon meeting certain net sales. In addition, following regulatory approval, the Company shall be entitled to future royalties on net sales of Piclidenoson in the territories and payment for the manufacturing Piclidenoson. On January 25, 2018 the Company received a first payment of approximately USD 2,200 from Gebro and in August 2018 received approximately USD 350 upon reaching the first milestone. | |||||||
Capital Point a fee percentage | 5.00% | |||||||
Minimum [Member] | ||||||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||||||
Percentage of net sales | 2.00% | |||||||
Maximum [Member] | ||||||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||||||
Percentage of net sales | 3.00% | |||||||
Cipher [Member] | ||||||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||||||
Royalty payments, percentage | 16.50% | 16.50% | ||||||
Unfront payment amount | $ 1,650 | $ 1,292 | ||||||
Additional payments | $ 2,000 | |||||||
Chong kun dang [Member] | ||||||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||||||
Unfront payment amount | $ 6,000 | $ 500 | $ 500 | |||||
Chong kun dang [Member] | Minimum [Member] | ||||||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||||||
Royalty payments, percentage | 10.00% | |||||||
Chong kun dang [Member] | Maximum [Member] | ||||||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||||||
Royalty payments, percentage | 23.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | Jul. 06, 2020 | Jun. 10, 2020$ / sharesshares | Mar. 09, 2020USD ($)$ / sharesshares | Feb. 10, 2020$ / sharesshares | Jan. 09, 2020USD ($)$ / sharesshares | May 10, 2019 | Apr. 04, 2019USD ($)$ / sharesshares | Apr. 28, 2020₪ / sharesshares | Dec. 31, 2019₪ / sharesshares | Sep. 30, 2019shares | May 22, 2019USD ($)$ / sharesshares | Jan. 18, 2019USD ($)$ / sharesshares | Nov. 28, 2013₪ / sharesshares | May 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2020₪ / sharesshares |
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Stockholders equity change In ratio description | (1) ADS representing two (2) ordinary shares to a new ratio of one (1) ADS representing thirty (30) ordinary shares. For ADS holders, the ratio change had the same effect as a one-for-fifteen reverse ADS split. All ADS and per ADS data in the financial statements and their related notes have been retroactively adjusted for all periods presented to reflect the ratio change. | |||||||||||||||||
Ordinary shares issued | 20,250,000 | 996,690 | 19,934,355 | 31,000,020 | ||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 3,200 | $ 6,000 | $ 2,350 | |||||||||||||||
Issuance cost (in Dollars) | $ | $ 414 | $ 540 | $ 428 | |||||||||||||||
Ordinary shares issued | 30 | |||||||||||||||||
Aggregate shares | 22,278,540 | |||||||||||||||||
Reduced exercise price (in Dollars per share) | $ / shares | $ 3.25 | |||||||||||||||||
Issue of new unregistered warrants | 22,278,540 | |||||||||||||||||
Deemed dividend (in Dollars) | $ | $ 715 | |||||||||||||||||
Securities purchase agreement, description | the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company issued and sold (i) 1,825,000 units, each unit consisting of one ADS, and one warrant to purchase one ADS, at a price of USD 1.50 per unit, and (ii) 1,508,334 pre-funded units each pre-funded unit consisting of one pre-funded warrant to purchase one ADS and one warrant, at a price of USD 1.49 per pre-funded unit. The offering of the units and pre-funded units closed on February 12, 2020. | |||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 1,012 | $ 1,550 | $ 75 | $ 115 | $ 282 | |||||||||||||
Increase authorized capital | 1,000,000,000 | |||||||||||||||||
Par value (in New Shekels per share) | ₪ / shares | ₪ 0.25 | ₪ 0.25 | ₪ 0.25 | |||||||||||||||
Stock issuance agreement, description | the Company entered into a definitive agreement with certain institutional and accredited investors providing for the issuance of an aggregate of 1,705,000 ADSs in a registered direct offering at a purchase price of $2.00 per ADS for aggregate gross proceeds of approximately $3,400 prior to deducting the placement agent’s fees and estimated offering expenses payable by the Company. In addition, in a concurrent private placement, the investors received unregistered warrants to purchase up to an aggregate of 852,750 ADSs. The warrants were immediately exercisable and will expire four and a half years from issuance at an exercise price of $2.50 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. The placement agent in the offering also received compensation warrants on substantially the same terms as the investors in the offering in an amount equal to 7.5% of the aggregate number of ADSs sold in the offering (or warrants to purchase up to an aggregate of 127,913 ADSs), at an exercise price of $2.50 per ADSs and a term expiring. | the Company entered into a definitive agreement with certain institutional and accredited investors providing for the issuance of an aggregate of 3,902,440 ADSs in a registered direct offering at a purchase price of $2.05 per ADS for aggregate gross proceeds of approximately $8,000 prior to deducting the placement agent’s fees and estimated offering expenses payable by the Company. | ||||||||||||||||
Aggregate number of ADS percentage | 7.50% | |||||||||||||||||
Exercise price per ADS (in Dollars per share) | $ / shares | $ 2.50 | |||||||||||||||||
Issue of ordinary shares consultant in exchange for services | 1,350,000 | |||||||||||||||||
Share option terms | 10 years | |||||||||||||||||
Expiring date | Feb. 10, 2025 | |||||||||||||||||
2013 Share Option Plan [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Ordinary shares issued | 2,500,000 | |||||||||||||||||
Par value (in New Shekels per share) | ₪ / shares | ₪ 0.25 | |||||||||||||||||
Ordinary shares reserved for issuance | 25,000,000 | |||||||||||||||||
Shares available for future grant | 13,225,000 | |||||||||||||||||
ADS [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Sold an aggregate shares | 328,205 | 1,500,000 | 149,206 | |||||||||||||||
Ordinary shares issued | 675,000 | 1,033,334 | ||||||||||||||||
Warrants to purchase additional shares | 149,206 | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 19.50 | |||||||||||||||||
Purchase aggregate warrant | 328,205 | 1,500,000 | 7,460 | |||||||||||||||
Exercise prices (in Dollars per share) | $ / shares | $ 2.50 | $ 1.875 | $ 12.90 | $ 4 | ||||||||||||||
Aggregate warrant purchased | 292,683 | 16,410 | 75,000 | |||||||||||||||
Aggregate shares | 742,618 | |||||||||||||||||
Issue of new unregistered warrants | 1,951,220 | |||||||||||||||||
Exercise price subject to adjustment (in Dollars per share) | $ / shares | $ 3.45 | |||||||||||||||||
Compensation warrant exercisable | 250,000 | |||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 1.50 | $ 1.50 | ||||||||||||||||
ADS [Member] | Minimum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Exercise prices (in Dollars per share) | $ / shares | 12.90 | |||||||||||||||||
ADS [Member] | Maximum [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Exercise prices (in Dollars per share) | $ / shares | $ 78.75 | |||||||||||||||||
ADS [Member] | Private Placement Warrants [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issue of new unregistered warrants | 742,618 | |||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Sold an aggregate shares | 9,846,156 | |||||||||||||||||
Ordinary shares issued | 9,846,156 | 45,000,000 | 4,476,192 | 1,350,000 | 996,690 | 437,000 | ||||||||||||
Warrants to purchase additional shares | 4,476,192 | |||||||||||||||||
Ordinary shares issued | 492,308 | 45,000,000 | 223,810 | |||||||||||||||
Ordinary shares issued | 2,250,000 | |||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 100 | $ 72 | $ 30 |
Share-Based Payment Transacti_3
Share-Based Payment Transactions (Details) - shares | Jun. 14, 2020 | Nov. 11, 2019 | Mar. 11, 2019 | May 27, 2020 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-Based Payment Transactions (Details) [Line Items] | ||||||||
Options exercisable to ordinary shares | 3,000,000 | 500,000 | 400,000 | 3,750,000 | 340,000 | |||
Description of exercise price | exercise price of NIS 0.25 per share (USD 0.07 per share, respectively, based on the exchange rate reported by the Bank of Israel on the same day). | exercise price of NIS 0.28 per share (USD 0.08 per share, respectively, based on the exchange rate reported by the Bank of Israel on December 31, 2019). | exercise price of NIS 2.344 per share (USD 0.68 per share, respectively, based on the exchange rate reported by the Bank of Israel on December 31, 2019). | exercise price of NIS 0.25 per shares (USD 0.06 per share, respectively, based on the exchange rate reported by the Bank of Israel on the same day). | exercise price of NIS 2.344 per shares (USD 0.68 per share, respectively, based on the exchange rate reported by the Bank of Israel on December 31, 2019). | |||
Grant period | 4 years | 48 months | 48 months | 48 months | 4 years | |||
Weighted average remaining contractual life | 6 years 357 days | 7 years 339 days | 7 years 233 days | |||||
Board of directors [Member] | ||||||||
Share-Based Payment Transactions (Details) [Line Items] | ||||||||
Options exercisable to ordinary shares | 2,500,000 | |||||||
Description of exercise price | exercise price of NIS 0.25 per share (USD 0.06 per share, respectively, based on the exchange rate reported by the Bank of Israel on the same day). | |||||||
Grant period | 4 years |
Share-Based Payment Transacti_4
Share-Based Payment Transactions (Details) - Schedule of expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of expenses [Abstract] | |||
Research and development expenses | $ 159 | $ 138 | $ 123 |
General and administrative expenses | 158 | 132 | 130 |
Share-based payments | $ 317 | $ 270 | $ 253 |
Share-Based Payment Transacti_5
Share-Based Payment Transactions (Details) - Schedule of estimated using the binomial option pricing model - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Payment Transactions (Details) - Schedule of estimated using the binomial option pricing model [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-Based Payment Transactions (Details) - Schedule of estimated using the binomial option pricing model [Line Items] | ||
Risk-free interest rate | 0.93% | 1.19% |
Expected volatility | 65.63% | 65.63% |
Contractual life | 9 years 302 days | 9 years 302 days |
Early Exercise Multiple (Suboptimal Factor) (in Dollars per share) | $ 2.5 | $ 2.5 |
Exercise price (NIS) (in Dollars per share) | $ 0.25 | $ 0.28 |
Maximum [Member] | ||
Share-Based Payment Transactions (Details) - Schedule of estimated using the binomial option pricing model [Line Items] | ||
Risk-free interest rate | 2.40% | 2.40% |
Expected volatility | 78.77% | 75.86% |
Contractual life | 10 years | 10 years |
Early Exercise Multiple (Suboptimal Factor) (in Dollars per share) | $ 3 | $ 3 |
Exercise price (NIS) (in Dollars per share) | $ 2.344 | $ 2.344 |
Share-Based Payment Transacti_6
Share-Based Payment Transactions (Details) - Schedule of weighted average exercise prices and modification in option plans of employees - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of weighted average exercise prices and modification in option plans of employees [Abstract] | |||
Number of Outstanding at beginning of year | 2,673,400 | 1,437,400 | 1,490,423 |
Weighted average exercise price, Outstanding at beginning of year | $ 0.89 | $ 1.20 | $ 1.35 |
Number of Grants | 9,250,000 | 1,240,000 | |
Weighted average exercise price, Grants | $ 0.08 | $ 0.44 | |
Number of Forfeited/expired | (4,000) | (53,023) | |
Weighted average exercise price, Forfeited/expired | $ 5.98 | $ 7.53 | |
Number of Outstanding at end of year | 11,923,400 | 2,673,400 | 1,437,400 |
Weighted average exercise price, Outstanding at end of year | $ 0.28 | $ 0.89 | $ 1.20 |
Number of Exercisable at end of year | 2,900,276 | 1,134,653 | 736,155 |
Weighted average exercise price, Exercisable at end of year | $ 0.74 | $ 1.39 | $ 2.41 |
Share-Based Payment Transacti_7
Share-Based Payment Transactions (Details) - Schedule of options outstanding classified by exercise price | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in Shares) | shares | 11,923,400 |
Weighted average exercise price per share | $ 2,900,276 |
Exercise price $0.08 - $0.91 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in Shares) | shares | 11,190,000 |
Weighted average remaining contractual life in years | 8 years 215 days |
Weighted average exercise price per share | $ 2,192,500 |
Exercisable, Options exercisable | $ 0.27 |
Exercisable, Weighted average exercise price per share (in Shares) | shares | 0.16 |
Exercise price $0.08 - $0.91 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ 0.08 |
Exercise price $0.08 - $0.91 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ 0.91 |
Exercise price $1.06 - $1.67 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in Shares) | shares | 555,000 |
Weighted average remaining contractual life in years | 3 months |
Weighted average exercise price per share | $ 529,376 |
Exercisable, Options exercisable | $ 0.22 |
Exercisable, Weighted average exercise price per share (in Shares) | shares | 0.06 |
Exercise price $1.06 - $1.67 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ 1.06 |
Exercise price $1.06 - $1.67 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ 1.67 |
Exercise price $2.53 - $5.01 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding (in Shares) | shares | 178,400 |
Weighted average remaining contractual life in years | 7 days |
Weighted average exercise price per share | $ 178,400 |
Exercisable, Options exercisable | $ 0.26 |
Exercisable, Weighted average exercise price per share (in Shares) | shares | 0.06 |
Exercise price $2.53 - $5.01 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ 2.53 |
Exercise price $2.53 - $5.01 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ 5.01 |
Leases (Details)
Leases (Details) | Dec. 31, 2020 |
ASU 2016-02 Transition [Abstract] | |
Lease term | 3 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease expense and supplemental cash flow information related to leases and weighted average remaining lease terms and discount rate - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of lease expense and supplemental cash flow information related to leases and weighted average remaining lease terms and discount rate [Abstract] | ||
weighted average remaining lease term (years) | 1 year 259 days | 2 years 109 days |
weighted average discount rate | 13.00% | 13.00% |
Components of lease expense: | ||
Operating lease cost | $ 43 | $ 29 |
Total lease expenses | 43 | 29 |
Supplemental cash flow information | ||
Cash paid for amounts included in the measurement of lease liabilities | 43 | 38 |
Supplemental non-cash information related to lease liabilities arising from obtaining ROU assets | $ 29 | $ 76 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturities of lease liabilities $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of maturities of lease liabilities [Abstract] | |
2021 | $ 45 |
2022 | 20 |
2023 | 6 |
Total operating lease payments | 71 |
Less: imputed interest | (4) |
Present value of lease liability | $ 67 |
Finance Income (Expense) (Detai
Finance Income (Expense) (Details) - Schedule of components of finance (income) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finance expenses: | |||
Bank commissions | $ (23) | $ (21) | $ (18) |
Issuance expenses | |||
Interest expenses from ASC 606 implementation | (363) | (427) | (427) |
Net loss from exchange rate fluctuations | (33) | (115) | |
Other loss from short-term investment revaluation | (209) | (644) | |
Finance expenses | (386) | (690) | (1,204) |
Finance income: | |||
Interest income on bank deposits | 44 | 72 | 51 |
Exchange rate fluctuations | 28 | ||
Other gain from short-term investment revaluation | 11 | ||
Finance income | 83 | 72 | 51 |
Total finance income and expenses | $ (303) | $ (618) | $ (1,153) |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Taxes on Income (Details) [Line Items] | |||
Carryforward losses amount (in Dollars) | $ 140,485 | ||
Israel [Member] | |||
Taxes on Income (Details) [Line Items] | |||
Corporate tax rate | 23.00% | 23.00% | 23.00% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 32,312 | $ 27,288 |
Temporary differences mainly relating to Research and Development | 3,581 | 2,241 |
Deferred tax asset before valuation allowance | 35,893 | 29,529 |
Valuation allowance | (35,893) | (29,529) |
Deferred tax asset, net |
Transactions with Related Par_2
Transactions with Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |||
Aggregate amount of research and development expenses | $ 252 | $ 163 | $ 229 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Feb. 28, 2021 | Mar. 16, 2021 |
Subsequent Events (Details) [Line Items] | |||
Issued ordinary shares | 5,926,830 | 45,000,000 | |
Total consideration received (in Dollars) | $ 494 | $ 2,250 | |
Subsequent event, description | Under the terms of the distribution agreement, Ewopharma paid Can-Fite $2,250 upfront and is entitled to up to an additional $40,450 payable upon the achievement of regulatory and sales milestones plus 17.5% royalties on net sales. | ||
ADS [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Exchange for exercise of ADS | 197,561 | 1,500,000 |