Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | PV Nano Cell, Ltd. |
Entity Central Index Key | 0001627480 |
Trading Symbol | PVNNF |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2018 |
Entity Emerging Growth Company | true |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 23,491,948 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 144,948 | $ 450,305 |
Restricted cash | 14,674 | 15,380 |
Accounts receivable, net | 200,776 | 81,345 |
Other current assets | 65,011 | 55,298 |
Inventory, net | 53,344 | 100,883 |
Total current assets | 478,753 | 703,211 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 300,702 | 431,772 |
Intangible asset, net | 3,821,844 | 4,292,617 |
Goodwill | 3,026,036 | 3,187,417 |
Total non-current assets | 7,148,582 | 7,911,806 |
Total assets | 7,627,335 | 8,615,017 |
CURRENT LIABILITIES: | ||
Short term bank credit | 64,900 | |
Short-term loans | 97,618 | |
Trade payables | 709,269 | 1,006,052 |
Employees and payroll accruals | 359,273 | 433,145 |
Accrued expenses and other current liabilities | 842,142 | 1,025,161 |
Convertible loans | 226,661 | 492,385 |
Total current liabilities | 2,137,345 | 3,119,261 |
NON-CURRENT LIABILITIES: | ||
Capital note | 32,000 | 57,658 |
Receipt on account of ordinary shares and warrants | 600,000 | |
Convertible loans | 1,809,816 | |
Warrants presented at fair value | 945,025 | 2,035,378 |
Total non-current liabilities | 2,786,841 | 2,693,036 |
Total liabilities | 4,924,186 | 5,812,297 |
SHAREHOLDERS' EQUITY: | ||
Ordinary shares of NIS 0.01 par value - Authorized: 200,000,000 and 100,000,000 ordinary shares as of December 31, 2018 and 2017, respectively; Issued and outstanding: 23,491,948 and 21,737,263 ordinary shares as of December 31, 2018 and 2017, respectively | 63,301 | 58,559 |
Additional paid in capital | 19,698,606 | 17,830,361 |
Accumulated deficit | (17,058,758) | (15,086,200) |
Total shareholders' equity | 2,703,149 | 2,802,720 |
Total liabilities and shareholders' equity | $ 7,627,335 | $ 8,615,017 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - ₪ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (NIS) | ₪ 0.01 | ₪ 0.01 |
Ordinary shares, shares authorized | 200,000,000 | 100,000,000 |
Ordinary shares, shares issued | 23,491,948 | 21,737,263 |
Ordinary shares, shares outstanding | 23,491,948 | 21,737,263 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 460,739 | $ 88,691 | $ 67,678 |
Other income | 10,403 | ||
Total revenues | 460,739 | 88,691 | 78,081 |
Cost of revenues | 388,265 | 94,238 | 78,622 |
Amortization of intangible assets | 470,773 | 37,694 | |
Gross loss | 398,299 | 43,241 | 541 |
Operating expenses: | |||
Research and development | 1,090,295 | 787,025 | 976,882 |
Less - research and development grants | (314,652) | (382,134) | (344,056) |
Research and development, net | 775,643 | 404,891 | 632,826 |
Sales and marketing | 550,008 | 480,963 | 336,287 |
General and administrative | 1,297,711 | 1,227,632 | 571,110 |
Goodwill impairment | 161,381 | ||
Acquisition related costs | 750,956 | ||
Total operating expenses | 2,784,743 | 2,864,442 | 1,540,223 |
Operating loss | 3,183,042 | 2,907,683 | 1,540,764 |
Financial (income) expenses, net | (1,210,484) | (63,778) | 80,636 |
Net loss | $ 1,972,558 | $ 2,843,905 | $ 1,621,400 |
Net loss per ordinary share: | |||
Basic and diluted net loss per ordinary share | $ 0.09 | $ 0.19 | $ 0.12 |
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share | 23,142,850 | 15,249,947 | 13,704,673 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Ordinary shares | Additional paid-in Capital | Accumulated deficit | Total |
Balance at Dec. 31, 2015 | $ 33,506 | $ 8,927,429 | $ (10,616,516) | $ (1,655,581) |
Balance, Shares at Dec. 31, 2015 | 12,907,898 | |||
Issuance of ordinary shares, net of issuance cost | $ 3,199 | 1,010,609 | 1,013,808 | |
Issuance of ordinary shares, net of issuance cost, Shares | 1,234,001 | |||
Beneficial conversion feature related to bridge financing notes | 74,160 | 74,160 | ||
Conversion of bridge financing notes to ordinary shares | $ 713 | 205,287 | 206,000 | |
Conversion of bridge financing notes to ordinary shares, Shares | 274,667 | |||
Exercise of warrants | $ 76 | 26,175 | 26,251 | |
Exercise of warrants, Shares | 28,638 | |||
Exercise of options | $ 154 | 154 | ||
Exercise of options, Shares | 59,922 | |||
Stock based compensation | 52,389 | 52,389 | ||
Cumulative effect adjustment from adoption of ASU 2016-09 | 4,379 | (4,379) | ||
Net loss | (1,621,400) | (1,621,400) | ||
Balance at Dec. 31, 2016 | $ 37,648 | 10,300,428 | (12,242,295) | (1,904,219) |
Balance, Shares at Dec. 31, 2016 | 14,505,126 | |||
Issuance of ordinary shares, net of issuance cost | $ 20,911 | 7,393,799 | 7,414,710 | |
Issuance of ordinary shares, net of issuance cost, Shares | 7,232,137 | |||
Stock based compensation | 136,134 | 136,134 | ||
Net loss | (2,843,905) | (2,843,905) | ||
Balance at Dec. 31, 2017 | $ 58,559 | 17,830,361 | (15,086,200) | 2,802,720 |
Balance, Shares at Dec. 31, 2017 | 21,737,263 | |||
Issuance of ordinary shares | $ 3,116 | 958,654 | 961,770 | |
Issuance of ordinary shares, shares | 1,167,615 | |||
Issuance of ordinary shares in connection with conversion of convertible loans | $ 477 | 58,730 | 59,207 | |
Issuance of ordinary shares in connection with conversion of convertible loans, shares | 178,689 | |||
Issuance of ordinary shares in connection with Professional service rendered | $ 968 | 220,508 | 221,476 | |
Issuance of ordinary shares in connection with Professional service rendered, shares | 343,750 | |||
Beneficial conversion feature related to convertible loans | 338,266 | 338,266 | ||
Issuance of warrants | 137,284 | 137,284 | ||
Exercise of options | $ 181 | 813 | 994 | |
Exercise of options, Shares | 64,631 | |||
Stock based compensation | 153,990 | 153,990 | ||
Net loss | (1,972,558) | (1,972,558) | ||
Balance at Dec. 31, 2018 | $ 63,301 | $ 19,698,606 | $ (17,058,758) | $ 2,703,149 |
Balance, Shares at Dec. 31, 2018 | 23,491,948 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (1,972,558) | $ (2,843,905) | $ (1,621,400) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 149,307 | 88,289 | 55,212 |
Amortization | 470,773 | 37,694 | |
Fair value of warrants issued for services | 119,779 | 738,091 | |
Interest and accretion back in connection with convertible loans | 1,019,402 | (282,015) | |
Interest expense in connection with a short-term loan | 13,289 | ||
Share-based compensation | 153,990 | 136,134 | 52,389 |
Professional service received in connection with issuance of ordinary shares | 221,476 | 298,600 | |
Goodwill impairment | 161,381 | ||
Beneficial conversion feature related to bridge financing notes | 74,160 | ||
Change in operating assets and liabilities: | |||
Change in restricted cash | 706 | ||
Change in accounts receivable | (119,431) | 28,087 | (18,807) |
Change in other current assets | (9,713) | 274,179 | (19,223) |
Change in inventories | 47,539 | (11,311) | (5,613) |
Change in trade payables | (296,783) | (153,892) | 164,926 |
Change in employees and payroll accruals | (73,872) | 90,028 | 33,314 |
Change in accrued expenses and other current liabilities | (183,019) | (91,273) | (20,167) |
Change in fair value of warrants and capital note | (2,280,318) | (491,884) | (25,936) |
Net cash used in operating activities | (2,591,341) | (2,169,889) | (1,281,273) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (18,237) | (2,185) | (13,860) |
Net cash used in investing activities | (18,237) | (2,185) | (13,860) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from convertible loans, net of issuance costs | 1,898,130 | 774,400 | 206,000 |
Proceeds from issuance of ordinary shares, net of issuance costs | 567,615 | 388,019 | 1,013,808 |
Proceeds from issuance of warrants | 684,015 | ||
Receipt on account of ordinary shares and warrants | 600,000 | ||
Proceeds from warrants exercise | 26,251 | ||
Proceeds from stock options exercise | 994 | 154 | |
Proceeds from issuance of warrants classified as liability | 183,260 | ||
(Decrease) increase in short term bank credit | (64,900) | 37,723 | (19,030) |
Proceeds in connection with a promissory note | 162,000 | ||
Repayment of the promissory note principal | (25,510) | (150,000) | |
Repayment of short-tern bank loan | (72,108) | ||
Net cash provided by financing activities | 2,304,221 | 2,496,157 | 1,410,443 |
Increase (decrease) in cash and cash equivalents | (305,357) | 324,083 | 115,310 |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 450,305 | 126,222 | 10,912 |
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | 144,948 | 450,305 | 126,222 |
SUPPLEMENTAL INFORMATION AND DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | |||
Issuance of ordinary shares in connection with acquisition (see also Note 3) | 6,728,091 | ||
Conversion of convertible loans including interest to ordinary shares | 59,207 | 206,000 | |
Purchase of property and equipment on credit | $ 224,550 | ||
Issuance of ordinary shares | $ 394,155 |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. P.V. Nano Cell Ltd. (the “Company”) was incorporated in June 2009 under the laws of Israel. The Company along with its two fully owned Israeli subsidiaries: Nano Size Ltd. (“Nano Size”) and Digiflex Ltd (“Digiflex”) are mainly engaged in developing, manufacturing, marketing and commercializing conductive inks for digital inkjet conductive printing applications and manufacturing printing machines, which offers solutions for inkjet print-quality technologies. Refer to Note 3 for additional information regarding the acquisition of Digiflex and its fully owned subsidiaries that were acquired on December 3, 2017. The Company, Nano Size, Digiflex and Digiflex fully owned subsidiaries jointly defined as the “Group”. During 2013, the Company formed a Chinese joint venture (“JV”) together with three shareholders. The Company owned 40% of the outstanding equity securities of the JV. The JV was inactive and dissolved during 2018. b. Since its inception, the Group has incurred operating losses and has used cash in its operations. During the year ended December 31, 2018, the Group used cash in operating activities of approximately $2.6 million, incurred a net loss of approximately $2.0 million and had a total accumulated deficit of approximately $17.1 million as of December 31, 2018. The Group requires additional financing in order to continue to fund its current operations and to pay existing and future liabilities. The Group intends to finance operating costs over the next twelve (12) months through issuance of equity securities or debts and by increasing its inflow from revenue. The Group is currently negotiating with third parties in an attempt to obtain additional sources of funds which, in management’s opinion, would provide adequate cash flows to finance the Group’s operations. The satisfactory completion of these negotiations is essential to provide sufficient cash flow to meet current operating requirements. However, the Group cannot give any assurance that it will be able to achieve a level of profitability from the sale of its products to sustain its operations in the future. These conditions raise substantial doubt about the Group’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation: The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”). b. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to tax assets and liabilities, fair values of stock-based awards, warrants to purchase the Company’s ordinary shares, capital note and inventories write-offs. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. c. Consolidated financial statements in U.S. dollars: The accompanying consolidated financial statements have been prepared in U.S. dollars (“dollar” or “dollars”). A substantial portion of the Group’s costs are incurred in New Israeli Shekels (“NIS”). However, the Group finances its operations mainly in U.S. dollars and a majority of the Group’s revenues are denominated in dollars. As such, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Transactions and balances that are denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters”. All foreign currency transaction gains and losses are reflected in the consolidated statements of operations as financial income or expenses, as appropriate. d. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, intercompany transactions and balances have been eliminated upon consolidation. e. Inventory, net: Inventories are measured at the lower of cost and net realizable value, cost is computed on a first-in, first-out basis. The inventories consist of finished goods and raw materials. f. Property and equipment: Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated by the straight-line method, over the estimated useful lives of the assets, at the following annual rates: % Computers 15 – 33 Equipment 7 – 33 Office furniture 6 – 15 Leasehold improvements (*) (*) Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Group and intended to be exercised) and the expected life of the improvement. Long-lived assets of the Group are reviewed for impairment in accordance with ASC No. 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. The Group did not record any impairment losses during the years ended December 31, 2018, 2017 and 2016. g. Goodwill: Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is not amortized but rather is tested for impairment annually at the reporting unit level, or whenever events or circumstances present an indication of impairment. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The primary items that generate goodwill include the value of the synergies between the acquired companies and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is tested for impairment on an annual basis in the fourth quarter and whenever indicators of potential impairment requires an interim goodwill impairment analysis. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company performs a qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is not required. However, if the Company concludes otherwise, it is then required to perform a quantitative assessment for goodwill impairment. The Company has early adopted a new guidance which simplifies the test for goodwill impairment. Under the new guidance, the Company performs its quantitative goodwill impairment test by comparing the fair value of its reporting unit with its carrying value. If the reporting unit’s carrying value is determined to be greater than its fair value, an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. If the fair value of the reporting unit is determined to be greater than its carrying amount, the applicable goodwill is not impaired and no further testing is required. The evaluation of goodwill impairment requires the Company to make assumptions associated with its reporting unit fair value. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. The Company applied the quantitative goodwill impairment test as mentioned above, the results of such test were that the reporting unit’s carrying value was greater than its fair value and as a result, the Company recorded a goodwill impairment charge of $161,381 and presented such charge as a separate line item within its statement of operations for the year ended December 31, 2018. h. Intangible assets: Intangible assets and their useful lives are as follows: Estimated useful life Technology Ten (10) years Backlog One (1) year Intangible assets represent acquired technology and backlog. Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life, which is determined by identifying the period over which most of the cash flows are expected to be generated. For definite life intangible assets, the Company reviews the carrying amounts for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating recoverability, the Company groups assets and liabilities at the lowest level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The Company then compares the carrying amounts of the asset or asset groups with their respective estimated undiscounted future cash flows. If the definite life intangible asset or asset group are determined to be impaired, an impairment charge is recorded at the amount by which the carrying amount of the asset or asset group exceeds their fair value. The Group did not record any intangible assets impairment during the years ended December 31, 2018 and 2017. i. Revenue Recognition: Revenues from ink, services and maintenance are recognized in accordance with ASC No. 605-15, “Revenue Recognition” when delivery has occurred, persuasive evidence of an agreement exists, the vendor’s fee is fixed or determinable, and collectability is reasonably assured. Other income, represent a sale of production waste. j. Research and development, net: Research and development expenses are charged to the consolidated statements of operations as incurred, net of grants received, as described in section k. below. k. Government grants: The Group receives participation funds and grants, which represents participation of the government of Israel and European grants. These amounts are recognized on the accrual basis as a reduction of research and development costs as such costs are incurred. l. Income taxes: The Group accounts for income taxes in accordance with ASC No. 740, “Income Taxes”. This Statement prescribes the use of the liability method whereby deferred tax assets 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 Group provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that more likely than not to be realized. 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. m. Accounting for stock-based compensation: The Company accounts for share based compensation in accordance with ASC No. 718, “Compensation - Stock Compensation” that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line attribution method over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur. The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its stock-options awards. The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the expected stock volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical stock price movements. The Company uses the simplified method until such time as there is sufficient historical exercise data to allow the Company to make and rely upon assumptions as to the expected life of outstanding options. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected life of the options. Historically, the Company has not paid dividends and in addition has no foreseeable plans to pay dividends, and therefore uses an expected dividend yield of zero in the option pricing model. The fair value for options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year ended December 31, 2018 2017 2016 Dividend yield 0% 0% 0% Expected volatility 60% 64%-70% 68%-71% Risk-free interest 2.15%-2.91% 1.78%-2.28% 0.83%-0.97% Expected life (in years) 3.5-4.37 7 2.98 n. Concentrations of credit risks: Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivables. The Group’s cash and cash equivalents balances are managed in major banks in Israel. The majority of the Group’s cash and cash equivalents are deposited in major banks in Israel. Deposits in Israel are not insured. Generally, these deposits may be withdrawn upon demand and therefore bear low risk. The Group’s accounts receivables are derived from sales mainly in Israel, Europe and the US. Concentration of credit risk with respect to accounts receivables is limited by ongoing credit evaluation and account monitoring procedures. The Group performs ongoing credit evaluations and establishes an allowance for doubtful accounts based on factors that may affect a customers’ ability to pay, such as known disputes, age of the receivable balance and past experience. Allowance for doubtful accounts amounted to $0 and $2,720 as of December 31, 2018 and 2017, respectively. The Group writes off receivables when they are deemed uncollectible, having exhausted all collection efforts. Actual collection experience may not meet expectations and may result in increased bad debt expense. o. Severance pay: Pursuant to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”), the Group’s Israeli employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Group to an Israeli insurance company. Payments in accordance with Section 14 release the Group from any future severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Group’s consolidated balance sheets. Severance expenses for the years ended December 31, 2018, 2017 and 2016 amounted to $64,261, $40,568 and $44,511, respectively. p. Fair value of financial instruments: The Group applies ASC 820, “Fair Value Measurements and Disclosures”. 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 Group 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 Group. Unobservable inputs are inputs that reflect the Group’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 or liabilities that the Group has the ability to access at the measurement date. 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 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In accordance with ASC 480, the Group measures its warrants to purchase the Company’s ordinary shares classified as liability and the capital note at fair value. The carrying amounts of cash and cash equivalents, accounts receivables, other current assets, trade payables and other accounts liabilities approximate their fair value due to the short-term maturity of such instruments. The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2018: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 945,025 $ 945,025 Capital note - - 32,000 32,000 Total financial liabilities - - $ 977,025 $ 977,025 The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2017: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 2,035,378 $ 2,035,378 Capital note - - 57,658 57,658 Total financial liabilities - - $ 2,093,036 $ 2,093,036 The following table presents reconciliations for the Company’s liabilities measured and recorded at fair value on a recurring basis, using significant unobservable inputs (Level 3): Level 3 Balance as of January 1, 2016 $ 1,005,490 Fair value of warrants issued and capital note 183,260 Changes in Fair value of warrants and capital note (25,936 ) Balance as of December 31, 2016 1,162,814 Fair value of warrants issued 684,015 Fair value of warrants granted for services 738,091 Changes in Fair value of warrants and capital note (491,884 ) Balance as of December 31, 2017 2,093,036 Fair value of warrants issued 966,094 Fair value of warrants granted for services 119,779 Changes in Fair value of warrants and capital note (2,201,884 ) Balance as of December 31, 2018 $ 977,025 q. Basic and diluted net loss per ordinary share: Basic net loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during each year, plus the dilutive potential of ordinary shares considered outstanding during the year in accordance with ASC 260, “Earnings Per Share”. Diluted loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during the year, plus the dilutive effect of ordinary shares considered outstanding during the year. The total number of ordinary shares related to the outstanding stock options excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect, was 1,714,039, 1,429,713 and 836,514 for the years ended December 31, 2018, 2017 and 2016, respectively. The total number of warrants to purchase ordinary shares related to the outstanding options excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect, was 98,435,325, 4,879,701 and 2,834,410 for the years ended December 31, 2018, 2017 and 2016, respectively (the amount presented for the year ended December 31, 2018 was calculated based on applying an exercise price of $0.17 for the convertible loans and its related warrants issued on October, November and December 2018, see Note 8f., 8g. and 8h. for additional information). r. Business combination: The Company accounted for business combination in accordance with ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. Acquisition related costs are recorded within the statement of operations in the period it was incurred. s. Contingencies: The Group is involved in various commercial, government investigation and other legal proceedings that arise from time to time. The Group records accruals for these types of contingencies to the extent that the Group concludes their occurrence is probable and that the related liabilities are estimable. When accruing these costs, the Group will recognize an accrual in the amount within a range of loss that is the best estimate within the range. When no amount within the range is a better estimate than any other amount, the Group accrues for the minimum amount within the range. The Group records anticipated recoveries under existing insurance contracts that are virtually certain of occurring at the gross amount that is expected to be collected. Legal costs are expensed as incurred. t. Recently issued accounting standards: Adopted in the current year: 1. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019, and early adoption is permitted. The Group adopted this guidance commencing January 1, 2018. Not yet adopted in the current year: 2. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC 605”), Revenue Recognition, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new revenue standard permits companies to either apply the requirements retrospectively to all prior periods presented or apply the requirements in the year of adoption through a modified retrospective approach with a cumulative adjustment. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2019. The Group is intent to adopt the modified retrospective approach starting the first quarter of 2019. 3. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financial or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2020. The Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. 4. In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07. This ASU supersedes ASC 505-50, Equity - Equity-Based Payments to Non-Employees, and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in Topic 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. Entities should apply the amendments on a modified retrospective basis, through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the ASU is adopted, for all: 1. Liability-classified nonemployee awards that have not been settled as of the adoption date and 2. Equity-classified nonemployee awards for which a measurement date has not been established. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for periods in which financial statements have not yet been issued. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2021. The Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. 5. In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13. This update replaces the incurred loss impairment methodology in current U.S. GAAP for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, the guidance requires to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2021. The Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 3:- ACQUISITION a. Digiflex: On December 3, 2017 (“Transaction Date”), the Company consummated the acquisition of 100% of the shares of Digiflex and its two wholly-owned subsidiaries: Digiflex Inc. and Digiflex HK Limited in an all-stock transaction. Digiflex was incorporated in Israel in March 2008, it manufactures printing machines, which offers solutions for inkjet print-quality technologies. Digiflex develops a unique bi-component ink, which enables the use of ink-jet technology in various industrial procedures. Digiflex Inc. was incorporated in the United States and is engaged in sales and marketing of the Digiflex’s products. Digiflex HK Limited was incorporated in Hong-Kong was inactive since inception and materially dissolved during March 2019. The Company issued 6,560,471 ordinary shares and 198,788 stock options to Digiflex former shareholders and option holders. Upon closing, the Company was owned 25% by the pre closing Digiflex shareholders and option holders and 75% by the pre closing shareholders and option holders of Company on a fully diluted basis as defined in the agreement. In addition, as part of the purchase agreement, Digiflex former shareholders’ also invested $200 thousand in Digiflex prior to the transaction to satisfy some of its liabilities. The Company incurred acquisition related costs totaling $75,000 in cash and also granted 675,926 warrants to the Company’s consultants at an exercise price of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) per ordinary share, the fair value of the warrants amounted to $675,926 and were included as part of the acquisition related costs within the statement of operations. The issued 675,926 warrants are exercisable on a cashless basis under certain circumstances among other things and as a result were classified as liabilities accordance with ASC 480. As of December 31, 2018 and 2017, the fair value of the warrants amounted to $70,968 and $675,926, respectively The main reason for the acquisition is to get the special technologies developed by Digiflex, a special cost efficient printer based on a commercial printing platform, very high accuracy (ten (10) inks in parallel printing) and special polymeric inks. The Digiflex transaction is reflected in accordance with ASC Topic 805, “Business Combinations”, using the acquisition method of accounting. The total purchase price was allocated to Digiflex’s net tangible and intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. The goodwill is attributable primarily to the fact the technology has been developed and proven in the market, thereby hopefully reducing its risks. The related goodwill and intangible assets are not deductible for tax purposes. The allocation of the purchase price to assets acquired and liabilities assumed is as follows: Restricted cash $ 15,380 Accounts receivable 90,825 Prepaid expenses and other current assets 195,580 Inventory 32,500 Property and equipment 116,884 Short-term bank loan (80,829 ) Trade payable (486,407 ) Employees and payroll accruals (171,319 ) Accrued expenses and other current liabilities (502,251 ) Intangible assets 4,330,311 Goodwill 3,187,417 Total purchase price $ 6,728,091 b. Intangible assets: The fair value of the intangible assets was based on the market participant approach to valuation, performed by a reputable third-party valuation firm using estimates and assumptions provided by management. The following table sets forth the components of intangible assets associated with the Digiflex acquisition: Purchase price Estimated useful life Technology $ 4,284,315 Ten (10) years Backlog 45,996 One (1) year Total amount allocated to intangible assets $ 4,330,311 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4:- OTHER CURRENT ASSETS December 31, 2018 2017 Government authorities $ 48,335 $ 50,169 Other 16,676 5,129 $ 65,011 $ 55,298 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5:- PROPERTY AND EQUIPMENT, NET December 31, 2018 2017 Cost: Equipment $ 575,432 $ 634,203 Computers 33,122 9,060 Office furniture 29,906 23,260 Leasehold improvements 23,461 75,841 658,921 742,364 Accumulated depreciation: 358,219 310,592 Property and equipment, net $ 300,702 $ 431,772 Depreciation expenses for the years ended December 31, 2018, 2017 and 2016 were $149,307, $88,289 and $55,212, respectively. Also, the Company disposed $101,680 worth of property and equipment during the year ended December 31, 2018. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 6:- INTANGIBLE ASSETS, NET December 31, 2018 2017 Cost: Technology $ 4,284,315 $ 4,284,315 Backlog 45,996 45,996 4,330,311 4,330,311 Accumulated amortization: 508,467 37,694 Intangible assets, net $ 3,821,844 $ 4,292,617 Amortization expenses for the years ended December 31, 2018, 2017 and 2016 were $470,773, $37,694 and $0, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 7:- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2018 2017 Provision for professional fees $ 603,038 $ 572,875 Government authorities 33,902 132,612 Grants received in advance 66,339 107,162 Provision for legal claims 8,083 74,612 Other 130,780 137,900 $ 842,142 $ 1,025,161 |
Loans and Convertible Bridge Fi
Loans and Convertible Bridge Financing | 12 Months Ended |
Dec. 31, 2018 | |
Loans and Convertible Bridge Financing [Abstract] | |
LOANS AND CONVERTIBLE BRIDGE FINANCING | NOTE 8:- LOANS AND CONVERTIBLE BRIDGE FINANCING a. In February and March 2016, the Company issued convertible bridge financing notes (the "Additional Notes") with an aggregate principal amount of $206,000. Each Additional Note may be converted at the choice of the holder into the same class of securities offered by the Company in its next equity financing transaction completed within six months after the issuance date of such note, or, if no such transaction is completed within such six month period, the notes will be converted into units at a price of $1.50 per unit. The Additional Notes accrue interest at a rate of 6% per year. No interest shall accrue if the principal sum is converted pursuant to the terms of the Additional Note as stated above. Upon the issuance by the Company of ordinary shares in July 2016, the Additional Notes were converted into 274,667 ordinary shares based on a conversion price of $0.75 per ordinary share. The Company determined that the Additional Notes contained a beneficial conversion feature ("BCF"). In accordance with the accounting guidance on convertible instruments, the BCF of $74,160 was recognized as additional interest expense during the year ended December 31, 2016 when the Additional Notes were converted into ordinary shares. b. On March 22, 2017, the Company received a loan for a principal amount of $162,000 from a lender according to a promissory note executed between the parties. In connection with the loan, commitment fees in the total amount of $12,000 were deducted from the consideration received. The loan bears an interest rate of 12% annually, which must be repaid in five (5) equal monthly installments, commencing on May 31, 2017 and ending on September 30, 2017, subject to any early repayment in accordance with the terms set forth in the promissory note. In addition, pursuant to the loan agreement, the lender received a five-year warrant to purchase 50,000 ordinary shares, at an exercise price of $1.50 per share. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 480, the Company classified the warrants as liabilities in the amount of $24,573 (the Company used the following assumptions: 0% dividend yield, 71% expected volatility, 2.12% risk free rate and 4.22 expected life in years). As of December 31, 2018 and 2017 the fair value of the warrants amounted to $72 and $22,998, respectively. As of December 31, 2018, and 2017 the loan and accrued interest balance was $0 and $25,510, respectively. c. In August 2017, the Company entered into several Securities Purchase Agreements with new investors and additional existing shareholders (all together "CLA August 2017"), whereby the Company issued and sold to such holders senior secured convertible notes in an aggregate principal amount of $905,555 in consideration for an aggregate subscription amount of $774,400 net of issuance costs of $40,600 and five-year warrants to purchase 33,332 ordinary shares, at an exercise price of $1.20 and additional five-year warrants to purchase 33,332 ordinary shares, at an exercise price of $1.00 that were granted as additional issuance costs. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 480, the Company classified the warrants as liabilities in the amount of $37,592 (the Company used the following assumptions: 0% dividend yield, 69% expected volatility,2.16% risk free rate and 4.63 expected life in years). As of December 31, 2018 and 2017, the fair value of the warrants amounted to $266 and $36,582, respectively. As part of the secured convertible notes, the Company also issued a five-year warrant to purchase 905,555 ordinary shares, at an exercise price of $1.20 per ordinary share. Those warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 480, warrants in the amount of $492,034 (the Company used the following assumptions: 0% dividend yield, 69% expected volatility, 2.16% risk free rate and 4.64 expected life in years) were recorded as a liability. As of December 31, 2018 and 2017, the fair value of the warrants amounted to $35,802 and $478,642, respectively. The notes include a 10% original issue discount on the consideration paid and bear interest at 6% per annum. The notes mature after 14-24 months and may be converted into ordinary shares, subject to the terms of such notes. The initial conversion price of the notes was $1.00, but it was adjusted in January 2018 to $0.50 and further adjusted in October 2018 to $0.17. The Company accounted for the convertible loan in accordance with ASC 470-20, Debt with conversion and other Options. According to ASC 470-20-30-8, since the intrinsic value of the BCF exceeds the entire proceeds of the convertible loan, The Company allocated the entire proceeds to the BCF as additional paid in capital. During 2018, $60,227 of the convertible notes were converted into 178,689 ordinary shares. In March 2019, $25,516 of the convertible notes were converted into 150,094 ordinary shares and in April 2019, $47,450 of the convertible notes were converted into 279,118 ordinary shares. The Company may require mandatory conversion of the notes in certain circumstances and pay the convertible note in cash upon event of fundamental transaction and change of control transaction as described in the convertible note agreement. In connection with the convertible loan agreement signed in October 2018 as described in section f. below, the holders of CLA August 2017 agreed to extend the original maturity date in additional 24 months. In addition, the Company issued to certain holders of CLA August 2017 four-year warrants to purchase 1,659,971 ordinary shares at an exercise price of $0.17. These warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 480, the Company classified the warrants as liabilities in the amount of $42,591 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.96% risk free rate and 3.75 expected life in years). As of December 31, 2018, the fair value of the warrants amounted to $66,004. d. On March 8, 2018, the Company entered into a Share Purchase Agreement with existing shareholders ("CLA March 2018"), pursuant to which the shareholders provided the Company a 18 months convertible loan in an aggregate principal amount of $150,000 and received from the Company warrants to purchase 400,000 ordinary shares at an exercise price of $0.50 per ordinary share. According to ASC 470, the Company did not record a BCF with respect to convertible loan since the fair value of the warrants issued exceeds the entire proceeds of the loan. The loan amount is convertible into ordinary shares at a conversion price of $1.00 per ordinary share. The loan amount bears interest of 5% per annum. The warrants may be exercised, in whole or in part, for a period of five (5) years. Such warrants were classified as equity due to their nature, their fair value up on issuance date was $214,996 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.65% risk free rate and 5 expected life in years). In connection with the loan agreement, both parties also agreed that in case the ordinary share fair value will be lower than $1.00 as of December 31, 2018, the Company will compensate the shareholders with an additional warrants to purchase 200,000 ordinary shares with the same terms, such additional grant was realized and on December 31, 2018 the Company issued such warrants. Those additional warrants were recorded as liability as of March 8, 2018 in accordance with ASC 480, in the amount of $82,748 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.51% risk free rate and 5 expected life in years), up on their issuance date, as of December 31, 2018 the fair value of the warrants amounted to $4,314 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.51% risk free rate and 5 expected life in years) and were reclassified to equity due to their nature. e. On May 8, 2018, the Company entered into a Share Purchase Agreement with existing shareholders ("CLA May 2018"), pursuant to which the shareholders provided the Company with a 18 months convertible loan in an aggregate principal amount of $170,000 and received from the Company warrants to purchase 170,000 ordinary shares at an exercise price of $0.50 per ordinary share. The loan amount is convertible into ordinary shares at a conversion price of $1.00 per ordinary share. The loan includes a 10% original issue discount and bears interest of 6% per annum. In accordance with the accounting guidance on convertible instruments, the BCF of $15,300 was recognized in additional paid in capital. The warrants may be exercised, in whole or in part, for a period of five (5) years. Such warrants were classified as equity due to their nature, their fair value up on issuance date was amounted to $65,718 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.80% risk free rate and 5 expected life in years). Furthermore, the Company also determined that the CLA May 2018 contained a BCF. f. On October 10, 2018, the Company entered into a Convertible Loan Agreement with an existing investor who invested relatively low amounts previously ("CLA October 2018"). Pursuant to this Agreement, the investor provided the Company with a convertible loan in an aggregate principal amount of $1,000,000 at an exercise price as defined in the convertible loan agreement but no less than $0.17. The convertible loan bears an interest rate at Israeli prime plus 4% per annum. Under the terms of the CLA October 2018, the investor was granted an option to lend the Company an additional amount up to $2,000,000, ("Additional Loan Amount") out of which we received in March and April 2019 an amount of $500,000 at each month (totaled of additional $1,000,000). The Company also issued the investor a warrant to purchase ordinary shares for an aggregate purchase price of $5,000,000, and an additional warrant conditioned upon the investment of an additional Loan Amount to purchase ordinary shares for an aggregate purchase price of up to $5,000,000 calculated pro-rata to the amount out of Additional Loan Amount provided. As of April 2019, an amount of $2,500,000 of the purchase price of the additional warrant has become exercisable. The option to lend the Additional Loan Amount, the warrants and the additional warrants classified as liability in accordance with ASC 480 guidance, the fair value of all those instruments aggregated to $500,741 as of October 10, 2018 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.82% risk free rate and 2 expected life in years) and $490,000 as of December 31, 2018. g. On November 10, 2018, the Company entered into several convertible loan agreements with existing shareholders ("CLA November 2018), whereby they provided the Company with a convertible loan in an aggregate principal amount of $225,000 the convertible loan bears an interest rate at Israeli prime plus 4% per annum. Under these agreements, the Company issued lenders warrants to purchase ordinary shares for an aggregate purchase price of $1,125,000. The conversion price for both the loan amount and the warrants is defined in the convertible loan agreement but no less than $0.17. The granted warrants classified as liability in accordance with ASC 480, at the issuance date, their fair value aggregated to $79,227 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.87% risk free rate and 2 expected life in years) and $78,796 as of December 31, 2018. h. On December 29, 2018, the Company entered into a convertible loan agreement with a new investor ("CLA December 2018"), whereby they provided the Company with a convertible loan in an aggregate principal loan amount of $400,000, the convertible loan bears an interest rate at Israeli prime plus 4% per annum. Under these agreements, the Company issued the lenders warrants to purchase ordinary shares for an aggregate purchase price of $2,000,000. As part of that convertible loan the Company paid finder's fee of $40,000 and issued a five-year warrant to purchase ordinary shares for an aggregate purchase price of $240,000. The conversion price for both the loan amount and the warrants is defined in the convertible loan agreement but no less than $0.17. The warrants issued to the new investor were classified as a liability in accordance with ASC 480, at the issuance date their fair value aggregated to $180,281, (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.48% risk free rate and 2 expected life in years) and $151,858 as of December 31, 2018. The warrants issued as a finder's fee compensation were classified as a liability in accordance with ASC 480 guidance, at the issuance date their fair value aggregated to $45,327, (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.51% risk free rate and 5 expected life in years) and $45,342 as of December 31, 2018. i. The fair value of the warrants issued as part of the convertible loan agreements ("CLA") were calculated by a reputable appraiser and along with finder's fees as applicable were bifurcated out of the principal loans, commencing those dates the Company is calculating the accretion back to the principal amount during the CLA period along with the related interest and record them as 'Interest and accretion back in connection with convertible loans' as part of the financial income, net line item within the statement of operations. The Company's CLA's presented as part of its current and non-current liabilities as of December 31, 2018 as follows: Type of CLA Original principal loans amounts Loans already converted Remaining principal loans amount Converted through Loans presented as of December 31, CLA August 2017(**) $ 905,555 $ 58,000 $ 847,555 2020 $ 915,360 Refer to Note 8c CLA March 2018(*) 150,000 150,000 2019 87,344 Refer to Note 8d CLA May 2018(*) 170,000 170,000 2019 139,317 Refer to Note 8e CLA October 2018(**) 1,000,000 1,000,000 2020 (***) 567,760 Refer to Note 8f CLA November 2018(**) 225,000 225,000 2020 (***) 153,084 Refer to Note 8g CLA December 2018(**) 400,000 400,000 2020 (***) 173,612 Refer to Note 8h $ 2,850,555 $ 58,000 $ 2,792,555 $ 2,036,477 (*) Aggregated to $226,661 and presented within the current liabilities (**) Aggregated to $1,809,816 and presented within the non-current liabilities (***) Structured as a 24 month- convertible loans or less in case of a Public Offering ("PO") event |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 9:- COMMITMENTS AND CONTINGENT LIABILITIES a. Royalties commitments: 1. The Company was engaged in research and development programs with the National Technological Innovation Authority, or the “Authority” (formerly operating as Office of the Chief Scientist of the Ministry of Economy of the State of Israel, or the OCS). The Company is committed to pay royalties to the Authority at the rate of 3.5% of sales of products resulting from research and development partially financed by the Authority. The amount shall not exceed the grant amount received, linked to the dollar, including accrued interest at the LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the products and in the absence of such sales, no payment is required. No grants were received during the three (3) years ended December 31, 2018. During 2018, 2017 and 2016, the Company paid royalties to the Authority in the amount $2,551, $305 and $2,109, respectively. As of December 31, 2018, the Company and Nano Size received from the Authority grants in the amount of $1,009,506 (including interest). The Company’s total contingent liability (including interest) with respect to royalty-bearing participation received, net of royalties paid, amounted to $1,394,095 as of December 31, 2018. As of December 31, 2018, Digiflex, received grants for research and development efforts from the Authority in an aggregate amount of approximately $2.2 million, out of which an amount of approximately $0.5 million was repaid by Digiflex and Jet CU and approximately $1.0 million was repaid to the Authority by Jet CU due to a spinoff Jet CU conducted which was authorized by the Authority and resulted in such payment. The contingent remaining liability was reduced to approximately $0.7 million. 2. In September 2009, the Company entered into a License Agreement with Ramot - Tel Aviv University (“Ramot”) for a joint research program. The program was approved by the Magneton committee of the Authority. The Magneton program supports cooperative research programs between industry and academia and encourages the transfer of technology from academic institutions to commercial firms. Under the terms of the Magneton program, the Company received from the Authority an aggregate amount of NIS 1,467,683 ($391,591 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), and no royalties are payable to the Authority with respect to this program. Pursuant to the terms of the License Agreement, the Company was required to fund the research and development of the technology subject to such agreement during the research period (two years commencing September 2009) in a total amount of NIS 1,077,000 ($287,353 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). In addition, the Company issued to Ramot warrants to purchase 117,209 ordinary shares. The warrants are exercisable until the occurrence of an exit event, as defined in the agreement, at an exercise price of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) per ordinary share. In return, the Company was required to pay to Tel Aviv University royalties of between 3.4% and 3.9% on all net sales of any product, component, device or material that is used in the preparation of coated substrates meeting certain specifications (“Licensed Film”) and services resulting from the license; and royalties of between 2.4% and 3.0% on all net sales of Licensed Film products and services, and a sublicense fee at a rate of 25% of all sublicense fees the Company receives with respect to the intellectual property developed under such agreement. The royalties and sublicense fees may be creditable against the annual license fee due to Ramot in such calendar year and the following calendar year, in the amount of $20,000 in the three years that follow the research period, $50,000 for the fourth, fifth and sixth years and $75,000 from the seventh year. No license fees were paid during the three (3) years ended December 31, 2018. As of December 31, 2018, revenues related to the license agreement had not yet started. On January 4, 2016, Ramot provided the Company with a notice of termination of the License Agreement due to failure to meet the development milestones. The termination of the agreement was effective on January 4, 2016. No fees were due with respect to 2016. 3. On December 15, 2011, the Company signed a research and development agreement with the Israeli Ministry of National Infrastructures, Energy and Water Resources. Pursuant to the agreement, the ministry will fund up to 62.5% of the Company’s expenses related to the approved program up to a maximum amount of NIS 625,000 ($166,755 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), in exchange for the Company’s agreement to pay royalties of 5% of any revenues generated from the intellectual property generated under the program. The period of the program was 18 months commencing January 1, 2012. No grants were received during the three (3) years ended December 31, 2018. During the years ended December 31, 2018, 2017 and 2016, the Company accrued royalties in the amount of $112, $148 and $281, respectively. As of December 31, 2018, the aggregate contingent liability to the Israeli Ministry of National Infrastructures, Energy and Water Resources amounted to $178,559. 4. In October 2010, the Company entered into a Convertible Bridge Financing Agreement with Israel Electric Corporation (“IEC”) and, as part of the agreement, the Company committed to pay IEC royalties equal to 2% of the total net sales of the Company’s products and service revenues from the product developed and manufactured through this agreement, up to a cap of NIS 8,000,000 ($2,134,472 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). During the years ended December 31, 2018, 2017 and 2016, the Company accrued royalties in the amount of $4,020, $1,558 and $3,577, respectively. 5. In connection with previously made acquisition of Nano Size, the Company is obligated to pay 3% from future sales and 10% of sublicense fees derived from Nano Size’s intellectual property, until the aggregate consideration amounts to $1,400,000. The consideration included a minimum consideration of $180,000 which was paid during 2011, and will be off set against future royalty payments which will be payable by the Company from sales of products and services. 6. In September 2012, the Company entered into a Know-How License Agreement with Fraunhofer Institute for Ceramic Technologies and Systems IKTS (“IKTS”), pursuant to which the Company purchases from IKTS certain additives. The Company has the right to receive the production file and knowhow to its chosen manufacturer, in consideration for payment to IKTS of royalties of €25 ($29 based on the exchange rate of $1.00 / €0.87 in effect as of December 31, 2018) per kilogram of the ingredients not manufactured by IKTS. In addition, as of December 31, 2018, the Company is obligated to pay IKTS a minimum annual royalty amount deductible against royalties. During the year ended December 31, 2018, 2017 and 2016, the Company recorded royalty expenses in the amount of $2,290, $2,396 and $2,202, respectively. 7. In May 2014, the Company entered into an agreement with XaarJet Limited, or Xaar, a producer of printer heads. Once the first ink (Silver Nano-Particle Ink) is certified by Xaar, the Company will be required to pay Xaar a fee for all certified inks sold for use with Xaar print heads as follows: 2% of the certified ink price until the cumulative value of the fees received by Xaar exceeds £50,000 ($64,103 based on the exchange rate of $1.00 / £ 0.78 in effect as of December 31, 2018), and thereafter, 1% of the certified ink price. Once the cumulative value of the fees received by Xaar with respect to all products exceeds £1,000,000 ($1,282,051 based on the exchange rate of $1.00 / £ 0.78 in effect as of December 31, 2018), the Company and Xaar have agreed to review the percentage payable in the light of the prevailing business conditions. As of December 31, 2018, no such sales commenced. b. Legal matters: 1. On December 31, 2017, a lawsuit against the Company was filed by Eshed Consulting and Financial Management Ltd., or Eshed. The complaint alleges that the Company owes Eshed a total amount of NIS 120,000 ($32,017 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) in fees for professional financial services Eshed allegedly provided to the Company. On December 13, 2018, the Company signed a settlement agreement with Eshed under which the Company will pay Eshed a total of NIS 52,650 ($14,047 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), such amount was fully paid by the Company as of the date of this report. 2. On March 11, 2018, a lawsuit captioned Reinhold Cohn & Co. vs. (1) Digiflex Ltd., and (2) P.V. Nano Cell Ltd., Claim No. 21766-03-18, was filed in the Magistrate Court in Kfar Saba in Israel. The complaint alleges that Digiflex owe Reinhold Cohn NIS 80,298 ($21,424 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) in fees for various services involving the protection of the Company’s intellectual property rights by way of registration of patents worldwide, including in the United States, Canada and Europe. In June 2018, the company settled this claim for a total of NIS 82,798 ($22,091 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), which were paid in nine (9) monthly installments commencing June 2018. 3. On March 11, 2018, a lawsuit captioned I.T.S Industrial Technologic Ltd. vs. (1) Digiflex Ltd., and (2) Dan Vilenski., a former director of Digiflex, Claim No. 512833740, was filed in the Magistrate Court in Rishon Letzion in Israel. On March 11, 2019, the Company settled this claim for a total of NIS 400,000 ($106,724 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), paid in 12 monthly installments commencing April 2019. c. Lease commitments: 1. The Company currently lease, through Nano Size, approximately 7,300 square feet of space in Migdal Ha’Emek, Israel for its principal offices and manufacturing facilities at a monthly cost of approximately NIS 15,045 ($4,014 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). The current lease agreement (which was amended in February 2018 to include additional space) expires on June 30, 2019 (with, at Nano size’s sole discretion, a right to extend the lease period for an additional three years, subject to customary conditions). Additionally, Digiflex currently lease approximately 2,900 square feet of space at 6 Yad Haruzim, Kfar Saba, Israel for its principal office and laboratory at a monthly cost of approximately NIS 12,500 ($3,335 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). The lease agreement expires on January 31, 2021. As of December 31, 2018, the future minimum aggregate office space commitment under non-cancelable agreements are as follows: 2019 $ 58,754 2020 40,021 2021 3,335 $ 102,110 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 10:- TAXES ON INCOME a. Corporate Tax rates: The Israeli corporate tax rates applicable to the Company, Nano Size and Digiflex: 2016 – 25% 2017 – 24% 2018 and thereafter – 23% Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence. b. Net operating losses carryforwards: As of December 31, 2018, the Company and its Israeli subsidiaries has accumulated losses for tax purposes in the amount of $36 million which may be carried forward and offset against taxable income for an indefinite period. c. Accounting for uncertainty in income taxes: For the years ended December 31, 2018, 2017 and 2016, the Company did not have any unrecognized tax benefits and no interest and penalties related to unrecognized tax benefits had been accrued. The Company does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. d. Tax assessments: Tax reports filed by the Company and its Israeli subsidiaries through the year ended December 31, 2013 are considered final. e. Deferred taxes on income: Significant components of the Company’s deferred tax assets are as follows: December 31, 2018 2017 Deferred tax assets Operating loss carryforward $ 8,291,967 $ 7,687,141 Temporary differences 280,126 275,807 Total deferred tax assets 8,572,093 7,962,948 Valuation allowance (8,572,093 ) (7,962,948 ) Net deferred tax assets $ — $ — The net change in the total valuation allowance for the year ended December 31, 2018 related primarily to an increase in deferred taxes on NOLs for which a full valuation allowance was recorded. In assessing the likelihood that deferred tax assets will be realized, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences and tax loss carryforwards are deductible. f. Reconciliation of the theoretical tax benefit and the actual tax expense: Year ended December 31, 2018 2017 2016 Loss before tax benefit $ (1,972,558 ) $ (2,843,905 ) $ (1,621,400 ) Statutory tax rate 23 % 24 % 25 % Income tax benefit 453,688 682,537 405,350 Effect of: Losses and timing differences for which valuation allowance was provided, net (609,145 ) (474,700 ) (347,128 ) Non-deductible expenses and other permanent differences 146,315 (159,580 ) (27,055 ) Other 9,142 (48,257 ) (31,167 ) Income tax expense recognized in profit or loss $ — $ — $ — |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE CAPITAL | NOTE 11:- SHARE CAPITAL a. Ordinary shares: The share capital as of December 31, 2018 and 2017 is composed of ordinary shares of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) par value as follows: Number of ordinary shares Number of ordinary shares Authorized Issued and outstanding Authorized Issued and outstanding December 31, 2018 December 31, 2017 Ordinary shares 200,000,000 23,491,948 100,000,000 21,737,263 On November 29, 2018, as part of the special general meeting of the shareholders’, the authorized ordinary shares were increased by an additional 100,000,000 ordinary shares of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) par value. b. Issuance of ordinary shares: 1. Between January and October 2016, as part of the Private Placement, the Company issued 374,001 units at a price of $1.50 per unit. Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per ordinary share. The Company received aggregate net proceeds of $561,000 from the sale of such units, net of issuance costs of $9,709. The warrants may be redeemed by their holders, without the control of the Company, upon the occurrence of certain fundamental transactions such as “change in control” as defined in the warrant agreement. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 815, warrants in the amount of $183,260 (the Company used the following assumptions: 0% dividend yield, 68.11% expected volatility, 1.14% risk free rate and 5 expected life in years) were recorded as liability. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As of December 31, 2018 and 2017, the fair value of the warrants amounted to $187 and $144,931, respectively. 2. On July 7, 2016, the board approved an internal equity investment round in an aggregate amount of up to $900,000 at a price per ordinary share of $0.75, to be raised from existing shareholders. The investment round resulted in the issuance of 860,000 ordinary shares in consideration for an aggregate investment amount of $645,000. In connection with the conversion of the Additional Notes, as discussed in note 8a, the Company issued 274,667 ordinary shares in July 2016. 3. In February 2017, the Company issued 53,333 units at a price of $1.50 per unit. Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per ordinary share. The Company received aggregate net proceeds of $80,000 from the sale of such units. The warrants may be redeemed by their holders, without the control of the Company, upon the occurrence of certain fundamental transactions such as “change in control” as defined in the warrant agreement. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 815, warrants in the amount of $26,296 (the Company used the following assumptions: 0% dividend yield, 71.39% expected volatility, 2.10% risk free rate and 4.1 expected life in years) were recorded as a liability. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As of December 31, 2018 and 2017, the fair value of the warrants amounted to $66 and $24,344, respectively. 4. During 2017 the Company issued 60,000 ordinary shares and 50,000 ordinary shares under several consulting agreements. The value of the ordinary shares of $110,810 was recognized as expense over the service period. According to agreement additional 60,000 ordinary shares were to be issued in August 2017 but were issued in January 2018, the proportional ordinary share of the service in the amount of $50,000 was recorded as expense against additional paid in capital during 2017 and the remainder during 2018. 5. In December 2017 the Company issued 75,000 ordinary shares to service provider of the Company. 37,500 ordinary shares vested immediately, the remaining ordinary shares shall vest during 2018 every 60 days according to the vesting schedule set forth in the agreements. The value of the ordinary shares of $75,000 was recognized as expense over the service period, half of it during 2017 and the remainder during 2018. 6. In December 2017 the Company issued 6,560,471 to the former owners of Digiflex as part of the merger agreement, refer to Note 3. 7. In addition, the Company issued to new investor and some of the former owners of Digiflex 333,333 units at a price of $1.50 per unit. Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per ordinary share. The Company received aggregate net proceeds of $500,000 from the sale of such units. In accordance with ASC 815, warrants in the amount of $165,685 (the Company used the following assumptions: 0% dividend yield, 68.59% expected volatility, 2.19% risk free rate and 4.92 expected life in years) were recorded as a liability. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As of December 31, 2018 and 2017, the fair value of the warrants amounted to $944 and $162,624, respectively. 8. On December 27, 2017, the Company entered into a Share Purchase Agreement with Jet CU as supplemented by that certain Supplement to Share Purchase Agreement dated January 3, 2018, pursuant to which the Company received aggregate gross proceeds of $992,615 from Jet CU ($600,000 out of this amount was received during December 2017 and was recorded as receipt on account of ordinary shares and warrants within the non-current liabilities as of December 31, 2017) in exchange for 992,615 ordinary shares and 300,000 warrants to purchase 300,000 Ordinary Shares at an exercise price of $0.50 per ordinary share. The warrants may be exercised, in whole or in part, for a period of five (5) years. The warrants may be redeemed by their holders, without the control of the Company, upon the occurrence of certain fundamental transactions such as “change in control” as defined in the warrant agreement. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 815, warrants in the amount of $205,845 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.25% risk free rate and 5 expected life in years) were recorded as a liability. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As of December 31, 2018, the fair value of the warrants amounted to $4,626. 9. In January 2018 the Company issued a five-year warrant to purchase 11,111 ordinary shares to a vendor as a finders’ fee compensation. In accordance with ASC 815, those warrants in the amount of $5,100 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.13% risk free rate and 4.75 expected life in years) were recorded as a liability. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As of December 31, 2018, the fair value of the warrants amounted to $18. 10. In January 2018 the Company issued 65,000 ordinary shares to one of the Company’s service provider. The company recorded an expense of $65,000 during the year ended December 31, 2018 in connection with the issuance of those ordinary shares. 11. Between February and November 2018, the Company issued 68,750 ordinary shares to one of the Company’s service provider. The company recorded an expense of $45,338 during the year ended December 31, 2018 in connection with the issuance of those ordinary shares. 12. In June 2018 the Company entered into Share Purchase Agreements with existing shareholders, pursuant to which the Company received aggregate gross proceeds of $175,000 in exchange for the issuance of an aggregate of 175,000 ordinary shares and warrants to purchase an aggregate amount of 466,667 ordinary shares at an exercise price of $0.50 per ordinary share. The warrants may be exercised, in whole or in part, for a period of five (5) years. Those warrants were classified as equity. 13. In July 2018 the Company entered into a one-year consulting agreement with one of its service providers for a compensation of issuance 200,000 ordinary shares. The Company issued 100,000 ordinary shares in July 2018, additional 50,000 in October 2018 and the remainder 50,000 in January 2019. The Company record the expense over the service period and recorded $63,638 as an expense for the year ended December 31, 2018. c. Rights of ordinary shares: Ordinary shares confer upon their holders the rights to elect all of the directors of the Company, to participate and vote in the general meetings of the Company, to receive dividends, if and when declared, subject to the payment in full of all preferential dividends to which the holders of the Preferred Share are entitled under the Company’s articles of association and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, subject to the liquidation preference of the Preferred Shares (if any). Each ordinary share entitles its holder to one vote on all matters submitted to a vote of the Company’s shareholders. d. Stock option plan: Under the Company’s 2010 option plan, options may be granted to officers, directors, employees, consultants and service providers of the Company. The vesting period of the options is subject for Board approval and can vary from grant to grant. Options vest over a period of zero to three years from date of grant. Any options that are cancelled or forfeited before expiration become available for future grants. The options may be exercised for a period of seven years from grant. The total number of ordinary shares available for future grants as of December 31, 2018 was 1,461,241. A summary of the Company’s stock option activities and related information for the year ended December 31, 2018, is as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic-value Outstanding as of January 1, 2018 1,429,713 $ 0.63 Granted 706,365 0.36 Exercised (64,631 ) 0.02 Options forfeited (357,408 ) $ 1.01 Outstanding as of December 31, 2018 1,714,039 $ 0.63 6.08 $ 25,519 Exercisable as of December 31, 2018 793,486 $ 0.75 4.85 $ 25,519 The options granted to officers, directors, employees, consultants and service providers of the Company which were outstanding as of December 31, 2018 have been classified into exercise prices as follows: Outstanding Exercisable Exercise price Number of options Weighted average remaining contractual life (years) Number of options Weighted average remaining contractual life (years) (*) 230,425 4.4 230,425 4.4 $0.03 22,565 8.7 22,565 8.7 0.27 611,500 6.8 53,600 6.9 0.34 8,020 5.1 8,020 5.1 0.45 63,097 1.7 63,097 1.7 0.92 743,753 6.4 381,100 6.3 4.72 1,068 3.2 1,068 3.2 5.05 2,769 3.2 2,769 3.2 5.73 29,981 3.3 29,981 3.3 $6.23 861 6.5 861 6.5 1,714,039 793,486 (*) Represents an amount lower than $0.01. As of December 31, 2018, the total compensation cost related to options granted to employees, consultants and service providers, not yet recognized, amounted to $229,268 and is expected to be recognized over a weighted average period of 0.96 years. e. Stock based compensation were recorded as follows: Year Ended December 31, 2018 2017 2016 Cost of revenues $ - $ - $ (99 ) Research and Development 36,723 17,956 8,828 Sales and Marketing 14,837 9,747 7,220 General and Administrative 102,430 108,431 36,440 $ 153,990 $ 136,134 $ 52,389 f. The Company’s outstanding warrants classified as equity as of December 31, 2018 are as follows: Outstanding Issuance year Exercise price Exercisable through 117,209 2009 $ (* ) Exit event Refer to Note 9b 59,384 2013 0.92 2023 (***) 32,964 2014 1.50 (**) (***) 170,000 2018 0.50 2023 Refer to Note 8d 600,000 2018 0.50 2023 Refer to Note 8e 466,667 2018 $ 0.50 2023 Refer to Note 11b7 1,446,224 (*) Represents an amount lower than $0.01 (**) The earlier of: 5 years from the issuance date or the consummation of a PO or Merger and Acquisition (“M&A”) Transaction. (***) Issued in connection with 2014 and 2013 arrangements. All warrants are exercisable to ordinary shares. The exercise price of the warrants and the number of ordinary shares issuable thereunder is subject to standard anti-dilution features, including dividends, stock splits, combinations and reclassifications of the Company’s capital stock. In accordance with ASC 815, “Derivatives and Hedging”, the warrants were classified as equity instruments. |
Warrants Presented at Fair Valu
Warrants Presented at Fair Value | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
WARRANTS PRESENTED AT FAIR VALUE | NOTE 12:- Warrants presented at fair value The Company's outstanding warrants classified as a liability as of December 31, 2018 are as follows: Outstanding Exercise price Issuance year Exercisable through Fair value 1,760,040 $ 1.50 2014 2019 $ 31 (*******) 120,000 $ 0.92(*) 2014 (*****) 29 (*******) 296,813 $ 1.50 2015 2020 16 (*******) 374,001 $ 1.50 2016 2021 187 Refer to Note 11b1 905,555 $ 0.17 2017 2022 35,802 Refer to Note 8c 333,333 $ 1.50 2017 2022 944 Refer to Note 11b7 53,333 $ 1.50 2017 2022 66 Refer to Note 11b3 50,000 $ 1.50 2017 2022 72 Refer to Note 8b 33,332 $ 1.50 2017 2022 133 Refer to Note 8c 33,332 $ 1.50 2017 2022 133 Refer to Note 8c 675,926 $ (**) 2017 2022 70,968 Refer to Note 3 11,111 $ 1.20 2017 2022 18 Refer to Note 11b9 300,000 $ 0.50 2018 2023 4,626 Refer to Note 11b8 1,659,971 $ 0.17 2018 2022 66,004 Refer to Note 8c 29,411,765 $ 0.27(***) 2018 2020(******) 346,721 Refer to Note 8f 41,176,471 (****) (****) (****) 143,279 Refer to Note 8f 6,617,647 $ 0.27(***) 2018 2020(******) 78,796 Refer to Note 8g 11,764,706 $ 0.27(***) 2018 2020(******) 151,858 Refer to Note 8h 1,411,765 $ 0.27(***) 2018 2024 $ 45,342 Refer to Note 8h 96,989,101 $ 945,025 (*) Subject to changes as describe in the agreement. (**) Less than $0.01. (***) Subject to a mechanism described in the agreement but not less than $0.17, therefore, the outstanding amount were calculated based on an exercise price of $0.17, which result the maximum potential amount of warrants. (****) Since the actual number of warrants cannot be determined as of December 31, 2018, the outstanding amount were calculated based on an exercise price of $0.17, which result the maximum potential amount of warrants. (*****) M&A or qualified PO as described in the agreement. (******) Two years or an PO, the earlier. (*******) Issued in connection with the 2015 and 2014 financing rounds. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Warrants Issued During Period To Purchase Of Ordinary Shares | |
RELATED PARTIES | NOTE 13:- RELATED PARTIES a. Employment or Service Agreements with Dr. Fernando de la vague, the Company's Chief Executive Officer: On September 9, 2009, we entered into a services agreement, or the DBG Services Agreement, as amended, with Dr. de la Vega's wholly-owned service company, Dolev Bar-Guy Consulting and Management Ltd., or DBG, as amended, or the DBG Services Agreement, pursuant to which Dr. de la Vega provides the Company management services as the Company's chief executive officer. Pursuant to the terms of the DBG Services Agreement, as amended, Dr. de la Vega is currently entitled to a monthly consultancy fee in the amount of NIS 51,750 ($13,807 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) plus value added tax and car allowance in the amount of NIS 2,500 ($667 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) plus value added tax per month plus reimbursement for fuel expenses and tolls, which shall be updated to NIS 65,000 ($17,343 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) plus value added tax per month, if the company will secure an additional investment of $1,000,000. Dr. de la Vega may terminate the DBG Services Agreement at any time for any reason upon a three months' prior written notice, if we wish to terminate the engagement with Dr. de la Vega, not as a result of Dr. de la Vega's breach of his terms of office, the Company shall be required to provide a six months' prior written notice. In addition, our chief executive office may receive: A. An annual cash bonus in an amount equivalent to up to four times his monthly service fee, plus VAT, based on achievement of certain performance targets which are determined by our compensation committee and the board of directors on an annual basis. B. A special one-time bonus in an amount equivalent to six times his monthly service fee, plus VAT upon the occurrence of an Exit Event (as described below), provided that our pre-money valuation shall be at least $50,000,000 at the closing of such transaction or within 12 months following such closing. C. An Equity Based Award: Upon the occurrence of an Exit Event, an equity-based award, in accordance with the following calculation: (i) 0.5% of the Company's ordinary share capital on a fully diluted basis, if the Company's pre-money valuation shall be equal to or higher than $30,000,000 but less than $40,000,000; (ii) 1.25% of the Company's ordinary share capital on a fully diluted basis, if the Company's pre-money valuation shall be equal to or higher than $40,000,000 but less than $50,000,000; (iii) 2% of the Company's ordinary share capital on a fully diluted basis, if the Company's pre-money valuation shall be equal to or higher than $50,000,000. An 'Exit Event' is defined as: (i) the consummation of an initial public offering of ordinary shares of the Company on a recognized stock exchange; or (ii) a sale of all or substantially all of the share capital of the Company to any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity , or a Person; (iii) a sale, lease, conveyance or disposition of all or substantially all of the assets of the Company; (iv) a merger of the Company with or into another entity in which the shareholders of the Company immediately prior to such merger do not hold a majority of the share capital and voting rights of the surviving entity held by them by virtue of their holdings in the Company prior to the consummation of the transaction or a transaction or series of transactions in which a Person or group of Persons acquire more than 50% of the issued and outstanding share capital of the Company (other than an acquisition of such share capital from the Company); or (v) an up-listing to a higher exchange. b. Consultancy Agreement with Ram Zeevi: On May 15, 2018, the Company entered into a consultancy agreement with RINC Green Ltd., or RINC Green, as amended on April 30 2019, or the Ram Zeevi Consultancy Agreement, pursuant to which Mr. Zeevi provides the Company with services in the field of business development in accordance with pre-approved monthly work plans, which includes introduction of potential business partners and investors as well as assistance in negotiations of business and investments terms. Pursuant to the terms of the Ram Zeevi Consultancy Agreement, RINC Green is currently entitled to a gross monthly fee in the amount of $5,000 (25 hours per month at $200 per hour rate) plus value added tax and to reimbursement of out-of-pocket expenses related directly to the provision of the consultancy services subject to prior written approval of the chief executive officer, to reimbursement of travel international travel and board expenses at the same standard as our chief executive officer and to an additional per-day fee equivalent to four hours per day abroad plus value added tax. Either the Company or RINC Green may terminate the agreement at any time for any reason by providing a 30-day prior written notice. In addition to the foregoing, RINC Green is entitled to receive: A. a one-time payment in the amount of $25,000 (plus value added tax) upon an equity investment by an investor that was not introduced to us by the Mr. Zeevi; B. $150,000 in cash (plus value added tax) and options to purchase the Company's ordinary shares upon an equity investment or execution of business contract resulting in at least $2,000,000 in proceeds (or revenues) by an entity introduced to the Company by Mr. Zeevi, whereby the number of options will be calculated by dividing $150,000 by the average common ordinary share price during the period of 90 days prior to the date upon which the Investment is actually made with an exercise price per share of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018); C. Options to purchase up to 120,000 of the Company's ordinary shares, at an exercise price per share of $0.27. The options vest over a period of three years with one third of the options vesting on September 30, 2019, and the remaining two thirds will vest on a quarterly basis over the remaining two years. The options were issued on October 2, 2018; and D. An equity based award to be granted upon of an Exit Event, such that if our pre-money valuation will be equal to or higher than $30,000,000 but less than $50,000,000, the equity granted shall represent 0.4% of our share capital on a fully diluted basis or, if out pre-money valuation will be equal to or higher than $50,000,000, than the equity granted shall represent 0.4% of our share capital on a fully diluted basis 1.0%. An 'Exit Event' is defined the same as mentioned in section a. above. In the event that we terminate the Consultancy Agreement other than for Cause, and the Exit Event occurs within a period of 6 months of said termination, RINC Green will be entitled to the foregoing equity-based award. Ram Zeevi is the son of Gadi Zeevi, who beneficially owns more than 10% of our ordinary shares. |
Financial Expenses (Income), Ne
Financial Expenses (Income), Net | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSES (INCOME), NET | NOTE 14:- FINANCIAL EXPENSES (INCOME), NET Year ended December 31, 2018 2017 2016 Financial income: Change in fair value of warrants and capital note presented at fair value $ (2,280,318 ) $ (491,884 ) $ (25,936 ) Foreign exchange income, net (95,659 ) - - Financial expenses: Interest and accretion back in connection with convertible loans 1,019,402 282,015 - BCF related to bridge financing notes - - 74,160 Foreign exchange loss, net - 127,328 17,982 Other 146,091 18,763 14,430 $ (1,210,484 ) $ (63,778 ) $ 80,636 |
Additional Information to the S
Additional Information to the Statements of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Additional Information to the Statements of Operations [Abstract] | |
ADDITIONAL INFORMATION TO THE STATEMENTS OF OPERATIONS | NOTE 15:- ADDITIONAL INFORMATION TO THE STATEMENTS OF OPERATIONS Geographic information: Revenues reported in the consolidated financial statements derived from the Company’s country of domicile (Israel) and foreign countries based on the location of the customers, are as follows: Year ended December 31, 2018 2017 2016 Israel $ 228,966 $ 28,058 $ 18,903 United states 141,542 21,105 16,935 Germany 6,342 5,169 16,040 Austria 4,115 633 1,135 Holland 2,341 7,082 4,936 France 947 782 7,126 Other 76,486 25,862 13,006 $ 460,739 $ 88,691 $ 78,081 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16:- SUBSEQUENT EVENTS a. Between March and April 2019 few of the CLA August 2017 holders converted additional portion of their converted notes to ordinary shares, refer to Note 8c. for additional information. b. Between January and April 2019 several existing investors provided the Company convertible loans in an amount aggregated to $200,000, the Company also granted them warrants to purchase ordinary shares for an aggregate purchase price of $1,000,000, the terms of those convertible loans and the associated warrants are the same as provided to the CLA November 2018 and CLA December 2018. c. Between March and April 2019, the holder of the CLA October 2018 provided additional $1,000,000 on the account of the Additional Loan Amount, refer to Note 8f. for additional information. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation: The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”). |
Use of estimates | b. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to tax assets and liabilities, fair values of stock-based awards, warrants to purchase the Company’s ordinary shares, capital note and inventories write-offs. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Consolidated financial statements in U.S. dollars: | c. Consolidated financial statements in U.S. dollars: The accompanying consolidated financial statements have been prepared in U.S. dollars (“dollar” or “dollars”). A substantial portion of the Group’s costs are incurred in New Israeli Shekels (“NIS”). However, the Group finances its operations mainly in U.S. dollars and a majority of the Group’s revenues are denominated in dollars. As such, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Transactions and balances that are denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters”. All foreign currency transaction gains and losses are reflected in the consolidated statements of operations as financial income or expenses, as appropriate. |
Principles of consolidation | d. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, intercompany transactions and balances have been eliminated upon consolidation. |
Inventory, net: | e. Inventory, net: Inventories are measured at the lower of cost and net realizable value, cost is computed on a first-in, first-out basis. The inventories consist of finished goods and raw materials. |
Property and equipment | f. Property and equipment: Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated by the straight-line method, over the estimated useful lives of the assets, at the following annual rates: % Computers 15 – 33 Equipment 7 – 33 Office furniture 6 – 15 Leasehold improvements (*) (*) Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Group and intended to be exercised) and the expected life of the improvement. Long-lived assets of the Group are reviewed for impairment in accordance with ASC No. 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. The Group did not record any impairment losses during the years ended December 31, 2018, 2017 and 2016. |
Goodwill | g. Goodwill: Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is not amortized but rather is tested for impairment annually at the reporting unit level, or whenever events or circumstances present an indication of impairment. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The primary items that generate goodwill include the value of the synergies between the acquired companies and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is tested for impairment on an annual basis in the fourth quarter and whenever indicators of potential impairment requires an interim goodwill impairment analysis. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company performs a qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is not required. However, if the Company concludes otherwise, it is then required to perform a quantitative assessment for goodwill impairment. The Company has early adopted a new guidance which simplifies the test for goodwill impairment. Under the new guidance, the Company performs its quantitative goodwill impairment test by comparing the fair value of its reporting unit with its carrying value. If the reporting unit’s carrying value is determined to be greater than its fair value, an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. If the fair value of the reporting unit is determined to be greater than its carrying amount, the applicable goodwill is not impaired and no further testing is required. The evaluation of goodwill impairment requires the Company to make assumptions associated with its reporting unit fair value. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. The Company applied the quantitative goodwill impairment test as mentioned above, the results of such test were that the reporting unit’s carrying value was greater than its fair value and as a result, the Company recorded a goodwill impairment charge of $161,381 and presented such charge as a separate line item within its statement of operations for the year ended December 31, 2018. |
Intangible assets | h. Intangible assets: Intangible assets and their useful lives are as follows: Estimated useful life Technology Ten (10) years Backlog One (1) year Intangible assets represent acquired technology and backlog. Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life, which is determined by identifying the period over which most of the cash flows are expected to be generated. For definite life intangible assets, the Company reviews the carrying amounts for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating recoverability, the Company groups assets and liabilities at the lowest level such that the identifiable cash flows relating to the group are largely independent of the cash flows of other assets and liabilities. The Company then compares the carrying amounts of the asset or asset groups with their respective estimated undiscounted future cash flows. If the definite life intangible asset or asset group are determined to be impaired, an impairment charge is recorded at the amount by which the carrying amount of the asset or asset group exceeds their fair value. The Group did not record any intangible assets impairment during the years ended December 31, 2018 and 2017. |
Revenue Recognition | i. Revenue Recognition: Revenues from ink, services and maintenance are recognized in accordance with ASC No. 605-15, “Revenue Recognition” when delivery has occurred, persuasive evidence of an agreement exists, the vendor’s fee is fixed or determinable, and collectability is reasonably assured. Other income, represent a sale of production waste. |
Research and development, net | j. Research and development, net: Research and development expenses are charged to the consolidated statements of operations as incurred, net of grants received, as described in section k. below. |
Government grants | k. Government grants: The Group receives participation funds and grants, which represents participation of the government of Israel and European grants. These amounts are recognized on the accrual basis as a reduction of research and development costs as such costs are incurred. |
Income taxes | l. Income taxes: The Group accounts for income taxes in accordance with ASC No. 740, "Income Taxes". This Statement prescribes the use of the liability method whereby deferred tax assets 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 Group provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that more likely than not to be realized. 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. |
Accounting for stock-based compensation | m. Accounting for stock-based compensation: The Company accounts for share based compensation in accordance with ASC No. 718, “Compensation - Stock Compensation” that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line attribution method over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur. The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its stock-options awards. The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the expected stock volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical stock price movements. The Company uses the simplified method until such time as there is sufficient historical exercise data to allow the Company to make and rely upon assumptions as to the expected life of outstanding options. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected life of the options. Historically, the Company has not paid dividends and in addition has no foreseeable plans to pay dividends, and therefore uses an expected dividend yield of zero in the option pricing model. The fair value for options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Year ended December 31, 2018 2017 2016 Dividend yield 0% 0% 0% Expected volatility 60% 64%-70% 68%-71% Risk-free interest 2.15%-2.91% 1.78%-2.28% 0.83%-0.97% Expected life (in years) 3.5-4.37 7 2.98 |
Concentrations of credit risks | n. Concentrations of credit risks: Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivables. The Group’s cash and cash equivalents balances are managed in major banks in Israel. The majority of the Group’s cash and cash equivalents are deposited in major banks in Israel. Deposits in Israel are not insured. Generally, these deposits may be withdrawn upon demand and therefore bear low risk. The Group’s accounts receivables are derived from sales mainly in Israel, Europe and the US. Concentration of credit risk with respect to accounts receivables is limited by ongoing credit evaluation and account monitoring procedures. The Group performs ongoing credit evaluations and establishes an allowance for doubtful accounts based on factors that may affect a customers’ ability to pay, such as known disputes, age of the receivable balance and past experience. Allowance for doubtful accounts amounted to $0 and $2,720 as of December 31, 2018 and 2017, respectively. The Group writes off receivables when they are deemed uncollectible, having exhausted all collection efforts. Actual collection experience may not meet expectations and may result in increased bad debt expense. |
Severance pay | o. Severance pay: Pursuant to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”), the Group’s Israeli employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Group to an Israeli insurance company. Payments in accordance with Section 14 release the Group from any future severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Group’s consolidated balance sheets. Severance expenses for the years ended December 31, 2018, 2017 and 2016 amounted to $64,261, $40,568 and $44,511, respectively. |
Fair value of financial instruments | p. Fair value of financial instruments: The Group applies ASC 820, “Fair Value Measurements and Disclosures”. 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 Group 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 Group. Unobservable inputs are inputs that reflect the Group’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 or liabilities that the Group has the ability to access at the measurement date. 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 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In accordance with ASC 480, the Group measures its warrants to purchase the Company’s ordinary shares classified as liability and the capital note at fair value. The carrying amounts of cash and cash equivalents, accounts receivables, other current assets, trade payables and other accounts liabilities approximate their fair value due to the short-term maturity of such instruments. The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2018: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 945,025 $ 945,025 Capital note - - 32,000 32,000 Total financial liabilities - - $ 977,025 $ 977,025 The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2017: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 2,035,378 $ 2,035,378 Capital note - - 57,658 57,658 Total financial liabilities - - $ 2,093,036 $ 2,093,036 The following table presents reconciliations for the Company’s liabilities measured and recorded at fair value on a recurring basis, using significant unobservable inputs (Level 3): Level 3 Balance as of January 1, 2016 $ 1,005,490 Fair value of warrants issued and capital note 183,260 Changes in Fair value of warrants and capital note (25,936 ) Balance as of December 31, 2016 1,162,814 Fair value of warrants issued 684,015 Fair value of warrants granted for services 738,091 Changes in Fair value of warrants and capital note (491,884 ) Balance as of December 31, 2017 2,093,036 Fair value of warrants issued 966,094 Fair value of warrants granted for services 119,779 Changes in Fair value of warrants and capital note (2,201,884 ) Balance as of December 31, 2018 $ 977,025 |
Basic and diluted net loss per ordinary share | q. Basic and diluted net loss per ordinary share: Basic net loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during each year, plus the dilutive potential of ordinary shares considered outstanding during the year in accordance with ASC 260, “Earnings Per Share”. Diluted loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during the year, plus the dilutive effect of ordinary shares considered outstanding during the year. The total number of ordinary shares related to the outstanding stock options excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect, was 1,714,039, 1,429,713 and 836,514 for the years ended December 31, 2018, 2017 and 2016, respectively. The total number of warrants to purchase ordinary shares related to the outstanding options excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect, was 98,435,325, 4,879,701 and 2,834,410 for the years ended December 31, 2018, 2017 and 2016, respectively (the amount presented for the year ended December 31, 2018 was calculated based on applying an exercise price of $0.17 for the convertible loans and its related warrants issued on October, November and December 2018, see Note 8f., 8g. and 8h. for additional information). |
Business combination | r. Business combination: The Company accounted for business combination in accordance with ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. Acquisition related costs are recorded within the statement of operations in the period it was incurred. |
Contingencies | s. Contingencies: The Group is involved in various commercial, government investigation and other legal proceedings that arise from time to time. The Group records accruals for these types of contingencies to the extent that the Group concludes their occurrence is probable and that the related liabilities are estimable. When accruing these costs, the Group will recognize an accrual in the amount within a range of loss that is the best estimate within the range. When no amount within the range is a better estimate than any other amount, the Group accrues for the minimum amount within the range. The Group records anticipated recoveries under existing insurance contracts that are virtually certain of occurring at the gross amount that is expected to be collected. Legal costs are expensed as incurred. |
Recently issued accounting standards | t. Recently issued accounting standards: Adopted in the current year: 1. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019, and early adoption is permitted. The Group adopted this guidance commencing January 1, 2018. Not yet adopted in the current year: 2. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC 605”), Revenue Recognition, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new revenue standard permits companies to either apply the requirements retrospectively to all prior periods presented or apply the requirements in the year of adoption through a modified retrospective approach with a cumulative adjustment. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2019. The Group is intent to adopt the modified retrospective approach starting the first quarter of 2019. 3. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financial or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2020. The Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. 4. In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07. This ASU supersedes ASC 505-50, Equity - Equity-Based Payments to Non-Employees, and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in Topic 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. Entities should apply the amendments on a modified retrospective basis, through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the ASU is adopted, for all: 1. Liability-classified nonemployee awards that have not been settled as of the adoption date and 2. Equity-classified nonemployee awards for which a measurement date has not been established. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for periods in which financial statements have not yet been issued. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2021. The Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. 5. In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13. This update replaces the incurred loss impairment methodology in current U.S. GAAP for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, the guidance requires to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Due to the Company’s emerging growth company status, these new standards will become effective for the Company starting the first quarter of 2021. The Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, net of accumulated depreciation | % Computers 15 – 33 Equipment 7 – 33 Office furniture 6 – 15 Leasehold improvements (*) (*) Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Group and intended to be exercised) and the expected life of the improvement. |
Schedule of intangible assets and estimated useful lives | Estimated useful life Technology Ten (10) years Backlog One (1) year |
Schedule of fair value for options granted using the black-scholes option-pricing model | Year ended December 31, 2018 2017 2016 Dividend yield 0% 0% 0% Expected volatility 60% 64%-70% 68%-71% Risk-free interest 2.15%-2.91% 1.78%-2.28% 0.83%-0.97% Expected life (in years) 3.5-4.37 7 2.98 |
Schedule of fair value, assets and liabilities measured on recurring basis | The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2018: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 945,025 $ 945,025 Capital note - - 32,000 32,000 Total financial liabilities - - $ 977,025 $ 977,025 The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2017: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 2,035,378 $ 2,035,378 Capital note - - 57,658 57,658 Total financial liabilities - - $ 2,093,036 $ 2,093,036 |
Schedule of liabilities measured at fair value on a recurring basis | Level 3 Balance as of January 1, 2016 $ 1,005,490 Fair value of warrants issued and capital note 183,260 Changes in Fair value of warrants and capital note (25,936 ) Balance as of December 31, 2016 1,162,814 Fair value of warrants issued 684,015 Fair value of warrants granted for services 738,091 Changes in Fair value of warrants and capital note (491,884 ) Balance as of December 31, 2017 2,093,036 Fair value of warrants issued 966,094 Fair value of warrants granted for services 119,779 Changes in Fair value of warrants and capital note (2,201,884 ) Balance as of December 31, 2018 $ 977,025 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of purchase price to assets acquired and liabilities | Restricted cash $ 15,380 Accounts receivable 90,825 Prepaid expenses and other current assets 195,580 Inventory 32,500 Property and equipment 116,884 Short-term bank loan (80,829 ) Trade payable (486,407 ) Employees and payroll accruals (171,319 ) Accrued expenses and other current liabilities (502,251 ) Intangible assets 4,330,311 Goodwill 3,187,417 Total purchase price $ 6,728,091 |
Schedule of intangible assets | Purchase price Estimated useful life Technology $ 4,284,315 Ten (10) years Backlog 45,996 One (1) year Total amount allocated to intangible assets $ 4,330,311 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | December 31, 2018 2017 Government authorities $ 48,335 $ 50,169 Other 16,676 5,129 $ 65,011 $ 55,298 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, 2018 2017 Cost: Equipment $ 575,432 $ 634,203 Computers 33,122 9,060 Office furniture 29,906 23,260 Leasehold improvements 23,461 75,841 658,921 742,364 Accumulated depreciation: 358,219 310,592 Property and equipment, net $ 300,702 $ 431,772 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | December 31, 2018 2017 Cost: Technology $ 4,284,315 $ 4,284,315 Backlog 45,996 45,996 4,330,311 4,330,311 Accumulated amortization: 508,467 37,694 Intangible assets, net $ 3,821,844 $ 4,292,617 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, 2018 2017 Provision for professional fees $ 603,038 $ 572,875 Government authorities 33,902 132,612 Grants received in advance 66,339 107,162 Provision for legal claims 8,083 74,612 Other 130,780 137,900 $ 842,142 $ 1,025,161 |
Loans and Convertible Bridge _2
Loans and Convertible Bridge Financing (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment Net Of Accumulated Depreciation Annual Rate | |
Schedule of current and non-current liabilities | Type of CLA Original principal loans amounts Loans already converted Remaining principal loans amount Converted through Loans presented as of December 31, CLA August 2017(**) $ 905,555 $ 58,000 $ 847,555 2020 $ 915,360 Refer to Note 8c CLA March 2018(*) 150,000 150,000 2019 87,344 Refer to Note 8d CLA May 2018(*) 170,000 170,000 2019 139,317 Refer to Note 8e CLA October 2018(**) 1,000,000 1,000,000 2020 (***) 567,760 Refer to Note 8f CLA November 2018(**) 225,000 225,000 2020 (***) 153,084 Refer to Note 8g CLA December 2018(**) 400,000 400,000 2020 (***) 173,612 Refer to Note 8h $ 2,850,555 $ 58,000 $ 2,792,555 $ 2,036,477 (*) Aggregated to $226,661 and presented within the current liabilities (**) Aggregated to $1,809,816 and presented within the non-current liabilities (***) Structured as a 24 month- convertible loans or less in case of a Public Offering (“PO”) event |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum aggregate office space commitment under non-cancelable agreements | 2019 $ 58,754 2020 40,021 2021 3,335 $ 102,110 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, 2018 2017 Deferred tax assets Operating loss carryforward $ 8,291,967 $ 7,687,141 Temporary differences 280,126 275,807 Total deferred tax assets 8,572,093 7,962,948 Valuation allowance (8,572,093 ) (7,962,948 ) Net deferred tax assets $ — $ — |
Schedule of reconciliation of tax benefit | Year ended December 31, 2018 2017 2016 Loss before tax benefit $ (1,972,558 ) $ (2,843,905 ) $ (1,621,400 ) Statutory tax rate 23 % 24 % 25 % Income tax benefit 453,688 682,537 405,350 Effect of: Losses and timing differences for which valuation allowance was provided, net (609,145 ) (474,700 ) (347,128 ) Non-deductible expenses and other permanent differences 146,315 (159,580 ) (27,055 ) Other 9,142 (48,257 ) (31,167 ) Income tax expense recognized in profit or loss $ — $ — $ — |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option activities and related information | Number of ordinary shares Number of ordinary shares Authorized Issued and outstanding Authorized Issued and outstanding December 31, 2018 December 31, 2017 Ordinary shares 200,000,000 23,491,948 100,000,000 21,737,263 |
Summary of options granted outstanding and exercise prices | Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic-value Outstanding as of January 1, 2018 1,429,713 $ 0.63 Granted 706,365 0.36 Exercised (64,631 ) 0.02 Options forfeited (357,408 ) $ 1.01 Outstanding as of December 31, 2018 1,714,039 $ 0.63 6.08 $ 25,519 Exercisable as of December 31, 2018 793,486 $ 0.75 4.85 $ 25,519 Outstanding Exercisable Exercise price Number of options Weighted average remaining contractual life (years) Number of options Weighted average remaining contractual life (years) (*) 230,425 4.4 230,425 4.4 $0.03 22,565 8.7 22,565 8.7 0.27 611,500 6.8 53,600 6.9 0.34 8,020 5.1 8,020 5.1 0.45 63,097 1.7 63,097 1.7 0.92 743,753 6.4 381,100 6.3 4.72 1,068 3.2 1,068 3.2 5.05 2,769 3.2 2,769 3.2 5.73 29,981 3.3 29,981 3.3 $6.23 861 6.5 861 6.5 1,714,039 793,486 (*) Represents an amount lower than $0.01. |
Summary of stock based compensation | Year Ended December 31, 2018 2017 2016 Cost of revenues $ - $ - $ (99 ) Research and Development 36,723 17,956 8,828 Sales and Marketing 14,837 9,747 7,220 General and Administrative 102,430 108,431 36,440 $ 153,990 $ 136,134 $ 52,389 |
Summary of outstanding warrants | Outstanding Issuance year Exercise price Exercisable through 117,209 2009 $ (* ) Exit event Refer to Note 9b 59,384 2013 0.92 2023 (***) 32,964 2014 1.50 (**) (***) 170,000 2018 0.50 2023 Refer to Note 8d 600,000 2018 0.50 2023 Refer to Note 8e 466,667 2018 $ 0.50 2023 Refer to Note 11b7 1,446,224 (*) Represents an amount lower than $0.01 (**) The earlier of: 5 years from the issuance date or the consummation of a PO or Merger and Acquisition (“M&A”) Transaction. (***) Issued in connection with 2014 and 2013 arrangements. |
Warrants Presented at Fair Va_2
Warrants Presented at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of outstanding warrants classified as a liability | Outstanding Exercise price Issuance year Exercisable through Fair value 1,760,040 $ 1.50 2014 2019 $ 31 (*******) 120,000 $ 0.92(*) 2014 (*****) 29 (*******) 296,813 $ 1.50 2015 2020 16 (*******) 374,001 $ 1.50 2016 2021 187 Refer to Note 11b1 905,555 $ 0.17 2017 2022 35,802 Refer to Note 8c 333,333 $ 1.50 2017 2022 944 Refer to Note 11b7 53,333 $ 1.50 2017 2022 66 Refer to Note 11b3 50,000 $ 1.50 2017 2022 72 Refer to Note 8b 33,332 $ 1.50 2017 2022 133 Refer to Note 8c 33,332 $ 1.50 2017 2022 133 Refer to Note 8c 675,926 $ (**) 2017 2022 70,968 Refer to Note 3 11,111 $ 1.20 2017 2022 18 Refer to Note 11b9 300,000 $ 0.50 2018 2023 4,626 Refer to Note 11b8 1,659,971 $ 0.17 2018 2022 66,004 Refer to Note 8c 29,411,765 $ 0.27(***) 2018 2020(******) 346,721 Refer to Note 8f 41,176,471 (****) (****) (****) 143,279 Refer to Note 8f 6,617,647 $ 0.27(***) 2018 2020(******) 78,796 Refer to Note 8g 11,764,706 $ 0.27(***) 2018 2020(******) 151,858 Refer to Note 8h 1,411,765 $ 0.27(***) 2018 2024 $ 45,342 Refer to Note 8h 96,989,101 $ 945,025 (*) Subject to changes as describe in the agreement. (**) Less than $0.01. (***) Subject to a mechanism described in the agreement but not less than $0.17, therefore, the outstanding amount were calculated based on an exercise price of $0.17, which result the maximum potential amount of warrants. (****) Since the actual number of warrants cannot be determined as of December 31, 2018, the outstanding amount were calculated based on an exercise price of $0.17, which result the maximum potential amount of warrants. (*****) M&A or qualified PO as described in the agreement. (******) Two years or an PO, the earlier. (*******) Issued in connection with the 2015 and 2014 financing rounds. |
Financial Expenses (Income), _2
Financial Expenses (Income), Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of financial expenses (income), net | Year ended December 31, 2018 2017 2016 Financial income: Change in fair value of warrants and capital note presented at fair value $ (2,280,318 ) $ (491,884 ) $ (25,936 ) Foreign exchange income, net (95,659 ) - - Financial expenses: Interest and accretion back in connection with convertible loans 1,019,402 282,015 - BCF related to bridge financing notes - - 74,160 Foreign exchange loss, net - 127,328 17,982 Other 146,091 18,763 14,430 $ (1,210,484 ) $ (63,778 ) $ 80,636 |
Additional Information to the_2
Additional Information to the Statements of Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Additional Information to the Statements of Operations [Abstract] | |
Schedule of revenues in financial statements | Year ended December 31, 2018 2017 2016 Israel $ 228,966 $ 28,058 $ 18,903 United states 141,542 21,105 16,935 Germany 6,342 5,169 16,040 Austria 4,115 633 1,135 Holland 2,341 7,082 4,936 France 947 782 7,126 Other 76,486 25,862 13,006 $ 460,739 $ 88,691 $ 78,081 |
General (Details)
General (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | |
General (Textual) | ||||
Ownership percentage outstanding | 40.00% | |||
Cash used in operating activities | $ (2,591,341) | $ (2,169,889) | $ (1,281,273) | |
Net loss | (1,972,558) | (2,843,905) | $ (1,621,400) | |
Accumulated deficit | $ (17,058,758) | $ (15,086,200) |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2018 | ||
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful lives | 15.00% | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful lives | 33.00% | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful lives | 6.00% | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful lives | 15.00% | |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful lives | 7.00% | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful lives | 33.00% | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful lives | [1] | |
[1] | Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Group and intended to be exercised) and the expected life of the improvement. |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
Backlog [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 1 year |
Technology-Based Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 10 years |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | 0.00% | ||
Expected volatility | 60.00% | ||
Expected life (in years) | 7 years | 2 years 11 months 23 days | |
Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected volatility | 64.00% | 68.00% | |
Risk-free interest | 2.15% | 1.78% | 0.83% |
Expected life (in years) | 3 years 6 months | ||
Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected volatility | 70.00% | 71.00% | |
Risk-free interest | 2.91% | 2.28% | 0.97% |
Expected life (in years) | 4 years 4 months 13 days |
Significant Accounting Polici_7
Significant Accounting Policies (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | $ 945,025 | $ 2,035,378 |
Capital note | 32,000 | 57,658 |
Total financial liabilities | 977,025 | 2,093,036 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | ||
Capital note | ||
Total financial liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | 945,025 | 2,035,378 |
Capital note | 32,000 | 57,658 |
Total financial liabilities | 977,025 | 2,093,036 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants | ||
Capital note | ||
Total financial liabilities |
Significant Accounting Polici_8
Significant Accounting Policies (Details 4) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants issued and capital note | $ (2,280,318) | $ (491,884) | $ (25,936) |
Fair value of warrants granted for services | 119,779 | 738,091 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Beginning Balance | 2,093,036 | 1,162,814 | 1,005,490 |
Fair value of warrants issued and capital note | 738,091 | ||
Fair value of warrants issued | 966,094 | 684,015 | |
Fair value of warrants granted for services | 183,260 | ||
Fair value of warrants granted for services | 119,779 | ||
Changes in Fair value of warrants and capital note | (2,201,884) | (491,884) | (25,936) |
Ending Balance | $ 977,025 | $ 2,093,036 | $ 1,162,814 |
Significant Accounting Polici_9
Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies (Textual) | |||
Income tax benefit, percentage | 50.00% | ||
Severance expenses | $ 64,261 | $ 40,568 | $ 44,511 |
Severance pay, percentage | 8.33% | ||
Allowance for doubtful accounts amounted | 0 | $ 272,000 | |
Impairment charge | $ 161,381 | ||
Warrant [Member] | |||
Significant Accounting Policies (Textual) | |||
Anti-dilutive total number of shares outstanding diluted loss per share | 98,435,325 | 4,879,701 | 2,834,410 |
Equity Option [Member] | |||
Significant Accounting Policies (Textual) | |||
Anti-dilutive total number of shares outstanding diluted loss per share | 1,714,039 | 1,429,713 | 836,514 |
Acquisition (Details)
Acquisition (Details) | Dec. 03, 2017USD ($) |
Business Combinations [Abstract] | |
Restricted cash | $ 15,380 |
Accounts receivable | 90,825 |
Prepaid expenses and other current assets | 195,580 |
Inventory | 32,500 |
Property and equipment | 116,884 |
Short-term bank loan | (80,829) |
Trade payable | (486,407) |
Employees and payroll accruals | (171,319) |
Accrued expenses and other current liabilities | (502,251) |
Intangible assets | 4,330,311 |
Goodwill | 3,187,417 |
Total purchase price | $ 6,728,091 |
Acquisition (Details 1)
Acquisition (Details 1) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Purchase price | $ 4,330,311 |
Backlog [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 1 year |
Purchase price | $ 45,996 |
Technology-Based Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful life | 10 years |
Purchase price | $ 4,284,315 |
Acquisition (Details Textual)
Acquisition (Details Textual) | Dec. 03, 2017USD ($)$ / sharesshares | Dec. 03, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018₪ / shares | Dec. 03, 2017₪ / shares |
Acquisition (Textual) | |||||||
Dividend yield | 0.00% | ||||||
Expected volatility | 60.00% | ||||||
Expected life (in years) | 7 years | 2 years 11 months 23 days | |||||
Percentage of ownership shareholders | 75.00% | 75.00% | |||||
Warrant [Member] | |||||||
Acquisition (Textual) | |||||||
Acquisition related costs total | $ | $ 75,000 | $ 75,000 | |||||
Warrants granted | shares | 675,926 | 117,209 | |||||
Exchange rate of warrants | $ / shares | $ 1 | ||||||
Exercise price | $ / shares | $ 0.002 | $ 0.002 | |||||
Warrants liabilities | $ | $ 53,725 | ||||||
Warrant [Member] | NIS [Member] | |||||||
Acquisition (Textual) | |||||||
Exchange rate of warrants | ₪ / shares | ₪ 3.748 | ||||||
Exercise price | ₪ / shares | ₪ 0.01 | ||||||
Warrant [Member] | General and Administrative Expense [Member] | |||||||
Acquisition (Textual) | |||||||
Acquisition related costs total | $ | $ 675,926 | $ 675,926 | |||||
Digiflex Inc [Member] | |||||||
Acquisition (Textual) | |||||||
Businenes acquisition, description | In addition, as part of the purchase agreement, Digiflex former shareholders' also invested $200 thousand in Digiflex prior to the transaction to satisfy some of its liabilities. | ||||||
Percentage of acquisition two wholly-owned subsidiaries | 100.00% | 100.00% | |||||
Digiflex Former Shareholders And Option Holders [Member] | |||||||
Acquisition (Textual) | |||||||
Acquisition of issuing ordinary shares | shares | 6,560,471 | ||||||
Acquisition of share of fully vested options | shares | 198,788 | 198,788 | |||||
Percentage of ownership shareholders | 25.00% | 25.00% |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Government authorities | $ 48,335 | $ 50,169 |
Other | 16,676 | 5,129 |
Total | $ 65,011 | $ 55,298 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 658,921 | $ 742,364 |
Accumulated depreciation: | 358,219 | 310,592 |
Property and equipment, net | 300,702 | 431,772 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 575,432 | 634,203 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 33,122 | 9,060 |
Office furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 29,906 | 23,260 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 23,461 | $ 75,841 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment, Net (Textual) | |||
Depreciation expenses | $ 149,307 | $ 88,289 | $ 55,212 |
Disposed amount of property and equipment | $ 101,680 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 4,330,311 | $ 4,330,311 |
Accumulated amortization: | 508,467 | 37,694 |
Intangible assets, net | 3,821,844 | 4,292,617 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,284,315 | 4,284,315 |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 45,996 | $ 45,996 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets, Net (Textual) | |||
Amortization expenses | $ 470,773 | $ 37,694 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Provision for professional fees | $ 603,038 | $ 572,875 |
Government authorities | 33,902 | 132,612 |
Grants received in advance | 66,339 | 107,162 |
Provision for legal claims | 8,083 | 74,612 |
Other | 130,780 | 137,900 |
Accrued Expenses and Other Current Liabilities | $ 842,142 | $ 1,025,161 |
Loans and Convertible Bridge _3
Loans and Convertible Bridge Financing (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Original principal loans amounts | $ 28,506 | |||
Loans already converted | 59,207 | $ 206,000 | ||
Remaining principal loans amount | 2,792,555 | |||
Loans presented as of December 31, 2018 | 2,036,477 | |||
CLA August 2017 [Member] | ||||
Original principal loans amounts | [1] | 905,555 | ||
Loans already converted | [1] | 58,000 | ||
Remaining principal loans amount | [1] | $ 847,555 | ||
Converted through | [1] | 2020 | ||
Loans presented as of December 31, 2018 | [1] | $ 915,360 | ||
CLA March 2018 [Member] | ||||
Original principal loans amounts | [2] | 150,000 | ||
Loans already converted | [2] | |||
Remaining principal loans amount | [2] | $ 150,000 | ||
Converted through | [2] | 2019 | ||
Loans presented as of December 31, 2018 | [2] | $ 87,344 | ||
CLA May 2018 [Member] | ||||
Original principal loans amounts | [2] | 170,000 | ||
Loans already converted | [2] | |||
Remaining principal loans amount | [2] | $ 170,000 | ||
Converted through | [2] | 2019 | ||
Loans presented as of December 31, 2018 | [2] | $ 139,317 | ||
CLA October 2018 [Member] | ||||
Original principal loans amounts | [1] | 1,000,000 | ||
Loans already converted | [2] | |||
Remaining principal loans amount | [1] | $ 1,000,000 | ||
Converted through | [1],[3] | 2020 | ||
Loans presented as of December 31, 2018 | [1] | $ 567,760 | ||
CLA November 2018 [Member] | ||||
Original principal loans amounts | [1] | 225,000 | ||
Loans already converted | [1] | |||
Remaining principal loans amount | [1] | $ 225,000 | ||
Converted through | [1],[3] | 2020 | ||
Loans presented as of December 31, 2018 | [1] | $ 153,084 | ||
CLA December 2018 [Member] | ||||
Original principal loans amounts | [1] | 400,000 | ||
Loans already converted | [1] | |||
Remaining principal loans amount | [1] | $ 400,000 | ||
Converted through | [1],[3] | 2020 | ||
Loans presented as of December 31, 2018 | [1] | $ 173,612 | ||
[1] | Aggregated to $1,809,816 and presented within the non-current liabilities | |||
[2] | Aggregated to $226,661 and presented within the current liabilities | |||
[3] | Structured as a 24 month- convertible loans or less in case of a Public Offering ("PO") event |
Loans and Convertible Bridge _4
Loans and Convertible Bridge Financing (Details Textual) | Oct. 10, 2018USD ($)$ / shares | May 08, 2018USD ($)$ / sharesshares | Mar. 08, 2018USD ($)shares | Mar. 08, 2018USD ($)€ / shares | Dec. 29, 2018USD ($) | Nov. 30, 2018USD ($)$ / shares | Aug. 31, 2017USD ($)$ / sharesshares | Mar. 22, 2017USD ($)Installments$ / sharesshares | Feb. 28, 2017 | Jul. 31, 2016$ / sharesshares | Mar. 31, 2016USD ($) | Feb. 29, 2016USD ($) | Sep. 30, 2012$ / shares | Oct. 30, 2016 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) |
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Debt conversion price | $ / shares | $ 0.75 | ||||||||||||||||
Conversion of shares | shares | 274,667 | ||||||||||||||||
Change in fair value of warrants and capital note | $ (2,280,318) | $ (491,884) | $ (25,936) | ||||||||||||||
Accrued interest rate of debt | 6.00% | 6.00% | |||||||||||||||
Warrants amount | 1,446,224 | ||||||||||||||||
Beneficial conversion feature | $ 74,160 | ||||||||||||||||
Net of issuance costs | $ 600,000 | ||||||||||||||||
Secured Convertible Debt [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Change in fair value of warrants and capital note | 35,802 | $ 478,642 | |||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 69.00% | ||||||||||||||||
Risk free rate | 2.16% | ||||||||||||||||
Expected life in years | 4 years 7 months 21 days | ||||||||||||||||
Five Year Warrants [Member] | Secured Convertible Debt [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Warrants to purchase ordinary shares. | shares | 905,555 | ||||||||||||||||
Exercise price | $ / shares | $ 1.20 | ||||||||||||||||
Issuance Of Ordinary Shares [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Conversion of shares | shares | 274,667 | ||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 71.39% | 68.11% | |||||||||||||||
Expected life in years | 4 years 1 month 6 days | 5 years | |||||||||||||||
Warrant Five [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Warrants amount | 466,667 | ||||||||||||||||
Bridge Loan [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Debt aggregate principal amount | $ 206,000 | $ 206,000 | |||||||||||||||
Ya Ii Pn Ltd [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Debt aggregate principal amount | $ 162,000 | ||||||||||||||||
Change in fair value of warrants and capital note | $ 22,998 | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 71.00% | ||||||||||||||||
Risk free rate | 2.21% | ||||||||||||||||
Expected life in years | 4 years 2 months 19 days | ||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||
Loan and accrued interest | $ 0 | $ 25,510 | |||||||||||||||
Commitment fees | $ 12,000 | ||||||||||||||||
Monthly installments | Installments | 5 | ||||||||||||||||
Loan bears an interest rate and terms, description | The loan bears an interest rate of 12% annually, which must be repaid in five (5) equal monthly installments, commencing on May 31, 2017 and ending on September 30, 2017, | ||||||||||||||||
Warrants liabilities | $ 24,573 | ||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Shares converted, description | The initial conversion price of the notes was $1.00, but it was adjusted in January 2018 to $0.50 and further adjusted in October 2018 to $0.17. | ||||||||||||||||
Maturity term | 14 months | ||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Debt aggregate principal amount | $ 170,000 | $ 150,000 | $ 905,555 | ||||||||||||||
Debt instrument, description | During 2018, $60,227 of the convertible notes were converted into 178,689 ordinary shares. In March 2019, $25,516 of the convertible notes were converted into 150,094 ordinary shares and in April 2019, $47,450 of the convertible notes were converted into 279,118 shares. | ||||||||||||||||
Warrants to purchase ordinary shares. | shares | 170,000 | 400,000 | |||||||||||||||
Exercise price | (per share) | $ 0.50 | € 0.50 | |||||||||||||||
Change in fair value of warrants and capital note | $ 65,718 | $ 214,996 | $ 266 | $ 36,582 | |||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||
Warrants amount | $ 37,592 | ||||||||||||||||
Expected volatility | 59.69% | 59.69% | 69.00% | ||||||||||||||
Risk free rate | 2.80% | 2.65% | 2.16% | ||||||||||||||
Expected life in years | 5 years | 5 years | 4 years 7 months 17 days | ||||||||||||||
Beneficial conversion feature | $ 15,300 | ||||||||||||||||
Interest rate | 10.00% | 5.00% | 5.00% | ||||||||||||||
Aggregate subscription amount | $ 774,400 | ||||||||||||||||
Net of issuance costs | $ 40,600 | ||||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||||
Securities Purchase Agreements [Member] | Five Year Warrants [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Warrants to purchase ordinary shares. | shares | 33,332 | ||||||||||||||||
Additional warrants | shares | 33,332 | ||||||||||||||||
Exercise price | $ / shares | $ 1.20 | ||||||||||||||||
Securities Purchase Agreements [Member] | CLA [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Warrants to purchase ordinary shares. | shares | 1,659,971 | ||||||||||||||||
Exercise price | $ / shares | $ 0.17 | ||||||||||||||||
Change in fair value of warrants and capital note | $ 4,314 | 66,004 | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 59.69% | 5969.00% | |||||||||||||||
Risk free rate | 2.51% | 2.96% | |||||||||||||||
Expected life in years | 5 years | 3 years 9 months | |||||||||||||||
Warrants liabilities | $ 82,748 | € 82,748 | $ 42,591 | ||||||||||||||
Convertible Loan Agreement [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Debt aggregate principal amount | $ 1,000,000 | $ 400,000 | $ 225,000 | ||||||||||||||
Debt conversion price | $ / shares | $ 0.17 | ||||||||||||||||
Debt instrument, description | Under the terms of the CLA October 2018, the investor was granted an option to lend the Company an additional amount up to $2,000,000, ("Additional Loan Amount") out of which we received in March and April 2019 an amount of $500,000 at each month (totaled of additional $1,000,000). The Company also issued the investor a warrant to purchase ordinary shares for an aggregate purchase price of $5,000,000, and an additional warrant conditioned upon the investment of an additional Loan Amount to purchase ordinary shares for an aggregate purchase price of up to $5,000,000 calculated pro-rata to the amount out of Additional Loan Amount provided. As of April 2019, an amount of $2,500,000 of the purchase price of the additional warrant has become exercisable. | ||||||||||||||||
Exercise price | $ / shares | $ 0.17 | ||||||||||||||||
Change in fair value of warrants and capital note | $ 490,000 | $ 79,227 | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Warrants amount | $ 2,000,000 | $ 1,125,000 | |||||||||||||||
Expected volatility | 59.69% | 59.69% | |||||||||||||||
Risk free rate | 2.82% | 2.87% | |||||||||||||||
Expected life in years | 2 years | 2 years | |||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||||
Finders fee, description | As part of that convertible loan the Company paid finder's fee of $40,000 and issued a five-year warrant to purchase ordinary shares for an aggregate purchase price of $240,000. The conversion price for both the loan amount and the warrants is defined in the convertible loan agreement but no less than $0.17. | ||||||||||||||||
Convertible Loan Agreement [Member] | Finder [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 59.69% | ||||||||||||||||
Risk free rate | 2.51% | ||||||||||||||||
Expected life in years | 5 years | ||||||||||||||||
Net of issuance costs | $ 45,327 | 45,342 | |||||||||||||||
Convertible Loan Agreement [Member] | Investor [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 59.69% | ||||||||||||||||
Risk free rate | 2.48% | ||||||||||||||||
Expected life in years | 2 years | ||||||||||||||||
Net of issuance costs | $ 180,281 | $ 151,858 | |||||||||||||||
Loan Agreement [Member] | Ya Ii Pn Ltd [Member] | Five Year Warrants [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Warrants to purchase ordinary shares. | shares | 50,000 | ||||||||||||||||
Exercise price | $ / shares | $ 1.50 | ||||||||||||||||
Know How License Agreement [Member] | |||||||||||||||||
Loans and Convertible Bridge Financing (Textual) | |||||||||||||||||
Exercise price | $ / shares | $ 0.87 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 58,754 |
2020 | 40,021 |
2021 | 3,335 |
Total | $ 102,110 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2012$ / shares | Sep. 30, 2012EUR (€) | Dec. 31, 2018USD ($)shares | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2018EUR (€)shares | |
Commitments and Contingent Liabilities (Textual) | ||||||||
License agreement aggregate amount | $ 391,591 | |||||||
Research and development | $ 1,090,295 | $ 787,025 | $ 976,882 | |||||
Warrants to purchase of ordinary shares | shares | 96,989,101 | 96,989,101 | ||||||
Royalties description | The Company is obligated to pay 3% from future sales and 10% of sublicense fees derived from Nano Size's intellectual property. | The Company is obligated to pay 3% from future sales and 10% of sublicense fees derived from Nano Size's intellectual property. | ||||||
Annual license fee due during calendar year | € | € 20,000 | |||||||
Annual license fee due in second year | € | 20,000 | |||||||
Annual license fee due in third year | € | 20,000 | |||||||
Annual license fee due in fourth year | € | 50,000 | |||||||
Annual license fee due in fifth year | € | 50,000 | |||||||
Annual Llcense fee due in sixth year | € | 50,000 | |||||||
Annual license fee due in seventh year | € | 75,000 | |||||||
License fees | $ 0 | |||||||
Research and development agreement expense | 775,643 | 404,891 | 632,826 | |||||
Convertible bridge financing agreement amount | 28,506 | |||||||
Aggregate consideration amounts | 1,400,000 | $ 60,000 | ||||||
Royalty expenses | 2,290 | 2,396 | ||||||
Energy and water resources | $ 178,559 | |||||||
Subsidiaries [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Research and development | € | 22 | |||||||
Total contingent liability | € | € 7 | |||||||
Other commitments, description | Approximately 2,900 square feet of space at 6 Yad Haruzim, Kfar Saba, Israel for its principal office and laboratory at a monthly cost of approximately NIS 12,500 ($3,335 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). The lease agreement expires on January 31, 2021. | Approximately 2,900 square feet of space at 6 Yad Haruzim, Kfar Saba, Israel for its principal office and laboratory at a monthly cost of approximately NIS 12,500 ($3,335 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). The lease agreement expires on January 31, 2021. | ||||||
Repayment of research and development efforts | € | € 5 | |||||||
Nano Size [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Subsidiary received | $ 1,009,506 | |||||||
Total contingent liability | $ 1,394,095 | |||||||
Other commitments, description | Approximately 7,300 square feet of space in Migdal Ha'Emek, Israel for its principal offices and manufacturing facilities at a monthly cost of approximately NIS 15,045 ($4,014 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). The current lease agreement (which was amended in February 2018 to include additional space) expires on June 30, 2019 (with, at Nano size's sole discretion, a right to extend the lease period for an additional three years, subject to customary conditions). | Approximately 7,300 square feet of space in Migdal Ha'Emek, Israel for its principal offices and manufacturing facilities at a monthly cost of approximately NIS 15,045 ($4,014 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). The current lease agreement (which was amended in February 2018 to include additional space) expires on June 30, 2019 (with, at Nano size's sole discretion, a right to extend the lease period for an additional three years, subject to customary conditions). | ||||||
National Technological Innovation Authority [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Payments of royalties | $ 2,551 | 305 | 2,109 | |||||
Payment of royalties authority rate | 3.50% | 3.50% | ||||||
Israeli Ministry Of National Infrastructures [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Research and development agreement expense | $ 166,755 | |||||||
Accrued royalties | $ 112 | 148 | 281 | |||||
Payment of royalties authority rate | 5.00% | 5.00% | ||||||
Exchange rate, description | The exchange rate of $1.00 / NIS 3.748 | The exchange rate of $1.00 / NIS 3.748 | ||||||
Percentage of minitstry fund levels | 6250.00% | 6250.00% | ||||||
Israeli Ministry Of National Infrastructures [Member] | NIS [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Research and development agreement expense | € | € 625,000 | |||||||
Tel Aviv University [Member] | Maximum [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Royalties net sales percentage | 3.90% | 3.90% | ||||||
Tel Aviv University [Member] | Minimum [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Royalties net sales percentage | 3.40% | 3.40% | ||||||
Licensed Film [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Royalties net sales percentage | 25.00% | 25.00% | ||||||
Licensed Film [Member] | Maximum [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Royalties net sales percentage | 3.00% | 3.00% | ||||||
Licensed Film [Member] | Minimum [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Royalties net sales percentage | 2.40% | 2.40% | ||||||
Xaarjet Limited [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Other commitments, description | Once the first ink (Silver Nano-Particle Ink) is certified by Xaar, the Company will be required to pay Xaar a fee for all certified inks sold for use with Xaar print heads as follows: 2% of the certified ink price until the cumulative value of the fees received by Xaar exceeds £50,000 ($64,103 based on the exchange rate of $1.00 / £ 0.78 in effect as of December 31, 2018), and thereafter, 1% of the certified ink price. Once the cumulative value of the fees received by Xaar with respect to all products exceeds £1,000,000 ($1,282,051 based on the exchange rate of $1.00 / £ 0.78 in effect as of December 31, 2018), the Company and Xaar have agreed to review the percentage payable in the light of the prevailing business conditions. | Once the first ink (Silver Nano-Particle Ink) is certified by Xaar, the Company will be required to pay Xaar a fee for all certified inks sold for use with Xaar print heads as follows: 2% of the certified ink price until the cumulative value of the fees received by Xaar exceeds £50,000 ($64,103 based on the exchange rate of $1.00 / £ 0.78 in effect as of December 31, 2018), and thereafter, 1% of the certified ink price. Once the cumulative value of the fees received by Xaar with respect to all products exceeds £1,000,000 ($1,282,051 based on the exchange rate of $1.00 / £ 0.78 in effect as of December 31, 2018), the Company and Xaar have agreed to review the percentage payable in the light of the prevailing business conditions. | ||||||
Digiman [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Other commitments, description | The budget approved was NIS 1,052,217 ($280,741 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) - 60% grant, twelve 12 months. The goal of the project is to develop digitally printed sensors. | The budget approved was NIS 1,052,217 ($280,741 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) - 60% grant, twelve 12 months. The goal of the project is to develop digitally printed sensors. | ||||||
Reinhold Cohn & Co [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Lawsuit, Description | The complaint alleges that Digiflex owe Reinhold Cohn NIS 80,298 ($21,424 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) in fees for various services involving the protection of the Company's intellectual property rights by way of registration of patents worldwide, including in the United States, Canada and Europe. In June 2018, the company settled this claim for a total of NIS 82,798 ($22,091 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), which were paid in 10 monthly installments commencing June 2018. | The complaint alleges that Digiflex owe Reinhold Cohn NIS 80,298 ($21,424 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) in fees for various services involving the protection of the Company's intellectual property rights by way of registration of patents worldwide, including in the United States, Canada and Europe. In June 2018, the company settled this claim for a total of NIS 82,798 ($22,091 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), which were paid in 10 monthly installments commencing June 2018. | ||||||
I.T.S Industrial Technologic Ltd [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Lawsuit, Description | The Company settled this claim for a total of NIS 400,000 ($106,724 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), paid in 12 monthly installments commencing April 2019. | The Company settled this claim for a total of NIS 400,000 ($106,724 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), paid in 12 monthly installments commencing April 2019. | ||||||
Eshed Consulting [Member] | Financial Management Ltd [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Lawsuit, Description | The complaint alleges that the Company owes Eshed a total amount of NIS 120,000 ($32,017 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) in fees for professional financial services Eshed allegedly provided to the Company. On December 13, 2018, the Company signed a settlement agreement with Eshed under which the Company will pay Eshed a total of NIS 52,650 ($14,047 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), such amount was fully paid by the Company as of the date of this report. | The complaint alleges that the Company owes Eshed a total amount of NIS 120,000 ($32,017 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) in fees for professional financial services Eshed allegedly provided to the Company. On December 13, 2018, the Company signed a settlement agreement with Eshed under which the Company will pay Eshed a total of NIS 52,650 ($14,047 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), such amount was fully paid by the Company as of the date of this report. | ||||||
Know How License Agreement [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Exercise price | $ / shares | $ 0.87 | |||||||
Payments of royalties | € | € 25 | |||||||
Research And Development Agreement [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Total contingent liability | 178,559 | |||||||
Convertible Bridge Financing Agreement [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Accrued royalties | $ 4,020 | $ 1,558 | $ 3,577 | |||||
Convertible bridge financing agreement amount | $ 2,134,472 | |||||||
Royalties net sales percentage | 2.00% | 2.00% | 2.00% | |||||
Exchange rate, description | The exchange rate of $1.00 / NIS 3.748. | The exchange rate of $1.00 / NIS 3.748. | ||||||
Convertible Bridge Financing Agreement [Member] | NIS [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Convertible bridge financing agreement amount | € | € 8,000,000 | |||||||
License Agreement [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
License agreement aggregate amount | $ 1,467,683 | |||||||
Research and development | € | € 1,077,000 | |||||||
Warrants to purchase of ordinary shares | shares | 117,209 | 117,209 | ||||||
Exchange rate, description | The Authority an aggregate amount of NIS 1,467,683 ($391,591 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), and no royalties are payable to the Authority with respect to this program. Pursuant to the terms of the License Agreement, the Company was required to fund the research and development of the technology subject to such agreement during the research period (two years commencing September 2009) in a total amount of NIS 1,077,000 ($287,353 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). In addition, the Company issued to Ramot warrants to purchase 117,209 ordinary shares. The warrants are exercisable until the occurrence of an exit event, as defined in the agreement, at an exercise price of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) per ordinary share. | The Authority an aggregate amount of NIS 1,467,683 ($391,591 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), and no royalties are payable to the Authority with respect to this program. Pursuant to the terms of the License Agreement, the Company was required to fund the research and development of the technology subject to such agreement during the research period (two years commencing September 2009) in a total amount of NIS 1,077,000 ($287,353 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018). In addition, the Company issued to Ramot warrants to purchase 117,209 ordinary shares. The warrants are exercisable until the occurrence of an exit event, as defined in the agreement, at an exercise price of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) per ordinary share. |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Operating loss carryforward | $ 8,291,967 | $ 7,687,141 |
Temporary differences | 280,126 | 275,807 |
Total deferred tax assets | 8,572,093 | 7,962,948 |
Valuation allowance | (8,572,093) | (7,962,948) |
Net deferred tax assets |
Taxes on Income (Details 1)
Taxes on Income (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Loss before tax benefit | $ (1,670,120) | $ (2,843,905) | $ (1,621,400) |
Statutory tax rate | 23.00% | 24.00% | 25.00% |
Income tax benefit | $ 453,688 | $ 682,537 | $ 405,350 |
Effect of: | |||
Losses and timing differences for which valuation allowance was provided, net | (609,145) | (474,700) | (347,128) |
Non-deductible expenses and other permanent differences | 146,315 | (159,580) | (27,055) |
Other | 9,142 | (48,257) | (31,167) |
Income tax expense recognized in profit or loss |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Taxes on Income (Textual) | |||
Israeli corporate tax rate | 23.00% | 24.00% | 25.00% |
Israel Tax Authority [Member] | |||
Taxes on Income (Textual) | |||
Corporate income tax rate, description | The Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2018 and 2017 Budget Years), which reduces the corporate income tax rate to 24% effective from January 1, 2017 and to 23% effective from January 1, 2018. |
Share Capital (Details)
Share Capital (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Ordinary shares, shares authorized | 200,000,000 | 100,000,000 |
Ordinary shares, Issued and outstanding | 23,491,948 | 21,737,263 |
Share Capital (Details 1)
Share Capital (Details 1) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options, Outstanding as of January 1, 2018 | shares | 1,429,713 |
Number of options, Granted | shares | 706,365 |
Number of options, Exercised | shares | (64,631) |
Number of options, Options forfeited | shares | (357,408) |
Number of options, Outstanding as of December 31, 2018 | shares | 1,714,039 |
Number of options, Exercisable | shares | 793,486 |
Weighted average exercise price, Outstanding as of January 1, 2018 | $ / shares | $ 0.63 |
Weighted average exercise price, Granted | $ / shares | 0.36 |
Weighted average exercise price, Exercised | $ / shares | 0.02 |
Weighted average exercise price, Options forfeited | $ / shares | 1.01 |
Weighted average exercise price, Outstanding as of December 31, 2018 | $ / shares | 0.63 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.75 |
Weighted average remaining contractual life (years), Outstanding at the end of the year | 6 years 29 days |
Weighted average remaining contractual life (years), Exercisable | 4 years 10 months 6 days |
Aggregate intrinsic-value, Outstanding | $ | $ 25,519 |
Aggregate intrinsic-value, Exercisable | $ | $ 25,519 |
Share Capital (Details 2)
Share Capital (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 0.63 | $ 0.63 | |
Outstanding, Number of options | 1,714,039 | 1,429,713 | |
Exercisable, Number of options | 793,486 | ||
lower than $0.01 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | [1] | ||
Outstanding, Number of options | 22,565 | ||
Outstanding, Weighted average remaining contractual life (years) | 4 years 4 months 24 days | ||
Exercisable, Number of options | 230,425 | ||
Exercisable, Weighted average remaining contractual life (years) | 4 years 4 months 24 days | ||
0.03 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 0.03 | ||
Outstanding, Number of options | 22,565 | ||
Outstanding, Weighted average remaining contractual life (years) | 8 years 8 months 12 days | ||
Exercisable, Number of options | 22,565 | ||
Exercisable, Weighted average remaining contractual life (years) | 8 years 8 months 12 days | ||
0.27 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 0.27 | ||
Outstanding, Number of options | 611,500 | ||
Outstanding, Weighted average remaining contractual life (years) | 6 years 9 months 18 days | ||
Exercisable, Number of options | 53,600 | ||
Exercisable, Weighted average remaining contractual life (years) | 6 years 10 months 25 days | ||
0.34 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 0.34 | ||
Outstanding, Number of options | 8,020 | ||
Outstanding, Weighted average remaining contractual life (years) | 5 years 1 month 6 days | ||
Exercisable, Number of options | 8,020 | ||
Exercisable, Weighted average remaining contractual life (years) | 5 years 1 month 6 days | ||
0.45 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 0.45 | ||
Outstanding, Number of options | 63,097 | ||
Outstanding, Weighted average remaining contractual life (years) | 1 year 8 months 12 days | ||
Exercisable, Number of options | 63,097 | ||
Exercisable, Weighted average remaining contractual life (years) | 1 year 8 months 12 days | ||
0.92 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 0.92 | ||
Outstanding, Number of options | 743,753 | ||
Outstanding, Weighted average remaining contractual life (years) | 6 years 4 months 24 days | ||
Exercisable, Number of options | 381,100 | ||
Exercisable, Weighted average remaining contractual life (years) | 6 years 3 months 19 days | ||
4.72 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 4.72 | ||
Outstanding, Number of options | 1,068 | ||
Outstanding, Weighted average remaining contractual life (years) | 3 years 2 months 12 days | ||
Exercisable, Number of options | 1,068 | ||
Exercisable, Weighted average remaining contractual life (years) | 3 years 2 months 12 days | ||
5.05 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 5.05 | ||
Outstanding, Number of options | 2,769 | ||
Outstanding, Weighted average remaining contractual life (years) | 3 years 2 months 12 days | ||
Exercisable, Number of options | 2,769 | ||
Exercisable, Weighted average remaining contractual life (years) | 3 years 2 months 12 days | ||
5.73 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 5.73 | ||
Outstanding, Number of options | 29,981 | ||
Outstanding, Weighted average remaining contractual life (years) | 3 years 3 months 19 days | ||
Exercisable, Number of options | 29,981 | ||
Exercisable, Weighted average remaining contractual life (years) | 3 years 3 months 19 days | ||
6.23 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise price | $ 6.23 | ||
Outstanding, Number of options | 861 | ||
Outstanding, Weighted average remaining contractual life (years) | 6 years 6 months | ||
Exercisable, Number of options | 861 | ||
Exercisable, Weighted average remaining contractual life (years) | 6 years 6 months | ||
[1] | Represents an amount lower than $0.01. |
Share Capital (Details 3)
Share Capital (Details 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 153,990 | $ 136,134 | $ 52,389 |
Cost Of Revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | (99) | ||
Research And Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 36,723 | 17,956 | 8,828 |
Selling and Marketing Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 102,430 | 9,747 | 7,220 |
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 102,430 | $ 108,431 | $ 36,440 |
Share Capital (Details 4)
Share Capital (Details 4) | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 1,446,224 | |
Exercise price | $ / shares | $ 0.36 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 117,209 | |
Issuance year | 2009 | |
Exercise price | $ / shares | ||
Exercisable through | Exit event | |
Warrant One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 59,384 | [1] |
Issuance year | 2013 | |
Exercise price | $ / shares | $ 0.92 | |
Exercisable through | 2023 | |
Warrant Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 32,964 | [1] |
Issuance year | 2014 | |
Exercise price | $ / shares | $ 1.50 | |
Exercisable through | - | [2] |
Warrant Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 170,000 | |
Issuance year | 2018 | |
Exercise price | $ / shares | $ 0.50 | |
Exercisable through | 2023 | |
Warrant Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 600,000 | |
Issuance year | 2018 | |
Exercise price | $ / shares | $ 0.50 | |
Exercisable through | 2023 | |
Warrant Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 466,667 | |
Issuance year | 2018 | |
Exercise price | $ / shares | $ 0.50 | |
Exercisable through | 2023 | |
[1] | Issued in connection with 2014 and 2013 arrangements. | |
[2] | The earlier of: 5 years from the issuance date or the consummation of Initial Public Offering ("IPO") or Merger and Acquisition ("M&A") Transaction. |
Share Capital (Details Textual)
Share Capital (Details Textual) | May 08, 2018 | Mar. 08, 2018 | Mar. 15, 2017USD ($)shares | Jul. 07, 2016USD ($)$ / sharesshares | Jul. 09, 2015USD ($) | Jul. 31, 2018 | Jun. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2017USD ($)shares | Dec. 27, 2017 | Aug. 31, 2017USD ($)shares | Mar. 22, 2017 | Feb. 28, 2017USD ($)$ / sharesshares | Jul. 31, 2016shares | Oct. 31, 2015$ / sharesshares | Nov. 30, 2014USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Nov. 30, 2018 | Oct. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015$ / sharesshares | Dec. 31, 2018₪ / shares | Dec. 31, 2017₪ / shares |
Share Capital (Textual) | |||||||||||||||||||||||||
Conversion of shares | shares | 274,667 | ||||||||||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||||||||||||||||||
Compensation expense | $ 153,990 | $ 136,134 | $ 52,389 | ||||||||||||||||||||||
Risk free rate | 1.67% | ||||||||||||||||||||||||
Ordinary shares, Description | The share capital as of December 31, 2018 and 2017 is composed of ordinary shares of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) par value | ||||||||||||||||||||||||
Net of issuance costs | $ 600,000 | $ 600,000 | |||||||||||||||||||||||
Warrants amount | $ 162,624 | ||||||||||||||||||||||||
Issuance of ordinary shares | shares | 75,000 | 50,000 | |||||||||||||||||||||||
Issuance ordinary share value | $ 37,500 | $ 110,810 | |||||||||||||||||||||||
Principal amount | $ 28,506 | ||||||||||||||||||||||||
Fair value amount | $ 24,344 | $ 24,344 | |||||||||||||||||||||||
Ordinary shares | shares | 60,000 | 60,000 | |||||||||||||||||||||||
Options granted | shares | 198,788 | ||||||||||||||||||||||||
Additional stock based compensation | $ 54,598 | ||||||||||||||||||||||||
Proportional issuance for service value | $ 50,000 | ||||||||||||||||||||||||
Shares vested | shares | 37,500 | ||||||||||||||||||||||||
Weighted average period | 1 year 5 months 5 days | ||||||||||||||||||||||||
Total compensation cost | $ 319,955 | ||||||||||||||||||||||||
Ordinary shares description | The Company entered into a one-year consulting agreement with one of its service providers for a compensation of issuance 200,000 restricted ordinary shares. The Company issued 100,000 restricted ordinary shares in July 2018, additional 50,000 in October 2018 and the remainder 50,000 in January 2019. The Company record the expense over the service period and recorded $63,638 as an expense for the year ended December 31, 2018. | The Company received aggregate gross proceeds of $175,000 in exchange for the issuance of an aggregate of 175,000 ordinary shares and warrants to purchase an aggregate amount of 466,667 ordinary shares at an exercise price of $0.50 per ordinary share. The warrants may be exercised, in whole or in part, for a period of five (5) years. Those warrants were classified as equity. | The Company issued 65,000 restricted ordinary shares to one of the Company's service provider. The company recorded an expense of $65,000 during the year ended December 31, 2018 in connection with the issuance of those restricted ordinary shares. | The Company issued 68,750 restricted ordinary shares to one of the Company’s service provider. The company recorded an expense of $45,338 during the year ended December 31, 2018 in connection with the issuance of those restricted ordinary shares. | |||||||||||||||||||||
Blackscholes Options Pricing Models [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||||||
Expected volatility | 64.12% | 75.80% | |||||||||||||||||||||||
Risk free rate | 1.95% | 1.61% | |||||||||||||||||||||||
Expected life in years | 2 years 7 months 13 days | 3 years 7 months 17 days | |||||||||||||||||||||||
Warrants amount | $ 87,560 | $ 135,762 | |||||||||||||||||||||||
Digiflex One [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||
Expected volatility | 68.59% | ||||||||||||||||||||||||
Risk free rate | 2.19% | ||||||||||||||||||||||||
Expected life in years | 4 years 11 months 1 day | ||||||||||||||||||||||||
Ordinary shares, Description | The Company issued to new investor and some of the former owners of DigiFlex 333,333 units at a price of $1.50 per unit. Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per ordinary share. | ||||||||||||||||||||||||
Aggregate net proceeds of sale of stock | $ 500,000 | ||||||||||||||||||||||||
Warrants amount | $ 165,685 | ||||||||||||||||||||||||
Issuance of shares | shares | 6,560,471 | 6,560,471 | |||||||||||||||||||||||
Ya Ii Pn Ltd [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||
Expected volatility | 71.00% | ||||||||||||||||||||||||
Expected life in years | 4 years 2 months 19 days | ||||||||||||||||||||||||
Original issue price percentage | 12.00% | ||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Original issue price percentage | 10.00% | 10.00% | |||||||||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||
Expected volatility | 59.69% | 59.69% | 69.00% | ||||||||||||||||||||||
Expected life in years | 5 years | 5 years | 4 years 7 months 17 days | ||||||||||||||||||||||
Net of issuance costs | $ 40,600 | ||||||||||||||||||||||||
Original issue price percentage | 10.00% | 5.00% | |||||||||||||||||||||||
Convertible Bridge Financing Agreement [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Principal amount | $ 2,134,472 | ||||||||||||||||||||||||
Issuance Of Ordinary Shares [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Conversion of shares | shares | 274,667 | ||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||||||
Expected volatility | 71.39% | 68.11% | |||||||||||||||||||||||
Risk free rate | 2.10% | 1.14% | |||||||||||||||||||||||
Expected life in years | 4 years 1 month 6 days | 5 years | |||||||||||||||||||||||
Ordinary shares, Description | Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share. | Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share. | |||||||||||||||||||||||
Aggregate of sale of stock | shares | 860,000 | ||||||||||||||||||||||||
Aggregate net proceeds of sale of stock | $ 645,000 | $ 80,000 | $ 561,000 | ||||||||||||||||||||||
Warrants amount | $ 26,296 | $ 183,260 | |||||||||||||||||||||||
Maximum investment amount | $ 900,000 | ||||||||||||||||||||||||
Shares issued, Price per share | $ / shares | $ 0.75 | $ 1.50 | $ 1.50 | ||||||||||||||||||||||
Issuance of shares | shares | 53,333 | 374,001 | |||||||||||||||||||||||
Fair value amount | $ 144,931 | $ 144,931 | |||||||||||||||||||||||
Amount paid by founders | $ 777 | ||||||||||||||||||||||||
Issuance Of Ordinary Shares [Member] | Standby Equity Distribution Agreement [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Ordinary shares, Description | Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share. | Each unit includes one ordinary share and one warrant to purchase ordinary share at an exercise price of $1.50 per share. | |||||||||||||||||||||||
Aggregate of sale of stock | shares | 296,813 | ||||||||||||||||||||||||
Aggregate net proceeds of sale of stock | $ 445,219 | ||||||||||||||||||||||||
Maximum investment amount | $ 3,000,000 | ||||||||||||||||||||||||
Lowest daily volume of weighted average price percentage | 95.00% | ||||||||||||||||||||||||
Shares issued, Price per share | $ / shares | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
Diligence fee | $ 15,000 | ||||||||||||||||||||||||
Commitment fee | $ 150,000 | ||||||||||||||||||||||||
Issuance of ordinary shares | shares | 100,000 | ||||||||||||||||||||||||
Issuance of purchase shares | shares | 100,000 | ||||||||||||||||||||||||
Purchase price of per share | $ / shares | $ 1.50 | ||||||||||||||||||||||||
Issuance of shares | shares | 100,000 | 100,000 | |||||||||||||||||||||||
Share Purchase Agreement [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Ordinary shares, Description | Pursuant to which the Company received aggregate gross proceeds of $992,615 from Jet CU in exchange for 992,615 ordinary Shares and 300,000 warrants to purchase 300,000 Ordinary Shares at an exercise price of $0.50 per ordinary share. The warrants may be exercised, in whole or in part, for a period of five (5) years, i.e. until January 3, 2023. | ||||||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Weighted average period | 11 months 15 days | ||||||||||||||||||||||||
Total compensation cost | $ 229,268 | ||||||||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||||||||
Share Capital (Textual) | |||||||||||||||||||||||||
Vesting rights description | Options vest over a period of zero to three years from date of grant. | ||||||||||||||||||||||||
Exercised for grant term | 7 years | ||||||||||||||||||||||||
Principal amount | $ 100,000 | $ 100,000 | |||||||||||||||||||||||
Options granted | shares | 193,802 |
Warrants Presented at Fair Va_3
Warrants Presented at Fair Value (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 96,989,101 | |
Fair value | 945,025 | |
Outstanding Warrants One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,760,040 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2014 | |
Exercisable through | 2019 | |
Fair value | 31 | [1] |
Outstandingwarrantstwo [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 120,000 | |
Exercise price | $ / shares | $ 0.92 | [2] |
Issuance year | 2014 | |
Exercisable through | 0 | [3] |
Fair value | 29 | [1] |
Outstanding Warrants Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 296,813 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2015 | |
Exercisable through | 2020 | |
Fair value | 16 | [1] |
Outstanding Warrants Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 374,001 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2016 | |
Exercisable through | 2021 | |
Fair value | 187 | |
Outstanding Warrants Five [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 905,555 | |
Exercise price | $ / shares | $ 0.17 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 35,802 | |
Outstanding Warrants Six [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 333,333 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 944 | |
Outstanding Warrants Seven [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 53,333 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 66 | |
Outstanding Warrants Eight [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 50,000 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 72 | |
Outstanding Warrants Nine [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 33,332 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 133 | |
Outstanding Warrants Ten [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 33,332 | |
Exercise price | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 133 | |
Outstanding Warrants Eleven [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 675,926 | |
Exercise price | $ / shares | [4] | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 70,968 | |
Outstanding Warrants Twelve [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 11,111 | |
Exercise price | $ / shares | $ 1.20 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 18 | |
Outstanding Warrants Thirteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 300,000 | |
Exercise price | $ / shares | $ 0.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 4,626 | |
Outstanding Warrants Fourteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,659,971 | |
Exercise price | $ / shares | $ 0.17 | |
Issuance year | 2018 | |
Exercisable through | 2023 | |
Fair value | 66,004 | |
Outstanding Warrants Fifteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 29,411,765 | |
Exercise price | $ / shares | $ 0.27 | [5] |
Issuance year | 2018 | |
Exercisable through | 2022 | |
Fair value | 346,721 | |
Outstanding Warrants Sixteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 41,176,471 | |
Exercise price | $ / shares | [6] | |
Issuance year | 2018 | |
Exercisable through | 2020 | [7] |
Fair value | 143,279 | |
Outstanding Warrants Seventeen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 6,617,647 | |
Exercise price | $ / shares | $ 0.27 | [5] |
Issuance year | 0 | [6] |
Exercisable through | 0 | [6] |
Fair value | 78,796 | |
Outstanding Warrants Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 11,764,706 | |
Exercise price | $ / shares | $ 0.27 | [6] |
Issuance year | 2018 | |
Exercisable through | 2020 | [7] |
Fair value | 151,858 | |
Outstanding Warrants Nineteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,411,765 | |
Exercise price | $ / shares | $ 0.27 | [6] |
Issuance year | 2018 | |
Exercisable through | 2020 | [7] |
Fair value | 45,342 | |
[1] | Issued in connection with the 2015 and 2014 financing rounds. | |
[2] | Subject to changes as describe in the agreement. | |
[3] | M&A or qualified PO as described in the agreement. | |
[4] | Less than $0.01. | |
[5] | Subject to a mechanism described in the agreement but not less than $0.17, therefore, the outstanding amount were calculated based on an exercise price of $0.17, which result the maximum potential amount of warrants. | |
[6] | Since the actual number of warrants cannot be determined as of December 31, 2018, the outstanding amount were calculated based on an exercise price of $0.17, which result the maximum potential amount of warrants. | |
[7] | Two years or an PO, the earlier. |
Related Parties (Details)
Related Parties (Details) | May 15, 2018 | Sep. 09, 2009ILS (₪) | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2018₪ / shares |
Description of consultancy agreement | Pursuant to the terms of the Ram Zeevi Consultancy Agreement, RINC Green is currently entitled to a gross monthly fee in the amount of $5,000 (25 hours per month at $200 per hour rate) plus value added tax and to reimbursement of out-of-pocket expenses related directly to the provision of the consultancy services subject to prior written approval of the chief executive officer, to reimbursement of travel international travel and board expenses at the same standard as our chief executive officer and to an additional per-day fee equivalent to four hours per day abroad plus value added tax. Either the Company or RINC Green may terminate the agreement at any time for any reason by providing a 30-day prior written notice. | |||
Dr. de la Vega [Member] | ||||
Additional investment | $ 1,000,000 | |||
Description of compensation executive | A. An annual cash bonus in an amount equivalent to up to four times his monthly service fee, plus VAT, based on achievement of certain performance targets which are determined by our compensation committee and the board of directors on an annual basis. B. A special one-time bonus in an amount equivalent to six times his monthly service fee, plus VAT upon the occurrence of an Exit Event (as described below), provided that our pre-money valuation shall be at least $50,000,000 at the closing of such transaction or within 12 months following such closing. | |||
Description of equity based award | (i) 0.5% of the Company’s ordinary share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than $30,000,000 but less than $40,000,000; (ii) 1.25% of the Company’s ordinary share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than $40,000,000 but less than $50,000,000; (iii) 2% of the Company’s ordinary share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than $50,000,000. | |||
Percentge of acquisation | 50.00% | 50.00% | ||
RINC Green Ltd [Member] | ||||
Percentge of acquisation | 10.00% | |||
Description of consultancy agreement | A. a one-time payment in the amount of $25,000 (plus value added tax) upon an equity investment by an investor that was not introduced to us by the Mr. Zeevi; B. $150,000 in cash (plus value added tax) and options to purchase the Company’s ordinary shares upon an equity investment or execution of business contract resulting in at least $2,000,000 in proceeds (or revenues) by an entity introduced to the Company by Mr. Zeevi, whereby the number of options will be calculated by dividing $150,000 by the average common ordinary share price during the period of 90 days prior to the date upon which the Investment is actually made with an exercise price per share of NIS 0.01 ($0.002 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018); C. Options to purchase up to 120,000 of the Company’s ordinary shares, at an exercise price per share of $0.27. The options vest over a period of three years with one third of the options vesting on September 30, 2019, and the remaining two thirds will vest on a quarterly basis over the remaining two years. The options were issued on October 2, 2018; and D. An equity based award to be granted upon of an Exit Event, such that if our pre-money valuation will be equal to or higher than $30,000,000 but less than $50,000,000, the equity granted shall represent 0.4% of our share capital on a fully diluted basis or, if out pre-money valuation will be equal to or higher than $50,000,000, than the equity granted shall represent 0.4% of our share capital on a fully diluted basis 1.0%. | |||
Consultacy Fee [Member] | ||||
Related part exchange rate value | $ 13,807 | |||
Realated party exchange rate per share | $ / shares | $ 1 | |||
Consultacy Fee [Member] | NIS [Member] | ||||
Realated party exchange rate per share | ₪ / shares | ₪ 3.748 | |||
Consultacy Fee [Member] | NIS [Member] | Dr. de la Vega [Member] | ||||
Related part exchange rate value | ₪ | ₪ 51,750 | |||
Car Allowance [Member] | ||||
Related part exchange rate value | $ 667 | |||
Realated party exchange rate per share | $ / shares | $ 1 | |||
Car Allowance [Member] | NIS [Member] | ||||
Realated party exchange rate per share | ₪ / shares | 3.748 | |||
Car Allowance [Member] | NIS [Member] | Dr. de la Vega [Member] | ||||
Related part exchange rate value | ₪ | 2,500 | |||
Fuel Expenses [Member] | ||||
Related part exchange rate value | $ 17,343 | |||
Realated party exchange rate per share | $ / shares | $ 1 | |||
Fuel Expenses [Member] | NIS [Member] | ||||
Realated party exchange rate per share | ₪ / shares | ₪ 3.748 | |||
Fuel Expenses [Member] | NIS [Member] | Dr. de la Vega [Member] | ||||
Related part exchange rate value | ₪ | ₪ 65,000 |
Financial Expenses (Income), _3
Financial Expenses (Income), Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Financial income: | |||
Change in fair value of warrants and capital note presented at fair value | $ (2,280,318) | $ (491,884) | $ (25,936) |
Foreign exchange gain, net | (95,659) | ||
Financial expenses: | |||
Interest and accretion back in connection with convertible loans | 1,019,402 | 282,015 | |
BCF related to bridge financing notes | 74,160 | ||
Foreign exchange loss, net | 127,328 | 17,982 | |
Other | 146,091 | 18,763 | 14,430 |
Financial expenses (income), net | $ (1,210,484) | $ (63,778) | $ 80,636 |
Additional Information to the_3
Additional Information to the Statements of Operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 460,739 | $ 88,691 | $ 78,081 |
Israel [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 228,966 | 28,058 | 18,903 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 141,542 | 21,105 | 16,935 |
Germany [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 6,342 | 5,169 | 16,040 |
Austria [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 4,115 | 633 | 1,135 |
Holland [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 2,341 | 7,082 | 4,936 |
France [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 947 | 782 | 7,126 |
Other States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 76,486 | $ 25,862 | $ 13,006 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 4 Months Ended | |
Apr. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events (Textual) | ||
Additional loan amount | $ 28,506 | |
Subsequent Event [Member] | ||
Subsequent Events (Textual) | ||
Additional loan amount | $ 1,000,000 | |
Convertible loans | 200,000 | |
Aggregate purchase price | $ 1,000,000 |