Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document Information Line Items | |
Entity Registrant Name | PV Nano Cell, Ltd. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 24,393,218 |
Amendment Flag | false |
Entity Central Index Key | 0001627480 |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
Document Annual Report | true |
Entity File Number | 333-206723 |
Entity Incorporation, State or Country Code | L3 |
Document Shell Company Report | false |
Document Transition Report | false |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 34,382 | $ 144,948 |
Restricted cash | 15,915 | 14,674 |
Accounts receivable, net | 86,494 | 200,776 |
Other current assets | 194,173 | 65,011 |
Inventory, net | 102,782 | 53,344 |
Total current assets | 433,746 | 478,753 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 248,316 | 300,702 |
Intangible asset, net | 3,393,413 | 3,821,844 |
Goodwill | 3,026,036 | 3,026,036 |
Total non-current assets | 6,667,765 | 7,148,582 |
Total assets | 7,101,511 | 7,627,335 |
CURRENT LIABILITIES: | ||
Short term bank credit | 92,230 | |
Short-term loans | 14,489 | |
Trade payables | 783,592 | 709,269 |
Employees and payroll accruals | 680,290 | 359,273 |
Accrued expenses and other current liabilities | 790,097 | 842,142 |
Convertible loans | 3,899,516 | 226,661 |
Warrants presented at fair value | 158,112 | |
Total current liabilities | 6,418,326 | 2,137,345 |
NON-CURRENT LIABILITIES: | ||
Capital note | 40,000 | 32,000 |
Convertible loans | 291,474 | 1,809,816 |
Warrants presented at fair value | 1,346,000 | 945,025 |
Total non-current liabilities | 1,677,474 | 2,786,841 |
Total liabilities | 8,095,800 | 4,924,186 |
SHAREHOLDERS’ EQUITY (DEFICIT): | ||
Ordinary shares of NIS 0.01 par value - Authorized: 200,000,000 as of December 31, 2019 and 2018; Issued and outstanding: 24,393,218 and 23,491,948 ordinary shares as of December 31, 2019 and 2018, respectively | 65,842 | 63,301 |
Additional paid in capital | 19,951,632 | 19,698,606 |
Accumulated deficit | (21,011,763) | (17,058,758) |
Total shareholders’ equity (deficit) | (994,289) | 2,703,149 |
Total liabilities and shareholders’ equity (deficit) | $ 7,101,511 | $ 7,627,335 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - ₪ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in New Shekels per share) | ₪ 0.01 | ₪ 0.01 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 24,393,218 | 23,491,948 |
Ordinary shares, shares outstanding | 24,393,218 | 23,491,948 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 478,520 | $ 460,739 | $ 88,691 |
Cost of revenues | 236,493 | 388,265 | 94,238 |
Amortization of intangible assets | 428,431 | 470,773 | 37,694 |
Gross loss | 186,404 | 398,299 | 43,241 |
Operating expenses: | |||
Research and development | 987,444 | 1,090,295 | 787,025 |
Less - research and development grants | (256,423) | (314,652) | (382,134) |
Research and development, net | 731,021 | 775,643 | 404,891 |
Sales and marketing | 673,983 | 550,008 | 480,963 |
General and administrative | 1,319,239 | 1,297,711 | 1,227,632 |
Goodwill impairment | 161,381 | ||
Acquisition related costs | 750,956 | ||
Total operating expenses | 2,724,243 | 2,784,743 | 2,864,442 |
Operating loss | 2,910,647 | 3,183,042 | 2,907,683 |
Financial expenses (income), net | 1,042,358 | (1,210,484) | (63,778) |
Net loss | $ 3,953,005 | $ 1,972,558 | $ 2,843,905 |
Net loss per ordinary share: | |||
Basic and diluted net loss per ordinary share (in Dollars per share) | $ 0.16 | $ 0.09 | $ 0.19 |
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share (in Shares) | 24,071,186 | 23,142,850 | 15,249,947 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) | Ordinary shares | Additional paid-in Capital | Accumulated deficit | Total | |
Balance at Dec. 31, 2016 | $ 37,648 | $ 10,300,428 | $ (12,242,295) | $ (1,904,219) | |
Balance (in Shares) at Dec. 31, 2016 | 14,505,126 | ||||
Issuance of ordinary shares, net of issuance cost | [1] | $ 20,090 | 7,096,020 | 7,116,110 | |
Issuance of ordinary shares, net of issuance cost (in Shares) | [1] | 6,947,137 | |||
Issuance of ordinary shares in connection with Professional service rendered | [1] | $ 821 | 297,779 | 298,600 | |
Issuance of ordinary shares in connection with Professional service rendered (in Shares) | [1] | 285,000 | |||
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 (in Shares) at Dec. 31, 2017 | 21,737,263 | ||||
Issuance of ordinary shares | $ 3,116 | 958,654 | 961,770 | ||
Issuance of ordinary shares (in 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 (in Shares) | 178,689 | ||||
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 (in Shares) | 64,631 | ||||
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 (in Shares) | 343,750 | ||||
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 (in Shares) at Dec. 31, 2018 | 23,491,948 | ||||
Issuance of ordinary shares in connection with conversion of convertible loans | $ 1,630 | 97,235 | 98,865 | ||
Issuance of ordinary shares in connection with conversion of convertible loans (in Shares) | 576,270 | ||||
Beneficial conversion feature related to convertible loans | 21,445 | 21,445 | |||
Issuance of ordinary shares in connection with Professional service rendered | $ 911 | 24,733 | 25,644 | ||
Issuance of ordinary shares in connection with Professional service rendered (in Shares) | 325,000 | ||||
Stock based compensation | 109,613 | 109,613 | |||
Net loss | (3,953,005) | (3,953,005) | |||
Balance at Dec. 31, 2019 | $ 65,842 | $ 19,951,632 | $ (21,011,763) | $ (994,289) | |
Balance (in Shares) at Dec. 31, 2019 | 24,393,218 | ||||
[1] | Reclassed |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (3,953,005) | $ (1,972,558) | $ (2,843,905) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 73,714 | 149,307 | 88,289 |
Amortization | 428,431 | 470,773 | 37,694 |
Warrants issued in exchange of services | 119,779 | 738,091 | |
Financial expenses in connection with convertible loans | 950,292 | 1,019,402 | (282,015) |
Financial expenses in connection with a short-term loan | 13,289 | ||
Share-based compensation | 109,613 | 153,990 | 136,134 |
Restricted shares issued for services | 25,644 | 221,476 | 298,600 |
Goodwill impairment | 161,381 | ||
Change in operating assets and liabilities: | |||
Change in accounts receivable | 114,282 | (119,431) | 28,087 |
Change in other current assets | 20,838 | (9,713) | 274,179 |
Change in inventories | (49,438) | 47,539 | (11,311) |
Change in trade payables | 64,901 | (296,783) | (153,892) |
Change in employees and payroll accruals | 321,017 | (73,872) | 90,028 |
Change in accrued expenses and other current liabilities | (52,045) | (183,019) | (91,273) |
Change in fair value of warrants and capital note | (33,382) | (2,280,318) | (491,884) |
Net cash used in operating activities | (1,979,138) | (2,592,047) | (2,169,889) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Net cash acquired in acquisition of Digiflex (see also Note 3) | 15,380 | ||
Purchase of property and equipment | (11,906) | (18,237) | (2,185) |
Net cash provided by (used in) investing activities | (11,906) | (18,237) | 13,195 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from convertible loans, net of issuance costs | 1,775,000 | 1,898,130 | 774,400 |
Proceeds from issuance of ordinary shares, net of issuance costs | 567,615 | 388,019 | |
Proceeds from issuance of warrants | 684,015 | ||
Receipt on account of ordinary shares and warrants | 600,000 | ||
Proceeds from stock options exercise | 994 | ||
Change in in short term bank credit | 92,230 | (64,900) | 37,723 |
Proceeds in connection with a promissory note | 162,000 | ||
Repayment of the promissory note principal | (25,510) | (150,000) | |
Proceeds (repayment) of short-tern bank loan | 14,489 | (72,108) | |
Net cash provided by financing activities | 1,881,719 | 2,304,221 | 2,496,157 |
Increase (decrease) in cash and cash equivalents and restricted cash | (109,325) | (306,063) | 339,463 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT THE BEGINNING OF THE YEAR | 159,622 | 465,685 | 126,222 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE YEAR | 50,297 | 159,622 | 465,685 |
SUPPLEMENTAL INFORMATION AND DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | |||
Issuance of ordinary shares in connection with acquisition (see also Note 3) | 6,728,091 | ||
Receivable for Convertible loan (See also Note 4) | 150,000 | ||
Conversion of convertible loans including interest to ordinary shares | 98,865 | 59,207 | |
Purchase of property and equipment that were not paid as of the balance sheet date | 9,422 | ||
Cash and cash equivalents | 34,382 | 144,948 | 450,305 |
Restricted cash | 15,915 | 14,674 | 15,380 |
Total | $ 50,297 | $ 159,622 | $ 465,685 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [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 offer 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’s fully owned subsidiaries are 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, 2019, the Group used cash in operating activities of approximately $1.9 million, incurred a net loss of approximately $3.9 million and had a total accumulated deficit of approximately $21.0 million as of December 31, 2019. In addition, the Company is currently in default under certain loan agreements. 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, 2019 | |
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 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 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 stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory write-offs are provided to cover risks arising from slow-moving items, excess inventories, discontinued products, new products introduction and for market prices lower than cost. Any write-off is recognized in the consolidated statements of comprehensive loss as cost of revenues. 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 7 – 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, 2019, 2018 and 2017. 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 require 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 quantutaive impairment test is not required. However, if the Company concludes otherwise, it is then required to perform a quantitative assessment for goodwill impairment. In January 1, 2017, the Company has adopted ASU 2017-04 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 as of December 31, 2017 were that the fair value was greater than the reporting unit’s carrying value and therefore no goodwill impairment was recorded as of this date. As of December 31, 2018 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. As of December 31, 2019, the Company has early adopted the ASU 2017-04 FASB revised guidance of goodwill impairment. Under this guidance, entities that have reporting units with zero or negative carrying amount are no longer required to perform the qualitative assessment. The results of such test as of December 31, 2019, were that the fair value was greater than the reporting unit’s negative carrying value and therefore no goodwill impairment was recorded as of this date. 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, 2019, 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 fee is fixed or determinable and collectability is reasonably assured. 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 Company accounts for non-employee share-based awards pursuant to ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. 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, 2019 2018 2017 Dividend yield 0% 0% 0% Expected volatility 60% 60% 64%-70% Risk-free interest 2.33%-2.71% 2.15%-2.91% 1.78%-2.28% Expected life (in years) 4.15-7.00 3.50-4.37 4.50-7.00 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. There was no allowance for doubtful accounts as of December 31, 2019 and 2018. 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, 2019, 2018 and 2017 amounted to $64,080, $64,261 and $40,568, 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 following methods and assumptions were used by the Company in estimating the fair value of their financial instruments: The carrying values of cash and cash equivalents, short-term bank deposits, trade receivables, prepaid expenses and other current assets, trade payables, employees and payroll accruals and accrued expenses and other current liabilities approximate their fair values due to the short-term maturities of these instruments. The Company applies ASC No. 820, “Fair Value Measurements and Disclosures” (“ASC No. 820”), with respect to fair value measurements of all financial assets and liabilities. 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 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 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, 2019: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 1,504,112 $ 1,504,112 Capital note - - 40,000 40,000 Total financial liabilities - - $ 1,544,112 $ 1,554,112 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 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, 2017 $ 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 1,044,528 Fair value of warrants granted for services 119,779 Changes in Fair value of warrants and capital note (2,280,318 ) Balance as of December 31, 2018 $ 977,025 Fair value of warrants issued 600,469 Changes in Fair value of warrants and capital note (33,382 ) Balance as of December 31, 2019 $ 1,544,112 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. The total number of ordinary shares related to the outstanding stock options, warrants and conversion of the outstanding convertible loans aggregated to 3,175,279, 109,142,318 and 27,543,907, respectively, were excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect. 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: Which were Adopted: 1. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for annual and interim periods beginning after December 15, 2017. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements of cash flows. As a result of the adoption of ASU 2016-18, the Company adjusted the previously reported consolidated statement of cash flows for the years ended December 31, 2018 and 2017 as follows: Year ended December 31, 2018 As previously Adjustments As adjusted Changes in restricted cash $ 706 $ (706 ) $ - Net cash used in operating activities 2,591,341 706 2,592,047 Decrease in cash and cash equivalents (305,357 ) (706 ) (306,063 ) Cash and cash equivalent at the beginning of the year 450,305 15,380 465,685 Cash and cash equivalents at the end of the year $ 144,948 $ 14,674 $ 159,622 Year ended December 31, 2017 As previously Adjustments As adjusted Net cash acquired in acquisition of Digiflex $ - $ 15,380 $ 15,380 Increase in cash and cash equivalents 324,083 15,380 339,463 Cash and cash equivalents at the end of the year $ 450,305 $ 15,380 $ 465,685 Not yet adopted in the current year: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. 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, this new standard will become effective for the Company starting the first quarter of 2020. The Company intends to adopt the modified retrospective approach starting the first quarter of 2020. The adoption of ASU 2014-09 is not expected to have a material impact on the Company's consolidated financial statements. 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 lessees to recognize only capital leases on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. For public entities, this ASU is effective for the Company for fiscal years beginning after December 15, 2019 and effective as of January 1, 2020 . The adoption of ASU 2016-02 is not expected to have a material impact on the Company's 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: (i) Liability-classified nonemployee awards that have not been settled as of the adoption date and (ii) 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 for fiscal years beginning after 15 December 2019. The adoption of ASU 2018-07 is not expected to have a material impact on the Company's consolidated financial statements. 5. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted and will be applied on a modified retrospective basis. The adoption of ASU 2016-13 is not expected to have a material impact on the Company's consolidated financial statements. 6. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (ASU 2018-13). The amendments in ASU 2018-13 remove, modify and add disclosures for companies required to make disclosures about recurring or nonrecurring fair value measurements under Topic 820. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption of this guidance is permitted. Certain amendments in this guidance are required to be applied prospectively, and others are to be applied retrospectively. The amendments in ASU 2018-13 are disclosure-related only and as such, the adoption of ASU 2018-13 is not expected to have a significant impact on the Company’s consolidated financial statements. 7. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
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 which 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 the Company on a fully diluted basis as defined in the agreement. In addition, as part of the purchase agreement, Digiflex former shareholders’ also invested $200,000 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 ($0.003 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) per ordinary share. The fair value of the warrants amounted to $675,926 and was recorded 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. As of December 31, 2019 and 2018, the fair value of the warrants amounted to $68,275 and $70,968, respectively. The main reason for the acquisition was 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, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4:- OTHER CURRENT ASSETS December 31, 2019 2018 Receivable for Convertible loan* $ 150,000 $ - Government authorities 20,894 48,335 Other 23,279 16,676 $ 194,173 $ 65,011 * Such amount was collected in January 2020, see Note 8.e. for additional information. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5:- PROPERTY AND EQUIPMENT, NET December 31, 2019 2018 Cost: Equipment $ 594,740 $ 575,432 Computers 34,087 33,122 Office furniture 27,961 26,906 Leasehold improvements 23,461 23,461 680,249 658,921 Accumulated depreciation: 431,933 358,219 Property and equipment, net $ 248,316 $ 300,702 Depreciation expenses for the years ended December 31, 2019, 2018 and 2017 were $73,714, $149,307 and $88,289, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 6:- INTANGIBLE ASSETS, NET December 31, 2019 2018 Cost: Technology $ 4,284,315 $ 4,284,315 Backlog 45,996 45,996 4,330,311 4,330,311 Accumulated amortization (the Backlog was fully amortized): 936,898 508,467 Intangible assets, net $ 3,393,413 $ 3,821,844 Amortization expenses for the years ended December 31, 2019, 2018 and 2017 were $428,431, $470,773 and $37,694, respectively. The amortization for each of the next five (5) years should be $428,431. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 7:- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2019 2018 Provision for professional fees $ 573,667 $ 603,038 Government authorities 34,830 33,902 Grants received in advance - 66,339 Provision for legal claims 44,269 8,083 Other 137,331 130,780 $ 790,097 $ 842,142 |
Loans and Convertible Bridge Fi
Loans and Convertible Bridge Financing | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Bridge Financing Disclosure [Abstract] | |
LOANS AND CONVERTIBLE BRIDGE FINANCING | NOTE 8:- LOANS AND CONVERTIBLE BRIDGE FINANCING a. 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 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, 2019 and 2018 the fair value of the warrants amounted to $3 and $72, respectively. The loan was fully repaid by the Company on January 2, 2018. b. 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 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, 2019 and 2018, the fair value of the warrants amounted to $32 and $266, respectively. Additional principal loan of $22,322 was provided during the year ended December 31, 2019. 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. The Company classified the warrants as 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). As of December 31, 2019 and 2018, the fair value of the warrants amounted to $22,027 and $35,802, 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 beneficial conversion feature (“BCF”) exceeds the entire proceeds of the convertible loan, The Company allocated the entire proceeds to the BCF as additional paid in capital. During 2019 and 2018, $98,865 and $59,207 of the convertible notes were converted into 576,270 and 178,689 ordinary shares, respectively. In June 2020, $35,145 of the convertible notes were converted into 206,735 ordinary shares and in January and February 2021, $84,758 of the convertible notes were converted into 498,578 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 d. 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. 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, 2019 and 2018, the fair value of the warrants amounted to $11,522 and $66,004, respectively. The CLA August 2017 was required to be repaid by October 2020. This lender did not exercise its conversion right under the convertible loans prior to the repayment date and therefore became repayable in cash as such time. The Company did not timely repay such loan due to financial difficulties and therefore the Company is currently in default under this agreement. c. 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 an 18 month 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. 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 upon 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 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 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), upon 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. The CLA March 2018 was required to be repaid by September 2019. This lender did not exercise its conversion right under the convertible loans prior to the repayment date and therefore became repayable in cash as such time. The Company did not timely repay such loan due to financial difficulties and therefore the Company is currently in default under this agreement. d. 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 an 18 month 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 upon issuance date 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). The CLA May 2018 was required to be repaid by November 2019. This lender did not exercise its conversion right under the convertible loans prior to the repayment date and therefore became repayable in cash as such time. The Company did not timely repay such loan due to financial difficulties and therefore the Company is currently in default under this agreement. e. 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”) and 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 the Additional Loan Amount provided. In March, April, August and December 2019 such investor invested additional amounts of $500,000, $500,000, $100,000 and $150,000, respectively on the account of the account of the Additional Loan Amount (“CLA March-December 2019”). The Company determined that the $100,000 CLA received in August 2019 contained a BCF of $21,445 and recorded such BCF in the additional paid in capital in the year ended December 31, 2019. The Company also issued the investor for the entire $1,250,000 additional investments mentioned above a warrant to purchase ordinary shares for an aggregate purchase price of $3,125,000. Such convertible loans bears same terms as the CLA October 2018. The CLA October 2018 and the CLA March-December 2019 were required to be repaid by October 2020. This lender did not exercise its conversion right under the convertible loans prior to their repayment date and therefore became repayable in cash as such time. The Company did not timely repay such loans due to financial difficulties and therefore the Company is currently in default under those agreements. The option to lend the Additional Loan Amount, the warrants and the additional warrants classified as liability. 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). As of December 31, 2019 and 2018, the fair value of all the warrants amounted to $916,403 and $490,000, respectively. In July 2020, this investor invested additional $16,748 on the account of the Additional Loan Amount and the Company granted the investor warrants to purchase ordinary shares for an aggregate purchase price of $83,740. The terms of that convertible loan and the associated warrants are the same as provided to the CLA November 2018. On December 31, 2019, the Company and GTRIMG entered into a memorandum of understanding, or the MOU, pursuant to which GTRIMG agreed to provide additional loans to the Company and GTRIMG would receive additional Warrants. The MOU also provided for certain amendments to the existing Convertible Loan Agreement. The Company agreed to adopt a forecast, providing that, during 2020 grants, plus revenues, plus convertible loans (other than those received from GTRIMG) less liabilities on the balance sheet as of December 31, 2019 should not be less than $2,500,000, or the Management Minimum Forecast, out of which $1,250,000 shall be available in our bank account as of March 31, 2020, or the Target. Under the MOU, GTRIMG agreed to provide an additional loan as of the execution of the MOU in the amount of $150,000 under the existing Convertible Loan Agreement, or the Initial MOU Loan. In addition, the MOU provides that if the C fail to meet the Target, then: (a) the Company’s valuation for purposes of all investments after January 1, 2018 shall be $2.0 million pre-money as of such date, thereby reflecting a price per share of $0.068, and (b) GTRIMG shall make loans to the Company of $100,000 per month for a period of 12 months commencing April 1, 2020, and under the same terms as the Convertible Loan Agreement, as adjusted under (a) above, or the Additional MOU Loans; provided, that following each six month period, GTRIMG may review whether the Company has complied with the Management Minimum Forecast as defined therein, and if it was not met for any six month period (beginning with the six month period ended June 30, 2020), then, three months after such review, GTRIMG may determine not to fund additional amounts. Furthermore, under the MOU, the Company agreed to call a meeting of shareholders within 15 days of the date of the MOU in order to approve (i) the transactions contemplated by the MOU, (ii) an amendment to the articles of association of the Company to provide that GTRIMG may appoint a number of directors as shall reflect its holding should the Target not be met (assuming all convertible loans are converted) and (iii) an increase in authorized share capital as necessary. The Company also agreed to immediately appoint a representative of GTRIMG as chairman of the board of directors. In January 2020, GTRIMG made the Initial MOU Loan. In March 2021, the Company directors received a notice before legal action letter from GTRIMG’s lawyer associated with their previous agreements (including the MOU mentioned above). The main request derives from this letter is to convert all the CLA so far at a price per share of $0.068. Due to the early stage of this letter, we are in a process of assessing its consequences. f. 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 loans bear an interest rate at Israeli prime plus 4% per annum. Under those agreements, the Company issued the 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 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). As of December 31, 2019 and 2018, the fair value of the warrants amounted to $50,510 and $78,796, respectively. The CLA November 2018 was required to be repaid by November 2020. This lender did not exercise its conversion right under the convertible loans prior to the repayment date and therefore became repayable in cash as such time. The Company did not timely repay such loan due to financial difficulties and therefore the Company is currently in default under this agreement. g. 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 this agreement, the Company issued the lender warrants to purchase ordinary shares for an aggregate purchase price of $2,000,000. As part of the CLA December 2018 the Company paid a finder’s fee of $40,000 and issued a five-year warrant commencing February 2019 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. 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). As of December 31, 2019 and 2018, the fair value of the warrants amounted to $107,602 and $151,858, respectively. The warrants issued as a finder’s fee compensation were classified as a liability. 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). As of December 31, 2019 and 2018, the fair value of the warrants amounted to $49,100 and $45,342, respectively. The CLA December 2018 was required to be repaid by December 2020. This lender did not exercise its conversion right under the convertible loans prior to the repayment date and therefore became repayable in cash as such time. The Company did not timely repay such loan due to financial difficulties and therefore the Company is currently in default under this agreement. h. In January, February and April 2019, the Company entered into several convertible loan agreements with existing shareholders (“CLA January-April 2019”), whereby they provided the Company with a convertible loan in an aggregate principal amount of $200,000. The convertible loans bear interest at Israeli prime plus 4% per annum. Under those agreements, the Company issued to lenders warrants to purchase ordinary shares for an aggregate purchase price of $1,000,000. The conversion price for all 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. At the issuance date, their fair value aggregated to $98,377 (the Company used the following assumptions: 0% dividend yield, 59.69% expected volatility, 2.11% risk free rate and 2 expected life in years) and $61,541 as of December 31, 2019. The CLA January-April 2019 were required to be repaid by CLA January-April 2021. This lender did not exercise its conversion right under the convertible loans prior to the repayment date and therefore became repayable in cash as such time. The Company did not timely repay such loan due to financial difficulties and therefore the Company is currently in default under those agreements. i. In August, September and December 2019, the Company entered into several convertible loan agreements with a new investor and existing shareholders (“CLA August-December 2019”), whereby they provided the Company with a convertible loan in an aggregate principal amount of $475,000. The convertible loans bear an interest rate at Israeli prime plus 4% per annum. Under those agreements, the Company issued the lenders warrants to purchase ordinary shares for an aggregate purchase price of $2,375,000. The conversion price for all 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 at the issuance date, their fair value aggregated to $409,668 (the Company used the following assumptions: 0% dividend yield, 54.50% expected volatility, 1.60% risk free rate and 2 expected life in years) and $227,998 as of December 31, 2019. j. The fair value of the warrants issued as part of the convertible loan agreements (“CLA”) along with finder’s fees as applicable were bifurcated out of the principal loans. Commencing with the grant dates the Company is calculating the accretion back to the principal amount during the CLA period along with the related interest and record them financial expenses in connection with convertible loans’ as part of the financial expenses (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, 2019 as follows: Type of CLA Original Additional principal loans provided Loans Remaining Converted Loans CLA August 2017(*) $ 905,555 $ 22,322 $ (141,211 ) $ 786,666 2020 $ 896,799 Refer to Note 8b CLA March 2018(*) 150,000 - - 150,000 2019 163,406 Refer to Note 8c CLA May 2018(*) 170,000 - - 170,000 2019 204,118 Refer to Note 8d CLA October 2018(*) 1,000,000 - - 1,000,000 2020 (***) 875,630 Refer to Note 8e CLA November 2018(*) 225,000 - - 225,000 2020 (***) 205,636 Refer to Note 8f CLA December 2018(*) 400,000 - - 400,000 2020 (***) 310,188 Refer to Note 8g CLA January-April 2019(**) 200,000 - - 200,000 2021 (***) 155,062 Refer to Note 8h CLA March-December 2019(**) 1,250,000 - - 1,250,000 2020 (****) 1,243,739 Refer to Note 8e CLA August-December 2019(**) 475,000 - - 475,000 2021 (***) 136,412 Refer to Note 8i $ 4,775,555, $ 22,322 $ (141,211 ) $ 4,656,666 $ 4,190,990 (*) Aggregated to $3,899,516 and presented within the current liabilities (**) Aggregated to $291,474 and presented within the non-current liabilities (***) Structured as a 24 month- convertible loan or less in case of a Public Offering (“PO”) event (****) The due date for those convertible loans is October 2020 or earlier in case of a PO event |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
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 3.0% 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. During 2019, 2018 and 2017, the Company paid royalties to the Authority in the amount of $2,091, $2,551 and $305, respectively. The total grants received by the Company and Nano Size as of December 31, 2019 aggregated to $1,150,559. The Company’s total contingent liability (including interest) as of December 31, 2019 with respect to royalty-bearing participation received, net of royalties paid, amounted to $1,472,856. As of December 31, 2019 and 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 $1.1 million was repaid to the Authority by Jet CU PCB Ltd (“Jet CU”) as a result of their technology and know-how sale to a foreign company which was authorized by the Authority and resulted in such payment in January 2018. The contingent remaining liability (after additional payments) was reduced to approximately $1.0 million. 2. On December 15, 2011, the Company signed a research and development agreement with the Israeli ministry of energy (formerly 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 ($180,063 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013), out of which the Company received NIS 585,119 ($168,574 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013) so far and do not expect to receive more, in exchange for the Company’s agreement to pay royalties of 5% plus interest as detailed in the agreement of any revenues generated from the intellectual property generated under the program. No grants were received during the three (3) years ended December 31, 2019. During the years ended December 31, 2019, 2018 and 2017, the Company accrued royalties in the amount of $1,080, $112 and $148, respectively. As of December 31, 2019, the aggregate contingent liability to the Israeli Ministry of National Infrastructures, Energy and Water Resources amounted to NIS 580,963 ($168,103 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). 3. 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 ($2,314,815 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). During the years ended December 31, 2019, 2018 and 2017, the Company accrued royalties in the amount of $6,791, $4,020 and $1,558, respectively. 4. 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. The accrued royalties as of December 31, 2019 aggregated to $37,455 and recorded within the Accrued expenses and other current liabilities. 5. 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 purchased from IKTS certain additives (the agreement is still active). 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 ($28 based on the exchange rate of $1.00 / €0.89 in effect as of December 31, 2019) per kilogram of the ingredients not manufactured by IKTS. In addition, as of December 31, 2019, the Company is obligated to pay IKTS a minimum annual royalty of €2,000 ($2,247 based on the exchange rate of $1.00 / €0.89 in effect as of December 31, 2019) deductible against royalties. During the year ended December 31, 2019, 2018 and 2017, the Company recorded royalty expenses in the amount of $2,247, $2,290 and $2,396, respectively. b. Legal proceedings: 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). The liability was recorded as a provision for legal claims, net of deposit associated with that litigation, within the accrued expenses and other current liabilities as of December 31, 2018 an amount of NIS 52,650 ($14,047 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) and was fully paid by the Company during 2019. 2. On March 11, 2018, a lawsuit captioned Reinhold Cohn & Co. vs. (i) Digiflex Ltd., and (ii) P.V. Nano Cell Ltd., was filed in the Magistrate Court in Kfar Saba in Israel. The complaint alleges that Digiflex owes 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). such amount was paid in 2018 and 2019. The remaining liability was recorded as a provision for legal claims within the accrued expenses and other current liabilities as of December 31, 2018 and was fully paid by the Company during 2019. 3. On March 11, 2018, a lawsuit captioned I.T.S Industrial Technologic Ltd. vs. (i) Digiflex Ltd., and (ii) Dan Vilenski., a former director of Digiflex, 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. The remaining liability was recorded within the Trade payables as of December 31, 2019 and was fully paid by the Company during 2020. 4. On May 16, 2019, a lawsuit captioned Yaskawa Europe Technology Ltd. vs. (i) Digiflex Ltd., and (ii) P.V. Nano Cell Ltd., was filed in the Magistrate Court in Kfar Saba in Israel. On January 19, 2020, the Company settled this claim for a total of NIS 179,006 ($51,795 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), paid in 12 monthly installments commencing May 2020. The liability was recorded as a provision for legal claims within the accrued expenses and other current liabilities as of December 31, 2019. c. Lease commitments: 1. The Company currently leases, 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 15,493 ($4,483 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). Those current lease agreements expire on June 30, 2022. Additionally, Digiflex leased 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 ($3,617 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease was mutually ended on March 15, 2020. Digiflex currently leases approximately 1,200 square feet of space in Migdal Ha’Emek, Israel for its principal office and laboratory at a monthly cost of approximately NIS 5,000 ($1,447 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease agreement expires on September 14, 2021. As of December 31, 2019, the future minimum aggregate office space commitment under non-cancelable agreements are as follows: 2020 $ 76,581 2021 66,092 2022 26,898 $ 169,571 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2019 | |
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 are as follows: 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, 2019, the Company and its Israeli subsidiaries have accumulated losses for tax purposes in the amount of $39.0 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, 2019, 2018 and 2017, 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, 2019 2018 Deferred tax assets Operating loss carry forward $ 8,963,906 $ 8,291,967 Temporary differences 186,789 280,126 9,150,695 8,572,093 Deferred tax liability Beneficial conversion feature (99,790 ) (94,858 ) Total deferred tax, net 9,050,905 8,477,235 Valuation allowance (9,050,905 ) (8,477,235 ) Net deferred tax assets $ — $ — The net change in the total valuation allowance for the year ended December 31, 2019 related primarily to an increase in deferred taxes calculated on the operating loss carry forward. 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 carry forwards are deductible. f. Reconciliation of the theoretical tax benefit and the actual tax expense: Year ended December 31, 2019 2018 2017 Loss before tax benefit $ (3,953,005 ) $ (1,972,558 ) $ (2,843,905 ) Statutory tax rate 23 % 23 % 24 % Income tax benefit 909,191 453,688 682,537 Effect of: Losses and timing differences for which valuation allowance was provided, net (478,812 ) (514,287 ) (457,643 ) Non-deductible expenses and other permanent differences (332,799 ) 146,315 (159,580 ) Beneficial conversion feature (99,790 ) (94,858 ) (17,057 ) Other 2,210 9,142 (48,257 ) Income tax expense recognized in profit or loss $ — $ — $ — |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE CAPITAL | NOTE 11:- SHARE CAPITAL a. Ordinary shares: The share capital as of December 31, 2019 and 2018 is composed of ordinary shares of NIS 0.01 ($0.003 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) par value as follows: Number of ordinary Number of ordinary Authorized Issued and outstanding Authorized Issued and outstanding December 31, December 31, Ordinary shares 200,000,000 24,393,218 200,000,000 23,491,948 On December 28, 2020, as part of the annual general meeting of the shareholders’, the authorized ordinary shares were increased by an additional 1,000,000,000 ordinary shares of NIS 0.01 ($0.003 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) par value. b. Issuance of ordinary shares: 1. 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 expenses (income), net. As of December 31, 2019 and 2018, the fair value of the warrants amounted to $2 and $66, respectively. 2. 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 the first 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. 3. 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. 4. In December 2017 the Company issued 6,560,471 ordinary shares to the former owners of Digiflex as part of the merger agreement, refer to Note 3. 5. In addition, in December 2017, 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, 2019 and 2018, the fair value of the warrants amounted to $96 and $944, respectively. 6. 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. 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, 2019 and 2018, the fair value of the warrants amounted to $1,560 and $4,626, respectively. 7. In January 2018 the Company issued a five-year warrant commencing August 2017 to purchase 11,111 ordinary shares to a vendor as a finders’ fee compensation at an exercise price of $1.20 per ordinary share. 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, 2019 and 2018, the fair value of the warrants amounted to $4 and $18, respectively. 8. In January 2018 the Company issued 65,000 ordinary shares to one of the Company’s service providers. The company recorded an expense of $65,000 during the year ended December 31, 2018 in connection with the issuance of those ordinary shares. 9. Between February and November 2018, the Company issued 68,750 ordinary shares to one of the Company’s service providers. The company recorded an expense of $45,338 during the year ended December 31, 2018 in connection with the issuance of those ordinary shares. 10. 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. 11. 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 records the expense over the service period and recorded $63,638 as an expense for the year ended December 31, 2018. 12. Between January and July 2019, the Company issued 250,000 ordinary shares to one of the Company’s service providers (the first 50,000 issued shares were mentioned on section 11. above). The Company recorded an expense of $16,738 during the year ended December 31, 2019 in connection with the issuance of those restricted ordinary shares. 13. Between February and May 2019, the Company issued 25,000 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $2,881 during the year ended December 31, 2019 in connection with the issuance of those restricted ordinary shares. 14. In April 2019 the Company issued 50,000 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $6,025 during the year ended December 31, 2019 in connection with the issuance of those restricted ordinary shares. 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 Shares (if any) 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, 2019 was 1,360,898. During 2020 the options pool was increased and the Company granted additional options, refer to Note 16.b. and 16.e. for additional information. A summary of the Company’s stock option activities and related information for the year ended December 31, 2019, is as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic-value Outstanding as of January 1, 2019 1,714,039 $ 0.63 Granted 207,500 0.27 Options forfeited (107,158 ) $ 0.88 Outstanding as of December 31, 2019 1,814,381 $ 0.58 6.66 $ 24,538 Exercisable as of December 31, 2019 1,209,464 $ 0.68 5.72 $ 24,538 The options granted to officers, directors, employees, consultants and service providers of the Company which were outstanding as of December 31, 2019 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 3.4 230,425 3.4 $0.03 19,597 5.8 19,597 5.8 0.27 809,000 8.6 291,125 8.4 0.34 8,020 3.9 8,020 3.9 0.45 63,097 0.7 63,097 0.7 0.92 650,424 6.2 563,382 6.0 4.72 1,068 2.2 1,068 2.2 5.05 2,769 2.2 2,769 2.2 $5.73 29,981 3.8 29,981 3.8 1,814,381 1,209,464 (*) Represents an amount lower than $0.01. As of December 31, 2019, the total compensation cost related to options granted to employees, consultants and service providers, not yet recognized, amounted to $84,186 and is expected to be recognized over a weighted average period of 0.65 years. e. Stock based compensation were recorded as follows: Year Ended December 31, 2019 2018 2017 Research and Development $ 16,295 $ 36,723 $ 17,956 Sales and Marketing 7,209 14,837 9,747 General and Administrative 86,109 102,430 108,431 $ 109,613 $ 153,990 $ 136,134 f. The Company’s outstanding warrants classified as equity as of December 31, 2019 are as follows: Outstanding Issuance year Exercise price Exercisable through 117,209 2009 $ (* ) Exit event (**) 59,384 2013 0.92 2023 (**) 600,000 2018 0.50 2023 Refer to Note 8c 170,000 2018 0.50 2023 Refer to Note 8d 466,667 2018 $ 0.50 2023 Refer to Note 11b10 1,413,260 (*) Represents an amount lower than $0.01 (**) Issued in connection with the 2013 and 2009 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, 2019 | |
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, 2019 are as follows: Outstanding Exercise price Issuance year Exercisable through Fair value 120,000 $ 0.92(*) 2014 (*****) 6 (********) 296,813 1.50 2015 2020 - (********) 374,001 1.50 2016 2021 2 (********) 905,555 0.17 2017 2022 22,027 Refer to Note 8b 333,333 1.50 2017 2022 96 Refer to Note 11b5 53,333 1.50 2017 2022 2 Refer to Note 11b1 50,000 1.50 2017 2022 3 Refer to Note 8a 33,332 1.20 2017 2022 16 Refer to Note 8b 33,332 1.00 2017 2022 16 Refer to Note 8b 675,926 (**) 2017 2022 68,275 Refer to Note 3 11,111 1.20 2017 2022 4 Refer to Note 11b7 300,000 0.50 2018 2023 1,560 Refer to Note 11b6 1,659,971 0.17 2018 2022 11,522 Refer to Note 8b 29,411,765 0.17(***) 2018 2021(******) 420,386 Refer to Note 8e 15,441,177 (****) (****) (****) 220,704 Refer to Note 8e 6,617,647 0.17(***) 2018 2020(*******) 50,510 Refer to Note 8f 11,764,706 0.17(***) 2018 2020(*******) 107,602 Refer to Note 8g 1,411,765 0.17(***) 2019 2024 $ 49,100 Refer to Note 8g 5,882,352 0.17(***) 2019 2021(*******) 61,541 Refer to Note 8h 18,382,352 0.17(***) 2019 2021(******) 262,742 Refer to Note 8e 13,970,587 $ 0.17(***) 2019 2021(*******) 227,998 Refer to Note 8i 107,729,058 $ 1,504,112 (*********) (*) 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 amounts were calculated based on an exercise price of $0.17, which results in the maximum potential amount of warrants. (****) Since the actual number of warrants cannot be determined as of December 31, 2019, the outstanding amounts were calculated based on an exercise price of $0.17, which results in the maximum potential amount of warrants. (*****) M&A or qualified PO as described in the agreement. (******) Two years from the registration statement or a PO, the earlier (*******) Two years or a PO, the earlier. (********) Issued in connection with the 2016, 2015 and 2014 financing rounds. (*********) Contains warrants presented at fair value within current liabilities of $158,112 and within non-current liabilities of $1,346,000. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 13:- RELATED PARTIES a. Employment or Service Agreements with Dr. Fernando de la Vega, the Company’s Chief Executive Officer: On September 9, 2009, the Company 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 entitled to a monthly consultancy fee in the amount of NIS 51,750 ($14,974 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax and car allowance in the amount of NIS 2,500 ($723 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax per month plus reimbursement for fuel expenses and tolls. The consultancy monthly fee shall be updated to NIS 65,000 ($18,807 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax per month, if the Company will secure an additional investment of $1,000,000 (such update commenced in April 2019). Dr. de la Vega may terminate the DBG Services Agreement at any time for any reason upon a three (3) months’ prior written notice. If the Company 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 (6) months’ prior written notice. In addition, our chief executive office may receive (none of which received so far): 1. An annual cash bonus in an amount equivalent to up to four (4) 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. 2. 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. 3. 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) 2.0% 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. RINC Green ceased providing the above monthly service in January 2019. In addition to the foregoing, RINC Green is entitled to receive (none of which received so far): 1. A one-time payment in the amount of $25,000 (plus value added tax) upon an equity investment exceeding $500,000 by an investor that was introduced to the Company by Mr. Zeevi; 2. $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 ($0.003 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019); 3. 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 4. An equity based award to be granted upon of an Exit Event, in accordance with the following calculation:(i) 0.4% of the Company’s share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than US $30,000,000 but less than US $50,000,000 or (ii) 1.0% of the Company’s share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than US $50,000,000. An ‘Exit Event’ is defined the same as mentioned in section a. above. In the event that the Company 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 20% of our ordinary shares. c. Refer to note 8e for additional related party transactions. |
Financial Expenses (Income), Ne
Financial Expenses (Income), Net | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSES (INCOME), NET | NOTE 14:- FINANCIAL EXPENSES (INCOME), NET Year ended December 31, 2019 2018 2017 Financial (income): Change in fair value of warrants and capital note presented at fair value $ (33,382 ) $ (2,280,318 ) $ (491,884 ) Foreign exchange income, net - (95,659 ) - Financial expenses: Interest and accretion back in connection with convertible loans 950,292 1,019,402 282,015 Foreign exchange loss, net 107,902 - 127,328 Other 17,546 146,091 18,763 $ 1,042,358 $ (1,210,484 ) $ (63,778 ) |
Additional Information to the S
Additional Information to the Statements of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Additional Information To 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, 2019 2018 2017 Israel $ 272,668 $ 228,966 $ 28,058 United states 139,016 141,542 21,105 Germany 9,876 6,342 5,169 Holland 11,113 2,341 7,082 Austria 2,170 4,115 633 France - 947 782 Other 43,677 76,486 25,862 $ 478,520 $ 460,739 $ 88,691 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16:- SUBSEQUENT EVENTS a. During 2020, due to the Coronavirus pandemic (“COVID-19”) constraints, the Company has had to adjust its working mode (mainly changing working hours and make sure the Company complies with the government guidelines which have included full and partial lockdowns). While the Company business grew in 2020, the growth has been limited (sales grew less than expected) due to slow down of the customers and partners, and also due to traveling constrains imposed by governments due to COVID-19. Two of the Company’s main customers have purchased inks and services much less than forecasted and expected. the Company’s plans to upgrade its DemonJet printers, develop the inks and technologies to print passive components have been slowed down due to the reduction of activities of the Company’s partners in Europe and reduced available resources. The Company has placed one of its employees on an unpaid leave and reduced the team by two team members. Furthermore, due to the influence of COVID-19 on the world economy, the price of silvers (the Company’s main raw material) have increased by almost 50% from January 2019 through December 2020. Given the continued uncertainty around the extent and timing of the future spread or mitigation of the Coronavirus outbreak and around the imposition or relaxation of protective measures, the Company cannot reasonably estimate the impact to its future results of operations, cash flows or financial condition. The extent of the impact of the COVID-19 pandemic on the Company operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frame, will depend on future developments, including, but not limited to, the duration and continued spread of the pandemic, its severity, the actions to contain the disease or treat its impact, further related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption as a result of the COVID-19 pandemic could have a material adverse effect on the Company business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain; infections may become more widespread and the limitation on the Company’s ability to work, travel and timely sell and distribute its products, as well as any closures or supply disruptions, may be extended for longer periods of time and to other locations, all of which would have a negative impact on its business, financial condition and operating results. In addition, as the scale and duration of these developments remain uncertain, they may have, or continue to have, macro and micro negative effects on the financial markets and global economy, which could result in an economic downturn that could affect demand for our products and have a material adverse effect on our operations and financial results, earnings, cash flow, financial condition and share price. These effects could be material and long-term in duration. b. On January 7, 2020, the Company’s Board of Directors increased the options pool by additional 15,607,995 options, reached to 18,783,274 options following such increase. On the same date the Company also granted 13,739,570 options to employees and service providers with a three (3) years vesting and an exercise price of $0.068 per share. c. On January 19, 2020, the Company settled one of its legal claims, see Note 9.b.4. for additional information. d. In June 2020 and January and February 2021 few of the CLA August 2017 notes were converted, see Note 8.b. for additional information. e. On June 22, 2020, the Company granted 939,164 options to its new active chairman with a three (3) years vesting and an exercise price of $0.068 per share. f. In July 2020 one investor provided the Company convertible loan in an amount aggregated to $16,748, see Note 8.e. for additional information. g. On July 26, 2020 the Company consummated the acquisition of 100% of the shares of Jet CU, a company that was incorporated in Israel in May 2014 and was inactive on the purchase date since its operational assets were sold few years before. The main balance sheet items as of the purchase date were cash and liability to the Authority of approximately $0.8 million and approximately $1.0 million, respectively. The Company issued 2,000,000 ordinary shares and warrants to purchase 8,000,000 ordinary shares, at an exercise price of $0.26 per share as a consideration for the purchase. The warrants exercisable until the date which is the earlier of (i) 24 months as of the purchase date or (ii) Merger/Acquisition transaction or an IPO. h. On December 28, 2020, as part of the annual general meeting of the shareholders’, the authorized ordinary shares were increased. See Note 11.a. for additional information. i. In March 2021, the Company entered into several convertible loan agreements with new investors, whereby they provided the Company with a convertible loan in an aggregate principal amount of $415,000 (the Company collected so far $230,000 out of those convertible loans). The convertible loans bear an interest rate at Israeli prime plus 4% per annum. Under those agreements, the Company issued lenders warrants to purchase ordinary shares for an aggregate purchase price of $1,625,000. The conversion price for all the loan amount and the warrants is defined in the convertible loan agreement but no less than $0.17. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 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 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 stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory write-offs are provided to cover risks arising from slow-moving items, excess inventories, discontinued products, new products introduction and for market prices lower than cost. Any write-off is recognized in the consolidated statements of comprehensive loss as cost of revenues. |
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 7 – 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, 2019, 2018 and 2017. |
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 require 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 quantutaive impairment test is not required. However, if the Company concludes otherwise, it is then required to perform a quantitative assessment for goodwill impairment. In January 1, 2017, the Company has adopted ASU 2017-04 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 as of December 31, 2017 were that the fair value was greater than the reporting unit’s carrying value and therefore no goodwill impairment was recorded as of this date. As of December 31, 2018 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. As of December 31, 2019, the Company has early adopted the ASU 2017-04 FASB revised guidance of goodwill impairment. Under this guidance, entities that have reporting units with zero or negative carrying amount are no longer required to perform the qualitative assessment. The results of such test as of December 31, 2019, were that the fair value was greater than the reporting unit’s negative carrying value and therefore no goodwill impairment was recorded as of this date. |
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, 2019, 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 fee is fixed or determinable and collectability is reasonably assured. |
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 Company accounts for non-employee share-based awards pursuant to ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. 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, 2019 2018 2017 Dividend yield 0% 0% 0% Expected volatility 60% 60% 64%-70% Risk-free interest 2.33%-2.71% 2.15%-2.91% 1.78%-2.28% Expected life (in years) 4.15-7.00 3.50-4.37 4.50-7.00 |
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. There was no allowance for doubtful accounts as of December 31, 2019 and 2018. 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, 2019, 2018 and 2017 amounted to $64,080, $64,261 and $40,568, 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 following methods and assumptions were used by the Company in estimating the fair value of their financial instruments: The carrying values of cash and cash equivalents, short-term bank deposits, trade receivables, prepaid expenses and other current assets, trade payables, employees and payroll accruals and accrued expenses and other current liabilities approximate their fair values due to the short-term maturities of these instruments. The Company applies ASC No. 820, “Fair Value Measurements and Disclosures” (“ASC No. 820”), with respect to fair value measurements of all financial assets and liabilities. 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 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 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, 2019: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 1,504,112 $ 1,504,112 Capital note - - 40,000 40,000 Total financial liabilities - - $ 1,544,112 $ 1,554,112 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 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, 2017 $ 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 1,044,528 Fair value of warrants granted for services 119,779 Changes in Fair value of warrants and capital note (2,280,318 ) Balance as of December 31, 2018 $ 977,025 Fair value of warrants issued 600,469 Changes in Fair value of warrants and capital note (33,382 ) Balance as of December 31, 2019 $ 1,544,112 |
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. The total number of ordinary shares related to the outstanding stock options, warrants and conversion of the outstanding convertible loans aggregated to 3,175,279, 109,142,318 and 27,543,907, respectively, were excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect. |
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: Which were Adopted: 1. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for annual and interim periods beginning after December 15, 2017. The adoption of this standard will not have a material impact on the Company’s consolidated financial statements of cash flows. As a result of the adoption of ASU 2016-18, the Company adjusted the previously reported consolidated statement of cash flows for the years ended December 31, 2018 and 2017 as follows: Year ended December 31, 2018 As previously Adjustments As adjusted Changes in restricted cash $ 706 $ (706 ) $ - Net cash used in operating activities 2,591,341 706 2,592,047 Decrease in cash and cash equivalents (305,357 ) (706 ) (306,063 ) Cash and cash equivalent at the beginning of the year 450,305 15,380 465,685 Cash and cash equivalents at the end of the year $ 144,948 $ 14,674 $ 159,622 Year ended December 31, 2017 As previously Adjustments As adjusted Net cash acquired in acquisition of Digiflex $ - $ 15,380 $ 15,380 Increase in cash and cash equivalents 324,083 15,380 339,463 Cash and cash equivalents at the end of the year $ 450,305 $ 15,380 $ 465,685 Not yet adopted in the current year: As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. 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, this new standard will become effective for the Company starting the first quarter of 2020. The Company intends to adopt the modified retrospective approach starting the first quarter of 2020. The adoption of ASU 2014-09 is not expected to have a material impact on the Company's consolidated financial statements. 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 lessees to recognize only capital leases on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. For public entities, this ASU is effective for the Company for fiscal years beginning after December 15, 2019 and effective as of January 1, 2020 . The adoption of ASU 2016-02 is not expected to have a material impact on the Company's 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: (i) Liability-classified nonemployee awards that have not been settled as of the adoption date and (ii) 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 for fiscal years beginning after 15 December 2019. The adoption of ASU 2018-07 is not expected to have a material impact on the Company's consolidated financial statements. 5. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted and will be applied on a modified retrospective basis. The adoption of ASU 2016-13 is not expected to have a material impact on the Company's consolidated financial statements. 6. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (ASU 2018-13). The amendments in ASU 2018-13 remove, modify and add disclosures for companies required to make disclosures about recurring or nonrecurring fair value measurements under Topic 820. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption of this guidance is permitted. Certain amendments in this guidance are required to be applied prospectively, and others are to be applied retrospectively. The amendments in ASU 2018-13 are disclosure-related only and as such, the adoption of ASU 2018-13 is not expected to have a significant impact on the Company’s consolidated financial statements. 7. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, net of accumulated depreciation | % Computers 15 – 33 Equipment 7 – 33 Office furniture 7 – 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, 2019 2018 2017 Dividend yield 0% 0% 0% Expected volatility 60% 60% 64%-70% Risk-free interest 2.33%-2.71% 2.15%-2.91% 1.78%-2.28% Expected life (in years) 4.15-7.00 3.50-4.37 4.50-7.00 |
Schedule of fair value, assets and liabilities measured on recurring basis | Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 1,504,112 $ 1,504,112 Capital note - - 40,000 40,000 Total financial liabilities - - $ 1,544,112 $ 1,554,112 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 |
Schedule of liabilities measured at fair value on a recurring basis | Level 3 Balance as of January 1, 2017 $ 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 1,044,528 Fair value of warrants granted for services 119,779 Changes in Fair value of warrants and capital note (2,280,318 ) Balance as of December 31, 2018 $ 977,025 Fair value of warrants issued 600,469 Changes in Fair value of warrants and capital note (33,382 ) Balance as of December 31, 2019 $ 1,544,112 |
Condensed Cash Flow Statement [Table Text Block] | Year ended December 31, 2018 As previously Adjustments As adjusted Changes in restricted cash $ 706 $ (706 ) $ - Net cash used in operating activities 2,591,341 706 2,592,047 Decrease in cash and cash equivalents (305,357 ) (706 ) (306,063 ) Cash and cash equivalent at the beginning of the year 450,305 15,380 465,685 Cash and cash equivalents at the end of the year $ 144,948 $ 14,674 $ 159,622 Year ended December 31, 2017 As previously Adjustments As adjusted Net cash acquired in acquisition of Digiflex $ - $ 15,380 $ 15,380 Increase in cash and cash equivalents 324,083 15,380 339,463 Cash and cash equivalents at the end of the year $ 450,305 $ 15,380 $ 465,685 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | December 31, 2019 2018 Receivable for Convertible loan* $ 150,000 $ - Government authorities 20,894 48,335 Other 23,279 16,676 $ 194,173 $ 65,011 * Such amount was collected in January 2020, see Note 8.e. for additional information. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, 2019 2018 Cost: Equipment $ 594,740 $ 575,432 Computers 34,087 33,122 Office furniture 27,961 26,906 Leasehold improvements 23,461 23,461 680,249 658,921 Accumulated depreciation: 431,933 358,219 Property and equipment, net $ 248,316 $ 300,702 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | December 31, 2019 2018 Cost: Technology $ 4,284,315 $ 4,284,315 Backlog 45,996 45,996 4,330,311 4,330,311 Accumulated amortization (the Backlog was fully amortized): 936,898 508,467 Intangible assets, net $ 3,393,413 $ 3,821,844 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, 2019 2018 Provision for professional fees $ 573,667 $ 603,038 Government authorities 34,830 33,902 Grants received in advance - 66,339 Provision for legal claims 44,269 8,083 Other 137,331 130,780 $ 790,097 $ 842,142 |
Loans and Convertible Bridge _2
Loans and Convertible Bridge Financing (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Bridge Financing Disclosure [Abstract] | |
Schedule of current and non-current liabilities | Type of CLA Original Additional principal loans provided Loans Remaining Converted Loans CLA August 2017(*) $ 905,555 $ 22,322 $ (141,211 ) $ 786,666 2020 $ 896,799 Refer to Note 8b CLA March 2018(*) 150,000 - - 150,000 2019 163,406 Refer to Note 8c CLA May 2018(*) 170,000 - - 170,000 2019 204,118 Refer to Note 8d CLA October 2018(*) 1,000,000 - - 1,000,000 2020 (***) 875,630 Refer to Note 8e CLA November 2018(*) 225,000 - - 225,000 2020 (***) 205,636 Refer to Note 8f CLA December 2018(*) 400,000 - - 400,000 2020 (***) 310,188 Refer to Note 8g CLA January-April 2019(**) 200,000 - - 200,000 2021 (***) 155,062 Refer to Note 8h CLA March-December 2019(**) 1,250,000 - - 1,250,000 2020 (****) 1,243,739 Refer to Note 8e CLA August-December 2019(**) 475,000 - - 475,000 2021 (***) 136,412 Refer to Note 8i $ 4,775,555, $ 22,322 $ (141,211 ) $ 4,656,666 $ 4,190,990 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum aggregate office space commitment under non-cancelable agreements | 2020 $ 76,581 2021 66,092 2022 26,898 $ 169,571 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, 2019 2018 Deferred tax assets Operating loss carry forward $ 8,963,906 $ 8,291,967 Temporary differences 186,789 280,126 9,150,695 8,572,093 Deferred tax liability Beneficial conversion feature (99,790 ) (94,858 ) Total deferred tax, net 9,050,905 8,477,235 Valuation allowance (9,050,905 ) (8,477,235 ) Net deferred tax assets $ — $ — |
Schedule of reconciliation of tax benefit | Year ended December 31, 2019 2018 2017 Loss before tax benefit $ (3,953,005 ) $ (1,972,558 ) $ (2,843,905 ) Statutory tax rate 23 % 23 % 24 % Income tax benefit 909,191 453,688 682,537 Effect of: Losses and timing differences for which valuation allowance was provided, net (478,812 ) (514,287 ) (457,643 ) Non-deductible expenses and other permanent differences (332,799 ) 146,315 (159,580 ) Beneficial conversion feature (99,790 ) (94,858 ) (17,057 ) Other 2,210 9,142 (48,257 ) Income tax expense recognized in profit or loss $ — $ — $ — |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activities and related information | Number of ordinary Number of ordinary Authorized Issued and outstanding Authorized Issued and outstanding December 31, December 31, Ordinary shares 200,000,000 24,393,218 200,000,000 23,491,948 |
Schedule 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, 2019 1,714,039 $ 0.63 Granted 207,500 0.27 Options forfeited (107,158 ) $ 0.88 Outstanding as of December 31, 2019 1,814,381 $ 0.58 6.66 $ 24,538 Exercisable as of December 31, 2019 1,209,464 $ 0.68 5.72 $ 24,538 |
Schedule of options granted to officers, directors, employees, consultants and service providers | Outstanding Exercisable Exercise price Number of options Weighted average remaining contractual life (years) Number of options Weighted average remaining contractual life (years) (*) 230,425 3.4 230,425 3.4 $0.03 19,597 5.8 19,597 5.8 0.27 809,000 8.6 291,125 8.4 0.34 8,020 3.9 8,020 3.9 0.45 63,097 0.7 63,097 0.7 0.92 650,424 6.2 563,382 6.0 4.72 1,068 2.2 1,068 2.2 5.05 2,769 2.2 2,769 2.2 $5.73 29,981 3.8 29,981 3.8 1,814,381 1,209,464 (*) Represents an amount lower than $0.01. |
Schedule of stock based compensation | Year Ended December 31, 2019 2018 2017 Research and Development $ 16,295 $ 36,723 $ 17,956 Sales and Marketing 7,209 14,837 9,747 General and Administrative 86,109 102,430 108,431 $ 109,613 $ 153,990 $ 136,134 |
Schedule of outstanding warrants | Outstanding Issuance year Exercise price Exercisable through 117,209 2009 $ (* ) Exit event (**) 59,384 2013 0.92 2023 (**) 600,000 2018 0.50 2023 Refer to Note 8c 170,000 2018 0.50 2023 Refer to Note 8d 466,667 2018 $ 0.50 2023 Refer to Note 11b10 1,413,260 (*) Represents an amount lower than $0.01 (**) Issued in connection with the 2013 and 2009 arrangements |
Warrants Presented at Fair Va_2
Warrants Presented at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of outstanding warrants classified as a liability | Outstanding Exercise price Issuance year Exercisable through Fair value 120,000 $ 0.92(*) 2014 (*****) 6 (********) 296,813 1.50 2015 2020 - (********) 374,001 1.50 2016 2021 2 (********) 905,555 0.17 2017 2022 22,027 Refer to Note 8b 333,333 1.50 2017 2022 96 Refer to Note 11b5 53,333 1.50 2017 2022 2 Refer to Note 11b1 50,000 1.50 2017 2022 3 Refer to Note 8a 33,332 1.20 2017 2022 16 Refer to Note 8b 33,332 1.00 2017 2022 16 Refer to Note 8b 675,926 (**) 2017 2022 68,275 Refer to Note 3 11,111 1.20 2017 2022 4 Refer to Note 11b7 300,000 0.50 2018 2023 1,560 Refer to Note 11b6 1,659,971 0.17 2018 2022 11,522 Refer to Note 8b 29,411,765 0.17(***) 2018 2021(******) 420,386 Refer to Note 8e 15,441,177 (****) (****) (****) 220,704 Refer to Note 8e 6,617,647 0.17(***) 2018 2020(*******) 50,510 Refer to Note 8f 11,764,706 0.17(***) 2018 2020(*******) 107,602 Refer to Note 8g 1,411,765 0.17(***) 2019 2024 $ 49,100 Refer to Note 8g 5,882,352 0.17(***) 2019 2021(*******) 61,541 Refer to Note 8h 18,382,352 0.17(***) 2019 2021(******) 262,742 Refer to Note 8e 13,970,587 $ 0.17(***) 2019 2021(*******) 227,998 Refer to Note 8i 107,729,058 $ 1,504,112 (*********) (*) 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 amounts were calculated based on an exercise price of $0.17, which results in the maximum potential amount of warrants. (****) Since the actual number of warrants cannot be determined as of December 31, 2019, the outstanding amounts were calculated based on an exercise price of $0.17, which results in the maximum potential amount of warrants. (*****) M&A or qualified PO as described in the agreement. (******) Two years from the registration statement or a PO, the earlier (*******) Two years or a PO, the earlier. (********) Issued in connection with the 2016, 2015 and 2014 financing rounds. (*********) Contains warrants presented at fair value within current liabilities of $158,112 and within non-current liabilities of $1,346,000. |
Financial Expenses (Income), _2
Financial Expenses (Income), Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of financial expenses (income), net | Year ended December 31, 2019 2018 2017 Financial (income): Change in fair value of warrants and capital note presented at fair value $ (33,382 ) $ (2,280,318 ) $ (491,884 ) Foreign exchange income, net - (95,659 ) - Financial expenses: Interest and accretion back in connection with convertible loans 950,292 1,019,402 282,015 Foreign exchange loss, net 107,902 - 127,328 Other 17,546 146,091 18,763 $ 1,042,358 $ (1,210,484 ) $ (63,778 ) |
Additional Information to the_2
Additional Information to the Statements of Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Additional Information To Statements Of Operations [Abstract] | |
Schedule of revenues in financial statements | Year ended December 31, 2019 2018 2017 Israel $ 272,668 $ 228,966 $ 28,058 United states 139,016 141,542 21,105 Germany 9,876 6,342 5,169 Holland 11,113 2,341 7,082 Austria 2,170 4,115 633 France - 947 782 Other 43,677 76,486 25,862 $ 478,520 $ 460,739 $ 88,691 |
General (Details)
General (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||||
Ownership percentage outstanding | 40.00% | |||
Net cash (used) in operating activities | $ (1,979,138) | $ (2,592,047) | $ (2,169,889) | |
Net losses | 3,953,005 | 1,972,558 | $ 2,843,905 | |
Accumulated deficit | $ (21,011,763) | $ (17,058,758) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Goodwill Impairment charge | $ 161,381 | ||
Income tax benefit, percentage | 50.00% | ||
Severance pay, percentage | 8.33% | ||
Severance expenses | $ 64,080 | $ 64,261 | $ 40,568 |
Ordinary shares conversion basis, description | The total number of ordinary shares related to the outstanding stock options, warrants and conversion of the outstanding convertible loans aggregated to 3,175,279, 109,142,318 and 27,543,907, respectively, were excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect. |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation | 12 Months Ended | |
Dec. 31, 2019 | ||
Computers [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation [Line Items] | ||
Property and equipment, useful lives | 15.00% | |
Computers [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation [Line Items] | ||
Property and equipment, useful lives | 33.00% | |
Equipment [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation [Line Items] | ||
Property and equipment, useful lives | 7.00% | |
Equipment [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation [Line Items] | ||
Property and equipment, useful lives | 33.00% | |
Office furniture [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation [Line Items] | ||
Property and equipment, useful lives | 7.00% | |
Office furniture [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation [Line Items] | ||
Property and equipment, useful lives | 15.00% | |
Leasehold improvements [Member] | ||
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation [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) - Schedule of intangible assets and estimated useful lives | 12 Months Ended |
Dec. 31, 2008 | |
Technology [Member] | |
Significant Accounting Policies (Details) - Schedule of intangible assets and estimated useful lives [Line Items] | |
Intangible assets estimated useful life | Ten (10) years |
Backlog [Member] | |
Significant Accounting Policies (Details) - Schedule of intangible assets and estimated useful lives [Line Items] | |
Intangible assets estimated useful life | One (1) year |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of fair value for options granted using the black-scholes option-pricing model | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 60.00% | 60.00% | |
Minimum [Member] | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Expected volatility | 64.00% | ||
Risk-free interest | 2.33% | 2.15% | 1.78% |
Expected life (in years) | 4 years 54 days | 3 years 6 months | 4 years 6 months |
Maximum [Member] | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Expected volatility | 70.00% | ||
Risk-free interest | 2.71% | 2.91% | 2.28% |
Expected life (in years) | 7 years | 4 years 135 days | 7 years |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of fair value on recurring basis - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies (Details) - Schedule of fair value on recurring basis [Line Items] | ||
Warrants | $ 1,504,112 | $ 945,025 |
Capital note | 40,000 | 32,000 |
Total financial liabilities | 1,554,112 | 977,025 |
Level 1 [Member] | ||
Significant Accounting Policies (Details) - Schedule of fair value on recurring basis [Line Items] | ||
Warrants | ||
Capital note | ||
Total financial liabilities | ||
Level 2 [Member] | ||
Significant Accounting Policies (Details) - Schedule of fair value on recurring basis [Line Items] | ||
Warrants | ||
Capital note | ||
Total financial liabilities | ||
Level 3 [Member] | ||
Significant Accounting Policies (Details) - Schedule of fair value on recurring basis [Line Items] | ||
Warrants | 1,504,112 | 945,025 |
Capital note | 40,000 | 32,000 |
Total financial liabilities | $ 1,544,112 | $ 977,025 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of liabilities measured at fair value on a recurring basis - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of liabilities measured at fair value on a recurring basis [Abstract] | |||
Beginning Balance | $ 977,025 | $ 2,093,036 | $ 1,162,814 |
Fair value of warrants issued | 600,469 | 1,044,528 | 684,015 |
Fair value of warrants granted for services | 119,779 | 738,091 | |
Changes in Fair value of warrants and capital note | (33,382) | (2,280,318) | (491,884) |
Ending Balance | $ 1,544,112 | $ 977,025 | $ 2,093,036 |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - Schedule of adjusted the previously reported consolidated statement of cash flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Changes in restricted cash | |||
Net cash used in operating activities | 2,592,047 | ||
Increase (decrease) in cash and cash equivalents | $ (109,325) | (306,063) | $ 339,463 |
Cash and cash equivalent at the beginning of the year | 159,622 | 465,685 | |
Cash and cash equivalents at the end of the year | 159,622 | 465,685 | |
Net cash acquired in acquisition of Digiflex | 15,380 | ||
As previously reported [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Changes in restricted cash | 706 | ||
Net cash used in operating activities | 2,591,341 | ||
Increase (decrease) in cash and cash equivalents | (305,357) | 324,083 | |
Cash and cash equivalent at the beginning of the year | 144,948 | 450,305 | |
Cash and cash equivalents at the end of the year | 144,948 | 450,305 | |
Net cash acquired in acquisition of Digiflex | |||
Adjustments [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Changes in restricted cash | (706) | ||
Net cash used in operating activities | 706 | ||
Increase (decrease) in cash and cash equivalents | (706) | 15,380 | |
Cash and cash equivalent at the beginning of the year | $ 14,674 | 15,380 | |
Cash and cash equivalents at the end of the year | $ 14,674 | 15,380 | |
Net cash acquired in acquisition of Digiflex | $ 15,380 |
Acquisition (Details)
Acquisition (Details) | Dec. 03, 2017USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 03, 2017₪ / shares |
Acquisition (Details) [Line Items] | ||||
Percentage of acquisition two wholly-owned subsidiaries | 50.00% | |||
Percentage of ownership shareholders | 75.00% | |||
Exercise price | $ / shares | $ 0.01 | |||
Exchange rate of warrant | $ / shares | $ 1 | |||
Warrants exercisable | 675,926 | |||
Fair value warrant amount | $ | $ 68,275 | $ 70,968 | ||
Digiflex Inc [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Percentage of acquisition two wholly-owned subsidiaries | 100.00% | |||
Business acquisition, description | In addition, as part of the purchase agreement, Digiflex former shareholders’ also invested $200,000 in Digiflex prior to the transaction to satisfy some of its liabilities. | |||
Digiflex Former Shareholders and Option Holders [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Acquisition of issuing ordinary shares | 6,560,471 | |||
Acquisition of share of fully vested options | 198,788 | |||
Percentage of ownership shareholders | 25.00% | |||
Warrant [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Exercise price | (per share) | $ 0.003 | ₪ 0.01 | ||
Acquisition related costs total | $ | $ 75,000 | |||
Warrants granted | 675,926 | |||
Warrant [Member] | General and Administrative Expense [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Acquisition related costs total | $ | $ 675,926 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of purchase price to assets acquired and liabilities | Dec. 03, 2017USD ($) |
Schedule of purchase price to assets acquired and liabilities [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) - Sched_2
Acquisition (Details) - Schedule of intangible assets | 12 Months Ended |
Mar. 31, 2008USD ($) | |
Acquisition (Details) - Schedule of intangible assets [Line Items] | |
Purchase price | $ 4,330,311 |
Technology [Member] | |
Acquisition (Details) - Schedule of intangible assets [Line Items] | |
Purchase price | $ 4,284,315 |
Intangible assets estimated useful life | Ten (10) years |
Backlog [Member] | |
Acquisition (Details) - Schedule of intangible assets [Line Items] | |
Purchase price | $ 45,996 |
Intangible assets estimated useful life | One (1) year |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of other current assets [Abstract] | |||
Receivable for Convertible loan | [1] | $ 150,000 | |
Government authorities | 20,894 | 48,335 | |
Other | 23,279 | 16,676 | |
Total | $ 194,173 | $ 65,011 | |
[1] | Such amount was collected in January 2020, see Note 8.e. for additional information. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 73,714 | $ 149,307 | $ 88,289 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Cost: | ||
Cost | $ 680,249 | $ 658,921 |
Accumulated depreciation: | 431,933 | 358,219 |
Property and equipment, net | 248,316 | 300,702 |
Equipment [Member] | ||
Cost: | ||
Cost | 594,740 | 575,432 |
Computers [Member] | ||
Cost: | ||
Cost | 34,087 | 33,122 |
Office furniture [Member] | ||
Cost: | ||
Cost | 27,961 | 26,906 |
Leasehold improvements [Member] | ||
Cost: | ||
Cost | $ 23,461 | $ 23,461 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets, Net (Details) [Line Items] | |||
Amortization expenses | $ 428,431 | $ 470,773 | $ 37,694 |
Amortization expenses next five years | 3,393,413 | $ 3,821,844 | |
Five Year Warrants [Member] | |||
Intangible Assets, Net (Details) [Line Items] | |||
Amortization expenses next five years | $ 428,431 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets, net - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Cost: | ||
Intangible assets, gross | $ 4,330,311 | $ 4,330,311 |
Accumulated amortization (the Backlog was fully amortized): | 936,898 | 508,467 |
Intangible assets, net | 3,393,413 | 3,821,844 |
Technology [Member] | ||
Cost: | ||
Intangible assets, gross | 4,284,315 | 4,284,315 |
Backlog [Member] | ||
Cost: | ||
Intangible assets, gross | $ 45,996 | $ 45,996 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Provision for professional fees | $ 573,667 | $ 603,038 |
Government authorities | 34,830 | 33,902 |
Grants received in advance | 66,339 | |
Provision for legal claims | 44,269 | 8,083 |
Other | 137,331 | 130,780 |
Total accrued expenses and other current liabilities | $ 790,097 | $ 842,142 |
Loans and Convertible Bridge _3
Loans and Convertible Bridge Financing (Details) - USD ($) | Mar. 08, 2020 | Nov. 10, 2018 | Oct. 10, 2018 | Mar. 08, 2018 | Jul. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 29, 2018 | Oct. 31, 2018 | Jan. 31, 2018 | Dec. 27, 2017 | Aug. 31, 2017 | Mar. 22, 2017 | Feb. 28, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Aug. 31, 2019 | Mar. 31, 2019 | |
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||
Expected volatility | 59.69% | 59.69% | 59.69% | 71.39% | ||||||||||||||||||
Expected life in years | 2 years | 4 years 9 months | 5 years | 4 years 36 days | ||||||||||||||||||
Fair value of warrants amounted | $ (33,382) | $ (2,280,318) | $ (491,884) | |||||||||||||||||||
Fair value of instruments aggregated | $ 500,741 | |||||||||||||||||||||
Risk free rate | 2.82% | 2.13% | 2.25% | 2.10% | ||||||||||||||||||
Fair value of warrants | $ 916,403 | 916,403 | 490,000 | |||||||||||||||||||
Management minimum forecast | 2,500,000 | |||||||||||||||||||||
Convertible loans | [1] | $ 150,000 | $ 150,000 | |||||||||||||||||||
Investments description | the Company’s valuation for purposes of all investments after January 1, 2018 shall be $2.0 million pre-money as of such date, thereby reflecting a price per share of $0.068, and (b) GTRIMG shall make loans to the Company of $100,000 per month for a period of 12 months commencing April 1, 2020, and under the same terms as the Convertible Loan Agreement, as adjusted under (a) above, or the Additional MOU Loans | |||||||||||||||||||||
Far at price per share (in Dollars per share) | $ 0.068 | $ 0.068 | ||||||||||||||||||||
Warrants amount | $ 1,413,260 | $ 1,413,260 | ||||||||||||||||||||
Convertible debt non-current | 291,474 | 291,474 | 1,809,816 | |||||||||||||||||||
CLA August 2017 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 905,555 | |||||||||||||||||||||
Warrants liabilities | 492,034 | $ 37,592 | $ 492,034 | |||||||||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||||||||||||
Expected volatility | 69.00% | 69.00% | ||||||||||||||||||||
Risk free rate | 2.16% | 2.16% | ||||||||||||||||||||
Expected life in years | 4 years 229 days | 4 years 233 days | ||||||||||||||||||||
Fair value of warrants amounted | $ 32 | 266 | ||||||||||||||||||||
Aggregate subscription amount | $ 774,400 | |||||||||||||||||||||
Net of issuance costs | $ 40,600 | |||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1 | |||||||||||||||||||||
Additional warrants (in Shares) | 22,322 | |||||||||||||||||||||
Convertible Loan Agreement [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 1,000,000 | |||||||||||||||||||||
Warrants to purchase ordinary shares (in Shares) | 1,659,971 | |||||||||||||||||||||
Warrants liabilities | $ 42,591 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Risk free rate | 2.96% | |||||||||||||||||||||
Expected life in years | 3 years 9 months | |||||||||||||||||||||
Fair value of warrants amounted | $ 11,522 | $ 66,004 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.17 | $ 0.17 | ||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||
Debt instrument, description | 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”) and 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 the Additional Loan Amount provided. | The Company determined that the $100,000 CLA received in August 2019 contained a BCF of $21,445 and recorded such BCF in the additional paid in capital in the year ended December 31, 2019. The Company also issued the investor for the entire $1,250,000 additional investments mentioned above a warrant to purchase ordinary shares for an aggregate purchase price of $3,125,000. Such convertible loans bears same terms as the CLA October 2018. | ||||||||||||||||||||
Convertible loans | 3,899,516 | $ 3,899,516 | ||||||||||||||||||||
Convertible debt non-current | 291,474 | 291,474 | ||||||||||||||||||||
CLA March 2018 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 150,000 | |||||||||||||||||||||
Loan bears an interest rate and terms, description | 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. | |||||||||||||||||||||
Warrants to purchase ordinary shares (in Shares) | 400,000 | 200,000 | ||||||||||||||||||||
Warrants liabilities | $ 82,748 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Risk free rate | 2.51% | |||||||||||||||||||||
Expected life in years | 5 years | 5 years | ||||||||||||||||||||
Fair value of warrants amounted | $ 4,314 | |||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.50 | |||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1 | |||||||||||||||||||||
Fair value ordinary share (in Dollars per share) | $ 1 | |||||||||||||||||||||
CLA May 2018 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Loan bears an interest rate and terms, description | pursuant to which the shareholders provided the Company with an 18 month 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 upon issuance date 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). | |||||||||||||||||||||
CLA November 2018 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 225,000 | |||||||||||||||||||||
Fair value of warrants amounted | $ 0.17 | |||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||
Aggregate purchase price | $ 1,125,000 | |||||||||||||||||||||
CLA December 2018 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 400,000 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Risk free rate | 2.48% | |||||||||||||||||||||
Expected life in years | 2 years | |||||||||||||||||||||
Fair value of warrants amounted | $ 180,281 | $ 107,602 | $ 151,858 | |||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||
Finders fee, description | As part of the CLA December 2018 the Company paid a finder’s fee of $40,000 and issued a five-year warrant commencing February 2019 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. | |||||||||||||||||||||
CLA January-April 2019 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 200,000 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Risk free rate | 2.11% | |||||||||||||||||||||
Expected life in years | 2 years | |||||||||||||||||||||
Fair value of warrants amounted | $ 98,377 | |||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.17 | |||||||||||||||||||||
Aggregate purchase price | $ 1,000,000 | |||||||||||||||||||||
Warrants amount | 61,541 | $ 61,541 | ||||||||||||||||||||
CLA August-December 2019 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 475,000 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 54.50% | |||||||||||||||||||||
Risk free rate | 1.60% | |||||||||||||||||||||
Expected life in years | 2 years | |||||||||||||||||||||
Fair value of warrants amounted | $ 409,668 | |||||||||||||||||||||
Interest rate | 4.00% | 4.00% | ||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.17 | $ 0.17 | ||||||||||||||||||||
Aggregate purchase price | $ 2,375,000 | |||||||||||||||||||||
Warrants amount | $ 227,998 | $ 227,998 | ||||||||||||||||||||
Ya Ii Pn Ltd [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Debt aggregate principal amount | $ 162,000 | |||||||||||||||||||||
Commitment fees | $ 12,000 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 71.00% | |||||||||||||||||||||
Risk free rate | 2.12% | |||||||||||||||||||||
Expected life in years | 4 years 80 days | |||||||||||||||||||||
Fair value of warrants amounted | $ 3 | 72 | ||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Loan bears an interest rate and terms, description | The notes mature after 14-24 months and may be converted into ordinary shares, subject to the terms of such notes. | |||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||
Debt instrument interest rate | 6.00% | 6.00% | ||||||||||||||||||||
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. | |||||||||||||||||||||
Convertible Notes | $ 98,865 | $ 98,865 | $ 59,207 | |||||||||||||||||||
Conversion of shares (in Shares) | 576,270 | 178,689 | ||||||||||||||||||||
Debt instrument, description | In June 2020, $35,145 of the convertible notes were converted into 206,735 ordinary shares and in January and February 2021, $84,758 of the convertible notes were converted into 498,578 ordinary shares. | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Investor additional amounts | 150,000 | $ 500,000 | $ 150,000 | $ 100,000 | $ 500,000 | |||||||||||||||||
Five Year Warrants [Member] | CLA August 2017 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Warrants to purchase ordinary shares (in Shares) | 33,332 | 905,555 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.20 | $ 1.20 | ||||||||||||||||||||
Additional warrants (in Shares) | 33,332 | |||||||||||||||||||||
Five Year Warrants [Member] | Ya Ii Pn Ltd [Member] | Loan Agreement [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Warrants to purchase ordinary shares (in Shares) | 50,000 | |||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.50 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Risk free rate | 2.87% | |||||||||||||||||||||
Expected life in years | 2 years | |||||||||||||||||||||
Fair value of warrants amounted | $ 79,227 | $ 50,510 | $ 78,796 | |||||||||||||||||||
Warrants amount | $ 117,209 | 117,209 | ||||||||||||||||||||
Warrant [Member] | CLA August 2017 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Fair value of warrants amounted | 22,027 | 35,802 | ||||||||||||||||||||
Warrant [Member] | CLA March 2018 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Risk free rate | 2.65% | |||||||||||||||||||||
Expected life in years | 5 years | |||||||||||||||||||||
Fair value of warrants amounted | $ 214,996 | |||||||||||||||||||||
Warrant [Member] | CLA December 2018 [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Risk free rate | 2.51% | |||||||||||||||||||||
Expected life in years | 5 years | |||||||||||||||||||||
Fair value of warrants amounted | $ 45,327 | $ 49,100 | $ 45,342 | |||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.17 | |||||||||||||||||||||
Available in our bank account | $ 1,250,000 | |||||||||||||||||||||
Convertible loans | $ 150,000 | |||||||||||||||||||||
Forecast [Member] | Investor [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Investor additional amounts | $ 2,000,000 | |||||||||||||||||||||
Forecast [Member] | Warrant [Member] | ||||||||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||||||||
Investor additional amounts | 16,748 | |||||||||||||||||||||
Aggregate purchase price | $ 83,740 | |||||||||||||||||||||
[1] | Such amount was collected in January 2020, see Note 8.e. for additional information. |
Loans and Convertible Bridge _4
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities | 12 Months Ended | |
Dec. 31, 2019USD ($) | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | $ 4,775,555 | |
Additional principal loans provided | 22,322 | |
Loans already converted | (141,211) | |
Remaining principal loans amount | 4,656,666 | |
Loans presented as of December 31, 2019 | 4,190,990 | |
CLA August 2017 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 905,555 | [1] |
Additional principal loans provided | 22,322 | [1] |
Loans already converted | (141,211) | [1] |
Remaining principal loans amount | $ 786,666 | [1] |
Converted through | 2020 | [1] |
Loans presented as of December 31, 2019 | $ 896,799 | [1] |
CLA March 2018 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 150,000 | [1] |
Additional principal loans provided | [1] | |
Loans already converted | [1] | |
Remaining principal loans amount | $ 150,000 | [1] |
Converted through | 2019 | [1] |
Loans presented as of December 31, 2019 | $ 163,406 | [1] |
CLA May 2018 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 170,000 | [1] |
Additional principal loans provided | [1] | |
Loans already converted | [1] | |
Remaining principal loans amount | $ 170,000 | [1] |
Converted through | 2019 | [1] |
Loans presented as of December 31, 2019 | $ 204,118 | [1] |
CLA October 2018 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 1,000,000 | [1] |
Additional principal loans provided | [1] | |
Loans already converted | [1] | |
Remaining principal loans amount | $ 1,000,000 | [1] |
Converted through | 2020 | [1],[2] |
Loans presented as of December 31, 2019 | $ 875,630 | [1] |
CLA November 2018 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 225,000 | [1] |
Additional principal loans provided | [1] | |
Loans already converted | [1] | |
Remaining principal loans amount | $ 225,000 | [1] |
Converted through | 2020 | [1],[2] |
Loans presented as of December 31, 2019 | $ 205,636 | [1] |
CLA December 2018 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 400,000 | [1] |
Additional principal loans provided | [1] | |
Loans already converted | [1] | |
Remaining principal loans amount | $ 400,000 | [1] |
Converted through | 2020 | [1],[2] |
Loans presented as of December 31, 2019 | $ 310,188 | [1] |
CLA January-April 2019 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 200,000 | [3] |
Additional principal loans provided | [3] | |
Loans already converted | [3] | |
Remaining principal loans amount | $ 200,000 | [3] |
Converted through | 2021 | [2],[3] |
Loans presented as of December 31, 2019 | $ 155,062 | [3] |
CLA March-December 2019 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 1,250,000 | [3] |
Additional principal loans provided | [3] | |
Loans already converted | [3] | |
Remaining principal loans amount | $ 1,250,000 | [3] |
Converted through | 2020 | [3],[4] |
Loans presented as of December 31, 2019 | $ 1,243,739 | [3] |
CLA August-December 2019 [Member] | ||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | ||
Original principal loans amounts | 475,000 | [3] |
Additional principal loans provided | [3] | |
Loans already converted | [3] | |
Remaining principal loans amount | $ 475,000 | [3] |
Converted through | 2021 | [2],[3] |
Loans presented as of December 31, 2019 | $ 136,412 | [3] |
[1] | Aggregated to $3,899,516 and presented within the current liabilities | |
[2] | Structured as a 24 month- convertible loan or less in case of a Public Offering (“PO”) event | |
[3] | Aggregated to $291,474 and presented within the non-current liabilities | |
[4] | The due date for those convertible loans is October 2020 or earlier in case of a PO event |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities (Details) | Mar. 11, 2019 | Mar. 11, 2018 | Jan. 19, 2020 | Sep. 30, 2012USD ($)$ / shares | Sep. 30, 2012EUR (€)€ / shares | Oct. 31, 2010USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019ILS (₪) | Dec. 31, 2019EUR (€)€ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2011USD ($) | Oct. 31, 2010ILS (₪) |
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Payments of royalties | $ 2,091 | $ 2,551 | $ 305 | ||||||||||
Prepaid Royalties | 1,472,856 | ||||||||||||
Research and development | $ 987,444 | 1,090,295 | 787,025 | ||||||||||
Percentage of ministry fund levels | 62.50% | 62.50% | 62.50% | ||||||||||
Research and development agreement expense | $ 731,021 | 775,643 | 404,891 | ||||||||||
Accrued royalties | $ 37,455 | ||||||||||||
Convertible bridge financing agreement amount | $ 4,775,555 | ||||||||||||
Royalties description | 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, | 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, | 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, | ||||||||||
Aggregate consideration amounts | $ 1,400,000 | ||||||||||||
Lease expiration date | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | ||||||||||
Minimum [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Aggregate consideration amounts | $ 180,000 | ||||||||||||
Convertible Bridge Financing Agreement [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Exchange rate, description | 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 ($2,314,815 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). | ||||||||||||
Accrued royalties | $ 6,791 | 4,020 | 1,558 | ||||||||||
Royalties net sales percentage | 2.00% | 2.00% | |||||||||||
Convertible bridge financing agreement amount | $ 2,314,815 | ₪ 8,000,000 | |||||||||||
Know How License Agreement [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Payments of royalties | $ 28 | € 25 | € 2,000 | ||||||||||
Exercise price | (per share) | $ 1 | € 0.89 | $ 1 | € 0.89 | |||||||||
Royalty expenses | $ 2,247 | 2,290 | 2,396 | ||||||||||
Know How License Agreement [Member] | Minimum [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Payments of royalties | 2,247 | ||||||||||||
Digiflex [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Research and development | 2,200,000 | ||||||||||||
Repayment of research and development efforts | 1,100,000 | ||||||||||||
Total contingent liability | $ 1,000,000 | ||||||||||||
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 ($3,617 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease was mutually ended on March 15, 2020. Digiflex currently leases approximately 1,200 square feet of space in Migdal Ha’Emek, Israel for its principal office and laboratory at a monthly cost of approximately NIS 5,000 ($1,447 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease agreement expires on September 14, 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 ($3,617 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease was mutually ended on March 15, 2020. Digiflex currently leases approximately 1,200 square feet of space in Migdal Ha’Emek, Israel for its principal office and laboratory at a monthly cost of approximately NIS 5,000 ($1,447 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease agreement expires on September 14, 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 ($3,617 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease was mutually ended on March 15, 2020. Digiflex currently leases approximately 1,200 square feet of space in Migdal Ha’Emek, Israel for its principal office and laboratory at a monthly cost of approximately NIS 5,000 ($1,447 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). This lease agreement expires on September 14, 2021. | ||||||||||
Nano Size [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Subsidiary received | $ 1,150,559 | ||||||||||||
Other commitments, description | The Company currently leases, 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 15,493 ($4,483 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). | The Company currently leases, 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 15,493 ($4,483 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). | The Company currently leases, 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 15,493 ($4,483 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). | ||||||||||
National Technological Innovation Authority [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Payment of royalties authority rate | 3.00% | 3.00% | 3.00% | ||||||||||
Israeli Ministry of National Infrastructures [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Payment of royalties authority rate | 5.00% | 5.00% | 5.00% | ||||||||||
Total contingent liability | $ 168,103 | ||||||||||||
Exchange rate, description | 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 ($180,063 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013), out of which the Company received NIS 585,119 ($168,574 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013) so far and do not expect to receive more, in exchange for the Company’s agreement to pay royalties of 5% plus interest as detailed in the agreement of any revenues generated from the intellectual property generated under the program. | 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 ($180,063 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013), out of which the Company received NIS 585,119 ($168,574 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013) so far and do not expect to receive more, in exchange for the Company’s agreement to pay royalties of 5% plus interest as detailed in the agreement of any revenues generated from the intellectual property generated under the program. | 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 ($180,063 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013), out of which the Company received NIS 585,119 ($168,574 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013) so far and do not expect to receive more, in exchange for the Company’s agreement to pay royalties of 5% plus interest as detailed in the agreement of any revenues generated from the intellectual property generated under the program. | ||||||||||
Research and development agreement expense | $ 180,063 | ₪ 625,000 | |||||||||||
Accrued royalties | $ 1,080 | 112 | 148 | ||||||||||
Energy and Water Resources [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Payment of royalties authority rate | 5.00% | 5.00% | 5.00% | ||||||||||
Exchange rate, description | 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 ($180,063 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013), out of which the Company received NIS 585,119 ($168,574 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013) so far and do not expect to receive more, in exchange for the Company’s agreement to pay royalties of 5% plus interest as detailed in the agreement of any revenues generated from the intellectual property generated under the program. | 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 ($180,063 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013), out of which the Company received NIS 585,119 ($168,574 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013) so far and do not expect to receive more, in exchange for the Company’s agreement to pay royalties of 5% plus interest as detailed in the agreement of any revenues generated from the intellectual property generated under the program. | 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 ($180,063 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013), out of which the Company received NIS 585,119 ($168,574 based on the exchange rate of $1.00 / NIS 3.471 in effect as of December 31, 2013) so far and do not expect to receive more, in exchange for the Company’s agreement to pay royalties of 5% plus interest as detailed in the agreement of any revenues generated from the intellectual property generated under the program. | ||||||||||
Research and development agreement expense | $ 168,574 | ₪ 585,119 | |||||||||||
Accrued royalties | $ 1,080 | $ 112 | $ 148 | ||||||||||
Eshed Consulting [Member] | Financial Management Ltd [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
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). The liability was recorded as a provision for legal claims, net of deposit associated with that litigation, within the accrued expenses and other current liabilities as of December 31, 2018 an amount of NIS 52,650 ($14,047 based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) and was fully paid by the Company during 2019. | ||||||||||||
Reinhold Cohn & Co [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Lawsuit, Description | The complaint alleges that Digiflex owes 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). such amount was paid in 2018 and 2019. | ||||||||||||
I.T.S Industrial Technologic Ltd [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
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 remaining liability was recorded within the Trade payables as of December 31, 2019 and was fully paid by the Company during 2020. | ||||||||||||
Yaskawa Europe Technology Ltd [Member] | Subsequent Event [Member] | |||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||||||||||
Lawsuit, Description | the Company settled this claim for a total of NIS 179,006 ($51,795 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), paid in 12 monthly installments commencing May 2020. The liability was recorded as a provision for legal claims within the accrued expenses and other current liabilities as of December 31, 2019. |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities (Details) - Schedule of future minimum aggregate office space commitment under non-cancelable agreements | Dec. 31, 2019USD ($) |
Schedule of future minimum aggregate office space commitment under non-cancelable agreements [Abstract] | |
2020 | $ 76,581 |
2021 | 66,092 |
2022 | 26,898 |
Total | $ 169,571 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Israeli corporate tax rate | 23.00% | 24.00% | |
Net operating losses carryforwards (in Dollars) | $ 39 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Operating loss carry forward | $ 8,963,906 | $ 8,291,967 |
Temporary differences | 186,789 | 280,126 |
Gross deferred tax assets | 9,150,695 | 8,572,093 |
Deferred tax liability | ||
Beneficial conversion feature | (99,790) | (94,858) |
Total deferred tax, net | 9,050,905 | 8,477,235 |
Valuation allowance | (9,050,905) | (8,477,235) |
Net deferred tax assets |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of reconciliation of tax benefit - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of reconciliation of tax benefit [Abstract] | |||
Loss before tax benefit | $ (3,953,005) | $ (1,972,558) | $ (2,843,905) |
Statutory tax rate | 23.00% | 23.00% | 24.00% |
Income tax benefit | $ 909,191 | $ 453,688 | $ 682,537 |
Losses and timing differences for which valuation allowance was provided, net | (478,812) | (514,287) | (457,643) |
Non-deductible expenses and other permanent differences | (332,799) | 146,315 | (159,580) |
Beneficial conversion feature | (99,790) | (94,858) | (17,057) |
Other | 2,210 | 9,142 | (48,257) |
Income tax expense recognized in profit or loss |
Share Capital (Details)
Share Capital (Details) | Oct. 10, 2018USD ($) | Jul. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Nov. 30, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Jan. 31, 2018USD ($)shares | Jan. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 27, 2017USD ($) | Feb. 28, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)₪ / shares$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 28, 2020₪ / sharesshares | Dec. 28, 2020$ / sharesshares | Dec. 31, 2019₪ / shares | Dec. 31, 2019؋ / shares | Dec. 31, 2018₪ / shares | Aug. 31, 2017shares |
Share Capital (Details) [Line Items] | ||||||||||||||||||||||
Ordinary shares, description | the Company issued 250,000 ordinary shares to one of the Company’s service providers (the first 50,000 issued shares were mentioned on section 11. above). The Company recorded an expense of $16,738 during the year ended December 31, 2019 in connection with the issuance of those restricted ordinary shares. | the Company issued 25,000 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $2,881 during the year ended December 31, 2019 in connection with the issuance of those restricted ordinary shares. | the Company issued 50,000 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $6,025 during the year ended December 31, 2019 in connection with the issuance of those restricted ordinary shares. | the Company issued 68,750 ordinary shares to one of the Company’s service providers. The company recorded an expense of $45,338 during the year ended December 31, 2018 in connection with the issuance of those ordinary shares. | 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 records the expense over the service period and recorded $63,638 as an expense for the year ended December 31, 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. | the Company issued a five-year warrant commencing August 2017 to purchase 11,111 ordinary shares to a vendor as a finders’ fee compensation at an exercise price of $1.20 per ordinary share. | The share capital as of December 31, 2019 and 2018 is composed of ordinary shares of NIS 0.01 ($0.003 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) par value | ||||||||||||||
Ordinary shares, shares authorized (in Shares) | shares | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||
Share price | (per share) | $ 0.01 | $ 0.01 | ₪ 0.01 | |||||||||||||||||||
Ordinary shares, par value (in Dollars per share) | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||||||||||||||||||||
Exchange rate per share | (per share) | $ 1 | $ 3.456 | ||||||||||||||||||||
Shares issued (in Shares) | shares | 53,333 | |||||||||||||||||||||
Share price | (per share) | $ 1.50 | ؋ 0.01 | ||||||||||||||||||||
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 ordinary share. | |||||||||||||||||||||
Aggregate net proceeds | $ 80,000 | |||||||||||||||||||||
Warrant amount | $ 5,100 | $ 205,845 | $ 26,296 | |||||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||
Expected volatility | 59.69% | 59.69% | 59.69% | 71.39% | ||||||||||||||||||
Risk free rate | 2.82% | 2.13% | 2.25% | 2.10% | ||||||||||||||||||
Expected life in years | 2 years | 4 years 9 months | 5 years | 4 years 36 days | ||||||||||||||||||
Fair value of warrants amount | $ (33,382) | $ (2,280,318) | $ (491,884) | |||||||||||||||||||
Ordinary shares (in Shares) | shares | 65,000 | 65,000 | 60,000 | 24,393,218 | 24,393,218 | 23,491,948 | 60,000 | 60,000 | ||||||||||||||
Issuance of ordinary shares (in Shares) | shares | 75,000 | 50,000 | ||||||||||||||||||||
Issuance ordinary share value | $ 50,000 | $ 75,000 | $ 110,810 | |||||||||||||||||||
Ordinary shares vested (in Shares) | shares | 37,500 | |||||||||||||||||||||
Share purchase, description | 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. | |||||||||||||||||||||
Fair value of warrants | $ 68,275 | $ 70,968 | ||||||||||||||||||||
Issuance of ordinary shares value | $ 65,000 | $ 65,000 | $ 65,842 | $ 65,842 | 63,301 | |||||||||||||||||
Future grant shares (in Shares) | shares | 1,360,898 | 1,360,898 | ||||||||||||||||||||
Total compensation cost | $ 84,186 | |||||||||||||||||||||
Weighted average period | 237 days | |||||||||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||||
Fair value of warrants | $ 1,560 | 4,626 | ||||||||||||||||||||
Digiflex [Member] | ||||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||||
Shares issued (in Shares) | shares | 6,560,471 | 6,560,471 | ||||||||||||||||||||
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 | $ 500,000 | |||||||||||||||||||||
Warrant amount | $ 165,685 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 68.59% | |||||||||||||||||||||
Risk free rate | 2.19% | |||||||||||||||||||||
Expected life in years | 4 years 335 days | |||||||||||||||||||||
Fair value of warrants amount | 96 | 944 | ||||||||||||||||||||
Issuance Of Ordinary Shares [Member] | ||||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||||
Fair value of warrants amount | 2 | 66 | ||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Expected volatility | 59.69% | |||||||||||||||||||||
Expected life in years | 2 years | |||||||||||||||||||||
Fair value of warrants amount | $ 79,227 | 50,510 | 78,796 | |||||||||||||||||||
Fair value of warrants amount | $ 4 | $ 4 | $ 18 | |||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||||
Ordinary shares, shares authorized (in Shares) | shares | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.003 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of stock option activities and related information - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of stock option activities and related information [Abstract] | ||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, Issued and outstanding | 24,393,218 | 23,491,948 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of options granted outstanding and exercise prices | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Schedule of options granted outstanding and exercise prices [Abstract] | |
Number of Options, outstanding at beginning | shares | 1,714,039 |
Weighted average exercise price, outstanding at beginning | $ / shares | $ 0.63 |
Number of Options, outstanding at ending | shares | 1,814,381 |
Weighted average exercise price, outstanding at ending | $ / shares | $ 0.58 |
Weighted average remaining contractual life (years), outstanding at ending | 6 years 240 days |
Aggregate intrinsic-value, outstanding at ending | $ | $ 24,538 |
Number of Options, Exercisable | shares | 1,209,464 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.68 |
Weighted average remaining contractual life (years), Exercisable | 5 years 262 days |
Aggregate intrinsic-value, Exercisable | $ | $ 24,538 |
Number of Options, Granted | shares | 207,500 |
Weighted average exercise price, Granted | $ / shares | $ 0.27 |
Number of Options, Options forfeited | shares | (107,158) |
Weighted average exercise price, Options forfeited | $ / shares | $ 0.88 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Outstanding, Number of options | 1,814,381 | 1,714,039 |
Exercisable, Number of options | 1,209,464 | |
lower than $0.01 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Outstanding, Number of options | 230,425 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 146 days | |
Exercisable, Number of options | 230,425 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 146 days | |
Exercise Price 0.03 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.03 | |
Outstanding, Number of options | 19,597 | |
Outstanding, Weighted average remaining contractual life (years) | 5 years 292 days | |
Exercisable, Number of options | 19,597 | |
Exercisable, Weighted average remaining contractual life (years) | 5 years 292 days | |
Exercise Price 0.27 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.27 | |
Outstanding, Number of options | 809,000 | |
Outstanding, Weighted average remaining contractual life (years) | 8 years 219 days | |
Exercisable, Number of options | 291,125 | |
Exercisable, Weighted average remaining contractual life (years) | 8 years 146 days | |
Exercise Price 0.34 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.34 | |
Outstanding, Number of options | 8,020 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 328 days | |
Exercisable, Number of options | 8,020 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 328 days | |
Exercise Price 0.45 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.45 | |
Outstanding, Number of options | 63,097 | |
Outstanding, Weighted average remaining contractual life (years) | 255 days | |
Exercisable, Number of options | 63,097 | |
Exercisable, Weighted average remaining contractual life (years) | 255 days | |
Exercise Price 0.92 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.92 | |
Outstanding, Number of options | 650,424 | |
Outstanding, Weighted average remaining contractual life (years) | 6 years 73 days | |
Exercisable, Number of options | 563,382 | |
Exercisable, Weighted average remaining contractual life (years) | 6 years | |
Exercise Price 4.72 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 4.72 | |
Outstanding, Number of options | 1,068 | |
Outstanding, Weighted average remaining contractual life (years) | 2 years 73 days | |
Exercisable, Number of options | 1,068 | |
Exercisable, Weighted average remaining contractual life (years) | 2 years 73 days | |
Exercise Price 5.05 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 5.05 | |
Outstanding, Number of options | 2,769 | |
Outstanding, Weighted average remaining contractual life (years) | 2 years 73 days | |
Exercisable, Number of options | 2,769 | |
Exercisable, Weighted average remaining contractual life (years) | 2 years 73 days | |
Exercise Price 5.73 [Member] | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers of the Comp [Line Items] | ||
Exercise price (in Dollars per share) | $ 5.73 | |
Outstanding, Number of options | 29,981 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 292 days | |
Exercisable, Number of options | 29,981 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 292 days |
Share Capital (Details) - Sch_4
Share Capital (Details) - Schedule of stock based compensation - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | $ 109,613 | $ 153,990 | $ 136,134 |
Research And Development [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | 16,295 | 36,723 | 17,956 |
Sales and Marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | 7,209 | 14,837 | 9,747 |
General and Administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | $ 86,109 | $ 102,430 | $ 108,431 |
Share Capital (Details) - Sch_5
Share Capital (Details) - Schedule of outstanding warrants | 12 Months Ended | |
Dec. 31, 2019USD ($)$ / shares | ||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | ||
Outstanding | $ | $ 1,413,260 | |
Exercise price | $ / shares | $ 0.27 | |
Warrant [Member] | ||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | ||
Outstanding | $ | $ 117,209 | |
Outstanding | 2009 | |
Exercise price | $ / shares | [1] | |
Exercisable through | Exit event | |
Warrant One [Member] | ||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | ||
Outstanding | $ | $ 59,384 | |
Outstanding | 2013 | |
Exercise price | $ / shares | $ 0.92 | |
Exercisable through | 2023 | |
Warrant Two [Member] | ||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | ||
Outstanding | $ | $ 600,000 | |
Outstanding | 2018 | |
Exercise price | $ / shares | $ 0.50 | |
Exercisable through | 2023 | |
Warrant Three [Member] | ||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | ||
Outstanding | $ | $ 170,000 | |
Outstanding | 2018 | |
Exercise price | $ / shares | $ 0.50 | |
Exercisable through | 2023 | |
Warrant Four [Member] | ||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | ||
Outstanding | $ | $ 466,667 | |
Outstanding | 2018 | |
Exercise price | $ / shares | $ 0.50 | |
Exercisable through | 2023 | |
[1] | Represents an amount lower than $0.01 |
Warrants Presented at Fair Va_3
Warrants Presented at Fair Value (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Fair Value Disclosures [Abstract] | |
Exercise price (in Dollars per share) | $ / shares | $ 0.01 |
Fair value within current liabilities | $ 158,112 |
Fair value within non-current liabilities | $ 1,346,000 |
Warrants Presented at Fair Va_4
Warrants Presented at Fair Value (Details) - Schedule of outstanding warrants classified as a liability | 12 Months Ended | |
Dec. 31, 2019$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 107,729,058 | [1] |
Exercise price (in Dollars per share) | $ / shares | $ 0.01 | |
Fair value | 1,504,112 | |
Outstanding Warrants One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 120,000 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.92 | [2] |
Issuance year | 2014 | |
Exercisable through | [3] | |
Fair value | 6 | |
Outstanding Warrants Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 296,813 | |
Exercise price (in Dollars per share) | $ / shares | $ 1.50 | |
Issuance year | 2015 | |
Exercisable through | 2020 | |
Fair value | ||
Outstanding Warrants Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 374,001 | |
Exercise price (in Dollars per share) | $ / shares | $ 1.50 | |
Issuance year | 2016 | |
Exercisable through | 2021 | |
Fair value | 2 | |
Outstanding Warrants Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 905,555 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 22,027 | |
Outstanding Warrants Five [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 333,333 | |
Exercise price (in Dollars per share) | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 96 | |
Outstanding Warrants Six [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 53,333 | |
Exercise price (in Dollars per share) | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 2 | |
Outstanding Warrants Seven [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 50,000 | |
Exercise price (in Dollars per share) | $ / shares | $ 1.50 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 3 | |
Outstanding Warrants Eight [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 33,332 | |
Exercise price (in Dollars per share) | $ / shares | $ 1.20 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 16 | |
Outstanding Warrants Nine [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 33,332 | |
Exercise price (in Dollars per share) | $ / shares | $ 1 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 16 | |
Outstanding Warrants Ten [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 675,926 | |
Exercise price (in Dollars per share) | $ / shares | [4] | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 68,275 | |
Outstanding Warrants Eleven [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 11,111 | |
Exercise price (in Dollars per share) | $ / shares | $ 1.20 | |
Issuance year | 2017 | |
Exercisable through | 2022 | |
Fair value | 4 | |
Outstanding Warrants Twelve [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 300,000 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.50 | |
Issuance year | 2018 | |
Exercisable through | 2023 | |
Fair value | 1,560 | |
Outstanding Warrants Thirteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,659,971 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | |
Issuance year | 2018 | |
Exercisable through | 2022 | |
Fair value | 11,522 | |
Outstanding Warrants Fourteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 29,411,765 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | [5] |
Issuance year | 2018 | |
Exercisable through | 2021(******) | [6] |
Fair value | 420,386 | |
Outstanding Warrants Fifteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 15,441,177 | |
Exercise price (in Dollars per share) | $ / shares | [3] | |
Issuance year | (****) | [3] |
Exercisable through | (****) | [3] |
Fair value | 220,704 | |
Outstanding Warrants Sixteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 6,617,647 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | [5] |
Issuance year | 2018 | |
Exercisable through | 2020(*******) | [7] |
Fair value | 50,510 | |
Outstanding Warrants Seventeen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 11,764,706 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | [5] |
Issuance year | 2018 | |
Exercisable through | 2020(*******) | [7] |
Fair value | 107,602 | |
Outstanding Warrants Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,411,765 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | [5] |
Issuance year | 2019 | |
Exercisable through | 2024 | |
Fair value | 49,100 | |
Outstanding Warrants Nineteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 5,882,352 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | [5] |
Issuance year | 2019 | |
Exercisable through | 2021(*******) | [7] |
Fair value | 61,541 | |
Outstanding Warrants Twenty [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 18,382,352 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | [5] |
Issuance year | 2019 | |
Exercisable through | 2021(******) | [6] |
Fair value | 262,742 | |
Outstanding Warrants Twenty One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 13,970,587 | |
Exercise price (in Dollars per share) | $ / shares | $ 0.17 | [5] |
Issuance year | 2019 | |
Exercisable through | 2021(*******) | [7] |
Fair value | 227,998 | |
[1] | Contains warrants presented at fair value within current liabilities of $158,112 and within non-current liabilities of $1,346,000. | |
[2] | Subject to changes as describe in the agreement. | |
[3] | Since the actual number of warrants cannot be determined as of December 31, 2019, the outstanding amounts were calculated based on an exercise price of $0.17, which results in the maximum potential amount of warrants. | |
[4] | Less than $0.01. | |
[5] | Subject to a mechanism described in the agreement but not less than $0.17, therefore, the outstanding amounts were calculated based on an exercise price of $0.17, which results in the maximum potential amount of warrants. | |
[6] | Two years from the registration statement or a PO, the earlier | |
[7] | Two years or a PO, the earlier. |
Related Parties (Details)
Related Parties (Details) | May 15, 2018 | Sep. 09, 2009USD ($) | Sep. 09, 2009ILS (₪) | Dec. 31, 2019 |
Related Parties (Details) [Line Items] | ||||
Percentge of acquisition | 50.00% | |||
Description of 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. | |||
Percentage of ordinary shares owned | 20.00% | |||
Chief Executive Officer [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Description of service 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 entitled to a monthly consultancy fee in the amount of NIS 51,750 ($14,974 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax and car allowance in the amount of NIS 2,500 ($723 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax per month plus reimbursement for fuel expenses and tolls. The consultancy monthly fee shall be updated to NIS 65,000 ($18,807 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax per month, if the Company will secure an additional investment of $1,000,000 (such update commenced in April 2019). Dr. de la Vega may terminate the DBG Services Agreement at any time for any reason upon a three (3) months’ prior written notice. If the Company 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 (6) months’ prior written notice. | 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 entitled to a monthly consultancy fee in the amount of NIS 51,750 ($14,974 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax and car allowance in the amount of NIS 2,500 ($723 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax per month plus reimbursement for fuel expenses and tolls. The consultancy monthly fee shall be updated to NIS 65,000 ($18,807 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus value added tax per month, if the Company will secure an additional investment of $1,000,000 (such update commenced in April 2019). Dr. de la Vega may terminate the DBG Services Agreement at any time for any reason upon a three (3) months’ prior written notice. If the Company 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 (6) months’ prior written notice. | ||
Description of compensation executive | 1. An annual cash bonus in an amount equivalent to up to four (4) 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. 2. 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. 3. 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) 2.0% 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. | |||
RINC Green Ltd [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Description of consultancy agreement | 1. A one-time payment in the amount of $25,000 (plus value added tax) upon an equity investment exceeding $500,000 by an investor that was introduced to the Company by Mr. Zeevi; 2. $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 ($0.003 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019); 3. 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 4. An equity based award to be granted upon of an Exit Event, in accordance with the following calculation:(i) 0.4% of the Company’s share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than US $30,000,000 but less than US $50,000,000 or (ii) 1.0% of the Company’s share capital on a fully diluted basis, if the Company’s pre-money valuation shall be equal to or higher than US $50,000,000. | |||
Consultancy Fee [Member] | Chief Executive Officer [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Related part exchange rate value | $ | $ 14,974 | |||
Consultancy Fee [Member] | Dr. de la Vega [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Related part exchange rate value | ₪ | ₪ 51,750 |
Financial Expenses (Income), _3
Financial Expenses (Income), Net (Details) - Schedule of financial expenses (income), net - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Financial (income): | |||
Change in fair value of warrants and capital note presented at fair value | $ (33,382) | $ (2,280,318) | $ (491,884) |
Foreign exchange income, net | (95,659) | ||
Financial expenses: | |||
Interest and accretion back in connection with convertible loans. | 950,292 | 1,019,402 | 282,015 |
Foreign exchange loss, net | 107,902 | 127,328 | |
Other | 17,546 | 146,091 | 18,763 |
Financial expenses (income), net | $ 1,042,358 | $ (1,210,484) | $ (63,778) |
Additional Information to the_3
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | $ 478,520 | $ 460,739 | $ 88,691 |
Israel [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 272,668 | 228,966 | 28,058 |
United States [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 139,016 | 141,542 | 21,105 |
Germany [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 9,876 | 6,342 | 5,169 |
Holland [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 11,113 | 2,341 | 7,082 |
Austria [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 2,170 | 4,115 | 633 |
France [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 947 | 782 | |
Other States [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | $ 43,677 | $ 76,486 | $ 25,862 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 07, 2020 | Mar. 31, 2021 | Jun. 22, 2020 | Dec. 31, 2019 | Jul. 31, 2020 |
Subsequent Events (Details) [Line Items] | |||||
Subsequent events, description | July 26, 2020 the Company consummated the acquisition of 100% of the shares of Jet CU, a company that was incorporated in Israel in May 2014 and was inactive on the purchase date since its operational assets were sold few years before. The main balance sheet items as of the purchase date were cash and liability to the Authority of approximately $0.8 million and approximately $1.0 million, respectively. The Company issued 2,000,000 ordinary shares and warrants to purchase 8,000,000 ordinary shares, at an exercise price of $0.26 per share as a consideration for the purchase. The warrants exercisable until the date which is the earlier of (i) 24 months as of the purchase date or (ii) Merger/Acquisition transaction or an IPO | ||||
Principal amount (in Dollars) | $ 4,775,555 | ||||
January 2019 through December 2020 [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Increase in the percentage of raw materials | 50.00% | ||||
Board of Directors [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Stock option (in Shares) | 15,607,995 | ||||
Stock option increase (in Shares) | 18,783,274 | ||||
Stock option granted | $ 13,739,570 | ||||
Stock option vested | minus 3 years | ||||
Exercise price | $ 0.068 | ||||
Forecast [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Stock option granted | $ 939,164 | ||||
Stock option vested | minus 3 years | ||||
Exercise price | $ 0.068 | ||||
Principal amount (in Dollars) | $ 415,000 | ||||
Convertible loans (in Dollars) | 230,000 | ||||
Purchase price (in Dollars) | $ 1,625,000 | ||||
Conversion price | $ 0.17 | ||||
Forecast [Member] | Israeli [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Interest rate | 4.00% | ||||
Forecast [Member] | One Investor [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Convertible loan amount (in Dollars) | $ 16,748 |