Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
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 | 26,986,203 |
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, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 333-206723 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 8 Hamasger Street |
Entity Address, City or Town | Migdal Ha’Emek |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 2310102 |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 8 Hamasger Street |
Entity Address, City or Town | Migdal Ha’Emek |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 2310102 |
Contact Personnel Name | Ran Eisenberg |
City Area Code | 972 |
Local Phone Number | 4.654.6881 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 31,327 | $ 34,382 |
Restricted cash | 15,915 | |
Accounts receivable, net | 199,367 | 86,494 |
Other current assets | 90,109 | 194,173 |
Inventory, net | 85,243 | 102,782 |
Total current assets | 406,046 | 433,746 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 144,865 | 248,316 |
Intangible asset, net | 2,964,979 | 3,393,413 |
Goodwill | 3,026,036 | 3,026,036 |
Total non-current assets | 6,135,880 | 6,667,765 |
Total assets | 6,541,926 | 7,101,511 |
CURRENT LIABILITIES: | ||
Short term bank credit | 55,845 | 92,230 |
Short-term loans | 14,489 | |
Trade payables | 612,129 | 783,592 |
Employees and payroll accruals | 750,872 | 680,290 |
Accrued expenses and other current liabilities | 1,923,434 | 790,097 |
Convertible loans | 6,567,411 | 3,899,516 |
Warrants presented at fair value | 7,343,894 | 158,112 |
Total current liabilities | 17,253,585 | 6,418,326 |
NON-CURRENT LIABILITIES: | ||
Capital note | 40,000 | 40,000 |
Convertible loans | 291,474 | |
Warrants presented at fair value | 1,364,106 | 1,346,000 |
Israel National Authority for Technology and Innovation | 755,980 | |
Total non-current liabilities | 2,160,086 | 1,677,474 |
Total liabilities | 19,413,671 | 8,095,800 |
SHAREHOLDERS’ DEFICIT: | ||
Ordinary shares of NIS 0.01 par value - Authorized: 1,200,000,000 and 200,000,000 as of December 31, 2020 and 2019, respectively; Issued and outstanding: 26,986,203 and 24,393,218 ordinary shares as of December 31, 2020 and 2019, respectively | 73,403 | 65,842 |
Additional paid in capital | 20,732,834 | 19,951,632 |
Treasury stocks | (122,482) | |
Accumulated deficit | (33,555,500) | (21,011,763) |
Total shareholders’ deficit | (12,871,745) | (994,289) |
Total liabilities and shareholders’ deficit | $ 6,541,926 | $ 7,101,511 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Dec. 31, 2020₪ / sharesshares | Dec. 31, 2019₪ / sharesshares |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in New Shekels per share) | (per share) | ₪ 0.01 | ₪ 0.01 |
Ordinary shares, shares authorized | 1,200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 26,986,203 | 24,393,218 |
Ordinary shares, shares outstanding | 26,986,203 | 24,393,218 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenues | $ 761,319 | $ 478,520 | $ 460,739 |
Cost of revenues | 307,713 | 236,493 | 388,265 |
Amortization of intangible assets | 428,434 | 428,431 | 470,773 |
Gross loss (income) | (25,172) | 186,404 | 398,299 |
Operating expenses: | |||
Research and development | 926,697 | 987,444 | 1,090,295 |
Less - research and development grants | (525,838) | (256,423) | (314,652) |
Research and development, net | 400,859 | 731,021 | 775,643 |
Sales and marketing | 673,986 | 673,983 | 550,008 |
General and administrative | 1,414,370 | 1,319,239 | 1,297,711 |
Goodwill impairment | 265,089 | 161,381 | |
Total operating expenses | 2,754,304 | 2,724,243 | 2,784,743 |
Operating loss | 2,729,132 | 2,910,647 | 3,183,042 |
Financial expenses (income), net | 9,814,605 | 1,042,358 | (1,210,484) |
Net loss | $ 12,543,737 | $ 3,953,005 | $ 1,972,558 |
Net loss per ordinary share: | |||
Basic and diluted net loss per ordinary share (in Dollars per share) | $ 0.49 | $ 0.16 | $ 0.09 |
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share (in Shares) | 25,581,000 | 24,071,186 | 23,142,850 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) | Ordinary shares | Additional paid-in Capital | Treasury stocks | Accumulated deficit | Total |
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 | ||||
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 | ||||
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 | ||||
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 | ||||
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 | ||||
Beneficial conversion feature related to convertible loans | 21,445 | 21,445 | |||
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 | ||||
Issuance of ordinary shares in connection with conversion of convertible loans | $ 1,111 | 64,634 | 65,745 | ||
Issuance of ordinary shares in connection with conversion of convertible loans (in Shares) | 386,735 | ||||
Issuance of ordinary shares in connection with Professional service rendered | $ 602 | 33,443 | 34,045 | ||
Issuance of ordinary shares in connection with Professional service rendered (in Shares) | 206,250 | ||||
Issuance of Ordinary Shares as a consideration for the Jet CU purchase | $ 5,848 | 218,352 | 224,200 | ||
Issuance of Ordinary Shares as a consideration for the Jet CU purchase (in Shares) | 2,000,000 | ||||
Treasury stocks | (122,482) | (122,482) | |||
Stock based compensation | 464,773 | 464,773 | |||
Net loss | (12,543,737) | (12,543,737) | |||
Balance at Dec. 31, 2020 | $ 73,403 | $ 20,732,834 | $ (122,482) | $ (33,555,500) | $ (12,871,745) |
Balance (in Shares) at Dec. 31, 2020 | 26,986,203 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (12,543,737) | $ (3,953,005) | $ (1,972,558) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 63,095 | 73,714 | 149,307 |
Amortization | 428,434 | 428,431 | 470,773 |
Warrants issued in exchange of services | 119,779 | ||
Financial expenses in connection with convertible loans | 2,597,476 | 950,292 | 1,019,402 |
Share-based compensation | 464,773 | 109,613 | 153,990 |
Restricted shares issued for services | 34,045 | 25,644 | 221,476 |
Goodwill impairment | 265,089 | 161,381 | |
Capital loss | 43,216 | ||
Change in operating assets and liabilities: | |||
Change in accounts receivable | (112,873) | 114,282 | (119,431) |
Change in other current assets | 156,041 | 20,838 | (9,713) |
Change in inventories | 17,539 | (49,438) | 47,539 |
Change in trade payables | (171,463) | 64,901 | (296,783) |
Change in employees and payroll accruals | 70,582 | 321,017 | (73,872) |
Change in accrued expenses and other current liabilities | 882,589 | (52,045) | (183,019) |
Change in fair value of warrants and capital note | 7,011,437 | (33,382) | (2,280,318) |
Net cash used in operating activities | (793,757) | (1,979,138) | (2,592,047) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Net cash acquired in acquisition of Jet CU (see also Note 3) | 811,773 | ||
Purchase of property and equipment | (2,860) | (11,906) | (18,237) |
Net cash provided by (used in) investing activities | 808,913 | (11,906) | (18,237) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from convertible loans, net of issuance costs | 16,748 | 1,775,000 | 1,898,130 |
Proceeds from issuance of ordinary shares, net of issuance costs | 567,615 | ||
Proceeds from stock options exercise | 994 | ||
Change in in short term bank credit | (36,385) | 92,230 | (64,900) |
Repayment of the promissory note principal | (25,510) | ||
Proceeds (repayment) of short-tern bank loan | (14,489) | 14,489 | (72,108) |
Net cash provided by (used in) financing activities | (34,126) | 1,881,719 | 2,304,221 |
Decrease in cash and cash equivalents and restricted cash | (18,970) | (109,325) | (306,063) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT THE BEGINNING OF THE YEAR | 50,297 | 159,622 | 465,685 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE YEAR | 31,327 | 50,297 | 159,622 |
SUPPLEMENTAL INFORMATION AND DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | |||
Issuance of ordinary shares and warrants in connection with acquisition (see also Note 3) | 411,781 | ||
Receivable for Convertible loan (See also Note 4) | 150,000 | ||
Conversion of convertible loans including interest to ordinary shares | 65,745 | 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 | 31,327 | 34,382 | 144,948 |
Restricted cash | 15,915 | 14,674 | |
Total | $ 31,327 | $ 50,297 | $ 159,622 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
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 three fully owned Israeli subsidiaries: Nano Size Ltd. (“Nano Size”), Digiflex Ltd. (“Digiflex”) and JETCU PCB Ltd (“Jet CU) and Digiflex fully owned US subsidiary Digiflex Inc (“Inc”) 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 Jet CU on July 26, 2020. The Company, Nano Size, Digiflex, Inc and Jet CU are jointly defined as the “Group”. b. Since its inception, the Group has incurred operating losses and has used cash in its operations. During the year ended December 31, 2020, the Group used cash in operating activities of approximately $0.8 million, incurred a net loss of approximately $12.5 million and had a total accumulated deficit of approximately $33.6 million as of December 31, 2020. 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. c. 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) has increased by almost 50% from January 2019 through December 2020. Other raw materials prices have also increased. 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 COVID-19 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 COVID-19 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 and capital note. 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, 2020, 2019 and 2018. 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 quantitative 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. 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 and onwards, 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 and 2020, 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. As a result of the Jet CU purchase on July 26, 2020, the Company recorded a goodwill impairment of $265,089, refer to Note 3 for additional information. h. Intangible assets: Intangible assets and their useful lives are as follows: Estimated 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, 2020, 2019 and 2018. i. Revenue Recognition: Effective January 1, 2020, the Group adopted a new accounting standard related to the recognition of revenue in contracts with customers. The Group did not have any material cumulative-effect adjustment as a result of the adoption of ASC 606. In addition, the adoption of ASC 606 did not have any material impact on the Group consolidated financial statement line items in the year of adoption. The Group determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer. ● Determination of the transaction price. ● Determination of the transaction price. ● Allocation of the transaction price to the performance obligations in the contract. ● Recognition of revenue when, or as, the Group satisfies a performance obligation. As a general point, the Group applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Group assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Group then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 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, 2020 2019 2018 Dividend yield 0 % 0 % 0 % Expected volatility 80 % 60 % 60 % Risk-free interest 0.36%-1.62 % 2.33%-2.71 % 2.15%-2.91 % Expected life (in years) 5 4.15-7.00 3.50-4.37 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, 2020 and 2019. 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, 2020, 2019 and 2018 amounted to $59,087, $64,080 and $64,261, 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, 2020: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 8,708,000 $ 8,708,000 Capital note - - 40,000 40,000 Total financial liabilities - - $ 8,748,000 $ 8,748,000 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 $ 1,544,112 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, 2018 $ 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 Fair value of warrants issued 192,451 Changes in Fair value of warrants and capital note 7,011,437 Balance as of December 31, 2020 $ 8,748,000 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 as of December 31, 2020 aggregated to 18,783,274, 97,197,968 and 28,543,378, respectively, were excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect. r. 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. s. Leases: The Group adopted the new accounting standard ASC 842 “Leases” and all the related amendments on January 1, 2020 and used the effective date as The Group’s date of initial application. The Group determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Group classifies the lease as a finance lease. Otherwise, The Group classifies the lease as an operating lease. When determining lease classification, The Group’s approach in assessing two of the mentioned criteria: (i) generally, 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally, 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. The Group engaged in a short period lease with relatively low rent expenses and as a result did not apply this guidance. t. Recently issued accounting standards: Which were Adopted: 1. 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. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. ASU 2014-09 permits the use of either a retrospective or cumulative effect transition method. The Group adopted ASU 2014-09 along with the related additional ASUs on Topic 606 (collectively, “ASC 606”) on January 1, 2020, using the modified retrospective transition method. Contracts that are substantially completed were excluded from the transition adjustment. The Group has reviewed all of its contracts with customers and has implemented the required process, data, and system changes to comply with the requirements of ASC 606. The Group did not have any material cumulative-effect adjustment as a result of the adoption of ASC 606. In addition, the adoption of ASC 606 did not have any material impact on the Group consolidated financial statement line items in the year of adoption. 2. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financial or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018. The Group adopted this guidance commencing January 1, 2020. Not yet adopted in the current year: 3. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. 4. Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 3:- ACQUISITION 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. The purchase price (as mentioned above) aggregated to $411,781 as follows: $224,200 attributed to the 2,000,000 issued, based on the stock price as of July 26, 2020 and $187,581 to the 8,000,000 warrants (the Company used the following assumptions: 0% dividend yield, 80.0% expected volatility, 0.14% risk free rate and 2 expected life in years) issued, such warrants were classified as liability at the issuance date. Their fair value as of December 31, 2020 aggregated to $691,473. The allocation of the purchase price to assets acquired and liabilities assumed is as follows: Cash and cash equivalents $ 811,773 Prepaid expenses and other current assets 1,977 Balance with the Company (*) 50,000 Investment in the Company’s shares (**) 122,482 CLA provided to the Company (*) 167,188 Liability to National Technological Innovation Authority (1,006,605 ) Accrued expenses and other current liabilities (123 ) Goodwill (***) 265,089 Total purchase price $ 411,781 (*) Such amount was eliminated at the consolidated level. (**) Such amount was recorded as Treasury stock within the Consolidated statements of shareholders’ equity (deficit). (***) Such amount was impaired following the purchase date since Jet CU has no activity and was recorded within the Consolidated statements of comprehensive loss. During 2021, the Company issued additional 5,428,572 Ordinary Shares to Jet CU former shareholders as an additional consideration as a consequence of certain anti-dilution protection previously accorded. Refer to Note 16.d. for additional information. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4:- OTHER CURRENT ASSETS December 31, 2020 2019 Receivable for Convertible loan* $ — $ 150,000 Government authorities 54,977 20,894 Other 35,132 23,279 $ 90,109 $ 194,173 * Such amount was collected in January 2020, see Note 8.c. for additional information. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5:- PROPERTY AND EQUIPMENT, NET December 31, 2020 2019 Cost: Equipment $ 433,271 $ 594,740 Computers 1,825 34,087 Office furniture 10,362 27,961 Leasehold improvements 23,461 23,461 468,919 680,249 Accumulated depreciation: 324,054 431,933 Property and equipment, net $ 144,865 $ 248,316 Depreciation expenses for the years ended December 31, 2020, 2019 and 2018 were $63,095, $73,714 and $149,307, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 6:- INTANGIBLE ASSETS, NET December 31, 2020 2019 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): 1,365,332 936,898 Intangible assets, net $ 2,964,979 $ 3,393,413 Amortization expenses for the years ended December 31, 2020, 2019 and 2018 were $428,434, $428,431 and $470,773, respectively. The amortization for each of the next five (5) years should be $428,434. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 7:- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2020 2019 Provision for professional fees $ 582,811 $ 573,667 Government authorities* 395,512 34,830 Grants received in advance 808,856 — Provision for legal claims 47,588 44,269 Other 88,667 137,331 $ 1,923,434 $ 790,097 * Such amount contains primarily liability to Israel National Authority for Technology and Innovation (“NATI”). See Note 3 for additional information. Please also note that the majority of the liability towards NATI is presented in a separate line item within the non-current liabilities according to the related settlement. |
Loans and Convertible Bridge Fi
Loans and Convertible Bridge Financing | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Bridge Financing Disclosure [Abstract] | |
LOANS AND CONVERTIBLE BRIDGE FINANCING | NOTE 8:- LOANS AND CONVERTIBLE BRIDGE FINANCING a. 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, 2020 and 2019, the fair value of the warrants amounted to $970 and $32, 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, 2020 and 2019, the fair value of the warrants amounted to $108,090 and $22,027, 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 2020 and 2019, $65,745 and $98,865 of the convertible notes were converted into 386,735 and 576,270 ordinary shares, respectively. 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 c. 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, 2020 and 2019, the fair value of the warrants amounted to $199,083 and $11,522, 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 was in default under this agreement. b. 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 was in default under this agreement. c. 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. In July 2020, this investor invested additional $16,748 on the account of the Additional Loan Amount (“CLA July 2020”) 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 October 2018. The CLA October 2018, CLA March-December 2019 and CLA July 2020 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 was 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, 2020 and 2019, the fair value of all the warrants amounted to $5,577,077 and $903,832, respectively. d. 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, the fair value of the warrants amounted to $50,510 and were forfeited during 2020. 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 was in default under this agreement. e. 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, the fair value of the warrants amounted to $107,602 and were forfeited during 2020. 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, 2020 and 2019, the fair value of the warrants amounted to $204,242 and $49,100, 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 was in default under this agreement. f. 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). As of December 31, 2020 and 2019, the fair value of the warrants amounted to $430,469 and $61,541, respectively. 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 was in default under those agreements. g. 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). As of December 31, 2020 and 2019, the fair value of the warrants amounted to $1,334,255 and $227,998, respectively. h. 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. NOTE 8:- LOANS AND CONVERTIBLE BRIDGE FINANCING (Cont.) The Company’s CLA’s presented as part of its current liabilities as of December 31, 2020 as follows: Type of CLA Original Additional principal Loans Remaining Converted Loans CLA August 2017(*) $ 905,555 $ 22,322 $ (201,811 ) $ 726,066 2020 $ 1,230,038 Refer to Note 8.a. CLA May 2018(*) 170,000 - - 170,000 2019 218,875 Refer to Note 8.b. CLA October 2018(*) 1,000,000 - - 1,000,000 2020 (**) 1591,030 Refer to Note 8.c. CLA November 2018(*) 225,000 - - 225,000 2020 (**) 356,718 Refer to Note 8.d. CLA December 2018(*) 400,000 - - 400,000 2020 (**) 629,647 Refer to Note 8.e. CLA January-April 2019 200,000 - - 200,000 2021 (**) 215,752 Refer to Note 8.f. CLA March-December 2019(*) 1,250,000 - - 1,250,000 2020 (***) 1,932,525 Refer to Note 8.c. CLA August-December 2019 475,000 - - 475,000 2021 (**) 368,559 Refer to Note 8.g. CLA July 2020(*) 16,748 - - 16,748 2020 (**) 24,267 Refer to Note 8.c. $ 4,642,303, $ 22,322 $ (201,811 ) $ 4,462,814 $ 6,567,411 (*) Those CLA's were not repaid on time and therefore were in default as of December 31, 2020. Due to such default, the Company presented those CLA's in their fair value. (**) 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. 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 Remaining Converted Loans CLA August 2017(*) $ 905,555 $ 22,322 $ (141,211 ) $ 786,666 2020 $ 896,799 Refer to Note 8.a. CLA March 2018(*) 150,000 - - 150,000 2019 163,406 CLA May 2018(*) 170,000 - - 170,000 2019 204,118 Refer to Note 8.b. CLA October 2018(*) 1,000,000 - - 1,000,000 2020 (***) 875,630 Refer to Note 8.c. CLA November 2018(*) 225,000 - - 225,000 2020 (***) 205,636 Refer to Note 8.d. CLA December 2018(*) 400,000 - - 400,000 2020 (***) 310,188 Refer to Note 8.e. CLA January-April 2019(**) 200,000 - - 200,000 2021 (***) 155,062 Refer to Note 8.f. CLA March-December 2019(**) 1,250,000 - - 1,250,000 2020 (****) 1,243,739 Refer to Note 8.c. CLA August-December 2019(**) 475,000 - - 475,000 2021 (***) 136,412 Refer to Note 8.g. $ 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, 2020 | |
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 2020, 2019 and 2018, the Company paid royalties to the Authority in the amount of $10,067, $2,091 and $2,551, respectively. The total grants received by the Company and Nano Size as of December 31, 2020 aggregated to $1,445,622. The Company’s total contingent liability (including interest) as of December 31, 2020 with respect to royalty-bearing participation received, net of royalties paid, amounted to $1,930,769. As of December 31, 2020 and 2019, 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 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 remaining liability (after additional payments) was reduced to approximately $1.0 million and recorded in Jet CU, see Note 3 for additional information. 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, 2020. During the years ended December 31, 2020, 2019 and 2018, the Company accrued royalties in the amount of $395, $1,203 and $112, respectively. As of December 31, 2020, the aggregate contingent liability to the Israeli Ministry of National Infrastructures, Energy and Water Resources amounted to NIS 579,271 ($180,178 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). 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 ($2,488,335 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). During the years ended December 31, 2020, 2019 and 2018, the Company accrued royalties in the amount of $12,991, $6,791 and $4,020, 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 offset against future royalty payments which will be payable by the Company from sales of products and services. The accrued royalties as of December 31, 2020 aggregated to $59,155 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 ($30 based on the exchange rate of $1.00 / €0.82 in effect as of December 31, 2020) per kilogram of the ingredients not manufactured by IKTS. In addition, as of December 31, 2020, the Company is obligated to pay IKTS a minimum annual royalty of €2,000 ($2,453 based on the exchange rate of $1.00 / €0.82 in effect as of December 31, 2020) deductible against royalties. During the year ended December 31, 2020, 2019 and 2018, the Company recorded royalty expenses in the amount of $2,453, $2,247 and $2,290, 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 ($55,678 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) including Value Added Tax (“VAT”) but failed to pay such settlement due to financial difficulties. As such, the liability is still recorded as a provision for legal claims within the accrued expenses and other current liabilities as of December 31, 2020. c. Lease commitments: 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 ($4,818 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). 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 ($1,555 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). This lease agreement expires on March 14, 2023. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 10:- TAXES ON INCOME a. Corporate Tax rates: The Israeli corporate tax rate applicable to the Company, Nano Size and Digiflex commencing 2018 and thereafter is 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, 2020, the Company and its Israeli subsidiaries have accumulated losses for tax purposes in the amount of $42.3 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, 2020, 2019 and 2018, 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, 2014 are considered final. e. Deferred taxes on income: Significant components of the Company’s deferred tax assets are as follows: December 31, 2020 2019 Deferred tax assets Operating loss carry forward $ 9,730,590 $ 8,963,906 Temporary differences 136,070 186,789 9,866,660 9,150,695 Deferred tax liability Beneficial conversion feature (99,790 ) (99,790 ) Total deferred tax, net 9,766,870 9,050,905 Valuation allowance (9,766,870 ) (9,050,905 ) Net deferred tax assets $ — $ — The net change in the total valuation allowance for the year ended December 31, 2020 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, 2020 2019 2018 Loss before tax benefit $ (12,543,737 ) $ (3,953,005 ) $ (1,972,558 ) Statutory tax rate 23 % 23 % 23 % Income tax benefit 2,885,060 909,191 453,688 Effect of: Losses and timing differences for which valuation allowance was provided, net (329,578 ) (478,812 ) (514,287 ) Non-deductible expenses and other permanent differences (2,526,808 ) (332,799 ) 146,315 Beneficial conversion feature - (99,790 ) (94,858 ) Other (28,674 ) 2,210 9,142 Income tax expense recognized in profit or loss $ — $ — $ — |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE CAPITAL | NOTE 11:- SHARE CAPITAL a. Ordinary shares: The share capital as of December 31, 2020 and 2019 is composed of ordinary shares of NIS 0.01 ($0.003 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) par value as follows: Number of ordinary Number of ordinary Authorized Issued and outstanding Authorized Issued and outstanding December 31, December 31, Ordinary shares 1,200,000,000 26,986,203 200,000,000 24,393,218 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 3.215 in effect as of December 31, 2020) par value. b. Issuance of ordinary shares: 1. 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, 2020 and 2019, the fair value of the warrants amounted to $143 and $4, respectively. 2. 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. 3. 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. 4. 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. On July 26, 2020, 266,666 of those warrants were forfeited as a result of the Jet CU purchase (since they were held by Jet CU prior to the purchase). 5. 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. 6. 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 5. 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. 7. 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. 8. 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. 9. In February 2020 the Company issued 6,250 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $625 during the year ended December 31, 2020 in connection with the issuance of those restricted ordinary shares. 10. During 2020 the Company issued 386,735 ordinary shares in connection with conversion of convertible loans, refer to Note 8.a. for additional information. 11. In July 2020 the Company issued 200,000 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $33,420 during the year ended December 31, 2020 in connection with the issuance of those restricted ordinary shares. 12. During 2020 the Company issued 2,000,000 ordinary shares in connection with the Jet CU purchase, refer to Note 3 for additional information. 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. 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. 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. The total number of ordinary shares available for future grants as of December 31, 2020 was 2,463,488. A summary of the Company’s stock option activities and related information for the year ended December 31, 2020, is as follows: Number of options Weighted average exercise Weighted average remaining contractual life (years) Aggregate intrinsic-value Outstanding as of January 1, 2020 1,814,381 $ 0.58 Granted 14,678,734 0.07 Options forfeited (173,329 ) $ 0.74 Outstanding as of December 31, 2020 16,319,786 $ 0.12 5.79 $ 2,581,719 Exercisable as of December 31, 2020 5,913,492 $ 0.14 5.40 $ 844,712 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 Weighted average remaining contractual life (years) 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, 2020 have been classified into exercise prices as follows: Outstanding Exercisable Exercise price Number of Weighted average remaining contractual life (years) Number of Weighted average remaining contractual life (years) (* ) 230,425 - 230,425 - $ 0.03 19,288 3.8 19,288 3.8 0.07 14,678,734 6.0 4,579,857 6.0 0.27 809,000 5.0 506,917 4.9 0.34 8,020 2.9 8,020 2.9 0.92 540,501 3.4 535,168 3.4 4.72 1,068 1.2 1,068 1.2 5.05 2,769 1.2 2,769 1.2 $ 5.73 29,981 2.8 29,981 2.8 16,319,786 5,913,492 (*) Represents an amount lower than $0.01. As of December 31, 2020, the total compensation cost related to options granted to employees, consultants and service providers, not yet recognized, amounted to $825,044 and is expected to be recognized over a weighted average period of 1.01 years. 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 Weighted average remaining contractual life (years) Number of 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, 2020 2019 2018 Research and Development $ 167,328 $ 16,295 $ 36,723 Sales and Marketing 48,671 7,209 14,837 General and Administrative 248,774 86,109 102,430 $ 464,773 $ 109,613 $ 153,990 f. The Company’s outstanding warrants classified as equity The Company’s outstanding warrants classified as equity as of December 31, 2020 are as follows: Outstanding Issuance Exercise Exercisable through 117,209 2009 $ (* ) Exit event (**) 59,384 2013 0.92 2023 (**) 170,000 2018 0.50 2023 Refer to Note 8.b. 200,001 2018 $ 0.50 2023 Refer to Note 11.b.4. 546,594 (*) Represents an amount lower than $0.01 (**) Issued in connection with the 2013 and 2009 arrangements 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 170,000 2018 0.50 2023 Refer to Note 8.b. 466,667 2018 $ 0.50 2023 Refer to Note 11.b.4. 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, 2020 | |
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, 2020 are as follows: Outstanding Exercise Issuance Exercisable through Fair value 120,000 $ 0.92 (*) 2014 (**** ) $ 2,002 (******) 374,001 1.50 2016 2021 91 (******) 905,555 0.17 2017 2022 108,090 Refer to Note 8.a. 436,666 1.50 2017 2022 4,266 (******) 33,332 1.20 2017 2022 485 Refer to Note 8.a. 33,332 1.00 2017 2022 485 Refer to Note 8.a. 675,926 (** ) 2017 2022 155,839 (******) 11,111 1.20 2017 2022 143 Refer to Note 11.b.1. 1,659,971 0.17 2018 2022 199,083 Refer to Note 8.a. 29,411,765 0.17 2018 2021 (*****) 2,598,037 Refer to Note 8.c. 15,096,365 (*** ) (*** ) (*** ) 1,333,511 Refer to Note 8.c. 1,411,765 0.17 2019 2024 204,242 Refer to Note 8.e. 5,882,352 0.17 2019 2021 430,469 Refer to Note 8.f. 18,382,352 0.17 2019 2021 (*****) 1,623,773 Refer to Note 8.c. 13,970,587 0.17 2019 2021 1,334,255 Refer to Note 8.g. 246,294 0.17 2020 2021 (*****) 21,756 Refer to Note 8.c. 8,000,000 $ 0.26 2020 2022 $ 691,473 Refer to Note 3 96,651,374 $ 8,708,000 (*******) (*) Subject to changes as describe in the agreement. (**) Less than $0.01. (***) Since the actual number of warrants cannot be determined as of December 31, 2020, 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. (******) Issued in connection with the 2014 through 2017 financing rounds. (*******) Contains warrants presented at fair value within current liabilities of $7,343,894 and within non-current liabilities of $1,364,106. 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 8.a. 333,333 1.50 2017 2022 96 53,333 1.50 2017 2022 2 50,000 1.50 2017 2022 3 33,332 1.20 2017 2022 16 Refer to Note 8.a. 33,332 1.00 2017 2022 16 Refer to Note 8.a. 675,926 (**) 2017 2022 68,275 11,111 1.20 2017 2022 4 Refer to Note 11.b.1. 300,000 0.50 2018 2023 1,560 1,659,971 0.17 2018 2022 11,522 Refer to Note 8.a. 29,411,765 0.17(***) 2018 2021(******) 420,386 Refer to Note 8.c. 15,441,177 (****) (****) (****) 220,704 Refer to Note 8.c. 6,617,647 0.17(***) 2018 2020(*******) 50,510 11,764,706 0.17(***) 2018 2020(*******) 107,602 1,411,765 0.17(***) 2019 2024 49,100 Refer to Note 8.e. 5,882,352 0.17(***) 2019 2021(*******) 61,541 Refer to Note 8.f. 18,382,352 0.17(***) 2019 2021(******) 262,742 Refer to Note 8.c. 13,970,587 $ 0.17(***) 2019 2021(*******) $ 227,998 Refer to Note 8.g. 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, 2020 | |
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 ($16,096 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT and car allowance in the amount of NIS 2,500 ($777 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT per month plus reimbursement for fuel expenses and tolls. The consultancy monthly fee shall be updated to NIS 65,000 ($20,217 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT per month, if the Company will secure an additional investment of $1,000,000 (such update commenced in April 2019). The liability towards DBG as of December 31, 2020 and 2019 aggregated to NIS 1,092,000 ($339,657 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT and NIS 728,489 ($210,789 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus VAT, respectively and recorded as part of the Employees and payroll accruals line item within the current liabilities. 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. To date, the Company did not pay or record any bonus to DBG. In June 2021 the Company engaged with a new chief executive officer and as a result Dr. de la Vega role was changed to chief technology officer commencing that date. 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 VAT 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 VAT. 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 VAT) 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 VAT) 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 3.215 in effect as of December 31, 2020); 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. To date, the Company did not pay or record any bonus to RINC Green. Ram Zeevi is the son of Gadi Zeevi, who beneficially owns more than 20% of our ordinary shares. c. Refer to note 8.c. for additional related party transactions. |
Financial Expenses (Income), Ne
Financial Expenses (Income), Net | 12 Months Ended |
Dec. 31, 2020 | |
Financial Expenses (Income), Net [Abstract] | |
FINANCIAL EXPENSES (INCOME), NET | NOTE 14:- FINANCIAL EXPENSES (INCOME), NET Year ended December 31, 2020 2019 2018 Financial (income): Change in fair value of warrants and capital note presented at fair value $ - $ (33,382 ) $ (2,280,318 ) Foreign exchange income, net - - (95,659 ) Financial expenses: Change in fair value of warrants and capital note presented at fair value 7,011,437 - - Interest and accretion back in connection with convertible loans 2,597,476 950,292 1,019,402 Foreign exchange loss, net 175,877 107,902 - Other 29,815 17,546 146,091 $ 9,814,605 $ 1,042,358 $ (1,210,484 ) |
Additional Information to the S
Additional Information to the Statements of Operations | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Israel $ 281,174 $ 272,668 $ 228,966 United states 264,739 139,016 141,542 Spain 106,376 - - Germany 55,131 9,876 6,342 Holland 9,676 11,113 2,341 Austria 4,775 2,170 4,115 Other 39,448 43,677 77,433 $ 761,319 $ 478,520 $ 460,739 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16:- SUBSEQUENT EVENTS a. In January and February 2021 few of the CLA August 2017 notes were converted, see Note 8.a. for additional information. b. 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 only $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. c. On June 1, 2021, the Company granted 2,003,436 options to its new Chief Executive Officer with three (3) years vesting and an exercise price of $0.17 per share. Such exercise price was modified to $0.07 on April 28, 2022. d. In the As of the date of this report, the Company and seven (7) existing Company shareholders entered into definitive agreements relating to a private placement (the “Private Placement”) of the Company’s Ordinary Shares for aggregate gross proceeds to the Company of $2,850,000. The Company anticipates receiving an additional $150,000 from this round of the Private Placement from these investors subject to completion of the subscription procedures. The Company issued an aggregate of 40,068,888 Ordinary Shares in respect of the definitive agreements mentioned above as well as an additional 5,428,572 Ordinary Shares to certain of the investing Company shareholders as a consequence of certain anti-dilution protection previously accorded to such shareholders The Private Placement offering is continuing in an effort to raise additional capital on the same terms as described herein. In addition, as of the date of this report, the Company entered into agreements with the holders of approximately $4,010,429 in principal amount and accrued interest of CLAs for the conversion of the Company’s indebtedness into an aggregate of 57,291,838 Ordinary Shares. Furthermore therewith, all the warrants that were issued previously in connection with those CLAs were cancelled and no longer have any force or effect. As part of the $3.0 million investment described above, the Company agreed to the request of certain of the Private Placement investors to nominate three members to the Company’s board of directors (the “Company Board”). The Company Board is currently comprised of six sitting directors and one vacancy. Upon the appointment of the three new directors, Ran Eisenberg, the Company Chief executive officer and Dr. Astorre Modena, a Company director, have agreed to resign from the Company Board. The Board is currently interviewing the director nominees |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 and capital note. 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, 2020, 2019 and 2018. |
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 quantitative 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. 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 and onwards, 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 and 2020, 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. As a result of the Jet CU purchase on July 26, 2020, the Company recorded a goodwill impairment of $265,089, refer to Note 3 for additional information. |
Intangible assets | h. Intangible assets: Intangible assets and their useful lives are as follows: Estimated 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, 2020, 2019 and 2018. |
Revenue Recognition | i. Revenue Recognition: Effective January 1, 2020, the Group adopted a new accounting standard related to the recognition of revenue in contracts with customers. The Group did not have any material cumulative-effect adjustment as a result of the adoption of ASC 606. In addition, the adoption of ASC 606 did not have any material impact on the Group consolidated financial statement line items in the year of adoption. The Group determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer. ● Determination of the transaction price. ● Determination of the transaction price. ● Allocation of the transaction price to the performance obligations in the contract. ● Recognition of revenue when, or as, the Group satisfies a performance obligation. As a general point, the Group applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Group assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Group then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. |
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, 2020 2019 2018 Dividend yield 0 % 0 % 0 % Expected volatility 80 % 60 % 60 % Risk-free interest 0.36%-1.62 % 2.33%-2.71 % 2.15%-2.91 % Expected life (in years) 5 4.15-7.00 3.50-4.37 |
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, 2020 and 2019. 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, 2020, 2019 and 2018 amounted to $59,087, $64,080 and $64,261, 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, 2020: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 8,708,000 $ 8,708,000 Capital note - - 40,000 40,000 Total financial liabilities - - $ 8,748,000 $ 8,748,000 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 $ 1,544,112 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, 2018 $ 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 Fair value of warrants issued 192,451 Changes in Fair value of warrants and capital note 7,011,437 Balance as of December 31, 2020 $ 8,748,000 |
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 as of December 31, 2020 aggregated to 18,783,274, 97,197,968 and 28,543,378, respectively, were excluded from the calculations of diluted loss per ordinary share, since it would have an anti-dilutive effect. |
Contingencies | r. 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. |
Leases | s. Leases: The Group adopted the new accounting standard ASC 842 “Leases” and all the related amendments on January 1, 2020 and used the effective date as The Group’s date of initial application. The Group determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Group classifies the lease as a finance lease. Otherwise, The Group classifies the lease as an operating lease. When determining lease classification, The Group’s approach in assessing two of the mentioned criteria: (i) generally, 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally, 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. The Group engaged in a short period lease with relatively low rent expenses and as a result did not apply this guidance. |
Recently issued accounting standards | t. Recently issued accounting standards: Which were Adopted: 1. 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. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. ASU 2014-09 permits the use of either a retrospective or cumulative effect transition method. The Group adopted ASU 2014-09 along with the related additional ASUs on Topic 606 (collectively, “ASC 606”) on January 1, 2020, using the modified retrospective transition method. Contracts that are substantially completed were excluded from the transition adjustment. The Group has reviewed all of its contracts with customers and has implemented the required process, data, and system changes to comply with the requirements of ASC 606. The Group did not have any material cumulative-effect adjustment as a result of the adoption of ASC 606. In addition, the adoption of ASC 606 did not have any material impact on the Group consolidated financial statement line items in the year of adoption. 2. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financial or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018. The Group adopted this guidance commencing January 1, 2020. Not yet adopted in the current year: 3. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. 4. Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 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, 2020 2019 2018 Dividend yield 0 % 0 % 0 % Expected volatility 80 % 60 % 60 % Risk-free interest 0.36%-1.62 % 2.33%-2.71 % 2.15%-2.91 % Expected life (in years) 5 4.15-7.00 3.50-4.37 |
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 - - $ 8,708,000 $ 8,708,000 Capital note - - 40,000 40,000 Total financial liabilities - - $ 8,748,000 $ 8,748,000 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 $ 1,544,112 |
Schedule of liabilities measured at fair value on a recurring basis | Level 3 Balance as of January 1, 2018 $ 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 Fair value of warrants issued 192,451 Changes in Fair value of warrants and capital note 7,011,437 Balance as of December 31, 2020 $ 8,748,000 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of purchase price to assets acquired and liabilities | Cash and cash equivalents $ 811,773 Prepaid expenses and other current assets 1,977 Balance with the Company (*) 50,000 Investment in the Company’s shares (**) 122,482 CLA provided to the Company (*) 167,188 Liability to National Technological Innovation Authority (1,006,605 ) Accrued expenses and other current liabilities (123 ) Goodwill (***) 265,089 Total purchase price $ 411,781 (*) Such amount was eliminated at the consolidated level. (**) Such amount was recorded as Treasury stock within the Consolidated statements of shareholders’ equity (deficit). (***) Such amount was impaired following the purchase date since Jet CU has no activity and was recorded within the Consolidated statements of comprehensive loss. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | December 31, 2020 2019 Receivable for Convertible loan* $ — $ 150,000 Government authorities 54,977 20,894 Other 35,132 23,279 $ 90,109 $ 194,173 * Such amount was collected in January 2020, see Note 8.c. for additional information. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment, net | December 31, 2020 2019 Cost: Equipment $ 433,271 $ 594,740 Computers 1,825 34,087 Office furniture 10,362 27,961 Leasehold improvements 23,461 23,461 468,919 680,249 Accumulated depreciation: 324,054 431,933 Property and equipment, net $ 144,865 $ 248,316 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | December 31, 2020 2019 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): 1,365,332 936,898 Intangible assets, net $ 2,964,979 $ 3,393,413 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, 2020 2019 Provision for professional fees $ 582,811 $ 573,667 Government authorities* 395,512 34,830 Grants received in advance 808,856 — Provision for legal claims 47,588 44,269 Other 88,667 137,331 $ 1,923,434 $ 790,097 * Such amount contains primarily liability to Israel National Authority for Technology and Innovation (“NATI”). See Note 3 for additional information. Please also note that the majority of the liability towards NATI is presented in a separate line item within the non-current liabilities according to the related settlement. |
Loans and Convertible Bridge _2
Loans and Convertible Bridge Financing (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Bridge Financing Disclosure [Abstract] | |
Schedule of current and non-current liabilities | Type of CLA Original Additional principal Loans Remaining Converted Loans CLA August 2017(*) $ 905,555 $ 22,322 $ (201,811 ) $ 726,066 2020 $ 1,230,038 Refer to Note 8.a. CLA May 2018(*) 170,000 - - 170,000 2019 218,875 Refer to Note 8.b. CLA October 2018(*) 1,000,000 - - 1,000,000 2020 (**) 1591,030 Refer to Note 8.c. CLA November 2018(*) 225,000 - - 225,000 2020 (**) 356,718 Refer to Note 8.d. CLA December 2018(*) 400,000 - - 400,000 2020 (**) 629,647 Refer to Note 8.e. CLA January-April 2019 200,000 - - 200,000 2021 (**) 215,752 Refer to Note 8.f. CLA March-December 2019(*) 1,250,000 - - 1,250,000 2020 (***) 1,932,525 Refer to Note 8.c. CLA August-December 2019 475,000 - - 475,000 2021 (**) 368,559 Refer to Note 8.g. CLA July 2020(*) 16,748 - - 16,748 2020 (**) 24,267 Refer to Note 8.c. $ 4,642,303, $ 22,322 $ (201,811 ) $ 4,462,814 $ 6,567,411 (*) Those CLA's were not repaid on time and therefore were in default as of December 31, 2020. Due to such default, the Company presented those CLA's in their fair value. (**) 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. Type of CLA Original Additional principal Loans Remaining Converted Loans CLA August 2017(*) $ 905,555 $ 22,322 $ (141,211 ) $ 786,666 2020 $ 896,799 Refer to Note 8.a. CLA March 2018(*) 150,000 - - 150,000 2019 163,406 CLA May 2018(*) 170,000 - - 170,000 2019 204,118 Refer to Note 8.b. CLA October 2018(*) 1,000,000 - - 1,000,000 2020 (***) 875,630 Refer to Note 8.c. CLA November 2018(*) 225,000 - - 225,000 2020 (***) 205,636 Refer to Note 8.d. CLA December 2018(*) 400,000 - - 400,000 2020 (***) 310,188 Refer to Note 8.e. CLA January-April 2019(**) 200,000 - - 200,000 2021 (***) 155,062 Refer to Note 8.f. CLA March-December 2019(**) 1,250,000 - - 1,250,000 2020 (****) 1,243,739 Refer to Note 8.c. CLA August-December 2019(**) 475,000 - - 475,000 2021 (***) 136,412 Refer to Note 8.g. $ 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 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, 2020 2019 Deferred tax assets Operating loss carry forward $ 9,730,590 $ 8,963,906 Temporary differences 136,070 186,789 9,866,660 9,150,695 Deferred tax liability Beneficial conversion feature (99,790 ) (99,790 ) Total deferred tax, net 9,766,870 9,050,905 Valuation allowance (9,766,870 ) (9,050,905 ) Net deferred tax assets $ — $ — |
Schedule of reconciliation of tax benefit | Year ended December 31, 2020 2019 2018 Loss before tax benefit $ (12,543,737 ) $ (3,953,005 ) $ (1,972,558 ) Statutory tax rate 23 % 23 % 23 % Income tax benefit 2,885,060 909,191 453,688 Effect of: Losses and timing differences for which valuation allowance was provided, net (329,578 ) (478,812 ) (514,287 ) Non-deductible expenses and other permanent differences (2,526,808 ) (332,799 ) 146,315 Beneficial conversion feature - (99,790 ) (94,858 ) Other (28,674 ) 2,210 9,142 Income tax expense recognized in profit or loss $ — $ — $ — |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of options granted outstanding and exercise prices | Number of ordinary Number of ordinary Authorized Issued and outstanding Authorized Issued and outstanding December 31, December 31, Ordinary shares 1,200,000,000 26,986,203 200,000,000 24,393,218 |
Schedule of options granted outstanding and exercise prices | Number of options Weighted average exercise Weighted average remaining contractual life (years) Aggregate intrinsic-value Outstanding as of January 1, 2020 1,814,381 $ 0.58 Granted 14,678,734 0.07 Options forfeited (173,329 ) $ 0.74 Outstanding as of December 31, 2020 16,319,786 $ 0.12 5.79 $ 2,581,719 Exercisable as of December 31, 2020 5,913,492 $ 0.14 5.40 $ 844,712 Number of options Weighted average exercise Weighted average remaining contractual life (years) 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 Weighted average remaining contractual life (years) Number of Weighted average remaining contractual life (years) (* ) 230,425 - 230,425 - $ 0.03 19,288 3.8 19,288 3.8 0.07 14,678,734 6.0 4,579,857 6.0 0.27 809,000 5.0 506,917 4.9 0.34 8,020 2.9 8,020 2.9 0.92 540,501 3.4 535,168 3.4 4.72 1,068 1.2 1,068 1.2 5.05 2,769 1.2 2,769 1.2 $ 5.73 29,981 2.8 29,981 2.8 16,319,786 5,913,492 Outstanding Exercisable Exercise price Number of Weighted average remaining contractual life (years) Number of 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 |
Schedule of stock based compensation | Year Ended December 31, 2020 2019 2018 Research and Development $ 167,328 $ 16,295 $ 36,723 Sales and Marketing 48,671 7,209 14,837 General and Administrative 248,774 86,109 102,430 $ 464,773 $ 109,613 $ 153,990 |
Schedule of outstanding warrants | Outstanding Issuance Exercise Exercisable through 117,209 2009 $ (* ) Exit event (**) 59,384 2013 0.92 2023 (**) 170,000 2018 0.50 2023 Refer to Note 8.b. 200,001 2018 $ 0.50 2023 Refer to Note 11.b.4. 546,594 Outstanding Issuance year Exercise price Exercisable through 117,209 2009 $ (* ) Exit event (**) 59,384 2013 0.92 2023 (**) 600,000 2018 0.50 2023 170,000 2018 0.50 2023 Refer to Note 8.b. 466,667 2018 $ 0.50 2023 Refer to Note 11.b.4. 1,413,260 |
Warrants Presented at Fair Va_2
Warrants Presented at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of outstanding warrants classified as a liability | Outstanding Exercise Issuance Exercisable through Fair value 120,000 $ 0.92 (*) 2014 (**** ) $ 2,002 (******) 374,001 1.50 2016 2021 91 (******) 905,555 0.17 2017 2022 108,090 Refer to Note 8.a. 436,666 1.50 2017 2022 4,266 (******) 33,332 1.20 2017 2022 485 Refer to Note 8.a. 33,332 1.00 2017 2022 485 Refer to Note 8.a. 675,926 (** ) 2017 2022 155,839 (******) 11,111 1.20 2017 2022 143 Refer to Note 11.b.1. 1,659,971 0.17 2018 2022 199,083 Refer to Note 8.a. 29,411,765 0.17 2018 2021 (*****) 2,598,037 Refer to Note 8.c. 15,096,365 (*** ) (*** ) (*** ) 1,333,511 Refer to Note 8.c. 1,411,765 0.17 2019 2024 204,242 Refer to Note 8.e. 5,882,352 0.17 2019 2021 430,469 Refer to Note 8.f. 18,382,352 0.17 2019 2021 (*****) 1,623,773 Refer to Note 8.c. 13,970,587 0.17 2019 2021 1,334,255 Refer to Note 8.g. 246,294 0.17 2020 2021 (*****) 21,756 Refer to Note 8.c. 8,000,000 $ 0.26 2020 2022 $ 691,473 Refer to Note 3 96,651,374 $ 8,708,000 (*******) (*) Subject to changes as describe in the agreement. (**) Less than $0.01. (***) Since the actual number of warrants cannot be determined as of December 31, 2020, 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. (******) Issued in connection with the 2014 through 2017 financing rounds. (*******) Contains warrants presented at fair value within current liabilities of $7,343,894 and within non-current liabilities of $1,364,106. 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 8.a. 333,333 1.50 2017 2022 96 53,333 1.50 2017 2022 2 50,000 1.50 2017 2022 3 33,332 1.20 2017 2022 16 Refer to Note 8.a. 33,332 1.00 2017 2022 16 Refer to Note 8.a. 675,926 (**) 2017 2022 68,275 11,111 1.20 2017 2022 4 Refer to Note 11.b.1. 300,000 0.50 2018 2023 1,560 1,659,971 0.17 2018 2022 11,522 Refer to Note 8.a. 29,411,765 0.17(***) 2018 2021(******) 420,386 Refer to Note 8.c. 15,441,177 (****) (****) (****) 220,704 Refer to Note 8.c. 6,617,647 0.17(***) 2018 2020(*******) 50,510 11,764,706 0.17(***) 2018 2020(*******) 107,602 1,411,765 0.17(***) 2019 2024 49,100 Refer to Note 8.e. 5,882,352 0.17(***) 2019 2021(*******) 61,541 Refer to Note 8.f. 18,382,352 0.17(***) 2019 2021(******) 262,742 Refer to Note 8.c. 13,970,587 $ 0.17(***) 2019 2021(*******) $ 227,998 Refer to Note 8.g. 107,729,058 $ 1,504,112 (*********) |
Financial Expenses (Income), _2
Financial Expenses (Income), Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Expenses (Income), Net [Abstract] | |
Schedule of financial expenses (income), net | Year ended December 31, 2020 2019 2018 Financial (income): Change in fair value of warrants and capital note presented at fair value $ - $ (33,382 ) $ (2,280,318 ) Foreign exchange income, net - - (95,659 ) Financial expenses: Change in fair value of warrants and capital note presented at fair value 7,011,437 - - Interest and accretion back in connection with convertible loans 2,597,476 950,292 1,019,402 Foreign exchange loss, net 175,877 107,902 - Other 29,815 17,546 146,091 $ 9,814,605 $ 1,042,358 $ (1,210,484 ) |
Additional Information to the_2
Additional Information to the Statements of Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Additional Information To Statements Of Operations [Abstract] | |
Schedule of revenues in financial statements | Year ended December 31, 2020 2019 2018 Israel $ 281,174 $ 272,668 $ 228,966 United states 264,739 139,016 141,542 Spain 106,376 - - Germany 55,131 9,876 6,342 Holland 9,676 11,113 2,341 Austria 4,775 2,170 4,115 Other 39,448 43,677 77,433 $ 761,319 $ 478,520 $ 460,739 |
General (Details)
General (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Net cash used in operating activities | $ 0.8 |
Net loss | 12.5 |
Accumulated deficit | $ (33.6) |
Company raw material | 50.00% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 26, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||
Goodwill Impairment charge | $ 265,089 | $ 161,381 | ||
Income tax benefit, percentage | 50.00% | |||
Severance pay, percentage | 8.33% | |||
Severance expenses | $ 59,087 | $ 64,080 | $ 64,261 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property and equipment, net of accumulated depreciation | 12 Months Ended | |
Dec. 31, 2020 | ||
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, 2020 | |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 80.00% | 60.00% | 60.00% |
Expected life (in years) | 5 years | ||
Minimum [Member] | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Risk-free interest | 0.36% | 2.33% | 2.15% |
Expected life (in years) | 4 years 1 month 24 days | 3 years 6 months | |
Maximum [Member] | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Risk-free interest | 1.62% | 2.71% | 2.91% |
Expected life (in years) | 7 years | 4 years 4 months 13 days |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of fair value on recurring basis - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Details) - Schedule of fair value on recurring basis [Line Items] | ||
Warrants | $ 8,708,000 | $ 1,504,112 |
Capital note | 40,000 | 40,000 |
Total financial liabilities | 8,748,000 | 1,544,112 |
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 | 8,708,000 | 1,504,112 |
Capital note | 40,000 | 40,000 |
Total financial liabilities | $ 8,748,000 | $ 1,544,112 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of liabilities measured at fair value on a recurring basis - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 1,544,112 | $ 977,025 | $ 2,093,036 |
Fair value of warrants issued | 192,451 | 600,469 | 1,044,528 |
Fair value of warrants granted for services | 119,779 | ||
Changes in Fair value of warrants and capital note | 7,011,437 | (33,382) | (2,280,318) |
Ending Balance | $ 8,748,000 | $ 1,544,112 | $ 977,025 |
Acquisition (Details)
Acquisition (Details) - USD ($) | Jan. 31, 2018 | Jul. 26, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Acquisition (Details) [Line Items] | ||||
Shares issued | 2,000,000 | |||
Exercise price | $ 0.01 | |||
Purchase price | $ 411,781 | |||
Shares issued value | $ 224,200 | |||
Stock price | $ 187,581 | |||
Dividend yield percentage | 0.00% | 0.00% | ||
Expected volatility rate | 59.69% | 80.00% | ||
Risk free interest rate | 2.13% | 0.14% | ||
Fair value warrant amount | $ 691,473 | |||
Ordinary Shares [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Shares issued | 2,000,000 | |||
Warrant [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Shares issued | 8,000,000 | 8,000,000 | ||
Exercise price | $ 0.26 | |||
Dividend yield percentage | 0.00% | |||
Expected volatility rate | 59.69% | |||
Jet CU former [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Additional ordinary shares | 5,428,572 | |||
Digiflex Inc [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Percentage of acquisition two wholly-owned subsidiaries | 100.00% | |||
Digiflex Former Shareholders and Option Holders [Member] | ||||
Acquisition (Details) [Line Items] | ||||
Percentage of ownership shareholders | 0.80% | |||
Approximately amount | $ 1,000,000 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of purchase price to assets acquired and liabilities | Dec. 31, 2020USD ($) | |
Schedule of purchase price to assets acquired and liabilities [Abstract] | ||
Cash and cash equivalents | $ 811,773 | |
Prepaid expenses and other current assets | 1,977 | |
Balance with the Company | 50,000 | [1] |
Investment in the Company’s shares | 122,482 | [2] |
CLA provided to the Company | 167,188 | [1] |
Liability to National Technological Innovation Authority | (1,006,605) | |
Accrued expenses and other current liabilities | (123) | |
Goodwill | 265,089 | [3] |
Total purchase price | $ 411,781 | |
[1] | Such amount was eliminated at the consolidated level. | |
[2] | Such amount was recorded as Treasury stock within the Consolidated statements of shareholders’ equity (deficit). | |
[3] | Such amount was impaired following the purchase date since Jet CU has no activity and was recorded within the Consolidated statements of comprehensive loss. |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of other current assets [Abstract] | |||
Receivable for Convertible loan | [1] | $ 150,000 | |
Government authorities | 54,977 | 20,894 | |
Other | 35,132 | 23,279 | |
Total | $ 90,109 | $ 194,173 | |
[1] | Such amount was collected in January 2020, see Note 8.c. for additional information. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment, Net [Abstract] | |||
Depreciation expenses | $ 63,095 | $ 73,714 | $ 149,307 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cost: | ||
Cost | $ 468,919 | $ 680,249 |
Accumulated depreciation: | 324,054 | 431,933 |
Property and equipment, net | 144,865 | 248,316 |
Equipment [Member] | ||
Cost: | ||
Cost | 433,271 | 594,740 |
Computers [Member] | ||
Cost: | ||
Cost | 1,825 | 34,087 |
Office furniture [Member] | ||
Cost: | ||
Cost | 10,362 | 27,961 |
Leasehold improvements [Member] | ||
Cost: | ||
Cost | $ 23,461 | $ 23,461 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expenses | $ 428,434 | $ 428,431 | $ 470,773 |
Amortization next five years | $ 428,434 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets, net - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cost: | ||
Intangible assets, gross | $ 4,330,311 | $ 4,330,311 |
Accumulated amortization (the Backlog was fully amortized) | 1,365,332 | 936,898 |
Intangible assets, net | 2,964,979 | 3,393,413 |
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, 2020 | Dec. 31, 2019 | |
Schedule of accrued expenses and other current liabilities [Abstract] | |||
Provision for professional fees | $ 582,811 | $ 573,667 | |
Government authorities | [1] | 395,512 | 34,830 |
Grants received in advance | 808,856 | ||
Provision for legal claims | 47,588 | 44,269 | |
Other | 88,667 | 137,331 | |
Total accrued expenses and other current liabilities | $ 1,923,434 | $ 790,097 | |
[1] | Such amount contains primarily liability to Israel National Authority for Technology and Innovation (“NATI”). See Note 3 for additional information. Please also note that the majority of the liability towards NATI is presented in a separate line item within the non-current liabilities according to the related settlement. |
Loans and Convertible Bridge _3
Loans and Convertible Bridge Financing (Details) - USD ($) | Nov. 10, 2018 | Oct. 10, 2018 | Mar. 08, 2018 | Jan. 31, 2018 | Jul. 31, 2020 | Dec. 31, 2019 | Dec. 29, 2018 | Aug. 31, 2017 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Aug. 31, 2019 | Mar. 31, 2019 | |
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Percentage of dividend yield | 0.00% | 0.00% | ||||||||||||||
Expected volatility | 59.69% | 80.00% | ||||||||||||||
Expected life in years | 4 years 9 months | |||||||||||||||
Fair value of warrants amounted | $ 7,011,437 | $ (33,382) | $ (2,280,318) | |||||||||||||
Risk free rate | 2.13% | 0.14% | ||||||||||||||
Convertible loans | [1] | $ 150,000 | 150,000 | |||||||||||||
Convertible debt non-current | 291,474 | 291,474 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Percentage of 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 | ||||||||||||||
CLA August 2017 [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Debt aggregate principal amount | $ 905,555 | |||||||||||||||
Aggregate subscription amount | 774,400 | |||||||||||||||
Net of issuance costs | $ 40,600 | |||||||||||||||
Warrants to purchase ordinary shares (in Shares) | 1,659,971 | |||||||||||||||
Exercise price (in Dollars per share) | $ 1 | $ 0.17 | ||||||||||||||
Warrants liabilities | $ 37,592 | $ 492,034 | ||||||||||||||
Percentage of 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 7 months 17 days | 4 years 7 months 20 days | ||||||||||||||
Fair value of warrants amounted | $ 970 | $ 32 | ||||||||||||||
Additional warrants (in Shares) | 22,322 | |||||||||||||||
CLA August 2017 [Member] | Five Year Warrants [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) | $ 1.2 | $ 1.2 | ||||||||||||||
Purchase of ordinary shares (in Shares) | 33,332 | |||||||||||||||
CLA August 2017 [Member] | Warrant [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Fair value of warrants amounted | $ 108,090 | $ 22,027 | ||||||||||||||
Convertible Loan Agreement [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Warrants liabilities | $ 42,591 | |||||||||||||||
Percentage of 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 | $ 199,083 | 11,522 | ||||||||||||||
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. 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. In July 2020, this investor invested additional $16,748 on the account of the Additional Loan Amount (“CLA July 2020”) 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 October 2018. The CLA October 2018, CLA March-December 2019 and CLA July 2020 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 was 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, 2020 and 2019, the fair value of all the warrants amounted to $5,577,077 and $903,832, respectively. d. 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, the fair value of the warrants amounted to $50,510 and were forfeited during 2020. 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 was in default under this agreement. e. 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. | 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 | |||||||||||||||
Convertible debt non-current | 291,474 | |||||||||||||||
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 July 2020 [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Percentage of dividend yield | 0.00% | |||||||||||||||
Expected volatility | 59.69% | |||||||||||||||
Expected life in years | 2 years | |||||||||||||||
Fair value of warrants amounted | $ 5,577,077 | 903,832 | ||||||||||||||
Investor additional amounts | $ 16,748 | |||||||||||||||
Aggregate purchase price | 83,740 | |||||||||||||||
Fair value of instruments aggregated | $ 500,741 | |||||||||||||||
Risk free rate | 2.82% | |||||||||||||||
CLA November 2018 [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Debt aggregate principal amount | $ 225,000 | |||||||||||||||
Interest rate | 4.00% | |||||||||||||||
Aggregate purchase price | $ 1,125,000 | |||||||||||||||
Conversion price (in Dollars per share) | $ 0.17 | |||||||||||||||
CLA December 2018 [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Percentage of dividend yield | 0.00% | |||||||||||||||
Expected volatility | 59.69% | |||||||||||||||
Risk free rate | 2.48% | |||||||||||||||
Expected life in years | 2 years | |||||||||||||||
Fair value of warrants amounted | $ 0.17 | 107,602 | ||||||||||||||
Interest rate | 4.00% | |||||||||||||||
Conversion price (in Dollars per share) | $ 180,281 | |||||||||||||||
Aggregate principal loan | $ 400,000 | |||||||||||||||
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. | |||||||||||||||
CLA December 2018 [Member] | Warrant [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Percentage of dividend yield | 0.00% | |||||||||||||||
Expected volatility | 59.69% | |||||||||||||||
Risk free rate | 2.51% | |||||||||||||||
Expected life in years | 5 years | |||||||||||||||
Fair value of warrants amounted | $ 204,242 | 49,100 | ||||||||||||||
Fair value aggregated amount | $ 45,327 | |||||||||||||||
CLA January-April 2019 [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Debt aggregate principal amount | $ 200,000 | |||||||||||||||
Percentage of 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% | |||||||||||||||
Aggregate purchase price | $ 1,000,000 | |||||||||||||||
Conversion price (in Dollars per share) | $ 0.17 | |||||||||||||||
Warrants amount | 61,541 | $ 430,469 | $ 61,541 | |||||||||||||
CLA August-December 2019 [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Debt aggregate principal amount | $ 475,000 | |||||||||||||||
Percentage of 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% | ||||||||||||||
Aggregate purchase price | $ 2,375,000 | |||||||||||||||
Conversion price (in Dollars per share) | $ 0.17 | $ 0.17 | ||||||||||||||
Warrants amount | $ 227,998 | $ 1,334,255 | $ 227,998 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Loans and Convertible Bridge Financing (Details) [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Bear interest rate | 6.00% | |||||||||||||||
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. | |||||||||||||||
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 | $ 65,745 | $ 98,865 | |||||||||||||
Conversion of shares (in Shares) | 386,735 | 576,270 | ||||||||||||||
Debt instrument, description | 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 | $ 2,000,000 | $ 150,000 | $ 500,000 | $ 150,000 | $ 100,000 | $ 500,000 | ||||||||||
[1] | Such amount was collected in January 2020, see Note 8.c. for additional information. |
Loans and Convertible Bridge _4
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | ||||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | |||||
Original principal loans amounts | $ 4,642,303 | $ 4,775,555 | |||
Additional principal loans provided | 22,322 | 22,322 | |||
Loans already converted | (201,811) | (141,211) | |||
Remaining principal loans amount | 4,462,814 | 4,656,666 | |||
Loans presented as of December 31, 2020 | 6,567,411 | 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] | 905,555 | [2] | |
Additional principal loans provided | 22,322 | 22,322 | [2] | ||
Loans already converted | (201,811) | (141,211) | [2] | ||
Remaining principal loans amount | $ 726,066 | $ 786,666 | [2] | ||
Converted through | 2020 | 2020 | [2] | ||
Loans presented as of December 31, 2020 | $ 1,230,038 | $ 896,799 | [2] | ||
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] | 170,000 | [2] | |
Additional principal loans provided | [1] | [2] | |||
Loans already converted | [1] | [2] | |||
Remaining principal loans amount | $ 170,000 | [1] | $ 170,000 | [2] | |
Converted through | 2019 | [1] | 2019 | [2] | |
Loans presented as of December 31, 2020 | $ 218,875 | [1] | $ 204,118 | [2] | |
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] | 1,000,000 | [2] | |
Additional principal loans provided | [1] | [2] | |||
Loans already converted | [1] | [2] | |||
Remaining principal loans amount | $ 1,000,000 | [1] | $ 1,000,000 | [2] | |
Converted through | 2020 | [1],[3] | 2020 | [2],[4] | |
Loans presented as of December 31, 2020 | $ 1,591,030 | [1] | $ 875,630 | [2] | |
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] | 225,000 | [2] | |
Additional principal loans provided | [1] | [2] | |||
Loans already converted | [1] | [2] | |||
Remaining principal loans amount | $ 225,000 | [1] | $ 225,000 | [2] | |
Converted through | 2020 | [1],[3] | 2020 | [2],[4] | |
Loans presented as of December 31, 2020 | $ 356,718 | [1] | $ 205,636 | [2] | |
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] | 400,000 | [2] | |
Additional principal loans provided | [1] | [2] | |||
Loans already converted | [1] | [2] | |||
Remaining principal loans amount | $ 400,000 | [1] | $ 400,000 | [2] | |
Converted through | 2020 | [1],[3] | 2020 | [2],[4] | |
Loans presented as of December 31, 2020 | $ 629,647 | [1] | $ 310,188 | [2] | |
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 | 200,000 | [5] | ||
Additional principal loans provided | [5] | ||||
Loans already converted | [5] | ||||
Remaining principal loans amount | $ 200,000 | $ 200,000 | [5] | ||
Converted through | 2021 | [3] | 2021 | [4],[5] | |
Loans presented as of December 31, 2020 | $ 215,752 | $ 155,062 | [5] | ||
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 | [1] | 1,250,000 | [5] | |
Additional principal loans provided | [1] | [5] | |||
Loans already converted | [1] | [5] | |||
Remaining principal loans amount | $ 1,250,000 | [1] | $ 1,250,000 | [5] | |
Converted through | 2020 | [1],[6] | 2020 | [5],[7] | |
Loans presented as of December 31, 2020 | $ 1,932,525 | [1] | $ 1,243,739 | [5] | |
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 | 475,000 | [5] | ||
Additional principal loans provided | [5] | ||||
Loans already converted | [5] | ||||
Remaining principal loans amount | $ 475,000 | $ 475,000 | [5] | ||
Converted through | 2021 | [3] | 2021 | [4],[5] | |
Loans presented as of December 31, 2020 | $ 368,559 | $ 136,412 | [5] | ||
CLA July 2020 [Member] | |||||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | |||||
Original principal loans amounts | [1] | 16,748 | |||
Additional principal loans provided | [1] | ||||
Loans already converted | [1] | ||||
Remaining principal loans amount | [1] | $ 16,748 | |||
Converted through | [1],[3] | 2020 | |||
Loans presented as of December 31, 2020 | [1] | $ 24,267 | |||
CLA March 2018 [Member] | |||||
Loans and Convertible Bridge Financing (Details) - Schedule of current and non-current liabilities [Line Items] | |||||
Original principal loans amounts | [2] | 150,000 | |||
Additional principal loans provided | [2] | ||||
Loans already converted | [2] | ||||
Remaining principal loans amount | [2] | $ 150,000 | |||
Converted through | [2] | 2019 | |||
Loans presented as of December 31, 2020 | [2] | $ 163,406 | |||
[1] | Those CLA's were not repaid on time and therefore were in default as of December 31, 2020. Due to such default, the Company presented those CLA's in their fair value. | ||||
[2] | Aggregated to $3,899,516 and presented within the current liabilities | ||||
[3] | Structured as a 24 month- convertible loan or less in case of a Public Offering (“PO”) event. | ||||
[4] | Structured as a 24 month- convertible loan or less in case of a Public Offering (“PO”) event | ||||
[5] | Aggregated to $291,474 and presented within the non-current liabilities | ||||
[6] | The due date for those convertible loans is October 2020 or earlier in case of a PO event. | ||||
[7] | The due date for those convertible loans is October 2020 or earlier in case of a PO event |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) | Mar. 11, 2019 | Mar. 11, 2018 | Jan. 19, 2020 | Sep. 30, 2012USD ($)$ / shares | Sep. 30, 2012EUR (€)€ / shares | Oct. 31, 2010 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019EUR (€)€ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2011USD ($) |
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Payments of royalties authority | $ 10,067 | $ 2,091 | $ 2,551 | |||||||||
Net of royalties | 1,930,769 | |||||||||||
Research and development | $ 926,697 | 987,444 | 1,090,295 | |||||||||
Exchange rate, description | As of December 31, 2020, the aggregate contingent liability to the Israeli Ministry of National Infrastructures, Energy and Water Resources amounted to NIS 579,271 ($180,178 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). | |||||||||||
Accrued royalties | $ 59,155 | |||||||||||
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 $1,400,000 | |||||||||||
Lease expiration date | Jun. 30, 2022 | |||||||||||
Minimum [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Aggregate consideration amounts | $ 180,000 | |||||||||||
Digiflex [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Research and development | 2,200,000 | |||||||||||
Repayment of research and development efforts | 1,100,000 | |||||||||||
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 ($1,555 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). This lease agreement expires on March 14, 2023 | |||||||||||
National Technological Innovation Authority [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Payment of royalties authority rate | 3.00% | |||||||||||
Israeli Ministry of National Infrastructures [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
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. | ||||||||||
Accrued royalties | $ 395 | 112 | ||||||||||
Energy and Water Resources [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Accrued royalties | $ 1,203 | |||||||||||
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] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Lawsuit, Description | the Company settled this claim for a total of NIS 179,006 ($55,678 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) including Value Added Tax (“VAT”) but failed to pay such settlement due to financial difficulties. As such, the liability is still recorded as a provision for legal claims within the accrued expenses and other current liabilities as of December 31, 2020. | |||||||||||
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 ($2,488,335 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). | |||||||||||
Accrued royalties | $ 6,791 | 4,020 | $ 12,991 | |||||||||
Know How License Agreement [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Payments of royalties authority | $ 30 | € 25 | € 2,000 | |||||||||
Exchange rate price | (per share) | $ 1 | € 0.82 | $ 1 | € 0.82 | ||||||||
Royalty expenses | $ 2,247 | $ 2,290 | $ 2,453 | |||||||||
Know How License Agreement [Member] | Minimum [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Payments of royalties authority | $ 2,453 | |||||||||||
Nano Size [Member] | ||||||||||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||||||||||
Aggregate amount | $ 1,445,622 | |||||||||||
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 ($4,818 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020). | |||||||||||
Financial Management Ltd [Member] | Eshed Consulting [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 $1.00 / NIS 3.748 in effect as of December 31, 2018) and was fully paid by the Company during 2019. |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Israeli corporate tax rate | 23.00% | |
Net operating losses carryforwards | $ 42.3 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Operating loss carry forward | $ 9,730,590 | $ 8,963,906 |
Temporary differences | 136,070 | 186,789 |
Gross deferred tax assets | 9,866,660 | 9,150,695 |
Deferred tax liability | ||
Beneficial conversion feature | (99,790) | (99,790) |
Total deferred tax, net | 9,766,870 | 9,050,905 |
Valuation allowance | (9,766,870) | (9,050,905) |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of reconciliation of tax benefit [Abstract] | |||
Loss before tax benefit | $ (12,543,737) | $ (3,953,005) | $ (1,972,558) |
Statutory tax rate | 23.00% | 23.00% | 23.00% |
Income tax benefit | $ 2,885,060 | $ 909,191 | $ 453,688 |
Losses and timing differences for which valuation allowance was provided, net | (329,578) | (478,812) | (514,287) |
Non-deductible expenses and other permanent differences | (2,526,808) | (332,799) | 146,315 |
Beneficial conversion feature | (99,790) | (94,858) | |
Other | (28,674) | 2,210 | 9,142 |
Income tax expense recognized in profit or loss |
Share Capital (Details)
Share Capital (Details) | Jun. 22, 2020$ / sharesshares | Jan. 07, 2020$ / sharesshares | Nov. 01, 2018 | Jan. 31, 2018USD ($)shares | Jul. 31, 2020 | Jul. 26, 2020shares | Feb. 29, 2020 | May 31, 2019 | Apr. 30, 2019 | Jun. 30, 2018 | Jan. 31, 2018USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)₪ / shares$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020₪ / shares | Dec. 28, 2020₪ / sharesshares | Dec. 28, 2020$ / sharesshares | Dec. 31, 2019₪ / shares |
Share Capital (Details) [Line Items] | ||||||||||||||||||
Ordinary shares, description | 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 issued 200,000 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $33,420 during the year ended December 31, 2020 in connection with the issuance of those restricted ordinary shares. | the Company issued 6,250 ordinary shares to one of the Company’s service providers. The Company recorded an expense of $625 during the year ended December 31, 2020 in connection with the issuance of those restricted ordinary shares. | 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 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, 2020 and 2019 is composed of ordinary shares of NIS 0.01 ($0.003 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) par value as follows: | ||||||||||
Ordinary shares, shares authorized | 1,200,000,000 | 1,200,000,000 | 200,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||
Ordinary shares, par value | (per share) | ₪ 0.01 | ₪ 0.01 | $ 0.003 | ₪ 0.01 | ||||||||||||||
Exchange rate per share | (per share) | $ 1 | ₪ 3.215 | ||||||||||||||||
Warrant amount | $ | $ 5,100 | |||||||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||||||||
Expected volatility | 59.69% | 80.00% | ||||||||||||||||
Risk free rate | 2.13% | 0.14% | ||||||||||||||||
Expected life in years | 4 years 9 months | |||||||||||||||||
Ordinary shares | 65,000 | 65,000 | 26,986,203 | 26,986,203 | 24,393,218 | |||||||||||||
Issuance of ordinary shares value | $ | $ 65,000 | $ 65,000 | $ 73,403 | ₪ 73,403 | $ 65,842 | |||||||||||||
Forfeited shares | 266,666 | |||||||||||||||||
Exercise price | $ / shares | $ 0.14 | ₪ 0.14 | $ 0.68 | |||||||||||||||
Future grant shares | 2,463,488 | 2,463,488 | ||||||||||||||||
Share price | $ / shares | $ 0.01 | ₪ 0.01 | ||||||||||||||||
Total compensation cost | $ | $ 825,044 | $ 84,186 | ||||||||||||||||
Weighted average period | 1 year 3 days | 7 months 24 days | ||||||||||||||||
Share price | $ / shares | $ 0.01 | ₪ 0.01 | $ 0.01 | |||||||||||||||
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 | $ | $ 143 | ₪ 143 | $ 4 | |||||||||||||||
Minimum [Member] | ||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 0.01 | ₪ 0.01 | ||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||
Ordinary shares, description | the Company issued 2,000,000 ordinary shares in connection with the Jet CU purchase, refer to Note 3 for additional information | |||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||
Stock option additional | 15,607,995 | |||||||||||||||||
Increase shares | 18,783,274 | |||||||||||||||||
Stock option granted | 13,739,570 | |||||||||||||||||
Stock option vesting | 3 years | |||||||||||||||||
Exercise price | $ / shares | $ 0.068 | |||||||||||||||||
Chairman [Member] | ||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||
Stock option granted | 939,164 | |||||||||||||||||
Stock option vesting | 3 years | |||||||||||||||||
Exercise price | $ / shares | $ 0.068 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of stock option activities and related information - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of stock option activities and related information [Abstract] | ||
Ordinary shares, shares authorized | 1,200,000,000 | 200,000,000 |
Ordinary shares, Issued and outstanding | 26,986,203 | 24,393,218 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of options granted outstanding and exercise prices - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of options granted outstanding and exercise prices [Abstract] | ||
Number of options, Outstanding at beginning | 1,814,381 | 1,714,039 |
Weighted average exercise price, Outstanding at beginning | $ 0.58 | $ 0.63 |
Number of options, Granted | 14,678,734 | 207,500 |
Weighted average exercise price, Granted | $ 0.07 | $ 0.27 |
Number of options, Options forfeited | (173,329) | (107,158) |
Weighted average exercise price, Options forfeited | $ 0.74 | $ 0.88 |
Number of options, Outstanding at ending | 16,319,786 | 1,814,381 |
Weighted average exercise price, Outstanding at ending | $ 0.12 | $ 0.58 |
Weighted average remaining contractual life (years), Outstanding at ending | 5 years 9 months 14 days | 6 years 7 months 28 days |
Aggregate intrinsic-value, Outstanding at ending | $ 2,581,719 | $ 24,538 |
Number of options, Exercisable | 5,913,492 | 1,209,464 |
Weighted average exercise price, Exercisable | $ 0.14 | $ 0.68 |
Weighted average remaining contractual life (years), Exercisable | 5 years 4 months 24 days | 5 years 8 months 19 days |
Aggregate intrinsic-value, Exercisable | $ 844,712 | $ 24,538 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Outstanding, Number of options | 16,319,786 | 1,814,381 | |
Exercisable, Number of options | 5,913,492 | 1,209,464 | |
Lower Than $0.01 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | [1] | ||
Outstanding, Number of options | 230,425 | 230,425 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 4 months 24 days | ||
Exercisable, Number of options | 230,425 | 230,425 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 4 months 24 days | ||
Exercise Price 0.03 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.03 | $ 0.03 | |
Outstanding, Number of options | 19,288 | 19,597 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 9 months 18 days | 5 years 9 months 18 days | |
Exercisable, Number of options | 19,288 | 19,597 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 9 months 18 days | 5 years 9 months 18 days | |
Exercise Price 0.07 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.07 | ||
Outstanding, Number of options | 14,678,734 | ||
Outstanding, Weighted average remaining contractual life (years) | 6 years | ||
Exercisable, Number of options | 4,579,857 | ||
Exercisable, Weighted average remaining contractual life (years) | 6 years | ||
Exercise Price 0.27 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.27 | $ 0.27 | |
Outstanding, Number of options | 809,000 | 809,000 | |
Outstanding, Weighted average remaining contractual life (years) | 5 years | 8 years 7 months 6 days | |
Exercisable, Number of options | 506,917 | 291,125 | |
Exercisable, Weighted average remaining contractual life (years) | 4 years 10 months 24 days | 8 years 4 months 24 days | |
Exercise Price 0.34 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.34 | $ 0.34 | |
Outstanding, Number of options | 8,020 | 8,020 | |
Outstanding, Weighted average remaining contractual life (years) | 2 years 10 months 24 days | 3 years 10 months 24 days | |
Exercisable, Number of options | 8,020 | 8,020 | |
Exercisable, Weighted average remaining contractual life (years) | 2 years 10 months 24 days | 3 years 10 months 24 days | |
Exercise Price 0.92 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.92 | $ 0.92 | |
Outstanding, Number of options | 540,501 | 650,424 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 4 months 24 days | 6 years 2 months 12 days | |
Exercisable, Number of options | 535,168 | 563,382 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 4 months 24 days | 6 years | |
Exercise Price 4.72 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 4.72 | $ 4.72 | |
Outstanding, Number of options | 1,068 | 1,068 | |
Outstanding, Weighted average remaining contractual life (years) | 1 year 2 months 12 days | 2 years 2 months 12 days | |
Exercisable, Number of options | 1,068 | 1,068 | |
Exercisable, Weighted average remaining contractual life (years) | 1 year 2 months 12 days | 2 years 2 months 12 days | |
Exercise Price 5.05 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 5.05 | $ 5.05 | |
Outstanding, Number of options | 2,769 | 2,769 | |
Outstanding, Weighted average remaining contractual life (years) | 1 year 2 months 12 days | 2 years 2 months 12 days | |
Exercisable, Number of options | 2,769 | 2,769 | |
Exercisable, Weighted average remaining contractual life (years) | 1 year 2 months 12 days | 2 years 2 months 12 days | |
Exercise Price 5.73 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 5.73 | $ 5.73 | |
Outstanding, Number of options | 29,981 | 29,981 | |
Outstanding, Weighted average remaining contractual life (years) | 2 years 9 months 18 days | 3 years 9 months 18 days | |
Exercisable, Number of options | 29,981 | 29,981 | |
Exercisable, Weighted average remaining contractual life (years) | 2 years 9 months 18 days | 3 years 9 months 18 days | |
Exercise Price 0.45 [Member] | |||
Share Capital (Details) - Schedule of options granted to officers, directors, employees, consultants and service providers [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.45 | ||
Outstanding, Number of options | 63,097 | ||
Outstanding, Weighted average remaining contractual life (years) | 8 months 12 days | ||
Exercisable, Number of options | 63,097 | ||
Exercisable, Weighted average remaining contractual life (years) | 8 months 12 days | ||
[1] | Represents an amount lower than $0.01. |
Share Capital (Details) - Sch_4
Share Capital (Details) - Schedule of stock based compensation - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | $ 464,773 | $ 109,613 | $ 153,990 |
Research and Development [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | 167,328 | 16,295 | 36,723 |
Sales and Marketing [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | 48,671 | 7,209 | 14,837 |
General and Administrative [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation | $ 248,774 | $ 86,109 | $ 102,430 |
Share Capital (Details) - Sch_5
Share Capital (Details) - Schedule of outstanding warrants - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | |||
Outstanding | $ 546,594 | $ 1,413,260 | |
Exercise price | $ 0.07 | $ 0.27 | |
Warrant [Member] | |||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | |||
Outstanding | $ 117,209 | $ 117,209 | |
Issuance year | 2009 | 2009 | |
Exercise price | [1] | ||
Exercisable through | [2] | Exit event | Exit event |
Warrant One [Member] | |||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | |||
Outstanding | $ 59,384 | $ 59,384 | |
Issuance year | 2013 | 2013 | |
Exercise price | $ 0.92 | $ 0.92 | |
Exercisable through | [2] | 2023 | 2023 |
Warrant Two [Member] | |||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | |||
Outstanding | $ 170,000 | $ 600,000 | |
Issuance year | 2018 | 2018 | |
Exercise price | $ 0.5 | $ 0.5 | |
Exercisable through | 2023 | 2023 | |
Warrant Three [Member] | |||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | |||
Outstanding | $ 200,001 | $ 170,000 | |
Issuance year | 2018 | 2018 | |
Exercise price | $ 0.5 | $ 0.5 | |
Exercisable through | 2023 | 2023 | |
Warrant Four [Member] | |||
Share Capital (Details) - Schedule of outstanding warrants [Line Items] | |||
Outstanding | $ 466,667 | ||
Issuance year | 2018 | ||
Exercise price | $ 0.5 | ||
Exercisable through | 2023 | ||
[1] | Represents an amount lower than $0.01 | ||
[2] | Issued in connection with the 2013 and 2009 arrangements |
Warrants Presented at Fair Va_3
Warrants Presented at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants Presented at Fair Value (Details) [Line Items] | ||
Fair value current liabilites | $ 7,343,894 | |
Fair value non current liabilites | $ 1,364,106 | |
Exercise price | $ 0.01 | |
Warrants term | 2 years | |
Fair value within current liabilities | $ 158,112 | |
Fair value within non-current liabilities | $ 1,346,000 | |
Maximum [Member] | ||
Warrants Presented at Fair Value (Details) [Line Items] | ||
Exercise price | $ 0.17 | $ 0.17 |
Minimum [Member] | ||
Warrants Presented at Fair Value (Details) [Line Items] | ||
Exercise price | $ 0.17 | |
Registration Statement [Member] | ||
Warrants Presented at Fair Value (Details) [Line Items] | ||
Warrants term | 2 years |
Warrants Presented at Fair Va_4
Warrants Presented at Fair Value (Details) - Schedule of outstanding warrants classified as a liability - $ / shares | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | ||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 96,651,374 | 107,729,058 | |||
Exercise price (in Dollars per share) | $ 0.01 | ||||
Fair value | 8,708,000 | [1] | 1,504,112 | ||
Outstanding Warrants One [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 120,000 | 120,000 | |||
Exercise price (in Dollars per share) | [2] | $ 0.92 | |||
Issuance year | 2014 | 2014 | |||
Exercisable through | [3] | ||||
Fair value | 2,002 | [4] | 6 | [5] | |
Outstanding Warrants Two [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 374,001 | 296,813 | |||
Exercise price (in Dollars per share) | $ 1.5 | $ 1.5 | |||
Issuance year | 2016 | 2015 | |||
Exercisable through | 2021 | 2020 | |||
Fair value | 91 | [4] | [5] | ||
Outstanding Warrants Three [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 905,555 | 374,001 | |||
Exercise price (in Dollars per share) | $ 0.17 | $ 1.5 | |||
Issuance year | 2017 | 2016 | |||
Exercisable through | 2022 | 2021 | |||
Fair value | 108,090 | 2 | [5] | ||
Outstanding Warrants Four [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 436,666 | 905,555 | |||
Exercise price (in Dollars per share) | $ 1.5 | $ 0.17 | |||
Issuance year | 2017 | 2017 | |||
Exercisable through | 2022 | 2022 | |||
Fair value | 4,266 | [4] | 22,027 | ||
Outstanding Warrants Five [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 33,332 | 333,333 | |||
Exercise price (in Dollars per share) | $ 1.2 | $ 1.5 | |||
Issuance year | 2017 | 2017 | |||
Exercisable through | 2022 | 2022 | |||
Fair value | 485 | 96 | |||
Outstanding Warrants Six [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 33,332 | 53,333 | |||
Exercise price (in Dollars per share) | $ 1 | $ 1.5 | |||
Issuance year | 2017 | 2017 | |||
Exercisable through | 2022 | 2022 | |||
Fair value | 485 | 2 | |||
Outstanding Warrants Seven [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 675,926 | 50,000 | |||
Exercise price (in Dollars per share) | [6] | $ 1.5 | |||
Issuance year | 2017 | 2017 | |||
Exercisable through | 2022 | 2022 | |||
Fair value | 155,839 | [4] | 3 | ||
Outstanding Warrants Eight [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 11,111 | 33,332 | |||
Exercise price (in Dollars per share) | $ 1.2 | $ 1.2 | |||
Issuance year | 2017 | 2017 | |||
Exercisable through | 2022 | 2022 | |||
Fair value | 143 | 16 | |||
Outstanding Warrants Nine [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 1,659,971 | 33,332 | |||
Exercise price (in Dollars per share) | $ 0.17 | $ 1 | |||
Issuance year | 2018 | 2017 | |||
Exercisable through | 2022 | 2022 | |||
Fair value | 199,083 | 16 | |||
Outstanding Warrants Ten [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 29,411,765 | 675,926 | |||
Exercise price (in Dollars per share) | $ 0.17 | [6] | |||
Issuance year | 2018 | 2017 | |||
Exercisable through | 2021 | [7] | 2022 | ||
Fair value | 2,598,037 | 68,275 | |||
Outstanding Warrants Eleven [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 15,096,365 | 11,111 | |||
Exercise price (in Dollars per share) | [8] | $ 1.2 | |||
Issuance year | [8] | 2017 | |||
Exercisable through | [8] | 2022 | |||
Fair value | 1,333,511 | 4 | |||
Outstanding Warrants Twelve [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 1,411,765 | 300,000 | |||
Exercise price (in Dollars per share) | $ 0.17 | $ 0.5 | |||
Issuance year | 2019 | 2018 | |||
Exercisable through | 2024 | 2023 | |||
Fair value | 204,242 | 1,560 | |||
Outstanding Warrants Thirteen [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 5,882,352 | 1,659,971 | |||
Exercise price (in Dollars per share) | $ 0.17 | $ 0.17 | |||
Issuance year | 2019 | 2018 | |||
Exercisable through | 2021 | 2022 | |||
Fair value | 430,469 | 11,522 | |||
Outstanding Warrants Fourteen [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 18,382,352 | 29,411,765 | |||
Exercise price (in Dollars per share) | $ 0.17 | [9] | |||
Issuance year | 2019 | 2018 | |||
Exercisable through | 2021 | [7] | 2021(******) | [10] | |
Fair value | 1,623,773 | 420,386 | |||
Outstanding Warrants Fifteen [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 13,970,587 | 15,441,177 | |||
Exercise price (in Dollars per share) | $ 0.17 | [11] | |||
Issuance year | 2019 | [11] | |||
Exercisable through | 2021 | [11] | |||
Fair value | 1,334,255 | 220,704 | |||
Outstanding Warrants Sixteen [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 246,294 | 6,617,647 | |||
Exercise price (in Dollars per share) | $ 0.17 | [9] | |||
Issuance year | 2020 | 2018 | |||
Exercisable through | 2021 | [7] | 2020(*******) | [12] | |
Fair value | 21,756 | 50,510 | |||
Outstanding Warrants Seventeen [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 8,000,000 | 11,764,706 | |||
Exercise price (in Dollars per share) | $ 0.26 | [9] | |||
Issuance year | 2020 | 2018 | |||
Exercisable through | 2022 | 2020(*******) | [12] | ||
Fair value | 691,473 | 107,602 | |||
Outstanding Warrants Eighteen [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding | 1,411,765 | ||||
Exercise price (in Dollars per share) | [9] | ||||
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) | [9] | ||||
Issuance year | 2019 | ||||
Exercisable through | [12] | 2021(*******) | |||
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) | [9] | ||||
Issuance year | 2019 | ||||
Exercisable through | [10] | 2021(******) | |||
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) | [9] | ||||
Issuance year | 2019 | ||||
Exercisable through | [12] | 2021(*******) | |||
Fair value | 227,998 | ||||
[1] | Contains warrants presented at fair value within current liabilities of $7,343,894 and within non-current liabilities of $1,364,106. | ||||
[2] | Subject to changes as describe in the agreement. | ||||
[3] | M&A or qualified PO as described in the agreement. | ||||
[4] | Issued in connection with the 2014 through 2017 financing rounds. | ||||
[5] | Issued in connection with the 2016, 2015 and 2014 financing rounds. | ||||
[6] | Less than $0.01. | ||||
[7] | Two years from the registration statement or a PO, the earlier. | ||||
[8] | Since the actual number of warrants cannot be determined as of December 31, 2020, the outstanding amounts were calculated based on an exercise price of $0.17, which results in the maximum potential amount of warrants. | ||||
[9] | 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. | ||||
[10] | Two years from the registration statement or a PO, the earlier | ||||
[11] | 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. | ||||
[12] | Two years or a PO, the earlier. |
Related Parties (Details)
Related Parties (Details) | May 15, 2018 | Dec. 31, 2020 |
Related Parties (Details) [Line Items] | ||
Description of consultancy agreement | 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 VAT 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 VAT. 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% | |
Business Combination [Member] | ||
Related Parties (Details) [Line Items] | ||
Percentge of acquisition | 50.00% | |
Chief Executive Officer [Member] | ||
Related Parties (Details) [Line Items] | ||
Description of service agreement | 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 ($16,096 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT and car allowance in the amount of NIS 2,500 ($777 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT per month plus reimbursement for fuel expenses and tolls. The consultancy monthly fee shall be updated to NIS 65,000 ($20,217 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT per month, if the Company will secure an additional investment of $1,000,000 (such update commenced in April 2019). The liability towards DBG as of December 31, 2020 and 2019 aggregated to NIS 1,092,000 ($339,657 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) plus VAT and NIS 728,489 ($210,789 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) plus VAT, respectively and recorded as part of the Employees and payroll accruals line item within the current liabilities. 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. 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. To date, the Company did not pay or record any bonus to DBG. In June 2021 the Company engaged with a new chief executive officer and as a result Dr. de la Vega role was changed to chief technology officer commencing that date. | |
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 VAT) 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 VAT) 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 3.215 in effect as of December 31, 2020); 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 $50,000,000. |
Financial Expenses (Income), _3
Financial Expenses (Income), Net (Details) - Schedule of financial expenses (income), net - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Financial (income): | |||
Change in fair value of warrants and capital note presented at fair value | $ (33,382) | $ (2,280,318) | |
Foreign exchange income, net | (95,659) | ||
Financial expenses: | |||
Change in fair value of warrants and capital note presented at fair value | 7,011,437 | ||
Interest and accretion back in connection with convertible loans | 2,597,476 | 950,292 | 1,019,402 |
Foreign exchange loss, net | 175,877 | 107,902 | |
Other | 29,815 | 17,546 | 146,091 |
Financial expenses (income), net | $ 9,814,605 | $ 1,042,358 | $ (1,210,484) |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | $ 761,319 | $ 478,520 | $ 460,739 |
Israel [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 281,174 | 272,668 | 228,966 |
United States [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 264,739 | 139,016 | 141,542 |
France [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 106,376 | ||
Germany [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 55,131 | 9,876 | 6,342 |
Holland [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 9,676 | 11,113 | 2,341 |
Austria [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | 4,775 | 2,170 | 4,115 |
Other States [Member] | |||
Additional Information to the Statements of Operations (Details) - Schedule of revenues in financial statements [Line Items] | |||
Revenues | $ 39,448 | $ 43,677 | $ 77,433 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 28, 2022 | Dec. 31, 2019 |
Subsequent Events (Details) [Line Items] | |||||
Principal amount | $ 4,642,303 | $ 4,775,555 | |||
Subsequent events, description | In the annual shareholders’ meeting held in September 2021, the shareholders approved (i) a capital raise at a per share purchase price of $0.07 for the Company’s Ordinary Shares, NIS 0.01 ($0.003 based on the exchange rate of $1.00 / NIS 3.215 in effect as of December 31, 2020) par value and (ii) an adjustment to the conversion price of the Company’s outstanding convertible loans (collectively, the “CLA”) from $0.17 to $0.07 per Ordinary Share, subject to the holders’ agreement to cancel the outstanding related warrants that were issued in connection with the CLA. | ||||
Aggregate gross proceeds | $ 2,850,000 | ||||
Private placement | $ 150,000 | ||||
Additional ordinary shares (in Shares) | 40,068,888 | ||||
Aggregate ordinary shares (in Shares) | 5,428,572 | ||||
Principal amount | $ 4,010,429 | ||||
Accrued interest (in Shares) | 57,291,838 | ||||
Investment | $ 3,000,000 | ||||
Forecast [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Principal amount | $ 415,000 | ||||
Convertible loans | 230,000 | ||||
Purchase price | $ 1,625,000 | ||||
Conversion price (in Dollars per share) | $ 0.17 | $ 0.17 | |||
Stock option granted (in Shares) | 2,003,436 | ||||
Stock option vested | 3 years | ||||
Exercise price (in Dollars per share) | $ 0.07 | ||||
Israeli [Member] | Forecast [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Interest rate | 4.00% |