Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | UAS Drone Corp. | |
Trading Symbol | USDR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 54,018,813 | |
Amendment Flag | false | |
Entity Central Index Key | 0001638911 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55504 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 47-3052410 | |
Entity Address, Address Line One | 1 Etgar Street | |
Entity Address, City or Town | Tirat-Carmel, | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 3903212 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes | |
City Area Code | 972 | |
Local Phone Number | 4-8124101 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 3,946 | $ 105 |
Other current assets | 56 | 19 |
Total Current assets | 4,002 | 124 |
Property and Equipment, Net | 11 | 12 |
Total assets | 4,013 | 136 |
Current Liabilities | ||
Current maturities of long term bank loan | 6 | |
Accounts payable | 125 | 109 |
Other accounts liabilities | 159 | 213 |
Convertible loans (note 3) | 950 | |
Fair value of convertible component in convertible loan (note 3) | 22 | |
Total current liabilities | 284 | 1,300 |
Convertible Loans (note 3) | 371 | |
Fair Value of convertible component in convertible loan (note 3) | 26 | |
Stockholders loans | 293 | 288 |
Total liabilities | 577 | 1,985 |
Stockholders’ Equity (Deficit) | ||
Common stock of US$ 0.0001 par value each (“Common Stock”): 100,000,000 shares authorized as of June 30, 2021 and December 31, 2020; issued and outstanding 54,018,813 and 40,075,151 shares as of June 30, 2021 and December 31, 2020, respectively. | 5 | 4 |
Additional paid-in capital | 8,729 | 3,278 |
Accumulated deficit | (5,298) | (5,131) |
Total stockholders’ equity (deficit) | 3,436 | (1,849) |
Total liabilities and stockholders’ equity (deficit) | $ 4,013 | $ 136 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stocks, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stocks, shares authorized | 100,000,000 | 100,000,000 |
Common stocks, shares issued | 54,018,813 | 40,075,151 |
Common stocks, shares outstanding | 54,018,813 | 40,075,151 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues (Note 6) | $ 500 | |||
Cost of sales | ||||
Gross profit | 500 | |||
General and administrative expenses | (271) | (247) | (433) | (942) |
Other income | 132 | |||
Operating income (loss) | (271) | (247) | 199 | (942) |
Financing expense, net | (147) | (65) | (366) | (60) |
Net loss | $ (418) | $ (312) | $ (167) | $ (1,002) |
Loss per share (basic and diluted) (in Dollars per share) | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
Basic and diluted weighted average number of shares of Common Stock outstanding (in Shares) | 48,091,085 | 40,075,151 | 44,325,572 | 34,464,217 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated deficit | Total | |
Balance at Dec. 31, 2019 | $ 2 | $ 2,002 | $ (3,763) | $ (1,759) | |
Balance (in Shares) at Dec. 31, 2019 | 25,130,126 | ||||
Issuance of shares in exchange for extinguishment of debt | [1] | 623 | 623 | ||
Issuance of shares in exchange for extinguishment of debt (in Shares) | 1,046,016 | ||||
Issuance of shares in exchange for convertible loans | [1] | 448 | 448 | ||
Issuance of shares in exchange for convertible loans (in Shares) | 869,470 | ||||
Share based compensation for services | [1] | 580 | 580 | ||
Share based compensation for services (in Shares) | 1,423,453 | ||||
Effect of Reverse Capitalization | $ 2 | (440) | (438) | ||
Effect of Reverse Capitalization (in Shares) | 11,606,086 | ||||
Comprehensive profit (loss) | (1,002) | (1,002) | |||
Balance at Jun. 30, 2020 | $ 4 | 3,213 | (4,765) | (1,548) | |
Balance (in Shares) at Jun. 30, 2020 | 40,075,151 | ||||
Balance at Dec. 31, 2020 | $ 4 | 3,278 | (5,131) | (1,849) | |
Balance (in Shares) at Dec. 31, 2020 | 40,075,151 | ||||
Issuance of shares in exchange for convertible loans | [1] | 706 | 706 | ||
Issuance of shares in exchange for convertible loans (in Shares) | 1,443,662 | ||||
Issuance of shares for cash (net of issuance expenses) | $ 1 | 4,604 | 4,605 | ||
Issuance of shares for cash (net of issuance expenses) (in Shares) | 12,500,000 | ||||
Share based compensation for services | 141 | 141 | |||
Comprehensive profit (loss) | (167) | (167) | |||
Balance at Jun. 30, 2021 | $ 5 | $ 8,729 | $ (5,298) | $ 3,436 | |
Balance (in Shares) at Jun. 30, 2021 | 54,018,813 | ||||
[1] | represents amount less than $1 thousand. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (167) | $ (1,002) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 1 | 3 |
Stock based compensation | 141 | 580 |
Interest on loans | 5 | (76) |
Expenses with respect to convertible loans and debentures | 326 | 81 |
Increase in other current assets | (37) | (40) |
Decrease in accounts payable | 16 | (55) |
Decrease in other accounts payable | (133) | (33) |
Net cash provided by (used in) operating activities | 152 | (542) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from secured promissory notes | 965 | |
Proceeds from issuance of shares | 4,649 | |
Repayments of convertible loans | (954) | |
Repayments of long term banking institute | (6) | (16) |
Net cash provided by financing activities | 3,689 | 949 |
INCREASE IN CASH AND CASH EQUIVALENTS | 3,841 | 407 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 105 | 23 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 3,946 | 430 |
Cash paid during the year for: | ||
Interest | 59 | 33 |
Non cash transactions: | ||
Issuance of shares in exchange for extinguishment of debt | 623 | |
Issuance of shares in exchange for convertible loans | 706 | $ 448 |
Value of option recorded as issuance expenses | $ 44 |
General
General | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1 – GENERAL UAS Drone Corp. (the “Company” or “USDR”) was incorporated under the laws of the State of Nevada on February 4, 2015. Prior to the Company’s formation, the operations were functioning under Unlimited Aerial Systems, LLP (“UAS LLP”). UAS LLP was formed under the laws of the State of Louisiana on August 22, 2014. Effective March 31, 2015, the Company completed a reverse merger with UAS LLP. The reverse merger was accounted for as a reverse capitalization. On March 9, 2020, the Company closed on the Share Exchange Agreement (as defined hereunder), pursuant to which, Duke Robotics, Inc. (“Duke Inc.”) a corporation incorporated under the laws of the state of Delaware, became a majority-owned subsidiary of the Company. Duke Inc. has a wholly-owned subsidiary, Duke Airborne Systems Ltd. (“Duke Israel,” and collectively with Duke Inc., “Duke”), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation. On April 29, 2020, the Company, Duke Inc., and UAS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“UAS Sub”), executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which UAS Sub merged with and into Duke Inc. Upon closing of the Short-Form Merger (as defined hereunder), each outstanding share of UAS Sub’s common stock, par value $0.0001 per share, was converted into and became one share of common stock of Duke Inc., with Duke Inc. surviving as a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company intended to acquire the remaining outstanding shares of Duke Inc. held by certain stockholders of Duke Inc. that did not participate in the Share Exchange Agreement (as defined hereunder). On April 30, 2020, the Company filed a Registration Statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on June 19, 2020, which registered: (i) 63,856 shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), that were issued to certain stockholders of Duke Inc. upon the consummation of the Short-Form Merger; (ii) 14,614,751 shares of Common Stock of certain selling stockholders named in the Registration Statement on Form S-1; and (iii) 3,649,733 shares of Common Stock issuable upon conversion of Convertible Notes (see Note 6 below). On June 25, 2020, at the closing of the transaction contemplated by the Merger Agreement, the Company issued 63,856 shares to certain Duke Inc. stockholders, and Duke Inc. became a wholly owned subsidiary of the Company. The Company (collectively with Duke, the “Group”) is a robotics company dedicated to the development of an advanced robotics stabilization system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. The Company’s advanced robotics system is able to achieve pinpoint accuracy regardless of the movement of the weapons platform or the target. On January 29, 2021, the Company, through Duke Israel, and Elbit Systems Land Ltd., an Israeli corporation, entered into a collaboration agreement for the global marketing and sales, and the production and further development of our developed advanced robotic system mounted on an UAS, armed with lightweight firearms, which we market under the commercial name “TIKAD.” Effective October 22, 2020, Company’s Common Stock is quoted on the OTC Markets Group, Inc.’s OTCQB® tier Venture Market, under the symbol “USDR”. Merger Transaction On March 4, 2020, USDR entered into a Share Exchange Agreement with Duke Inc., and certain shareholders of Duke Inc. who executed and delivered the Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Duke Inc. became a majority-owned subsidiary of USDR (the “Share Exchange”). The Share Exchange closed on March 9, 2020. Such closing date is referred to as the “Effective Time.” Before entering into the Share Exchange Agreement: (i) Duke entered into debt cancellation letters (the “Debt Cancellation Letters”) with each of its Stockholders with regard to the Stockholders Loans. Pursuant to the Debt Cancellation Letters, 842,135 shares of the Duke Inc. common stock (1,046,016 shares post Exchange Ratio) were issued in exchange for the cancellation of $623 in debt, leaving $280 of outstanding Stockholders Loans. These Stockholders Loans, including interest (which shall bear an annual fixed interest rate of 3% as of January 1, 2020), shall be repaid at the date upon which the Company raises at least $15 million and has achieved earnings before interest, tax, depreciation and amortization of $3 million, but not before the three year anniversary of the Effective Time and the full repayment of the amounts outstanding under certain convertible loan agreements in the aggregate amount of $965 (each, a “Convertible Loan Agreement”) (see Note 6B) entered into at the Effective Time, unless such repayment is otherwise waived by the parties to the Investors’ Loan; (ii) Loans made from Duke to an executive officer and a former executive officer, who are also stockholders were extinguished in connection with the Debt Cancellation Letters; (iii) Duke issued a consultant 1,146,005 shares of the Duke Inc. common stock (1,423,453 shares post Exchange Ratio), at par value, regarding services rendered to Duke Inc. The fair value of the shares issued was estimated at $429 and were recorded to share based compensation expenses.; and (iv) a convertible loan agreement in amount of $400 bearing an annual interest rate of 6%, including accumulated interest in amount of $48, was converted into 700,000 shares of Duke Inc. common stock (869,470 shares post Exchange Ratio). In conjunction with the consummation of the Share Exchange, and as a condition thereof, the USDR entered into the agreements listed below: (i) Convertible Loan Agreements, on the same terms, in the aggregated amount of $965 with several investors (the “Convertible Loans”). The term of each investor’s loan was for 12 month and each such agreement bore annual interest of 15%, and at the discretion of USDR, the term of the investors’ loans was able to be extended for an additional 12 month period, which the Company did elect to extend (see also note 6 below). The investors had the option to convert the respective unpaid balance of their loan into shares of USDR’s Common Stock based on the lower of the following valuations: (i) the lowest effective price per share set in connection with any funds raised by USDR during the six months following the Share Exchange; (ii) 80% of the lowest effective price per share set in connection with any funds raise by USDR at any time subsequent to six months following the Share Exchange until such time as the Investors’ Loans are fully repaid; (iii) a price per share reflecting a post-money valuation of USDR of $15 million following the next investment in USDR following closing; or (iv) if at any time following the 6 month anniversary of the closing of the Share Exchange and until such time as the Investors’ Loans are fully repaid, USDR sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues any common stock entitling any person to acquire shares of common stock at an effective price per share that is lower than $0.374. As of June 30, 2021, the Convertible Loans were fully repaid (see note 3B below). (ii) In addition, before entering into the Share Exchange the parties to certain consulting agreements agreed to exchange their contractual right to receive options in Duke for options to be granted by USDR following the Effective Time, subject to the terms and conditions of a stock incentive plan, to be adopted by the Board of Directors of USDR. (iii) Securities exchange agreements with outstanding debt holders of USDR, Alpha Capital Anstalt (“Alpha”) and GreenBlock Capital LLC (“GBC”) to respectively cancel existing debentures or debt in the total amount of $658 and in exchange issue new debentures in the aggregate amount of $400 and issue 698,755 and 65,198 shares of Common Stock to each of Alpha and GBC, respectively (the “New Debentures”). The New Debentures were to mature three years from the Effective Date, bore interest at a rate of 8% per year and were only convertible into shares of Common Stock, at an original conversion price of $0.374 (the “Original Conversion Price”); provided, however, that such Original Conversion Price was to be adjusted downward in the event that USDR, as applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise disposes or issues any common stock or common stock equivalents entitling any purchaser to acquire shares of the Company’s common stock at an effective price per share that was lower than the Original Conversion Price (such issuance, a “Dilutive Event”). In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period. As of June 30, 2021, the New Debentures were fully repaid or converted (see note 3A below). (iv) Several Securities Exchange Agreements, with similar terms, to exchange certain promissory notes having a total principal amount of $35 bearing interest of 6% per annum, for 9,623,621 shares of Common Stock. Signatories to the Securities Exchange Agreements are entitled to an anti-dilution clause in the event that the Convertible Loans detailed in Note 1(iii) above are converted such that such the number of shares held by such investors would not be lower than original holding on a fully diluted basis prior to such conversions. Per Accounting Standards Update (“ASU”) 2017-11, the Company classified the anti-dilution to shareholders equity. (v) A Registration Rights Agreement with GBC, Alpha, the Primary Lenders (as defined below) and certain Duke shareholders. The Company filed a Registration Statement on Form S-1 with the SEC, which was declared effective on June 19, 2020, in compliance with the requirements of the Registration Rights Agreement. The deemed beneficial owners of the common stock, or other securities, issuable under parties to the Convertible Loan Agreements and the Note Conversion are identical and, as such, the Company refer to these parties as the “Primary Lenders”. (vi) The Company’s former CEO’s outstanding accrued pay of $32 as well as the 25,000 options he held at the end of 2019, were converted into 45,968 shares of the post-transaction Company. Pursuant to the terms of the Share Exchange Agreement, at the Effective Time, the Company issued an aggregate of 28,469,065 shares of Common Stock to the Duke Inc. stockholders in exchange for 22,920,107 shares of Duke’s Inc. issued and outstanding shares of common stock, representing approximately 99% of Duke’s Inc. issued and outstanding shares of common stock. Accordingly, each outstanding share of Duke Inc. common stock was exchanged for the right to receive 1.2421 shares of the Company’s common stock (the “Exchange Ratio”). Of the shares of Duke Inc. common stock that were exchanged for shares of the Company’s common stock, 51,410 (representing 63,856 shares of the Company’s common stock post-Share Exchange) were issued but remained in escrow until the Company completed the Short-Form Merger (as defined hereunder). On June 25, 2020, at the closing of the transaction contemplated by the Merger Agreement, the Company released the shares in escrow. As such, at the Effective Time, the Duke stockholders owned an equivalent of approximately 71% of the Company’s Common Stock. After giving effect to the Share Exchange, Duke became a subsidiary of the Company. Following the Share Exchange, the Company adopted the business plan of Duke. The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, Duke was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) Duke’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) Duke designated a majority of the members of the initial board of directors of the combined company, and (iii) Duke’s senior management holds all key positions in the senior management of the combined company. As a result of the Recapitalization Transaction, the shareholders of Duke received the largest ownership interest in the Company, and Duke was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Duke. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. On April 29, 2020, the Company, Duke Inc. and UAS Sub, executed the Merger Agreement, pursuant to which UAS Sub merged with and into Duke, with Duke surviving as a wholly-owned subsidiary of the Company (the “Short-Form Merger”). Pursuant to the Merger Agreement, on June 25, 2020, the Company acquired the remaining outstanding shares of Duke held by those certain Duke shareholders that did not participate in the Share Exchange. We have not experienced any material impact on our financial condition and results of operations due to COVID-19, and we do not expect to experience any material impact on our overall liquidity positions and outlook as a result of the outbreak. Nevertheless, given that COVID-19 is still an ongoing event in different parts of the world, it is still not possible at this time to estimate the full impact that the COVID-19 pandemic, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by us in response to such spread, could have on our business results of operations and financial condition. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with GAAP and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the six-months ended June 30, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the SEC. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report published with the SEC, for the year ended December 31, 2020. Principles of Consolidation The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the share based compensation, going concern assumptions and convertible loans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under Accounting Standards Codification (“ASC”) 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - - - Total liabilities - - - - Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 48 48 Total liabilities - - 48 48 The following table presents the changes in fair value of the level 3 liabilities for the six months ended June 30, 2021: Fair value of component Outstanding at January 1,2021 48 Fair value of issued level 3 liability - Fair value of repaid level 3 liability (181 ) Changes in fair value 133 Outstanding at June 30,2021 - Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 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”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance, but does not expect it to have a material impact on its financial statements. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 3 – CONVERTIBLE NOTES A. As detailed in Note 1A above, in conjunction with the consummation of the Share Exchange, USDR entered into Securities exchange agreements with outstanding debt holders of USDR, Alpha and GBC to respectively cancel existing debentures or debt in the total amount of $658 and in exchange issue the New Debentures in the aggregate amount of $400 and issue 698,755 and 65,198 shares of Common Stock to each of Alpha and GBC, respectively. The New Debentures mature three years from the Effective Date in amount of $400, bear interest at a rate of 8% per year and are only convertible into shares of Common Stock, at an original conversion price of $0.3740; provided, however, that such Original Conversion Price was to be adjusted downward in the event of a Dilutive Event. In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment was to occur immediately after the completion of such period. During February 2021, Alpha converted $200 of the principal amount ($215 including accrued interest) of the New Debentures into 575,044 shares of Common Stock. On May 11, 2021, Alpha converted the remaining $100 of its principal amount ($111 including accrued interest) of the New Debentures into 295,759 shares of Common Stock. On May 14, 2021, the Company repaid GBC the full principal balance and interest amount of the New Debentures detailed in Note 3A above, in the amount of $109. As a result of the above repayments and conversions, as of June 30, 2021, the balance of the New Debentures was zero. In accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $26 as of December 31, 2020. The following are the data and assumptions used as of the balance sheet date: December 31, Common stock price 0.25 Expected volatility 34.89 % Expected term 2.19 years Risk free rate 0.17 % Forfeiture rate 0 % Expected dividend yield 0 % B. In connection with the Share Exchange, immediately prior to the Effective Time, the Company entered into several Convertible Loan Agreements, on the same terms, in the aggregate amount of $965. The terms of the Convertible Loan Agreements required repayment of the borrowed amount by the one-year anniversary of the Effective Time, unless, at our discretion, and subject to its compliance with any and all terms of the material terms of the Convertible Loan Agreements, the term of such loans is extended for an additional twelve (12) month period. The terms of the Convertible Loan Agreements also provided that we may repay any portion of the remaining outstanding loan amount, without penalty, provided, however, that the Company provides the specific lender with three business days’ written notice prior to such repayment, during which time the lender may elect to convert any or all of the outstanding loan amount into shares of Common Stock. The Convertible Loan Agreements bore simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar month. The lenders had the option to convert the unpaid balance of their respective Convertible Loans into shares of Common Stock based on the lower of (A) lowest effective price per share set in connection with any funds raised by the Company during the six (6) months following the Effective Time. “Effective price” per share means (i) if only shares of Common Stock are sold in a transaction, the amount actually received in cash by the Company, and (ii) if shares of Common Stock are sold in a transaction and, in connection therewith additional securities or rights are sold or otherwise issued, the amount actually received in cash by the Company, for the shares of Common Stock and such additional rights upon their issuance, reduced by the aggregate fair market value of the additional rights (as determined using the Black-Scholes option pricing model or another method determined by the Company in good faith), in each case divided by the number of shares of Common Stock issued in such transaction; (B) 80% of the lowest effective price per share set in connection with any funds raise by the Company at any time subsequent to six (6) months following the Effective Time until such time as the loans outstanding under all of the Convertible Loan Agreements are fully repaid or otherwise converted provided, however, that such price per share shall not be available in the event of an issuance of Alternative Securities to the lender); (C) a price per share reflecting a post-money valuation of the Company of $15 million following the next investment in the Company following the Effective Time; or (D) the conversion price, as adjusted for a Dilutive Event, under the New Debentures. On March 5, 2021, a holder of a Convertible Loan converted the principal amount of $130 into 347,594 shares of Common Stock. On May 17 and 18, 2021, the Company repaid the remaining full principal balance of the Convertible Loans, in the principal amount of $835. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $22 at December 31, 2020. The following are the data and assumptions used as of the balance sheet date: December 31, Common stock price 0.374 Expected volatility 37 % Expected term 1 year Risk free rate 0.43 % Forfeiture rate 0 % Expected dividend yield 0 % |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 4 – SHAREHOLDERS’ EQUITY Transactions : On February 12, 2021, March 2, 2021 and May 18, 2021, respectively, the Company issued an aggregate of 225,265 shares of Common Stock to several holders who were signatories to the Securities Exchange according to which such holders are entitled to an anti-dilution clause in the event that the Convertible Loans detailed in Note 3B above are converted such that such the number of shares held by such investors would not be lower than original holding on a fully diluted basis prior to such conversions. On May 11, 2021, the Company entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with eight (8) non-U.S. investors, pursuant to which the Company, in a private placement offering (the “Offering”), agreed to issue and sell to the investors an aggregate of: (i) 12,500,000 shares of the Company’s Common Stock, at a price of $0.40 per share; and (ii) warrants (the “Warrants”) to purchase 12,500,000 Company’s Common Stock. The Warrants are exercisable immediately and for a term of 18 months and have an exercise price of $0.40 per share. The aggregate gross proceeds from the Offering were approximately $5,000. On May 11, 2021, the Company signed a Service Agreement with a third party according to which the service provider agreed to provide the Company with financial and project oversight services with respect to the Securities Purchase Agreements relating to the Offering. Pursuant to the agreement, the Company agreed to pay the service provider (1) 6% of the investment amounts received which amounted to $351 and (2) options to receive a number of units (each unit for a price of US$0.40 includes one share and one warrant with an exercise price of $0.40 per share) equal to 6% of the investment amount received, divided by 0.40. In the event that the investors that participated in the Offering will exercise their Warrants, the service provider shall be entitled to receive an additional payment of (1) 6% of the warrants exercised amounts received and (2) options to receive a number of units equal to 6% of the warrants exercised amounts received, divided by $0.40. The fair value of options was estimated at the dates of grant and as of June 30, 2021 using the Black-Scholes option pricing model. The following are the data and assumptions used: June 30, May 11, Dividend yield 0 0 Expected volatility (%) (*) 34.89 % 34.89 % Risk-free interest rate (%) (**) 0.11 % 0.16 % Expected term of options (years) (***) 1.36 1.5 Exercise price (US dollars) 0.4 0.4 Share price (US dollars) 0.3775 0.32 Fair value (USD in thousands) 79 44 The fair value of the options as of May 11, 2021 in the amount of $44 was classified as issuance expenses. Changes to the fair value of the options are recorded as interest expenses in the statements of comprehensive income (loss). |
Stock Options
Stock Options | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 5 – STOCK OPTIONS The following table presents the Company’s stock option activity during the six months ended June 30, 2021: Number of Weighted Outstanding at December 31,2020 995,000 2.70 Granted - - Exercised - - Forfeited or expired - - Outstanding at June 30,2021 995,000 2.70 Number of options exercisable at June 30, 2021 895,000 2.81 The aggregate intrinsic value of the awards outstanding as of June 30, 2021 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.38 as of June 30, 2021, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. The stock options outstanding as of June 30, 2021, have been separated into exercise prices, as follows: Exercise price Stock Weighted average Stock As of March 31, 2021 2.25 400,000 1.45 300,000 3 595,000 1.05 595,000 995,000 895,000 The stock options outstanding as of December 31, 2020, have been separated into exercise prices, as follows: Exercise price Stock Weighted Stock As of December 31, 2020 2.25 400,000 1.70 300,000 3 595,000 1.30 595,000 995,000 895,000 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period ended June 30, 2021 was $38 and are included in General and Administrative expenses in the Statements of Operations. On May 27, 2021, the board of directors of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which the Company may issue awards, from time to time, consisting of non-qualified stock options, restricted stock grants and restricted stock units. In addition, stock option awards that qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 (the “ITO”), and/or under Section 3(i) of the ITO, may be granted. |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Collaboration Agreement [Abstract] | |
COLLABORATION AGREEMENT | NOTE 6 – COLLABORATION AGREEMENT On January 29, 2021, the Company, through its wholly owned subsidiary Duke Israel and Elbit Systems Land Ltd., an Israeli corporation (“Elbit”), entered into a collaboration agreement (the “Agreement”) for the global marketing and sales, and the production and further development of Duke Israel’s developed advanced robotic system mounted on an Unmanned Aerial Solution (“UAS”), armed with lightweight firearms, which the Company markets under the commercial name “TIKAD.” Pursuant to the Agreement, Duke Israel granted Elbit a worldwide exclusive license for the use of Duke Israel’s know-how and intellectual property and the marketing, sales, production, and further development of the TIKAD for military, defense, homeland security, and para-military uses. As consideration for granting the worldwide exclusive license, Elbit will pay Duke royalties from revenues received from worldwide sales of TIKAD, with royalty rates ranging from low to mid-double-figure percentages, depending on the tiers of the selling price of TIKAD, for a period starting from the date of the Agreement until 15 years following receipt of $50,000 in cumulative revenues from sales of TIKAD units. In addition, Duke Israel agreed to pay Elbit similar rates of royalties for revenues received by Duke Israel from sales of its advanced robotic system for civil use, if such systems will include new know-how developed by Elbit. Pursuant to the terms of the Agreement, the parties also agreed to cooperate in continuing a project (the “Project”) that has already started with a customer in the Asia Pacific region. Per the agreement, Duke Israel shall be entitled to portion of the revenues generated in the Evaluation Phase of the Project. In addition, Elbit has agreed to invest, at its discretion and pursuant to certain milestones, in the further development and setting up of serial production lines of TIKAD, and may elect to increase such investment subject to the satisfaction of certain criteria, including Elbit’s right to terminate the Agreement if, for example, the Project is cancelled by the customer. Such investment amounts will be made into Elbit’s owned assets and production lines of TIKAD. Elbit will recoup 50% of its investment amount, up to $6,000, by offsetting 50% of royalty payments that may be due to Duke Israel. In addition to the above Elbit paid Duke Israel an upfront fee at the time of signing the Agreement for transfer of the engineering material and support for transferring the required information to Elbit. The upfront fee was recorded as revenues as of June 30, 2021. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 7 – RELATED PARTIES A. Transactions and balances with related parties Six months ended June 30 2021 2020 General and administrative expenses: Directors and Officers compensation (*) 106 71 (*) Share base compensation 84 - Financing: Financing expense 4 63 Financing income - 75 B. Balances with related parties: As of As of 2021 2020 Other accounts liabilities 17 19 Stockholders loans 272 268 Convertible loans - 972 C. On March 25, 2021, the Board of Directors appointed Yossi Balucka to serve as its Chief Executive Officer. Mr. Balucka is entitled to a monthly fee of NIS30,000 (approximately $9,100), reimbursement of expenses and discretionary performance bonus. In conjunction with the appointment of Mr. Balucka, the Company issued to Mr. Balucka options to purchase 450,000 shares of the Company’s commons stock at an exercise price of $0.0001 per share, subject to and in accordance with the terms and conditions of an Option Plan . The options shall vest over a three year period, with 50% of the options to vest on the first anniversary of the grant date, and the balance of 50% of the options to vest in equal parts on the second and third anniversary of the grant date, respectively, subject to the Mr. Balucka providing continued services to the Company. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 0.07%, a volatility factor of 34.89%, dividend yields of 0% and an expected life of 5 years. Total share based compensation expenses during the six months ended June 30, 2021 amounted to $84. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On July 13, 2021, the Board of Directors of the Company approved the issuance of options to purchase 2,445,443 shares of the Company’s Common Stock to certain employees, directors and services providers, under the Company’s 2021 Plan. Options to purchase 1,629,443 shares of Common Stock shall vest as follows: 50% on the first anniversary of the grant date, 25% after the second anniversary of the grant and 25% after the third anniversary of the grant date, and shall be exercisable for an exercise price of $0.38 per share. Options to purchase 450,000 shares of Common Stock shall vest as follows: 50% on the first anniversary of the grant date, 25% after the second anniversary of the grant and 25% after the third anniversary of the grant date, and shall be exercisable for an exercise price of $0.0001 per share. Options to purchase 366,000 shares of Common Stock shall fully vest on the first anniversary of the grant date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Derivative Liabilities and Fair Value of Financial Instruments | Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under Accounting Standards Codification (“ASC”) 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - - - Total liabilities - - - - Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 48 48 Total liabilities - - 48 48 The following table presents the changes in fair value of the level 3 liabilities for the six months ended June 30, 2021: Fair value of component Outstanding at January 1,2021 48 Fair value of issued level 3 liability - Fair value of repaid level 3 liability (181 ) Changes in fair value 133 Outstanding at June 30,2021 - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 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”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance, but does not expect it to have a material impact on its financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities that are measured at fair value | Balance as of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - - - Total liabilities - - - - Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 48 48 Total liabilities - - 48 48 |
Schedule of changes in fair value | Fair value of component Outstanding at January 1,2021 48 Fair value of issued level 3 liability - Fair value of repaid level 3 liability (181 ) Changes in fair value 133 Outstanding at June 30,2021 - |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of data and assumptions used as of the balance sheet date | December 31, Common stock price 0.25 Expected volatility 34.89 % Expected term 2.19 years Risk free rate 0.17 % Forfeiture rate 0 % Expected dividend yield 0 % December 31, Common stock price 0.374 Expected volatility 37 % Expected term 1 year Risk free rate 0.43 % Forfeiture rate 0 % Expected dividend yield 0 % |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of fair value of options | June 30, May 11, Dividend yield 0 0 Expected volatility (%) (*) 34.89 % 34.89 % Risk-free interest rate (%) (**) 0.11 % 0.16 % Expected term of options (years) (***) 1.36 1.5 Exercise price (US dollars) 0.4 0.4 Share price (US dollars) 0.3775 0.32 Fair value (USD in thousands) 79 44 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Number of Weighted Outstanding at December 31,2020 995,000 2.70 Granted - - Exercised - - Forfeited or expired - - Outstanding at June 30,2021 995,000 2.70 Number of options exercisable at June 30, 2021 895,000 2.81 |
Schedule of stock options outstanding | Exercise price Stock Weighted average Stock As of March 31, 2021 2.25 400,000 1.45 300,000 3 595,000 1.05 595,000 995,000 895,000 Exercise price Stock Weighted Stock As of December 31, 2020 2.25 400,000 1.70 300,000 3 595,000 1.30 595,000 995,000 895,000 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of transactions and balance with related parties | Six months ended June 30 2021 2020 General and administrative expenses: Directors and Officers compensation (*) 106 71 (*) Share base compensation 84 - Financing: Financing expense 4 63 Financing income - 75 |
Schedule of balance with related parties | As of As of 2021 2020 Other accounts liabilities 17 19 Stockholders loans 272 268 Convertible loans - 972 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2021 | May 05, 2021 | Mar. 04, 2020 | Jun. 25, 2020 | Apr. 30, 2020 | Jun. 30, 2021 | Apr. 29, 2020 |
General (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Conversion of common shares, description | On April 30, 2020, the Company filed a Registration Statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on June 19, 2020, which registered: (i) 63,856 shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), that were issued to certain stockholders of Duke Inc. upon the consummation of the Short-Form Merger; (ii) 14,614,751 shares of Common Stock of certain selling stockholders named in the Registration Statement on Form S-1; and (iii) 3,649,733 shares of Common Stock issuable upon conversion of Convertible Notes (see Note 6 below). | ||||||
Description of debt cancellation letters | Pursuant to the Debt Cancellation Letters, 842,135 shares of the Duke Inc. common stock (1,046,016 shares post Exchange Ratio) were issued in exchange for the cancellation of $623 in debt, leaving $280 of outstanding Stockholders Loans. These Stockholders Loans, including interest (which shall bear an annual fixed interest rate of 3% as of January 1, 2020), shall be repaid at the date upon which the Company raises at least $15 million and has achieved earnings before interest, tax, depreciation and amortization of $3 million, but not before the three year anniversary of the Effective Time and the full repayment of the amounts outstanding under certain convertible loan agreements in the aggregate amount of $965 (each, a “Convertible Loan Agreement”) (see Note 6B) entered into at the Effective Time, unless such repayment is otherwise waived by the parties to the Investors’ Loan; (ii) Loans made from Duke to an executive officer and a former executive officer, who are also stockholders were extinguished in connection with the Debt Cancellation Letters; (iii) Duke issued a consultant 1,146,005 shares of the Duke Inc. common stock (1,423,453 shares post Exchange Ratio), at par value, regarding services rendered to Duke Inc. The fair value of the shares issued was estimated at $429 and were recorded to share based compensation expenses.; and (iv) a convertible loan agreement in amount of $400 bearing an annual interest rate of 6%, including accumulated interest in amount of $48, was converted into 700,000 shares of Duke Inc. common stock (869,470 shares post Exchange Ratio) | ||||||
Loan amount (in Dollars) | $ 130 | ||||||
Interest rate | 6.00% | ||||||
Outstanding principal balance (in Dollars) | $ 100 | $ 35 | |||||
Conversion of shares | 295,759 | 347,594 | |||||
Share exchange agreement, description | the Company issued an aggregate of 28,469,065 shares of Common Stock to the Duke Inc. stockholders in exchange for 22,920,107 shares of Duke’s Inc. issued and outstanding shares of common stock, representing approximately 99% of Duke’s Inc. issued and outstanding shares of common stock. Accordingly, each outstanding share of Duke Inc. common stock was exchanged for the right to receive 1.2421 shares of the Company’s common stock (the “Exchange Ratio”). Of the shares of Duke Inc. common stock that were exchanged for shares of the Company’s common stock, 51,410 (representing 63,856 shares of the Company’s common stock post-Share Exchange) were issued but remained in escrow until the Company completed the Short-Form Merger (as defined hereunder) | ||||||
Securities Exchange Agreements [Member] | |||||||
General (Details) [Line Items] | |||||||
Interest rate | 8.00% | ||||||
Cancellation of existing debentures amount (in Dollars) | $ 658 | ||||||
Issuance of new debentures amount (in Dollars) | $ 400 | ||||||
Shares of common stock issued | 9,623,621 | ||||||
Conversion price (in Dollars per share) | $ 0.374 | ||||||
Duke Inc. stockholders [Member] | |||||||
General (Details) [Line Items] | |||||||
Shares issued | 63,856 | ||||||
Ownership percentage | 71.00% | ||||||
Alpha Capital Anstalt [Member] | Securities Exchange Agreements [Member] | |||||||
General (Details) [Line Items] | |||||||
Shares of common stock issued | 698,755 | ||||||
GreenBlock Capital LLC [Member] | Securities Exchange Agreements [Member] | |||||||
General (Details) [Line Items] | |||||||
Shares of common stock issued | 65,198 | ||||||
Debt instrument, term | 3 years | ||||||
Convertible Loans [Member] | |||||||
General (Details) [Line Items] | |||||||
Loan amount (in Dollars) | $ 965 | ||||||
Interest rate | 15.00% | ||||||
Convertible loan agreements, description | The investors had the option to convert the respective unpaid balance of their loan into shares of USDR’s Common Stock based on the lower of the following valuations: (i) the lowest effective price per share set in connection with any funds raised by USDR during the six months following the Share Exchange; (ii) 80% of the lowest effective price per share set in connection with any funds raise by USDR at any time subsequent to six months following the Share Exchange until such time as the Investors’ Loans are fully repaid; (iii) a price per share reflecting a post-money valuation of USDR of $15 million following the next investment in USDR following closing; or (iv) if at any time following the 6 month anniversary of the closing of the Share Exchange and until such time as the Investors’ Loans are fully repaid, USDR sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues any common stock entitling any person to acquire shares of common stock at an effective price per share that is lower than $0.374. | ||||||
Chief Executive Officer [Member] | |||||||
General (Details) [Line Items] | |||||||
Accrued outstanding (in Dollars) | $ 32 | ||||||
Stock options | 25,000 | ||||||
Conversion of shares | 45,968 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities that are measured at fair value - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value of Convertible Component in Convertible Loan [Member] | ||
Liabilities: | ||
Total liabilities | $ 48 | |
Total liabilities [Member] | ||
Liabilities: | ||
Total liabilities | 48 | |
Level 1 [Member] | Fair Value of Convertible Component in Convertible Loan [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 1 [Member] | Total liabilities [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 2 [Member] | Fair Value of Convertible Component in Convertible Loan [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 2 [Member] | Total liabilities [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | Fair Value of Convertible Component in Convertible Loan [Member] | ||
Liabilities: | ||
Total liabilities | 48 | |
Level 3 [Member] | Total liabilities [Member] | ||
Liabilities: | ||
Total liabilities | $ 48 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of changes in fair value $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of changes in fair value [Abstract] | |
Outstanding at January 1,2021 | $ 48 |
Fair value of issued level 3 liability | |
Fair value of repaid level 3 liability | (181) |
Changes in fair value | 133 |
Outstanding at June 30,2021 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | May 14, 2021 | May 11, 2021 | May 05, 2021 | Feb. 28, 2021 | Jun. 30, 2021 | May 18, 2021 | May 17, 2021 | Dec. 31, 2020 |
Convertible Notes (Details) [Line Items] | ||||||||
Shares converted (in Shares) | 295,759 | 347,594 | ||||||
Principal amount | $ 100,000 | $ 35,000 | ||||||
Accrued interest | $ 111,000 | |||||||
Interest amount | $ 109,000 | |||||||
Debentures | 0 | |||||||
Derivative value | $ 26 | |||||||
Post money valuation | $ 15,000,000 | |||||||
Face amount | $ 130,000 | |||||||
Securities Exchange Agreements [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Agreement, description | Alpha and GBC to respectively cancel existing debentures or debt in the total amount of $658 and in exchange issue the New Debentures in the aggregate amount of $400 and issue 698,755 and 65,198 shares of Common Stock to each of Alpha and GBC, respectively. The New Debentures mature three years from the Effective Date in amount of $400, bear interest at a rate of 8% per year and are only convertible into shares of Common Stock, at an original conversion price of $0.3740; provided, however, that such Original Conversion Price was to be adjusted downward in the event of a Dilutive Event. In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment was to occur immediately after the completion of such period. | |||||||
Convertible Loan Agreement [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Convertible loan agreement, description | the Company entered into several Convertible Loan Agreements, on the same terms, in the aggregate amount of $965. The terms of the Convertible Loan Agreements required repayment of the borrowed amount by the one-year anniversary of the Effective Time, unless, at our discretion, and subject to its compliance with any and all terms of the material terms of the Convertible Loan Agreements, the term of such loans is extended for an additional twelve (12) month period. The terms of the Convertible Loan Agreements also provided that we may repay any portion of the remaining outstanding loan amount, without penalty, provided, however, that the Company provides the specific lender with three business days’ written notice prior to such repayment, during which time the lender may elect to convert any or all of the outstanding loan amount into shares of Common Stock. The Convertible Loan Agreements bore simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar month. | |||||||
Third Party Appraiser [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Face amount | $ 200,000 | |||||||
Accrued interest | $ 215,000 | |||||||
Shares converted (in Shares) | 575,044 | |||||||
Third Party Appraiser One [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Derivative value | $ 22,000 | |||||||
Interest rate | 80.00% | |||||||
Convertible Loans [Member] | ||||||||
Convertible Notes (Details) [Line Items] | ||||||||
Principal amount | $ 835,000 | $ 835,000 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of data and assumptions used as of the balance sheet date | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Third Party Appraiser [Member] | |
Convertible Notes (Details) - Schedule of data and assumptions used as of the balance sheet date [Line Items] | |
Common stock price (in Dollars per share) | $ 0.25 |
Expected volatility | 34.89% |
Expected term | 2 years 2 months 8 days |
Risk free rate | 0.17% |
Forfeiture rate | 0.00% |
Expected dividend yield | 0.00% |
Third Party Appraiser One [Member] | |
Convertible Notes (Details) - Schedule of data and assumptions used as of the balance sheet date [Line Items] | |
Common stock price (in Dollars per share) | $ 0.374 |
Expected volatility | 37.00% |
Expected term | 1 year |
Risk free rate | 0.43% |
Forfeiture rate | 0.00% |
Expected dividend yield | 0.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ in Thousands | May 11, 2021 | May 11, 2021 | May 18, 2021 | Mar. 02, 2021 | Feb. 12, 2021 |
Shareholders' Equity (Details) [Line Items] | |||||
Shares issued | 225,265 | 225,265 | 225,265 | ||
Purchase agreements description | the Company entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with eight (8) non-U.S. investors, pursuant to which the Company, in a private placement offering (the “Offering”), agreed to issue and sell to the investors an aggregate of: (i) 12,500,000 shares of the Company’s Common Stock, at a price of $0.40 per share; and (ii) warrants (the “Warrants”) to purchase 12,500,000 Company’s Common Stock. The Warrants are exercisable immediately and for a term of 18 months and have an exercise price of $0.40 per share. The aggregate gross proceeds from the Offering were approximately $5,000. | ||||
Classified as issuance expenses (in Dollars) | $ 44 | ||||
Service Agreements [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Commitments contingency, description | (1) 6% of the investment amounts received which amounted to $351 and (2) options to receive a number of units (each unit for a price of US$0.40 includes one share and one warrant with an exercise price of $0.40 per share) equal to 6% of the investment amount received, divided by 0.40. In the event that the investors that participated in the Offering will exercise their Warrants, the service provider shall be entitled to receive an additional payment of (1) 6% of the warrants exercised amounts received and (2) options to receive a number of units equal to 6% of the warrants exercised amounts received, divided by $0.40. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of fair value of options - Option [Member] - USD ($) $ / shares in Units, $ in Thousands | May 11, 2021 | Jun. 30, 2021 |
Shareholders' Equity (Details) - Schedule of fair value of options [Line Items] | ||
Dividend yield | $ 0 | $ 0 |
Expected volatility (%) (*) | 34.89% | 34.89% |
Risk-free interest rate (%) (**) | 0.16% | 0.11% |
Expected term of options (years) (***) | 1 year 6 months | 1 year 4 months 9 days |
Exercise price (US dollars) | $ 0.4 | $ 0.4 |
Share price (US dollars) | $ 0.32 | $ 0.3775 |
Fair value (USD in thousands) | $ 44 | $ 79 |
Stock Options (Details)
Stock Options (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Aggregate intrinsic value | $ 0 |
Weighted exercise price (in Dollars per share) | $ / shares | $ 0.38 |
General and administrative expenses | $ 38 |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of stock option activity | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Number of Options Outstanding at Beginning Balance | shares | 995,000 |
Weighted Average Exercise Price Outstanding at Beginning Balance | $ / shares | $ 2.70 |
Number of Options Granted | shares | |
Weighted Average Exercise Price Granted | $ / shares | |
Number of Options Exercised | shares | |
Weighted Average Exercise Price Exercised | $ / shares | |
Number of Options Forfeited or expired | shares | |
Weighted Average Exercise Price Forfeited or expired | $ / shares | |
Number of Options Outstanding at Ending Balance | shares | 995,000 |
Weighted Average Exercise Price Outstanding at Ending Balance | $ / shares | $ 2.70 |
Number of Options Number of options exercisable | shares | 895,000 |
Weighted Average Exercise Price Number of options exercisable | $ / shares | $ 2.81 |
Stock Options (Details) - Sch_2
Stock Options (Details) - Schedule of stock options outstanding - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock Options (Details) - Schedule of stock options outstanding [Line Items] | ||
Exercise price (in Dollars per share) | ||
Stock options outstanding | 995,000 | 995,000 |
Weighted average remaining contractual life - years | ||
Stock options vested | 895,000 | 895,000 |
Exercise Price 2.25 [Member] | ||
Stock Options (Details) - Schedule of stock options outstanding [Line Items] | ||
Exercise price (in Dollars per share) | $ 2.25 | $ 2.25 |
Stock options outstanding | 400,000 | 400,000 |
Weighted average remaining contractual life - years | 1 year 5 months 12 days | 1 year 8 months 12 days |
Stock options vested | 300,000 | 300,000 |
Exercise Price 3 [Member] | ||
Stock Options (Details) - Schedule of stock options outstanding [Line Items] | ||
Exercise price (in Dollars per share) | $ 3 | $ 3 |
Stock options outstanding | 595,000 | 595,000 |
Weighted average remaining contractual life - years | 1 year 18 days | 1 year 3 months 18 days |
Stock options vested | 595,000 | 595,000 |
Collaboration Agreement (Detail
Collaboration Agreement (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Collaboration Agreement [Abstract] | |
Agreement term | 15 years |
Revenues from sale | $ 50,000 |
Recoup on investment | 50.00% |
Investment amount | $ 6,000 |
Royalty payments | 50.00% |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Mar. 25, 2021USD ($)$ / sharesshares | Mar. 25, 2021ILS (₪)shares | Jun. 30, 2021USD ($) | |
Related Parties (Details) [Line Items] | |||
Monthly fees | $ 9,100 | ₪ 0 | |
Purchase shares of common stock (in Shares) | shares | 450,000 | 450,000 | |
Exercise price per share (in Dollars per share) | $ / shares | $ 0.0001 | ||
First Anniversary [Member] | |||
Related Parties (Details) [Line Items] | |||
Options vest | 50.00% | ||
Second and Third Anniversary [Member] | |||
Related Parties (Details) [Line Items] | |||
Options vest | 50.00% | ||
Options [Member] | |||
Related Parties (Details) [Line Items] | |||
Risk free rate | 0.07% | ||
Volatility factor | 34.89% | ||
Dividend yields | 0.00% | ||
Expected life | 5 years | ||
Share based compensation expenses (in Dollars) | $ | $ 84 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of transactions and balance with related parties - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
General and administrative expenses: | ||
Directors and Officers compensation (*) | $ 106 | $ 71 |
(*) Share base compensation | 84 | |
Financing: | ||
Financing expense | 4 | 63 |
Financing income | $ 75 |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of balance with related parties - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of balance with related parties [Abstract] | ||
Other accounts liabilities | $ 17 | $ 19 |
Stockholders loans | $ 272 | 268 |
Convertible loans | $ 972 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 13, 2021shares |
Subsequent Events (Details) [Line Items] | |
Options to purchase shares of common stock | 2,445,443 |
Subsequent event, description | Options to purchase 1,629,443 shares of Common Stock shall vest as follows: 50% on the first anniversary of the grant date, 25% after the second anniversary of the grant and 25% after the third anniversary of the grant date, and shall be exercisable for an exercise price of $0.38 per share. Options to purchase 450,000 shares of Common Stock shall vest as follows: 50% on the first anniversary of the grant date, 25% after the second anniversary of the grant and 25% after the third anniversary of the grant date, and shall be exercisable for an exercise price of $0.0001 per share. Options to purchase 366,000 shares of Common Stock shall fully vest on the first anniversary of the grant date. |