Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | TODOS MEDICAL LTD. |
Entity Central Index Key | 1,645,260 |
Trading Symbol | TOMDF |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 70,087,141 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 683,202 | $ 439,077 |
Restricted cash | 10,099 | |
Other current assets | 19,754 | 20,874 |
Total current assets | 713,055 | 459,951 |
Property and equipment, net | 103,374 | 123,861 |
Total assets | 816,429 | 583,812 |
Current liabilities: | ||
Liability for minimum royalties | 135,000 | 85,000 |
Accounts payable | 21,874 | |
Other current liabilities | 109,791 | 28,303 |
Total current liabilities | 244,791 | 135,177 |
Non-current liabilities: | ||
Long-term loans from shareholders | 659,526 | 592,868 |
Liability for minimum royalties - long-term | 188,000 | |
Derivative warrant liability | 1,063,745 | 259,716 |
Total non-current liabilities | 1,911,271 | 852,584 |
Commitments and contingent liabilities | ||
Shareholders' deficit: | ||
Preferred Shares of NIS 0.01 par value each: Authorized: 10,000,000 shares at December 31, 2017 and 2016. Issued and outstanding: 0 shares and 3,333,471 shares at December 31, 2017 and 2016, respectively | 9,424 | |
Ordinary Shares of NIS 0.01 par value each: Authorized: 990,000,000 shares at December 31, 2017 and 2016. Issued and outstanding: 70,087,141 shares and 63,577,734 shares at December 31, 2017 and 2016, respectively | 184,961 | 166,723 |
Additional paid-in capital | 3,711,218 | 1,980,344 |
Accumulated deficit | (5,235,812) | (2,560,440) |
Total shareholders' deficit | (1,339,633) | (403,949) |
Total liabilities and shareholders' deficit | $ 816,429 | $ 583,812 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - ₪ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | ₪ 0.01 | ₪ 0.01 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 3,333,471 |
Preferred stock, shares outstanding | 0 | 3,333,471 |
Common Stock, Par or Stated Value Per Share | ₪ 0.01 | ₪ 0.01 |
Common stock, shares authorized | 990,000,000 | 990,000,000 |
Common Stock, Shares, Issued | 70,087,141 | 63,577,734 |
Common stock, shares, outstanding | 70,087,141 | 63,577,734 |
Statements of Loss
Statements of Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Research and development expenses, net | $ 720,527 | $ 317,907 | $ 374,023 |
General and administrative expenses | 617,087 | 410,982 | 456,957 |
Operating loss | (1,337,614) | (728,889) | (830,980) |
Financing income (expenses), net | (1,337,758) | 75,428 | 12,439 |
Net loss | $ (2,675,372) | $ (653,461) | $ (818,541) |
Basic and diluted net loss per share | $ (0.04) | $ (0.01) | $ (0.02) |
Basic and diluted weighted average number of ordinary shares outstanding | 68,587,261 | 62,467,556 | 45,190,017 |
Statements of Changes in Shareh
Statements of Changes in Shareholder's Deficit - USD ($) | Total | Preferred shares, NIS 0.01 Par Value | Ordinary shares, NIS 0.01 Par Value | Receipts on account of shares | Additional paid-in capital | Accumulated deficit |
BALANCE at Dec. 31, 2014 | $ (587,693) | $ 8,562 | $ 89,492 | $ 57,356 | $ 345,335 | $ (1,088,438) |
BALANCE, Share at Dec. 31, 2014 | 3,000,000 | 33,352,200 | 57,356 | |||
CHANGES DURING THE YEAR ENDED | ||||||
Issuance of ordinary shares, net of issuance expenses | 659,485 | $ 62,395 | 597,090 | |||
Issuance of ordinary shares, net of issuance expenses, Share | 24,479,800 | |||||
Stock-based compensation | 219,239 | $ 248 | $ 2,539 | 216,452 | ||
Stock-based compensation, shares | 96,195 | 1,000,000 | ||||
Ordinary shares issued, for previous receipts for shares | $ 355 | (57,356) | 57,001 | |||
Ordinary shares issued, for previous receipts for shares, shares | 123,900 | |||||
Net loss for the year | (818,541) | (818,541) | ||||
BALANCE at Dec. 31, 2015 | (527,510) | $ 8,810 | $ 154,781 | 1,215,878 | (1,906,979) | |
BALANCE shares at Dec. 31, 2015 | 3,096,195 | 58,955,900 | 0 | |||
CHANGES DURING THE YEAR ENDED | ||||||
Issuance of ordinary shares, net of issuance expenses | 566,569 | $ 11,669 | 554,900 | |||
Issuance of ordinary shares, net of issuance expenses, Share | 4,518,406 | |||||
Exercise of stock options | 273 | $ 273 | ||||
Exercise of stock options, shares | 103,428 | |||||
Stock-based compensation | 161,430 | $ 614 | 160,816 | |||
Stock-based compensation, shares | 237,276 | |||||
Stock-based compensation for consulting services | 48,750 | 48,750 | ||||
Stock-based compensation for consulting services, shares | ||||||
Net loss for the year | (653,461) | (653,461) | ||||
BALANCE at Dec. 31, 2016 | (403,949) | $ 9,424 | $ 166,723 | 1,980,344 | (2,560,440) | |
BALANCE shares at Dec. 31, 2016 | 3,333,471 | 63,577,734 | 0 | |||
CHANGES DURING THE YEAR ENDED | ||||||
Exercise of warrants, net of issuance expenses (see Note 8) | 1,063,100 | $ 4,625 | 1,058,475 | |||
Exercise of warrants, net of issuance expenses (see Note 8), shares | 1,665,000 | |||||
Issuance of ordinary shares, net of issuance expenses | 562,553 | $ 3,015 | 559,538 | |||
Issuance of ordinary shares, net of issuance expenses, Share | 1,061,125 | |||||
Exercise of stock options | 226 | $ 226 | ||||
Exercise of stock options, shares | 81,432 | |||||
Stock-based compensation | 110,008 | $ 51 | 109,957 | |||
Stock-based compensation, shares | 18,379 | |||||
Conversion of preferred shares into ordinary shares | $ (9,475) | $ 9,475 | ||||
Conversion of preferred shares into ordinary shares, shares | (3,351,850) | 3,351,850 | ||||
Stock-based compensation for consulting services | 3,801 | $ 897 | 2,904 | |||
Stock-based compensation for consulting services, shares | 350,000 | |||||
Net loss for the year | (2,675,372) | (2,675,372) | ||||
BALANCE at Dec. 31, 2017 | $ (1,339,633) | $ 184,961 | $ 3,711,218 | $ (5,235,812) | ||
BALANCE shares at Dec. 31, 2017 | 70,087,141 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (2,675,372) | $ (653,461) | $ (818,541) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 24,083 | 20,695 | 11,898 |
Liability for minimum royalties | 238,000 | 50,000 | 35,000 |
Changes in fair value of warrants liability | 1,101,229 | (117,577) | (35,188) |
Stock-based compensation | 113,758 | 210,180 | 219,239 |
Inducement related to warrants exercised (see Note 8) | 166,500 | ||
Financing expenses of long-term loans and other NIS denominated balances | 66,658 | 7,962 | (8,201) |
Decrease in other current assets | 1,120 | 6,143 | 37,374 |
Increase (decrease) in accounts payables | (21,874) | 14,491 | (7,995) |
Decrease (increase) in other current liabilities | 81,488 | (7,822) | (48,240) |
Net cash used in operating activities | (904,410) | (469,389) | (614,654) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (3,596) | (34,971) | (117,788) |
Restricted cash | (10,099) | ||
Net cash used in investing activities | (13,695) | (34,971) | (117,788) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds allocated to ordinary shares, net | 562,604 | 566,569 | 659,485 |
Proceeds allocated to warrants | 244,446 | 168,035 | |
Proceeds from exercise of warrants, net | 599,400 | ||
Proceeds from exercise of stock options | 226 | 273 | |
Repayments of shareholders loans | (23,529) | ||
Net cash provided by financing activities | 1,162,230 | 787,759 | 827,520 |
INCREASE IN CASH AND CASH EQUIVALENTS | 125,244 | 283,399 | 95,078 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 439,077 | 155,678 | 60,600 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 683,202 | 439,077 | 155,678 |
Supplemental disclosure of non-cash activities: | |||
Fair value of warrants liability classified to equity in connection with warrants exercised during the period (see Note 8) | 297,200 | ||
During the reported period, the entire balance of preferred shares were converted into ordinary shares (see Note 10) | $ 9,424 |
General
General | 12 Months Ended |
Dec. 31, 2017 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL A. Operations Todos Medical Ltd. (the “Company”) was incorporated under the laws of Israel and commenced its operations on April 22, 2010. The Company engages in the development of a series of patient-friendly blood tests for the purpose of early detection of a variety of cancers. The method incorporates biochemistry, physics and signal processing and is based on the cancer’s influence on the immune system which triggers biochemical changes in peripheral blood mononuclear cells. These changes are measured by spectroscopy and examined through a processing algorithm. The Company’s products in development currently consist of individual kits being developed for blood test detection of breast cancer (TB), and colorectal cancer (TC). Since inception, the Company’s operations have been limited to developing the products and raising capital to fund this development. The Company has not generated any revenues to date. On January 27, 2016, the Company incorporated a wholly owned subsidiary in Singapore under the name: Todos Medical (Singapore) Pte Ltd. (“Todos Singapore”) for the purpose of conducting clinical trials in the future in Singapore and to obtain possible Singapore government grants to partially finance the conducting of such operations. As of December 31, 2017, Todos Singapore has not yet commenced its business operations and as a result, financial statements were not prepared. On March 18, 2016, the Company filed a Form F-1/A with the United States Securities Exchange Commission (“SEC”), applying for the registration of the Company’s shares. In August 2016, Company’s registration statements were declared effective and as of March 2017, the Company’s shares began to be quoted on OTCQB under the symbol TOMDF. B. Share split and bonus shares In March 2015, the board of directors approved a split of shares so that each 1 share of par value NIS 0.1 was split to 10 shares of par value NIS 0.01. In addition, during March 2015, the board of directors approved the grant of 29 bonus shares for each 1 share of the Company held by every shareholder. Unless otherwise noted, all shares and per share amounts for all periods prior to March 2015 have been retroactively restated to reflect the split and bonus shares issuance. C. Going concern uncertainty The Company devoted substantially all of its efforts to research and development and raising capital and has not yet generated any revenues. The development and commercialization of the Company’s products are expected to require substantial further expenditures. The Company has not yet generated any revenues from operations, and therefore it is dependent upon external sources for financing its operations. Since inception, the Company has incurred accumulated losses of $5,235,812, shareholders’ deficit of $1,339,633 and negative operating cash flow for all the periods since inception. Management has considered the significance of such condition in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to finance its operations through the sale of equity and to the extent available, short-term and long-term loans. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. D. Risk factors The Company has a limited operating history and faces a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Company’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Company’s future results. In addition, the Company expects to continue incurring significant operating costs and losses in connection with the development of its products and marketing efforts. The Company has not yet generated any revenues from its operations to fund its activities and therefore the Company is dependent on the receipt of additional funding in order to continue its operations (See Note 1 C). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). A. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the fair value measurement of the derivative warrants liability, stock based compensation and the going concern assumptions. B. Functional currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S dollar (“$” or “dollar”). Thus, the functional currency of the Company is the dollar (which is also the reporting currency of the Company). C. Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. D. Restricted Cash Restricted cash is invested in certificates of deposit, which are used to secure the Company’s line of credit E. Property, plant and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss. Rate of depreciation % Laboratory equipment 15 Furniture and equipment 7-15 Computers 33 Vehicle 15 F. Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 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 asset. 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 asset exceeds its fair value. To date the Company did not incur any impairment losses. G. Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowance in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets is amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2017, 2016 and 2015 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. H. Liability for employee rights upon retirement Israeli employees are entitled to severance pay of one month’s salary for each year of employment, or a portion thereof. The Company satisfies its full obligation with respect to its Israeli employees by contributing one month of the employees’ salary for each year of service into a fund managed by a third party. Neither the obligation, nor the amounts deposited on behalf of the employees for such obligation are recorded on the Balance Sheet, as the Company is legally released from the obligation to the employees once the amounts have been deposited. All deposits required through December 31, 2017 have been made. I. Research and development expenses Research and development expenses are charged to operations as incurred. Grants received by the Company from the Government of Israel through the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor (the “OCS”) for the development of approved projects are recognized as a reduction of expenses against the related costs incurred. J. Royalty-bearing grants Royalty-bearing grants from the OCS for funding approved research and development projects are recognized at the time the Company is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs - see Note 9A. and Note 12. The cumulative research and development grants received by the Company from inception through December 2017 amounted to $272,237. As of December 31, 2017, and 2016, the Company did not accrue for or pay any royalties to the OCS as no revenue has yet been generated. K. Basic and diluted loss per ordinary share Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of ordinary shares outstanding during the period. Securities that may participate in dividends with the ordinary shares (such as the convertible preferred shares) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company, in accordance with the guidance of ASC Topic 260-10. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. L. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. M. Fair Value Measurements The Company measures and discloses fair value in accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of the short-term liability relating to the warrants issued to the unit owners (see Note 2N and Note 8) falls under this category. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments. N. Warrants Liability During 2016 and 2015, the Company issued 4,518,406 and 3,106,000 warrants, respectively, to purchase shares of the Company’s ordinary-stock in connection with a Private Placement Memorandum (“PPM”, See also Note 10.F.). The Company accounted for these warrants as a liability measured at fair value due to a provision included in the warrants agreement that provides the warrants holders with an option to require the Company to purchase their warrants for cash in an amount equal to their Black-Scholes Option Pricing Model value (the Black-Scholes Model), in the event that certain fundamental transactions (which some of them are not considered solely within the control of the Company) as defined in the warrant agreement, occur. The fair value of the warrants liability is estimated using the Black-Scholes Model which requires inputs such as the expected term of the warrants, share price volatility and risk-free interest rate. These assumptions are reviewed on a regular basis and changes in the estimated fair value of the outstanding warrants are recognized each reporting period in the “Financial Expense, net” line in operations. O. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. P. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. Q. Newly issued accounting pronouncements: Accounting Standards Update 2014-09 “Revenue from Contracts with Customers (Topic 606)” and Related Updates In May of 2014, the FASB issued Accounting Standards Update “ASU” 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides guidance for the recognition, measurement and disclosure of revenue related to the transfer of promised goods or services to customers. This update was effective for fiscal years beginning after December 15, 2016, for which early adoption was prohibited. However, in August of 2015, the FASB issued ASU 2014-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” deferring the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017 (the first quarter of fiscal year 2018 for the Company), and permitting early adoption of this update, but only for annual reporting periods beginning after December 15, 2016, and interim reporting periods within that reporting period. During 2016, the FASB issued several Accounting Standards Updates that focused on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance Obligations and Licensing. An entity should apply the amendments in this Accounting Standards using one of the following two methods: 1. retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. The Company intends to adopt Accounting Standards 2014-09 as of January 1, 2018. Management has evaluated the impact of ASU 2014-09 on its potential revenue streams and on its financial reporting and disclosures, if any and determined that since the company did not report any revenues from its inception, the adoption of ASU 2014-09 is not expected to have significant impact on its financial statements. Accounting Standards Update 2016 - 02 “ Leases (Topic 842): Section A – Leases: Amendments to the FASB Accounting Standards Codification; Section B – Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C – Background Information and Basis for Conclusions In February of 2016, the FASB issued Accounting Standards Update “ASU” 2016 - 02, “Leases (Topic 842): Section A – Leases: Amendments to the FASB Accounting Standards Codification; Section B – Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C – Background Information and Basis for Conclusions.” ASU 2016-02 amends guidance related to the recognition, measurement, presentation and disclosure of leases for lessors and lessees. This update is effective for fiscal years beginning after December 15, 2018, including the interim periods within those years, with early adoption permitted. The Company is in the process of evaluating the effect that ASU 2016-02 will have on the results of operations and financial statements. Accounting Standards Update 2016-13 “ Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASC Accounting Standards Update “ASU” 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 revised the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. This update is effective for fiscal years beginning after December 15, 2019, including the interim periods within those years, with early adoption permitted for fiscal years beginning after December 15, 2018, including interim periods within those years. Adoption is not expected to have a material effect on its results of operations, financial position, and cash flows. Accounting Standards Update (ASU) No. 2016-09 “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In March 30, 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation” (ASU 2016-09), which effects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. The Company adopted the new guidance prospectively effective January 1, 2017. This new guidance did not have a material impact on the Company’s financial statements. Accounting Standards Update (ASU) 2016-18, “ Statement of Cash Flows (Topic 230): “Restricted Cash” In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The new guidance is not expected to have a material impact on the Company’s financial statements. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 – OTHER CURRENT ASSETS As of December 31, 2017 2016 Governmental institutions $ 8,192 $ 5,764 Deposits 7,700 6,943 Others 3,862 8,167 $ 19,754 $ 20,874 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET As of December 31, 2017 2016 Laboratory equipment & other $ 139,093 $ 139,865 Computers 3,782 2,161 Vehicle 5,204 5,204 Furniture and equipment 13,046 10,299 161,125 157,529 Less - accumulated depreciation (57,751 ) (33,668 ) Total property and equipment, net $ 103,374 $ 123,861 Related depreciation expense was $24,083 in 2017, $20,695 in 2016 and $ 11,898 in 2015. |
Liability for Minimum Royalties
Liability for Minimum Royalties | 12 Months Ended |
Dec. 31, 2017 | |
Liability for Minimum Royalties [Abstract] | |
LIABILITY FOR MINIMUM ROYALTIES | NOTE 5 – LIABILITY FOR MINIMUM ROYALTIES At inception of the Company, the Company entered into a license agreement with B.G. Negev Technologies and Applications Ltd. (a wholly owned subsidiary of Ben Gurion University - Israel) and Mor Research Applications Ltd. (a wholly owned subsidiary of Clalit Medical Services - Israel) (the “Licensors”). According to the license agreement, future royalties would be paid to the Licensors (see also Note 9B). |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 6 – OTHER CURRENT LIABILITIES As of December 31, 2017 2016 Accrued payroll and related taxes $ 16,424 $ 16,464 Provision for vacation 5,392 4,862 Accrued expenses 87,975 3,691 Related parties - current account - 3,286 $ 109,791 $ 28,303 |
Long-Term Loans from Shareholde
Long-Term Loans from Shareholders | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Loans from Shareholders [Abstract] | |
LONG-TERM LOANS FROM SHAREHOLDERS | NOTE 7 – LONG-TERM LOANS FROM SHAREHOLDERS During the years 2011-2014, the Company received loans from shareholders (two separate lenders). The loans mature on December 31, 2019 and bear no interest. The loans are denominated in New Israel Shekels (NIS) and are linked to the Israeli consumer price index as of January 1, 2015. The loans may be prepaid by the Company from time to time according to the Company’s cash availability. During 2016, the Company repaid one of the lenders an aggregated amount of $23,529 on account of the loans. |
Derivative Warrants Liability
Derivative Warrants Liability | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Warrants Liability [Abstract] | |
DERIVATIVE WARRANTS LIABILITY | NOTE 8 – DERIVATIVE WARRANTS LIABILITY The Company allocated approximately $244,000 and $168,000, for the years ended December 31, 2016 and 2015, respectively, of proceeds from its units under the Private Placement Memorandum (“PPM”, See also Note 10.F. and 2.M.) to the fair value of 4,518,406 and 3,106,000 warrants issued during 2016 and 2015, respectively, in connection with the PPM that are classified as a liability. The warrants are classified as a liability because of provisions in such warrants that allow for the net cash settlement of such warrants in the event of certain fundamental transactions, as defined in the warrant agreement (some of which are not considered solely within the control of the Company). The remaining outstanding warrants and terms as of December 31, 2017 and 2016 is as follows: Issuance date Outstanding as of December 31, Outstanding as of December 31, 2017 Exercise Exercisable as of Exercisable Series (2015) 3,106,000 3,106,000 $ 0.5 3,106,000 May 2018 Series (2016) 4,518,406 2,853,406 $ 0.5 2,853,406 May 2019 5,959,406 As such certain conditions in the warrants agreements, do not meet the specific conditions for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of warrant liability at December 31, 2017 and December 31, 2016, was $ 1,063,745 and $ 259,716, respectively. As quoted prices in active markets for identical or similar warrants are not available, the Company uses directly observable inputs in the valuation of its derivative warrant liabilities (level 3 measurement). The Company uses the Black-Scholes valuation model to estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical dividend payments, which have been zero to date. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement. During April 2017, the Company offered to the holders of the warrants to decrease the exercise of their warrants by lowering the exercise price of the warrants from $0.5 per share to $0.4 until May 22, 2017. As a result of such offer, during May 2017, certain holders exercised 1,665,000 warrants into shares of common stock in a same number for a cash consideration of $666,000. The fair value of the inducement was measured in an amount of $166,500. Such amount was recognized as an additional financing expense in the Company’s Statement of Comprehensive Loss. As of the date of exercise, the fair value of the warrants exercised which amounted to $297,200 (after consideration of the effect of the inducement), which was previously presented as part of the derivative warrant liability, was reclassified to equity. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2017 and December 31, 2016: As of As of Series (2015) Series (2016) Series (2015) Series (2016) Share price (U.S. dollars) $ 0.59 $ 0.59 $ 0.15 $ 0.15 Exercise price (U.S. dollars) $ 0.5 $ 0.5 $ 0.5 $ 0.5 Expected volatility 67 % 67 % 100 % 100 % Risk-free interest rate 1.0 % 1.0 % 1.0 % 1.0 % Dividend yield — — — — Expected term (years) 0.37 0.77 1.37 2.25 Series Series (2016) Total Balances at December 31, 2016 $ 76,768 $ 182,948 $ 259,716 Exercised - (297,200 ) (297,200 ) Cancelled - - - Changes in fair value 477,648 623,581 1,101,229 Balances at December 31, 2017 $ 554,416 $ 509,329 $ 1,063,745 In accordance with ASC-820-10-50-2(g), the Company has performed a sensitivity analysis of the derivative warrant liabilities of the Company which are classified as level 3 financial instruments. The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary overtime, namely, the volatility and the risk-free rate. A 5.0% decrease in volatility would decrease the value of the warrants by $52,072; a 5.0% increase in volatility would increase the value of the warrants to $52,066. A 5.0% decrease or increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates. The Company estimates the share price of $0.59 as share value representative of the last price the Company raised capital from private issuers in October 2017. |
Commitment and Contingent Liabi
Commitment and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Commitment and Contingent Liabilities [Abstract] | |
COMMITMENT AND CONTINGENT LIABILITIES | NOTE 9 – COMMITMENT AND CONTINGENT LIABILITIES A. From 2012 through 2013, the Company received grants from the OCS (Office of the Chief Scientist) in the total amount of $162,017, for its plans to develop a series of patient-friendly blood tests that enable the early detection of a variety of cancers (the “Development Plan”). Such contingent obligation has no expiration date. During 2016, the OCS approved further grants (under same terms) up to a maximum amount of approximately $185,000, of which the Company received $110,220 during 2016. The receipt of such amounts is dependent on numerous conditions being met. No amounts were received during 2017. The Company is required to pay royalties to the OCS at a rate of 3% in the first three years and 3.5% starting from the fourth year, of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $272,237, plus annual interest equal to 12-month LIBOR applicable to dollar deposit. B. At inception of the Company, the Company entered into a license agreement with the Licensors in which the Company obtained an exclusive world-wide license to develop, research, commercialize, produce, market and sub-license, products based on the Licensors’ technology. The Company’s technology is built on this license which is therefore material to the Company. According to the license agreement, future royalties would be paid to the licensors based on the following royalty rates: On net sales of: % ● leukemia related products 3.0 ● other products 2.5 ● in certain limited circumstances, rates may be reduced to 2.0 On fixed sublicense income (with no sublicense income on sales by sub licensee): % ● leukemia related products 20.0 ● other products 15.0 On fixed sublicense income (with sublicense income on sales by sub licensee): % ● leukemia related products 10.0 ● other products 7.5 Without any connection to the Company’s sales, the Company is required to pay minimum royalties to the Licensors according to the following schedule (subject to the termination clause described below): 1. Year 2015 - $10,000 2. Year 2016 - $25,000 3. Year 2017 and on - $50,000 per year. In any specific year, the total royalties payable to the Licensors shall be the higher of: ● the regular royalties based on the royalty rates as described above and ● the minimum royalties. The minimum royalties will be paid to the Licensors regardless of whether the Company succeeds in generating revenues from sales of the products arising from the usage of the Licensors’ technology. The license agreement is for an unlimited term, unless terminated earlier by either of the parties. Each party is entitled to terminate the agreement as a result of a material breach or a failure to comply with a material term by the other party, as a result of liquidation or insolvency of the other party (“Termination for Cause”). In addition, the Company is entitled to terminate the agreement if at any time, during the period of 7 years following the effective date of the transaction, the Company, at its sole discretion, determines that commercialization of the leukemia licensed products is not commercially viable. After such period, the Company is not entitled to terminate this license agreement other than in accordance with the Termination for Cause provisions. As of December 31, 2017, the Company had not yet reached a determination regarding the probability of the commercialization of the licensed products. However, as this 7 years’ period already passed as of December 31, 2017, the Company accrued the amount of the non-cancellable minimum royalties and the future liability with respect to the commitment to pay minimum royalties to the Licensors for any future periods in a total amount of $323,000 of which $135,000 is considered as current liability and $188,000 is considered as non current. This balance was measured based on the future cash payments discounted using an interest rate of 21% which represents, according to management estimate, the applicable rate of risk for the Company. During 2017, the Company and the Licensors agreed on an amendment to the agreement in respect of the years 2015, 2016 and 2017 (in an aggregate amount of $85,000), according to which the minimum royalties payable to the Licensors shall be paid on the earlier of (i) August 1, 2017; and (ii) within 3 days following the date on which the Company shall have received an equity investment with net proceeds of not less than $10,000,000. As of December 31, 2017, the Company had not paid any of the minimum royalties to the Licensors. As of May 15 2018 the Company and the Licensor are negotiate to reanneal the agreement in respect of the amounts of the minimum royalties. C. In January 2015, the Company signed a one-year lease agreement for the lease of 108 sq.m. of office space in Rehovot, Israel for a monthly consideration of NIS 6,780 (approximately $1,750). The lease was renewed by the Company for an additional term of two years at NIS 7,000 (approximately $ 1,800) per month. Lease payments are linked to the Israeli CPI based on the CPI published on February 15, 2015, which until December 31, 2017, has not changed significantly. The total future lease commitments from January 2018 and onwards (until December 2018) is approximately NIS 84,000 ($24,000). D. In October 2015, the Company signed an agreement with a non-Israeli company to procure governmental and quasi-governmental grants to support the research and development of the Company. The agreed upon fee for such service is totally dependent on the success of obtaining such grants, so that the Company will never incur a net cost in this regard. After paying approximately $56,000, the Company will thereafter pay 10% of the grants received. During 2016, the Company received approximately $56,000, which was paid out as per the above-mentioned agreement. As of December 31, 2017, the Company did not receive and does not expected to receive any amounts regarding this agreement. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2017 | |
Shareholders' Deficit [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 10 – SHAREHOLDERS’ DEFICIT Convertible Preferred Shares: According to the Articles of Association, which were revised on August 9, 2015, each preferred share shall entitle its holder to the following rights, until such preferred share is converted into an ordinary share: (a) the right to receive notices and participate in general meetings, vote there at, receive dividends whenever they are paid on the ordinary shares and to receive liquidation dividends from the assets of the Company upon liquidation; (b) anti-dilution right that is not transferrable; and (c) the right to appoint one (1) director, provided that the holder holds 5% or more of the issued share capital of the Company. During the reported periods all the issued and outstanding preferred shares were held by Mr. Zigdon, the CEO of the Company. Each preferred share shall be automatically converted into one ordinary share and shall be entitled to all rights afforded to the ordinary shares on the occurrence of the earlier of the following: (a) initial public offering of the securities of the Company or registration of the securities of the Company for trade in Israel or abroad (b) the sale of all or substantially all the assets of the Company; (c) merger, in case of a merger in which the Company is the surviving entity; or (d) sale of preferred shares by the holder to any third party. For every 100 ordinary shares issued by the Company, 5.25 additional preferred shares are issued to the holder of the preferred shares. During 2016 and 2015 the Company issued additional 237,276 and 96,195 respectively, preferred shares to Mr. Zigdon. During the years ended December 31, 2016 and 2015, the Company recorded a stock-based expense of $35,591 and $19,239, respectively, based on the fair value on the issuance date, of these additional preferred shares issued. On March 2017, the Company issued 18,379 preferred shares to Mr. Zigdon. On March 16, 2017, and following the effective date of the registration of the securities of the Company for trade on OTCQB, the Company’s General Meeting adopted an Amended and Restated Articles of Association of the Company and approved the conversion of all preferred shares into the same number of ordinary shares (total of 3,351,850 shares). Accordingly, as of December 31, 2017, there are no preferred shares issued and outstanding and the Company is no longer required to issue any additional preferred shares to Mr. Zigdon. Ordinary Shares: A. Upon inception the Company issued 3,000,000 Ordinary Shares of NIS 0.01 par value, which were held by the Company’s CEO. Such Ordinary Shares were converted to Convertible Preferred Shares as described below. On January 29, 2012 the Company issued to an investor 27,000,000 Ordinary Shares of NIS 0.01 par value, for the conversion of a $160,987 (NIS 600,000) loan. As of that date it was agreed between the investors who gained control over the Company and the then existing shareholder of the Company (“the former controlling shareholder”) that the respective shares of the former controlling shareholder would be converted into preferred shares. For the preferred share rights and privileges refer to the beginning of Note 10 above. B. Effective as of March 31, 2014, an investor was to be issued 123,900 ordinary shares in exchange for $57,356 (200,000 NIS) received by the Company in February, 2014. Although these shares had not yet formally been issued by December 31, 2014, they have been included in the shareholders’ deficit (as receipt on account of shares) and loss per ordinary share relating to 2014. These shares were issued during 2015. C. On October 7, 2014, the Company signed a share purchase agreement with certain investors for $350,593 in exchange for 9,000,000 ordinary shares of NIS 0.01 par value. As the investment was to be executed in installments the 9,000,000 shares were issued to a trustee that would hold the shares in trust until fully paid by the investors. The trustee released the shares to the investors following the completion of each significant transfer. As of December 31, 2014, the investor was entitled to 5,746,200 ordinary shares corresponding to an investment of $223,840. During 2015 all these shares were released to the investors and the remaining purchase amount was paid to the Company. D. In March 2015, the general meeting of the shareholders resolved to increase the registered share capital and performed a share split so after the increase and share split, the registered share capital of the Company was increased from NIS 100,000 to NIS 10,000,000 divided into 990,000,000 ordinary shares par value NIS 0.01 each and 10,000,000 preferred shares par value NIS 0.01 each of the Company. On this date the amended and restated articles of association were adopted. In March 2015, the board of directors approved the grant of 29 bonus shares for each 1 share of the Company held by the shareholders. Unless otherwise noted, all shares and per share amounts for all periods presented have been retroactively restated to reflect the split and the issuance of bonus shares. E. In March 2015, the Company approved a private placement memorandum for a funding round of up to $ 2,000,000 and issuance of units for a price of $ 0.20 for each unit consisting of: (A) 1 ordinary share par value NIS 0.01 and (B) 1 three-year warrant to purchase 1 ordinary share par value NIS 0.01 of the Company at a price of $ 0.50. During 2016 and 2015 the Company has raised the gross sum of $903,681 and $621,200, respectively, and issued 4,518,406 and 3,106,000, respectively, ordinary shares par value NIS 0.01 each and warrants to purchase an equal number of ordinary shares par value NIS 0.01 each. The proceeds of such units, net of related expenses (which amounted to $155,321), and net amounts allocated to the warrants recorded as a liability (see Notes 2.N. and 8), were reflected in the shareholders’ deficit, allocated between ordinary share capital and additional paid in capital, as applicable. The proportional amount of related expenses associated with the warrants’ portion of the units, has been recorded under finance expenses. During April 2017, the Company offered to the holders of the warrants to increase the exercise of their warrants by lowering the exercise price of the warrants from $0.5 per share to $0.4 per share until May 22, 2017. As a result of such offer, during May 2017, certain holders exercised 1,665,000 warrants to Common stock in a same number for a cash consideration of $666,000 (net amount of $599,400) The fair value of the inducement was measured in an amount of $166,500. Such amount was recognized as an additional financing expense in the Company’s Statement of Comprehensive Loss. As of the date of exercise, the fair value of the warrants exercised which amounted to 297,200 (after consideration of the effect of the inducement), which was previously presented as part of the derivative warrant liability, was reclassified to equity. F. In October 2017, the Company signed a share purchase agreement with certain investors for $625,000 in exchange for 1,061,125 ordinary shares of NIS 0.01 par value. As of December 31, 2017, all of these ordinary shares were sold and the Company received net proceeds of $562,604. G. In June 2015, the Company approved the issuance of 1,000,000 fully vested ordinary shares to Maxim Partners LLC (“Maxim”) pursuant to an agreement entered with Maxim in April 2015 engaging Maxim to provide financial advisory and investment banking services to the Company. The fair value (based on recent share issuances - see Note 10.F. above) of the issued shares of $200,000 was recorded as a stock-based expense, with a corresponding amount reflected in shareholders’ deficit, allocated between ordinary share capital and additional paid in capital, as applicable. Maxim is entitled to certain registration rights. Under the agreement, in addition to the issuance of shares as mentioned above, the Company undertook to pay Maxim for such services, a fee of $10,000 per month, for the term of the agreement, accruing and payable only upon consummation of a financing transaction between the Company and a third party introduced by Maxim, in addition to a fee for a transaction consummated with such third party as detailed in the agreement and reimbursement of expenses in connection with such services provided. As of December 31, 2017, the Company has recorded a provision in the amount of $30,000. In addition, Maxim shall have a right of first offer for acting as lead book runner in the event that the Company shall seek to raise additional capital by way of an offering – private or public. The agreement is terminable by either party by a 30 days prior written notice. H. The Company issued 18,120,000 ordinary shares to a trustee for a group of investors pursuant to a Share Purchase Agreement dated October 2014, as amended in August 2015, for an aggregate consideration of $150,000. As of December 31, 2014, the investors were not entitled to any of these shares. During 2015, the balance of the $150,000 consideration has been paid to the Company and the trustee released the shares to the group of investors. I. On May 8, 2016, Company’s CEO exercised 103,428 options granted under the 2015 Israeli Option plan (see note 11 below) into 103,428 ordinary shares of the Company for total exercise price of $273. J. On April 4, 2017, Company’s employee exercised 81,432 options granted under the 2015 Israeli Option plan (see note 11 below) into 81,432 ordinary shares of the Company for total exercise price of $226. The remaining non-vested options of 228,858 were forfeited upon termination in accordance with the original terms of the options. Warrants and restricted stock: A. On October 18, 2016, the Company entered into a Consulting agreement with a consultant (the “Consultant”), pursuant to which the Consultant will provide strategic cooperation and technology consulting for a period of two years from the date of the agreement. Unless terminated, the agreements will be automatically renewed for consecutive one-year periods. Based on the agreement, the Company issued the Consultant 620,521 warrants to purchase ordinary shares of the Company at an exercise price of NIS 0.01 (approximately $0.0026) per share. The warrants expire 18 months following the commencement date. Out of the warrants, 232,696 warrants were immediately vested and the remaining are vested in 15 parts of 25,855 warrants starting October 31, 2016. The Company evaluated the fair value of the warrants using the Black-Scholes option pricing model assuming a 1% risk free interest rate, 0% dividend yield, and 67% volatility, and estimated the fair value of such warrants to be $91,490. As a result, the Company recognized compensation expenses in 2017 and 2016 in the amount of $41,360 and $45,746, respectively included in research and development expenses. B. On June 20, 2016, the Company entered into a Consulting Service Agreement with PCG Advisory Group (“PCG”), pursuant to which PCG shall provide the Company with markets advisory, investor relations and media strategies for a period of 7 months commencing the date of the agreement. As consideration for the above services the Company agreed to pay PCG a monthly cash compensation in the amount of $2,500. In addition, the Company shall issue PCG 50,000 ordinary shares for each calendar month. As of December 31, 2016, such shares have not yet been issued. As of December 31, 2016, the Company recorded a related stock-based compensation expense of $48,750 based on the fair value of the 325,000 shares (and a price per share of $0.15). During 2017, the Company recorded related stock-based compensation expense of $3,750 based on the fair value of the 25,000 shares (and a price per share of $0.15). As of December 31, 2017, such shares have been issued to PCG. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2017 | |
Stock Options [Abstract] | |
STOCK OPTIONS | NOTE 11 – STOCK OPTIONS On January 11, 2016, the Company’s Board of Directors approved and adopted the Todos Medical Ltd. 2015 Israeli Share Option Plan (the “2015 Plan”), pursuant to which the Board may award options to purchase its ordinary shares to designated participants. Subject to the terms and conditions of the 2015 Plan, the Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) the designate participants; (ii) the terms and provisions of the respective Option Agreements, including, but not limited to, the number of Options to be granted to each Optionee, the number of Shares to be covered by each Option, provisions concerning the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of Approved 102 Option under Israeli IRS law; (v) designate the type of Options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the 2015 Plan; (vii) interpret the provisions of the 2015 Plan and to amend from time to time the terms of the 2015 Plan. The 2015 Plan permits the grant of up to 6,000,000 options to purchase ordinary shares subject to adjustments set in the 2015 Plan. As of December 31, 2017, there were 4,241,685 ordinary shares available for future issuance under the 2015 Plan. The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2017 and December 31, 2016: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2016 2,068,605 0.0026 Granted - - Exercised (81,432 ) 0.0026 Forfeited or expired (228,858 ) - Outstanding at December 31, 2017 1,758,315 0.0026 Number of options exercisable at December 31, 2017 827,443 0.0026 Number of Options Weighted Average Exercise Price Outstanding at December 31, 2015 - - Granted 2,172,033 0.0026 Exercised (103,432 ) 0.0026 Forfeited or expired - - Outstanding at December 31, 2016 2,068,605 0.0026 Number of options exercisable at December 31, 2016 439,580 0.0026 The fair value of options granted was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used: Years ended December 31, 2016 Dividend yield 0 Expected volatility (%) (*) 100 % Risk-free interest rate (%) 1 % Expected term (years) (**) 2.5 Exercise price (US dollars) 0.0026 Stock price (US dollars) (***) 0.15 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company. (**) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method” in accordance with SEC Staff Accounting Bulletin No. 110. (***) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock. In reaching its estimation for 2016 grants, management considered, among other things, the valuation of the issuance of the shares under the private placement (see Note 10-F above) Costs incurred in respect of stock-based compensation for employees and directors, for the years ended December 31, 2017 and 2016 amounted to $68,649 and $80,094, respectively. The following table summarizes information about options to employees, officers and directors outstanding at December 31, 2017 under the plan: Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Contractual Life (Years) Number of Options Weighted Average Exercise Price 0.0026 1,758,315 3.03 827,443 0.0026 1,758,315 3.03 827,443 0.0026 As of December 31, 2017, the aggregate intrinsic value for the options exercisable was $488,191 with a weighted average remaining contractual life of 3.03 years. T he unrecognized compensation expense calculated under the fair value method for the stock options as of December 31, 2017 is $11,440 and is expected to be recognized over a weighted average period of 3 months. |
Research and Development Expens
Research and Development Expenses, Net | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development Expenses, Net [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES, NET Year ended December 31 2017 2016 2015 Salaries and related expenses $ 144,250 $ 136,578 $ 166,849 Stock-based compensation 22,883 48,056 - Professional fees 31,690 56,377 53,750 Laboratory and materials 184,073 124,748 50,858 Patent expenses 62,888 24,956 51,846 Liability for minimum royalties expenses (*) 238,000 50,000 35,000 Depreciation 24,083 20,526 11,369 Travel expenses 6,512 19,419 - Insurance and other expenses 6,148 3,293 4,351 720,527 483,953 374,023 Less: Grants from the OCS and others (**) - (166,046 ) - $ 720,527 $ 317,907 $ 374,023 (*) See Note 9B. (**) See Note 9A and 9D. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2017 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2017 2016 2015 Salaries and related expenses $ 67,884 $ 45,717 $ 12,328 Stock-based compensation 90,875 162,124 219,239 Rent and maintenance 14,735 9,764 10,203 Communication and investor relations 9,549 9,622 16,945 Professional fees (*) 391,520 156,268 193,794 Vehicle 16,714 22,343 - Insurance and other expenses 25,810 5,144 4,448 $ 617,087 $ 410,982 $ 456,957 (*) includes listing expenses |
Financing Income (Expenses), Ne
Financing Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2017 | |
Financing Income (Expenses), Net [Abstract] | |
FINANCING INCOME (EXPENSES), NET | NOTE 14 – FINANCING INCOME (EXPENSES), NET Year ended December 31 2017 2016 2015 US Dollars Change in fair value of warrants liability $ (1,101,229 ) $ 117,577 $ 35,188 Inducement related to warrants exercised (166,500 ) - - Expenses related to issuing warrants - (34,272 ) (23,233 ) Exchange rate differences and other finance costs (70,029 ) (7,877 ) 484 Financing (income) expenses, net $ (1,337,758 ) $ 75,428 $ 12,439 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 15 – INCOME TAX The Company files its income tax report in the state of Israel and is subject to taxation laws applicable in Israel. A. On January 4, 2016, the Israeli parliament passed the Law for Amendment of the Income Tax Ordinance No. 216, which, among other things reduced the standard Israeli corporate income tax rate from 26.5% to 25% effective as of January 2016. In December 2016, the Israeli parliament passed the Economic Efficiency Law (Legislative Amendments to Achieve Budget Targets for the 2017 and 2018 Budget), which set a further reduction of corporate tax from 25% to 23%. The provisions of the law included a Temporary Order stipulate that the corporate tax rate in 2017 will be 24%. As a result, the corporate tax rate that will apply in 2017 will be 24% and the corporate tax rate that will take effect from 2018 onwards will be 23% B. The Company has final (considered final) tax assessments through the 2012 tax year. C. As of December 31, 2017, the Company has carry forward losses for Israeli income tax purposes of approximately $3.3 million which can be offset against future taxable income for an indefinite period of time. D. The Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. As of December, 31 Composition of deferred tax assets: 2017 2016 2015 Net loss carry-forward $ 814,000 $ 531,522 $ 446,684 Valuation allowance (814,000 ) (531,522 ) (446,684 ) - - - E. For the years ended December 31, 2017 and 2016, the following table reconciles the statutory income tax rate to the effective income tax rate: Year Ended December 31, 2017 2016 2015 Tax rate 24 % 25 % 26.5 % Tax expense (benefit) at statutory rate $ (642,090 ) $ (163,365 ) $ (216,913 ) Tax rate differential 28,057 (55,376 ) - Decrease in taxes from permanent differences in stock-based compensation 27,301 52,545 58,098 Decrease in taxes from permanent difference in warrants liabilities 304,254 29,394 9,325 Loss carryforwards-change in valuation allowance 282,478 136,802 149,490 Income tax expense (benefit) $ - $ - $ - |
Loss per Ordinary Share
Loss per Ordinary Share | 12 Months Ended |
Dec. 31, 2017 | |
Loss per Ordinary Share [Abstract] | |
Loss per Ordinary Share | NOTE 16 – LOSS PER ORDINARY SHARE The loss and the weighted average number of ordinary shares used in computing basic and diluted loss per ordinary share for the years ended December 31, 2017, 2016 and 2015, are as follows: Year ended December 31 2017 2016 2015 Loss for the year $ 2,675,372 $ 653,461 $ 818,541 Less: Loss attributed to preferred shares 31,950 32,483 51,084 Loss for the year attributable to ordinary shareholders $ 2,643,422 $ 620,978 $ 767,457 Weighted average number of ordinary shares outstanding attributable to ordinary shareholders 68,587,261 62,467,556 45,190,017 During the years ended December 31, 2016 and 2015, 4,518,406 and 3,106,000, three-year warrants, respectively, were issued - as described in Note 8. These warrants are participating securities as described in Note 2.K. but were not taken into account in calculating either the basic or diluted loss per ordinary share, as their effect was anti-dilutive. During the years ended December 31, 2017 and 2016 there were no other potentially dilutive instruments (except for the convertible preferred shares). During the year ended December 31, 2017, and 2016 the total weighted average number of ordinary shares related to outstanding options and warrants excluded from the calculation of the diluted loss per share was 7,717,721 and 1,182,066 respectively. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 17 – RELATED PARTIES A. Effective as of May 1, 2015, the Company entered into an employment agreement with Mr. Rami Zigdon, the current chief executive officer of the Company, who owned all the Company’s preferred shares. From the Company’s inception to the effective date of the agreement, Mr. Zigdon provided the Company with management services as an independent contractor. As of the effective date of the agreement, Mr. Zigdon is employed as chief executive officer on a full-time basis. The agreement may be terminated by either party by ninety days written notice or by the Company under exceptional circumstances as detailed in the agreement. Pursuant to the agreement, Mr. Zigdon is entitled to a gross monthly salary of NIS 15,000 (approximately $3,900) linked to the Israeli CPI known at the effective date of the agreement as well as reimbursement of vehicle expenses up to an annual amount of NIS 16,000 (approximately $4,200). The gross monthly salary shall be increased to NIS 25,000 (approximately $ 6,600) from the date on which the Company shall have cash in its bank account of least NIS 3,500,000 (approximately $ 920,000) (the “Triggering Date”) that is sourced from capital injections/non-repayable amounts only, as confirmed by the Company’s CFO. In the event that during the term of the agreement, on a certain date the Company shall have at least NIS 4,000,000 (approximately $1,050,000) cash in its bank account that is sourced from capital injection/non-repayable amounts only, as confirmed by the Company’s CFO, Mr. Zigdon shall be entitled to a payment in the sum of NIS 12,333 (approximately $ 3,200) multiplied by the number of calendar months that had passed from the effective date of the agreement and until the month ending prior to the Triggering Date. In addition, Mr. Zigdon is entitled to participate in the Company’s incentive program that will be adopted by the Company. Furthermore, Mr. Zigdon will be entitled to options to purchase Company shares all subject to an option plan to be adopted by the appropriate organs of the Company. The number of options, vesting and such other terms of grant of the options are detailed in Note 17.B. below. Mr. Zigdon is entitled to customary fringe benefits under Israeli laws. If the agreement is terminated by the Company, other than for “cause” as defined in the agreement, Mr. Zigdon shall be entitled to an adjustment bonus equal to 3 times the last gross monthly salary or in the event that the Company will have more than $ 3 Million cash in hand, the adjustment bonus shall be equal to 6 times his last gross monthly salary. The agreement contains provisions regarding non-competition, confidentiality of information and assignment of inventions. As of December 2017, none of these targets have been achieved, accordingly, Mr. Zigdon was entitled to a gross monthly salary of 15,483 NIS. B. As part of the 2015 Plan described in Note 11 above, on November 2015, the Board of Directors of the Company approved the issuance of share options to three employees, including our CEO and CTO, at an exercise price of NIS 0.01 per share. Mr. Zigdon received 1,241,163 options of which, half vest over a period of twenty-four months, subject only to a service condition, and half of the options vest upon the achievement of 8 milestones which includes, among others, closing of equity financing of at least $2,000,000, obtaining FDA approval for the performance of clinical trials and other clinical measurements. Milestones which are not met within 48 months from the date of the grant shall expire. The fair value of the stock options granted to Mr. Zigdon was estimated at $183,049 (see Note 11 above). On May 8, 2016, Mr. Zigdon exercised 103,428 vested options into ordinary shares for total exercise price of $273. All of the options not exercised shall expire on January 11, 2021. Compensation expenses recognized for the awards subject to performance conditions commence when the Company determines that achievement of the performance conditions is probable. C. Moshe Schlisser (a director as of February 27, 2016) and Ephraim Schlisser (Moshe’s father) hold managerial positions with a company named A.S. Ivor Israel Ltd. (“Ivor”). Ivor was assigned its rights and obligations from Iberica Investments LLC (“Iberica”), which was a party to a 2015 consulting agreement pursuant to which Iberica agreed to provide assistance with the Company’s fundraising. During the years ended December 31, 2017 and 2016, the Company has paid Ivor and Iberica approximately $128,000 and $90,000, respectively, pursuant to this consulting agreement. D. Crow Technologies 1977 Ltd., a company engaged in the manufacturing of plastics and electronic components, has an exclusive right to manufacture products for the Company (and any component of the products) for a price that is higher by 50% to that of the market prices of manufacturing such products or components in Israel. As of the date hereof, Crow Technologies has not exercised its exclusive right. The products of the Company do not have any electronic parts. While the Company’s products developed through the current date, do have plastic parts, the cost of these parts approximate $0.10 per unit. The Company believes that the exclusive right held by Crow Technologies is immaterial to the ultimate price for which the Company will sell its products or even the overall estimated cost of production of its products. |
Significant Accounting Polici24
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statements | A. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the fair value measurement of the derivative warrants liability, stock based compensation and the going concern assumptions. |
Functional currency | B. Functional currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S dollar (“$” or “dollar”). Thus, the functional currency of the Company is the dollar (which is also the reporting currency of the Company). |
Cash and cash equivalents | C. Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Restricted Cash | D. Restricted Cash Restricted cash is invested in certificates of deposit, which are used to secure the Company’s line of credit |
Property, plant and equipment | E. Property, plant and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss. Rate of depreciation % Laboratory equipment 15 Furniture and equipment 7-15 Computers 33 Vehicle 15 |
Impairment of long-lived assets | F. Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 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 asset. 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 asset exceeds its fair value. To date the Company did not incur any impairment losses. |
Deferred income taxes | G. Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowance in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets is amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2017, 2016 and 2015 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. |
Liability for employee rights upon retirement | H. Liability for employee rights upon retirement Israeli employees are entitled to severance pay of one month’s salary for each year of employment, or a portion thereof. The Company satisfies its full obligation with respect to its Israeli employees by contributing one month of the employees’ salary for each year of service into a fund managed by a third party. Neither the obligation, nor the amounts deposited on behalf of the employees for such obligation are recorded on the Balance Sheet, as the Company is legally released from the obligation to the employees once the amounts have been deposited. All deposits required through December 31, 2017 have been made. |
Research and development expenses | I. Research and development expenses Research and development expenses are charged to operations as incurred. Grants received by the Company from the Government of Israel through the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor (the “OCS”) for the development of approved projects are recognized as a reduction of expenses against the related costs incurred. |
Royalty-bearing grants | J. Royalty-bearing grants Royalty-bearing grants from the OCS for funding approved research and development projects are recognized at the time the Company is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs - see Note 9A. and Note 12. The cumulative research and development grants received by the Company from inception through December 2017 amounted to $272,237. As of December 31, 2017, and 2016, the Company did not accrue for or pay any royalties to the OCS as no revenue has yet been generated. |
Basic and diluted loss per ordinary share | K. Basic and diluted loss per ordinary share Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of ordinary shares outstanding during the period. Securities that may participate in dividends with the ordinary shares (such as the convertible preferred shares) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company, in accordance with the guidance of ASC Topic 260-10. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. |
Stock-based compensation | L. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. |
Fair Value Measurements | M. Fair Value Measurements The Company measures and discloses fair value in accordance with the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Fair value is an exit price, representing the amount 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of the short-term liability relating to the warrants issued to the unit owners (see Note 2N and Note 8) falls under this category. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments. |
Warrants Liability | N. Warrants Liability During 2016 and 2015, the Company issued 4,518,406 and 3,106,000 warrants, respectively, to purchase shares of the Company’s ordinary-stock in connection with a Private Placement Memorandum (“PPM”, See also Note 10.F.). The Company accounted for these warrants as a liability measured at fair value due to a provision included in the warrants agreement that provides the warrants holders with an option to require the Company to purchase their warrants for cash in an amount equal to their Black-Scholes Option Pricing Model value (the Black-Scholes Model), in the event that certain fundamental transactions (which some of them are not considered solely within the control of the Company) as defined in the warrant agreement, occur. The fair value of the warrants liability is estimated using the Black-Scholes Model which requires inputs such as the expected term of the warrants, share price volatility and risk-free interest rate. These assumptions are reviewed on a regular basis and changes in the estimated fair value of the outstanding warrants are recognized each reporting period in the “Financial Expense, net” line in operations. |
Concentrations of credit risk | O. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Contingencies | P. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Newly issued accounting pronouncements: | Q. Newly issued accounting pronouncements: Accounting Standards Update 2014-09 “Revenue from Contracts with Customers (Topic 606)” and Related Updates In May of 2014, the FASB issued Accounting Standards Update “ASU” 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides guidance for the recognition, measurement and disclosure of revenue related to the transfer of promised goods or services to customers. This update was effective for fiscal years beginning after December 15, 2016, for which early adoption was prohibited. However, in August of 2015, the FASB issued ASU 2014-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” deferring the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017 (the first quarter of fiscal year 2018 for the Company), and permitting early adoption of this update, but only for annual reporting periods beginning after December 15, 2016, and interim reporting periods within that reporting period. During 2016, the FASB issued several Accounting Standards Updates that focused on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance Obligations and Licensing. An entity should apply the amendments in this Accounting Standards using one of the following two methods: 1. retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. The Company intends to adopt Accounting Standards 2014-09 as of January 1, 2018. Management has evaluated the impact of ASU 2014-09 on its potential revenue streams and on its financial reporting and disclosures, if any and determined that since the company did not report any revenues from its inception, the adoption of ASU 2014-09 is not expected to have significant impact on its financial statements. Accounting Standards Update 2016 - 02 “ Leases (Topic 842): Section A – Leases: Amendments to the FASB Accounting Standards Codification; Section B – Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C – Background Information and Basis for Conclusions In February of 2016, the FASB issued Accounting Standards Update “ASU” 2016 - 02, “Leases (Topic 842): Section A – Leases: Amendments to the FASB Accounting Standards Codification; Section B – Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C – Background Information and Basis for Conclusions.” ASU 2016-02 amends guidance related to the recognition, measurement, presentation and disclosure of leases for lessors and lessees. This update is effective for fiscal years beginning after December 15, 2018, including the interim periods within those years, with early adoption permitted. The Company is in the process of evaluating the effect that ASU 2016-02 will have on the results of operations and financial statements. Accounting Standards Update 2016-13 “ Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASC Accounting Standards Update “ASU” 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 revised the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. This update is effective for fiscal years beginning after December 15, 2019, including the interim periods within those years, with early adoption permitted for fiscal years beginning after December 15, 2018, including interim periods within those years. Adoption is not expected to have a material effect on its results of operations, financial position, and cash flows. Accounting Standards Update (ASU) No. 2016-09 “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In March 30, 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation” (ASU 2016-09), which effects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. This guidance can be applied either prospectively, retrospectively or using a modified retrospective transition method. The Company adopted the new guidance prospectively effective January 1, 2017. This new guidance did not have a material impact on the Company’s financial statements. Accounting Standards Update (ASU) 2016-18, “ Statement of Cash Flows (Topic 230): “Restricted Cash” In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The new guidance is not expected to have a material impact on the Company’s financial statements. |
Significant Accounting Polici25
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | |
Schedule of property plant and equipment depreciation rate | Rate of depreciation % Laboratory equipment 15 Furniture and equipment 7-15 Computers 33 Vehicle 15 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | As of December 31, 2017 2016 Governmental institutions $ 8,192 $ 5,764 Deposits 7,700 6,943 Others 3,862 8,167 $ 19,754 $ 20,874 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net [Abstract] | |
Schedule of property, plant and equipment | As of December 31, 2017 2016 Laboratory equipment & other $ 139,093 $ 139,865 Computers 3,782 2,161 Vehicle 5,204 5,204 Furniture and equipment 13,046 10,299 161,125 157,529 Less - accumulated depreciation (57,751 ) (33,668 ) Total property and equipment, net $ 103,374 $ 123,861 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | As of December 31, 2017 2016 Accrued payroll and related taxes $ 16,424 $ 16,464 Provision for vacation 5,392 4,862 Accrued expenses 87,975 3,691 Related parties - current account - 3,286 $ 109,791 $ 28,303 |
Derivative Warrants Liability (
Derivative Warrants Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Warrants Liability [Abstract] | |
Schedule of outstanding warrants and terms | Issuance date Outstanding as of December 31, Outstanding as of December 31, 2017 Exercise Exercisable as of Exercisable Series (2015) 3,106,000 3,106,000 $ 0.5 3,106,000 May 2018 Series (2016) 4,518,406 2,853,406 $ 0.5 2,853,406 May 2019 5,959,406 |
Schedule of derivative warrant liabilities | As of As of Series (2015) Series (2016) Series (2015) Series (2016) Share price (U.S. dollars) $ 0.59 $ 0.59 $ 0.15 $ 0.15 Exercise price (U.S. dollars) $ 0.5 $ 0.5 $ 0.5 $ 0.5 Expected volatility 67 % 67 % 100 % 100 % Risk-free interest rate 1.0 % 1.0 % 1.0 % 1.0 % Dividend yield — — — — Expected term (years) 0.37 0.77 1.37 2.25 |
Schedule of stock options derivative warrant liabilities | Series Series (2016) Total Balances at December 31, 2016 $ 76,768 $ 182,948 $ 259,716 Exercised - (297,200 ) (297,200 ) Cancelled - - - Changes in fair value 477,648 623,581 1,101,229 Balances at December 31, 2017 $ 554,416 $ 509,329 $ 1,063,745 |
Commitment and Contingent Lia30
Commitment and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitment and Contingent Liabilities [Abstract] | |
Schedule of royalty rate | On net sales of: % ● leukemia related products 3.0 ● other products 2.5 ● in certain limited circumstances, rates may be reduced to 2.0 On fixed sublicense income (with no sublicense income on sales by sub licensee): % ● leukemia related products 20.0 ● other products 15.0 On fixed sublicense income (with sublicense income on sales by sub licensee): % ● leukemia related products 10.0 ● other products 7.5 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Options [Abstract] | |
Schedule of stock option activity for employees and directors | Number of Options Weighted Average Exercise Price Outstanding at December 31, 2016 2,068,605 0.0026 Granted - - Exercised (81,432 ) 0.0026 Forfeited or expired (228,858 ) - Outstanding at December 31, 2017 1,758,315 0.0026 Number of options exercisable at December 31, 2017 827,443 0.0026 Number of Options Weighted Average Exercise Price Outstanding at December 31, 2015 - - Granted 2,172,033 0.0026 Exercised (103,432 ) 0.0026 Forfeited or expired - - Outstanding at December 31, 2016 2,068,605 0.0026 Number of options exercisable at December 31, 2016 439,580 0.0026 |
Schedule of fair value of options granted | Years ended December 31, 2016 Dividend yield 0 Expected volatility (%) (*) 100 % Risk-free interest rate (%) 1 % Expected term (years) (**) 2.5 Exercise price (US dollars) 0.0026 Stock price (US dollars) (***) 0.15 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company. (**) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method” in accordance with SEC Staff Accounting Bulletin No. 110. (***) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock. In reaching its estimation for 2016 grants, management considered, among other things, the valuation of the issuance of the shares under the private placement (see Note 10-F above) |
Schedule of information about options to employees, officers and directors outstanding | Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Contractual Life (Years) Number of Options Weighted Average Exercise Price 0.0026 1,758,315 3.03 827,443 0.0026 1,758,315 3.03 827,443 0.0026 |
Research and Development Expe32
Research and Development Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development Expenses, Net [Abstract] | |
Schedule of research and development expenses | Year ended December 31 2017 2016 2015 Salaries and related expenses $ 144,250 $ 136,578 $ 166,849 Stock-based compensation 22,883 48,056 - Professional fees 31,690 56,377 53,750 Laboratory and materials 184,073 124,748 50,858 Patent expenses 62,888 24,956 51,846 Liability for minimum royalties expenses (*) 238,000 50,000 35,000 Depreciation 24,083 20,526 11,369 Travel expenses 6,512 19,419 - Insurance and other expenses 6,148 3,293 4,351 720,527 483,953 374,023 Less: Grants from the OCS and others (**) - (166,046 ) - $ 720,527 $ 317,907 $ 374,023 (*) See Note 9B. (**) See Note 9A and 9D. |
General and Administrative Ex33
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31 2017 2016 2015 Salaries and related expenses $ 67,884 $ 45,717 $ 12,328 Stock-based compensation 90,875 162,124 219,239 Rent and maintenance 14,735 9,764 10,203 Communication and investor relations 9,549 9,622 16,945 Professional fees (*) 391,520 156,268 193,794 Vehicle 16,714 22,343 - Insurance and other expenses 25,810 5,144 4,448 $ 617,087 $ 410,982 $ 456,957 (*) includes listing expenses |
Financing Income (Expenses), 34
Financing Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Financing Income (Expenses), Net [Abstract] | |
Schedule of financing income (expenses), net | Year ended December 31 2017 2016 2015 US Dollars Change in fair value of warrants liability $ (1,101,229 ) $ 117,577 $ 35,188 Inducement related to warrants exercised (166,500 ) - - Expenses related to issuing warrants - (34,272 ) (23,233 ) Exchange rate differences and other finance costs (70,029 ) (7,877 ) 484 Financing (income) expenses, net $ (1,337,758 ) $ 75,428 $ 12,439 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax [Abstract] | |
Schedule of deferred tax assets to recoverable amounts | As of December, 31 Composition of deferred tax assets: 2017 2016 2015 Net loss carry-forward $ 814,000 $ 531,522 $ 446,684 Valuation allowance (814,000 ) (531,522 ) (446,684 ) - - - |
Schedule of statutory income tax rate to the effective income tax rate | Year Ended December 31, 2017 2016 2015 Tax rate 24 % 25 % 26.5 % Tax expense (benefit) at statutory rate $ (642,090 ) $ (163,365 ) $ (216,913 ) Tax rate differential 28,057 (55,376 ) - Decrease in taxes from permanent differences in stock-based compensation 27,301 52,545 58,098 Decrease in taxes from permanent difference in warrants liabilities 304,254 29,394 9,325 Loss carryforwards-change in valuation allowance 282,478 136,802 149,490 Income tax expense (benefit) $ - $ - $ - |
Loss per Ordinary Share (Tables
Loss per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Loss per Ordinary Share [Abstract] | |
Schedule of computing basic and diluted loss per ordinary share | Year ended December 31 2017 2016 2015 Loss for the year $ 2,675,372 $ 653,461 $ 818,541 Less: Loss attributed to preferred shares 31,950 32,483 51,084 Loss for the year attributable to ordinary shareholders $ 2,643,422 $ 620,978 $ 767,457 Weighted average number of ordinary shares outstanding attributable to ordinary shareholders 68,587,261 62,467,556 45,190,017 |
General (Details)
General (Details) - USD ($) | 1 Months Ended | ||||
Mar. 25, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
General (Textual) | |||||
Stock split, description | 1 share of par value NIS 0.1 was split to 10 shares of par value NIS 0.01. | ||||
Accumulated deficit | $ (5,235,812) | $ (2,560,440) | |||
Shareholders' deficit | $ (1,339,633) | $ (403,949) | $ (527,510) | $ (587,693) | |
Bonus shares authorized, description | The board of directors approved the grant of 29 bonus shares for each 1 share of the Company held by every shareholder. |
Significant Accounting Polici38
Significant Accounting Policies (Details) | Dec. 31, 2016Rate | Dec. 31, 2015Rate | Dec. 31, 2014Rate |
Official exchange rate of 1 NIS to US dollar at end of year | 26.00% | 25.60% | 25.70% |
Significant Accounting Polici39
Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2017 | |
Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 15.00% |
Furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 15.00% |
Furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 7.00% |
Computers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 33.00% |
Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 15.00% |
Significant Accounting Polici40
Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Research and development grants received | $ 56,000 | $ 162,017 | |
Warrant [Member] | |||
Issuance of warrants to purchase ordinary shares | 4,518,406 | 3,106,000 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Assets [Abstract] | ||
Governmental institutions | $ 8,192 | $ 5,764 |
Deposits | 7,700 | 6,943 |
Other | 3,862 | 8,167 |
Other Assets, Current | $ 19,754 | $ 20,874 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | $ 161,125 | $ 157,529 |
Less - accumulated depreciation | (57,751) | (33,668) |
Total property and equipment, net | 103,374 | 123,861 |
Laboratory equipment & other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | 139,093 | 139,865 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | 3,782 | 2,161 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | 5,204 | 5,204 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | $ 13,046 | $ 10,299 |
Property and Equipment, Net (43
Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment, Net (Textual) | |||
Depreciation expense | $ 24,083 | $ 20,695 | $ 11,898 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Liabilities [Abstract] | ||
Accrued payroll and related taxes | $ 16,424 | $ 16,464 |
Provision for vacation | 5,392 | 4,862 |
Accrued expenses | 87,975 | 3,691 |
Related parties - current account | 3,286 | |
Other current liabilities | $ 109,791 | $ 28,303 |
Long-Term Loans from Sharehol45
Long-Term Loans from Shareholders (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Long-Term Loans from Shareholders [Abstract] | ||
Repayments of shareholders loans | $ 23,529 | |
Loans maturity date | Dec. 31, 2019 |
Derivative Warrants Liability46
Derivative Warrants Liability (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Outstanding | 5,959,406 | |
Series (2015) [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 3,106,000 | 3,106,000 |
Exercise Price | $ 0.5 | |
Exercisable | 3,106,000 | |
Exercisable Through | May 2,018 | |
Series (2016) [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 2,853,406 | 4,518,406 |
Exercise Price | $ 0.5 | |
Exercisable | 2,853,406 | |
Exercisable Through | May 2,019 |
Derivative Warrants Liability47
Derivative Warrants Liability (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Share price (U.S. dollars) | [1] | $ 0.15 | |
Series (2015) [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Share price (U.S. dollars) | $ 0.59 | 0.15 | |
Exercise price (U.S. dollars) | $ 0.5 | $ 0.5 | |
Expected volatility | 67.00% | 100.00% | |
Risk-free interest rate | 1.00% | 1.00% | |
Dividend yield | |||
Expected term (years) | 4 months 13 days | 1 year 4 months 13 days | |
Series (2016) [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Share price (U.S. dollars) | $ 0.59 | $ 0.15 | |
Exercise price (U.S. dollars) | $ 0.5 | $ 0.5 | |
Expected volatility | 67.00% | 100.00% | |
Risk-free interest rate | 1.00% | 1.00% | |
Dividend yield | |||
Expected term (years) | 9 months 7 days | 2 years 2 months 30 days | |
[1] | The Common Stock price, per share for the year ended December 31, 2016 reflects the Company's management's estimation of the fair value per share of Common Stock. In reaching its estimation for December 31, 2016, management considered, among other things, the valuation of the issuance of the shares under the private placement (see Note 10-F above) |
Derivative Warrants Liability48
Derivative Warrants Liability (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Beginning Balances | $ 259,716 | ||
Exercised | (297,200) | ||
Cancelled | |||
Changes in fair value | 1,101,229 | $ (117,577) | $ (35,188) |
Ending Balances | 1,063,745 | 259,716 | |
Series (2015) [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Beginning Balances | 76,768 | ||
Exercised | |||
Cancelled | |||
Changes in fair value | 477,648 | ||
Ending Balances | 554,416 | 76,768 | |
Series (2016) [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Beginning Balances | 182,948 | ||
Exercised | (297,200) | ||
Cancelled | |||
Changes in fair value | 623,581 | ||
Ending Balances | $ 509,329 | $ 182,948 |
Derivative Warrants Liability49
Derivative Warrants Liability (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2017 | |
Derivative Warrants Liability (Textual) | |||||
Proceeds from warrants | $ 244,446 | $ 168,035 | |||
Estimated fair value of warrant liability | 1,063,745 | 259,716 | |||
Exercised warrants into shares of common stock | 1,063,100 | ||||
Inducement related to warrants exercised | 166,500 | ||||
Fair value of warrants exercised | $ 297,200 | ||||
Derivative warrant liabilities, description | The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary overtime, namely, the volatility and the risk-free rate. A 5.0% decrease in volatility would decrease the value of the warrants by $52,072; a 5.0% increase in volatility would increase the value of the warrants to $52,066. A 5.0% decrease or increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates. | ||||
Warrant [Member] | |||||
Derivative Warrants Liability (Textual) | |||||
Fair value warrants issued | 4,518,406 | 3,106,000 | |||
Exercise price of warrants | $ 0.59 | ||||
Exercised warrants into shares of common stock | $ 666,000 | ||||
Exercised warrants into shares of common stock, share | 1,665,000 | ||||
Minimum [Member] | |||||
Derivative Warrants Liability (Textual) | |||||
Exercise price of warrants | $ 0.4 | ||||
Maximum [Member] | |||||
Derivative Warrants Liability (Textual) | |||||
Exercise price of warrants | $ 0.5 |
Commitment and Contingent Lia50
Commitment and Contingent Liabilities (Details) | Dec. 31, 2017 |
Royalty Payment On Net Sale, Reduced Percentage | 2.00% |
Other Products [Member] | |
Royalty Payment On Net Sale, Percentage | 2.50% |
Royalty Payment On Fixed Sublicence Income With No Sublicence Income On Sales, Percentage | 15.00% |
Royalty Payment On Fixed Sublicence Income With Sublicence Income On Sales, Percentage | 7.50% |
Leukemia Related Products [Member] | |
Royalty Payment On Net Sale, Percentage | 3.00% |
Royalty Payment On Fixed Sublicence Income With No Sublicence Income On Sales, Percentage | 20.00% |
Royalty Payment On Fixed Sublicence Income With Sublicence Income On Sales, Percentage | 10.00% |
Commitment and Contingent Lia51
Commitment and Contingent Liabilities (Details Textual) | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||||||
Jan. 31, 2015USD ($)ft² | Jan. 31, 2015ILS (₪)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2017ILS (₪) | Oct. 31, 2015USD ($) | |
Research and development grants received | $ 56,000 | $ 162,017 | |||||||
Grants receivable | $ 185,000 | $ 56,000 | |||||||
Royalty agreement, expected minimum equity proceeds to pay royaltues | $ 10,000,000 | ||||||||
Term of contract | 1 year | 1 year | |||||||
Future minimum payments | 10,000 | ||||||||
Other commitment, due in next twelve months | 25,000 | ||||||||
Other commitment, due in second year | 50,000 | ||||||||
Area of land | ft² | 108 | 108 | |||||||
Operating leases, rent expense | $ 1,750 | ₪ 6,780 | $ 1,800 | ₪ 7,000 | |||||
Service fee percentage on grants received | 10.00% | 10.00% | |||||||
Future minimum payments due, next twelve months | $ 24,000 | ₪ 84,000 | |||||||
Description of royalty payment | The Company is required to pay royalties to the OCS at a rate of 3% in the first three years and 3.5% starting from the fourth year, of the proceeds from the sale of the Company's products arising from the Development Plan up to an amount equal to $272,237,plus annual interest equal to 12-month LIBOR applicable to dollar deposit. | ||||||||
Liability for minimum royalties | 135,000 | 85,000 | |||||||
Liability for minimum royalties - long-term | 188,000 | ||||||||
Liabilities | $ 323,000 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Textual) | Jan. 11, 2016USD ($)shares | Oct. 07, 2014USD ($)shares | Oct. 31, 2017USD ($)shares | May 31, 2017USD ($)shares | Apr. 30, 2017$ / shares | Apr. 04, 2017USD ($)shares | Mar. 16, 2017shares | Oct. 31, 2016shares | Oct. 18, 2016USD ($)$ / sharesshares | Aug. 31, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Mar. 31, 2015USD ($)$ / shares | Dec. 30, 2014USD ($)$ / sharesshares | Jan. 29, 2012USD ($)shares | Jan. 29, 2012ILS (₪)₪ / sharesshares | Mar. 31, 2014USD ($)shares | Mar. 31, 2014ILS (₪)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2017₪ / shares | Oct. 31, 2017₪ / shares | Dec. 31, 2016ILS (₪)₪ / sharesshares | Jun. 20, 2016USD ($)shares | Mar. 31, 2015ILS (₪) | Oct. 07, 2014₪ / shares | Apr. 22, 2010₪ / sharesshares | |
Description of conversion basis | For every 100 ordinary shares issued by the Company, 5.25 additional preferred shares are issued to the holder of the preferred shares. | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 70,087,141 | 63,577,734 | 63,577,734 | ||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 562,553 | $ 566,569 | $ 659,485 | ||||||||||||||||||||||||||
Common stock, shares authorized | shares | 990,000,000 | 990,000,000 | 990,000,000 | ||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 562,604 | $ 566,569 | 659,485 | ||||||||||||||||||||||||||
Share-based Compensation | 113,758 | 210,180 | 219,239 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 226 | $ 273 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.00% | 1.00% | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | 2 years 6 months | [1] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 100.00% | 100.00% | [2] | ||||||||||||||||||||||||||
Adjustment of Warrants Granted for Services | $ (34,272) | (23,233) | $ 0 | ||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 48,750 | ||||||||||||||||||||||||||||
Company issued ordinary shares | $ (1,339,633) | (403,949) | (527,510) | (587,693) | |||||||||||||||||||||||||
Issuance of Stock and Warrants for Services or Claims | 166,500 | ||||||||||||||||||||||||||||
Fair value of warrants liability classified to equity in connection with warrants exercised during the period (see Note 8) | 297,200 | ||||||||||||||||||||||||||||
Provision Amount | 30,000 | ||||||||||||||||||||||||||||
Compensation expenses include research and development expenses | $ 720,527 | $ 317,907 | $ 374,023 | ||||||||||||||||||||||||||
Maxim Partners LLC [Member] | |||||||||||||||||||||||||||||
Financial advisory and investment banking services fee | $ 10,000 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 1,000,000 | ||||||||||||||||||||||||||||
Share-based Compensation | $ 200,000 | ||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 4,518,406 | 3,106,000 | |||||||||||||||||||||||||||
Share price per share | $ / shares | $ 0.20 | ||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | ||||||||||||||||||||||||||||
Issuance of units, description | each unit consisting of: (A) 1 ordinary share par value NIS 0.01 and (B) 1 three-year warrant to purchase 1 ordinary share par value NIS 0.01 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 903,681 | $ 621,200 | |||||||||||||||||||||||||||
Description on warrant exercise price | The Company offered to the holders of the warrants to increase the exercise of their warrants by lowering the exercise price of the warrants from $0.5 per share to $0.4 per share until May 22, 2017. | ||||||||||||||||||||||||||||
Exercised warrants to common stock | shares | 1,665,000 | ||||||||||||||||||||||||||||
Exercised warrants to common stock, value | $ 666,000,000 | ||||||||||||||||||||||||||||
Exercised warrants to common stock, net cash | $ 599,400,000 | ||||||||||||||||||||||||||||
Employee Stock [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 81,432 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 226 | ||||||||||||||||||||||||||||
Forfeited non-vested options | shares | 228,858 | ||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Value of capital units | ₪ | ₪ 100,000 | ||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.4 | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Value of capital units | ₪ | ₪ 10,000,000 | ||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.5 | ||||||||||||||||||||||||||||
Maximum [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 2,000,000 | ||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||
Issuance of warrants | shares | 620,521 | ||||||||||||||||||||||||||||
Class of warrant or right, Expiration term | 18 years | ||||||||||||||||||||||||||||
Adjustment of Warrants Granted for Services | $ 45,746 | ||||||||||||||||||||||||||||
Consulting Agreement [Member] | PCG Advisory Group [Member] | |||||||||||||||||||||||||||||
Common stock, shares authorized | shares | 50,000 | ||||||||||||||||||||||||||||
Share price per share | $ / shares | $ 0.15 | $ 0.15 | |||||||||||||||||||||||||||
Monthly Cash Compensation Payable | $ 2,500 | ||||||||||||||||||||||||||||
Shares to be Issued, Share Based Compensation | shares | 25,000 | 325,000 | |||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | $ 3,750,000 | $ 48,750 | |||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||||||||||||||||||||||
Debt conversion converted instrument , shares | shares | 27,000,000 | 27,000,000 | |||||||||||||||||||||||||||
Debt conversion converted instrument , shares | $ 160,987 | ₪ 600,000 | ₪ 200,000 | ||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 625,000,000 | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 1,061,125 | ||||||||||||||||||||||||||||
Investor [Member] | Share Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.01 | ₪ 0.01 | |||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||||
Stock based expense | shares | |||||||||||||||||||||||||||||
Conversion of stock, shares | shares | 3,333,471 | ||||||||||||||||||||||||||||
Stock issued during period, value, new issues | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | |||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 0 | ||||||||||||||||||||||||||||
Company issued ordinary shares | $ 9,424 | $ 8,810 | 8,562 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | shares | 18,379 | 237,276 | 96,195 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | (3,351,850) | ||||||||||||||||||||||||||||
Ordinary Shares of NIS 0.01[Member] | |||||||||||||||||||||||||||||
Stock based expense | shares | 350,000 | ||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 3,015 | $ 11,669 | $ 62,395 | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 1,061,125 | 4,518,406 | 24,479,800 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 81,432 | 103,428 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 226 | $ 273 | |||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 0 | ||||||||||||||||||||||||||||
Company issued ordinary shares | $ 184,961 | $ 166,723 | $ 154,781 | $ 89,492 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | shares | 1,000,000 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | 3,351,850 | ||||||||||||||||||||||||||||
Ordinary Shares of NIS 0.01[Member] | Investor [Member] | |||||||||||||||||||||||||||||
Debt conversion converted instrument , shares | shares | 123,900 | 123,900 | |||||||||||||||||||||||||||
Debt conversion converted instrument , shares | $ 57,356 | ||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 150,000 | ||||||||||||||||||||||||||||
Ordinary Shares of NIS 0.01[Member] | Investor [Member] | Share Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 350,593 | $ 50,000 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 9,000,000 | 606,000 | |||||||||||||||||||||||||||
Common stock, shares authorized | shares | 5,746,200 | ||||||||||||||||||||||||||||
Common Stock, value, subscriptions | $ 223,840 | ||||||||||||||||||||||||||||
Ordinary Shares of NIS 0.01[Member] | Investor [Member] | Share Purchase Agreement One [Member] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 18,120,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 150,000 | ||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 4,518,406 | 3,106,000 | |||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.59 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 81,432 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 226 | ||||||||||||||||||||||||||||
Warrant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 25,855 | 232,696 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.00% | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 18 months | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 67000.00% | ||||||||||||||||||||||||||||
Derivative Liability | $ 91,490 | ||||||||||||||||||||||||||||
Compensation expenses include research and development expenses | $ 41,360,000 | $ 45,746,000 | |||||||||||||||||||||||||||
Mr.Zigdon [Member] | |||||||||||||||||||||||||||||
Stock based expense | shares | 237,276 | 96,195 | |||||||||||||||||||||||||||
Conversion of stock, shares | shares | 18,379 | ||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 3,000,000 | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | ₪ / shares | ₪ 0.01 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 103,428 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 273 | ||||||||||||||||||||||||||||
Mr.Zigdon [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||||
Stock based expense | shares | 35,591 | 19,239 | |||||||||||||||||||||||||||
[1] | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with SEC Staff Accounting Bulletin No. 110. | ||||||||||||||||||||||||||||
[2] | Due to the low trading volume of the Company's Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company. |
Stock Options (Details)
Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options, Outstanding ,Beginning balance | 2,068,605 | |
Number of Options, Ending Balance | 1,758,315 | 2,068,605 |
Weighted Average Exercise Price Outstanding ,Beginning balance | $ 0.0026 | |
Weighted Average Exercise Price Outstanding, Ending balance | $ 0.0026 | $ 0.0026 |
Employees And Directors [Member] | ||
Number of Options, Outstanding ,Beginning balance | 2,068,605 | |
Number of Options, Granted | 2,172,033 | |
Number of Options, Exercised | (81,432) | (103,432) |
Number of Options, Forfeited or expired | (228,858) | |
Number of Options, Ending Balance | 1,758,315 | 2,068,605 |
Number of options exercisable | 827,443 | 439,580 |
Weighted Average Exercise Price Outstanding ,Beginning balance | $ 0.0026 | |
Weighted Average Exercise Price, Granted | 0.0026 | |
Weighted Average Exercise Price, Exercised | 0.0026 | 0.0026 |
Weighted Average Exercise Price, Forfeited or expired | ||
Weighted Average Exercise Price Outstanding, Ending balance | 0.0026 | 0.0026 |
Number of options exercisable | $ 0.0026 | $ 0.0026 |
Stock Options (Details 1)
Stock Options (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | |||
Dividend yield | $ 0 | |||
Expected volatility | 100.00% | 100.00% | [1] | |
Risk-free interest rate | 1.00% | 1.00% | ||
Expected term (years) | 2 years 6 months | 2 years 6 months | [2] | |
Exercise price | $ 0.0026 | |||
Stock price | [3] | $ 0.15 | ||
[1] | Due to the low trading volume of the Company's Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company. | |||
[2] | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with SEC Staff Accounting Bulletin No. 110. | |||
[3] | The Common Stock price, per share for the year ended December 31, 2016 reflects the Company's management's estimation of the fair value per share of Common Stock. In reaching its estimation for December 31, 2016, management considered, among other things, the valuation of the issuance of the shares under the private placement (see Note 10-F above) |
Stock Options (Details 2)
Stock Options (Details 2) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Options Outstanding, Number of Option | 1,758,315 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 11 days |
Option Exercisable, Number of Option | 827,443 |
Option Exercisable,Weighted Average Exercise Price | $ / shares | $ 0.0026 |
Exercise Price 0.0026 [Member] | |
Options Outstanding, Number of Option | 1,758,315 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 11 days |
Option Exercisable, Number of Option | 827,443 |
Option Exercisable,Weighted Average Exercise Price | $ / shares | $ 0.0026 |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation | $ 113,758 | $ 210,180 | $ 219,239 |
2015 Plan [Member] | |||
Options to purchase ordinary shares | 6,000,000 | ||
Aggregate intrinsic value for the options exercisable | $ 488,191,000 | ||
Weighted average remaining contractual life | 3 years 11 days | ||
Unrecognized compensation expense | $ 11,440,000 | ||
Weighted average period | 3 months | ||
Ordinary shares available for future issuance | 4,241,685 | ||
Employees And Directors [Member] | 2015 Plan [Member] | |||
Stock-based compensation | $ 68,649 | $ 80,094 |
Research and Development Expe57
Research and Development Expenses, Net (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Research and Development Expense, Gross | $ 720,527 | $ 483,953 | $ 374,023 | |
Less: Grants from the OCS and others | [1] | 0 | (166,046) | |
Research and Development Expense | 720,527 | 317,907 | 374,023 | |
Salaries and related expenses [Member] | ||||
Research and Development Expense, Gross | 144,250 | 136,578 | 166,849 | |
Stock-based compensation [Member] | ||||
Research and Development Expense, Gross | 22,883 | 48,056 | ||
Professional fees [Member] | ||||
Research and Development Expense, Gross | 31,690 | 56,377 | 53,750 | |
Laboratory and materials [Member] | ||||
Research and Development Expense, Gross | 184,073 | 124,748 | 50,858 | |
Patent expenses [Member] | ||||
Research and Development Expense, Gross | 62,888 | 24,956 | 51,846 | |
Liability for minimum royalties expenses [Member] | ||||
Research and Development Expense, Gross | [2] | 238,000 | 50,000 | 35,000 |
Depreciation [Member] | ||||
Research and Development Expense, Gross | 24,083 | 20,526 | 11,369 | |
Travel expenses [Member] | ||||
Research and Development Expense, Gross | 6,512 | 19,419 | ||
Insurance and other expenses [Member] | ||||
Research and Development Expense, Gross | $ 6,148 | $ 3,293 | $ 4,351 | |
[1] | See Note 9A and 9D. | |||
[2] | See Note 9B. |
General and Administrative Ex58
General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
General and administrative expenses | $ 617,087 | $ 410,982 | $ 456,957 | |
Salaries and related expenses [Member] | ||||
General and administrative expenses | 67,884 | 45,717 | 12,328 | |
Stock-based compensation [Member] | ||||
General and administrative expenses | 90,875 | 162,124 | 219,239 | |
Rent and maintenance [Member] | ||||
General and administrative expenses | 9,549 | 9,622 | 16,945 | |
Communication and investor relations [Member] | ||||
General and administrative expenses | 25,810 | 5,144 | 4,448 | |
Professional fees [Member] | ||||
General and administrative expenses | [1] | 14,735 | 9,764 | 10,203 |
Vehicle [Member] | ||||
General and administrative expenses | 391,520 | 156,268 | 193,794 | |
Insurance and other expenses [Member] | ||||
General and administrative expenses | $ 16,714 | $ 22,343 | ||
[1] | includes listing expenses |
Financing Income (Expenses), 59
Financing Income (Expenses), Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in fair value of warrants liability | $ (1,101,229) | $ 117,577 | $ 35,188 |
Inducement related to warrants exercised | 166,500 | ||
Expenses related to issuing warrants | (34,272) | (23,233) | |
Exchange rate differences and other finance costs | (70,029) | (7,877) | (484) |
Financing (income) expenses, net | $ (1,337,758) | $ (75,428) | $ (12,439) |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Composition of deferred tax assets: | |||
Net loss carry-forward | $ 446,684 | $ 531,522 | $ 814,000 |
Valuation allowance | (446,684) | (531,522) | (814,000) |
Deferred tax assets |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Abstract] | |||
Tax rate | 24.00% | 25.00% | 26.50% |
Tax expense (benefit) at statutory rate | $ (642,090) | $ (163,365) | $ (216,913) |
Tax rate differential | 28,057 | (55,376) | 0 |
Decrease in taxes from permanent differences in stock-based compensation | 27,301 | 52,545 | 58,098 |
Decrease in taxes from permanent difference in warrants liabilities | 304,254 | 29,394 | 9,325 |
Loss carryforwards-change in valuation allowance | 282,478 | 136,802 | 149,490 |
Income tax expense (benefit) |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) $ in Millions | Jan. 04, 2016 | Dec. 31, 2016 | Dec. 31, 2017 |
Income Tax [Abstract] | |||
Carry forward losses | $ 3.3 | ||
Description of corporate income tax rate | On January 4, 2016, the Israeli parliament passed the Law for Amendment of the Income Tax Ordinance No. 216, which, among other things reduced the standard Israeli corporate income tax rate from 26.5% to 25% effective as of January 2016. | In December 2016, the Israeli parliament passed the Economic Efficiency Law (Legislative Amendments to Achieve Budget Targets for the 2017 and 2018 Budget), which set a further reduction of corporate tax from 25% to 23%. The provisions of the law included a Temporary Order stipulate that the corporate tax rate in 2017 will be 24%. As a result, the corporate tax rate that will apply in 2017 will be 24% and the corporate tax rate that will take effect from 2018 onwards will be 23 |
Loss per Ordinary Share (Detail
Loss per Ordinary Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss for the year | $ (2,675,372) | $ (653,461) | $ (818,541) |
Less: Loss attributed to preferred shares | 31,950 | 32,483 | 51,084 |
Loss for the year attributable to ordinary shareholders | $ 2,643,422 | $ 620,978 | $ 767,457 |
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders | 68,587,261 | 62,467,556 | 45,190,017 |
Loss per Ordinary Share (Deta64
Loss per Ordinary Share (Details Textual) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,518,406 | 3,106,000 | |
Options and Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,717,721 | 1,182,066 |
Related Parties (Details Textua
Related Parties (Details Textual) | Jan. 11, 2016USD ($)shares | Jan. 11, 2016₪ / shares | May 01, 2015USD ($) | May 01, 2015ILS (₪) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2016ILS (₪) | Dec. 31, 2015USD ($) | May 01, 2015ILS (₪) |
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 226 | $ 273 | |||||||
Crow Technologies 1977 Ltd [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cost of Plastic Parts Per Unit | $ / shares | $ 0.10 | ||||||||
Consulting Service [Member] | A S Ivor Israel Ltd [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for Other Fees | $ 90,000 | ||||||||
Consulting Service [Member] | Iberica Investments LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for Other Fees | $ 63,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Officer Compensation Increase, Expected Cash Balance | $ 920,000 | ₪ 3,500,000 | |||||||
Officer Compensation Increase, Expected Cash Balance from Equity Offerings | 1,050,000 | ₪ 4,000,000 | |||||||
Officers' Compensation | 3,900 | 15,000 | $ 6,600 | ₪ 25,000 | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 4,200 | ₪ 16,000 | |||||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ 3,200 | ₪ 12,333 | |||||||
Deferred Compensation Arrangement with Individual, Fair Value of Shares Issued | $ 183,049 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 103,428 | ||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 273 | ||||||||
Deferred Compensation Arrangement with Individual, Description | If the agreement is terminated by the Company, other than for "cause" as defined in the agreement, Mr. Zigdon shall be entitled to an adjustment bonus equal to 3 times the last gross monthly salary or in the event that the Company will have more than $ 3 Million cash in hand, the adjustment bonus shall be equal to 6 times his last gross monthly salary. | ||||||||
Chief Executive Officer [Member] | Employee Stock Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred Compensation Arrangement with Individual, Exercise Price | ₪ / shares | ₪ 0.01 | ||||||||
Deferred Compensation Arrangement with Individual, Shares Issued | shares | 1,241,163 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 2,000,000 |