Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | TODOS MEDICAL LTD. |
Entity Central Index Key | 0001645260 |
Trading Symbol | TOMDF |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 72,230,162 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 63,550 | $ 683,202 |
Restricted cash | 9,343 | 10,099 |
Other current assets | 32,990 | 19,754 |
Total current assets | 105,883 | 713,055 |
Property and equipment, net | 93,242 | 103,374 |
Total assets | 199,125 | 816,429 |
Current liabilities: | ||
Short-term loans from third party, net | 18,012 | |
Fair value of derivative liability related to conversion feature | 9,000 | |
Liability for minimum royalties | 185,000 | 135,000 |
Accounts payable | 163,174 | |
Short-term loans from shareholders | 611,925 | |
Other current liabilities | 211,423 | 109,791 |
Total current liabilities | 1,198,534 | 244,791 |
Non-current liabilities: | ||
Long-term loans from shareholders | 659,526 | |
Liability for minimum royalties - long-term | 188,000 | 188,000 |
Derivative warrant liability | 28,525 | 1,063,745 |
Total non-current liabilities | 216,525 | 1,911,271 |
Commitments and contingent liabilities | ||
Shareholders' deficit: | ||
Ordinary Shares of NIS 0.01 par value each: Authorized: 1,000,000,000 shares at December 31, 2018 and 2017. Issued and outstanding: 72,230,162 shares and 70,087,141 shares at December 31, 2018 and 2017, respectively | 190,679 | 184,961 |
Additional paid-in capital | 4,286,740 | 3,711,218 |
Accumulated deficit | (5,693,353) | (5,235,812) |
Total shareholders' deficit | (1,215,934) | (1,339,633) |
Total liabilities and shareholders' deficit | $ 199,125 | $ 816,429 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - ₪ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value | ₪ 0.01 | ₪ 0.01 |
Ordinary shares, authorized | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, issued | 72,230,162 | 70,087,141 |
Ordinary shares, outstanding | 72,230,162 | 70,087,141 |
Statements of Loss
Statements of Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Research and development expenses, net | $ 459,184 | $ 720,527 | $ 317,907 |
General and administrative expenses | 919,694 | 617,087 | 410,982 |
Operating loss | (1,378,878) | (1,337,614) | (728,889) |
Financing income (expenses), net | 921,337 | (1,337,758) | 75,428 |
Net loss | $ (457,541) | $ (2,675,372) | $ (653,461) |
Basic and diluted net loss per share | $ (0.006) | $ (0.04) | $ (0.01) |
Basic and diluted weighted average number of ordinary shares outstanding | 70,869,924 | 68,587,261 | 62,467,556 |
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 | Additional paid-in capital | Accumulated deficit |
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 | 59,125,670 | |||
CHANGES DURING THE YEAR ENDED DECEMBER 31 | |||||
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 | 63,747,504 | |||
CHANGES DURING THE YEAR ENDED DECEMBER 31 | |||||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise (see Note 9) | 1,063,100 | $ 4,625 | 1,058,475 | ||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise (see Note 9), 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 | 70,256,911 | ||||
CHANGES DURING THE YEAR ENDED DECEMBER 31 | |||||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise (see Note 9) | 453,223 | $ 1,928 | 451,295 | ||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise (see Note 9), shares | 722,500 | ||||
Issuance of ordinary shares | 80,345 | $ 2,134 | 78,211 | ||
Issuance of ordinary shares, shares | 800,000 | ||||
Exercise of stock options | $ 1,656 | (1,656) | |||
Exercise of stock options, shares | 620,521 | ||||
Stock-based compensation | 47,672 | 47,672 | |||
Stock-based compensation, shares | |||||
Net loss for the year | (457,541) | (457,541) | |||
BALANCE at Dec. 31, 2018 | $ (1,215,934) | $ 190,679 | $ 4,286,740 | $ (5,693,353) | |
BALANCE, shares at Dec. 31, 2018 | 72,399,932 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (457,541) | $ (2,675,372) | [1] | $ (653,461) | |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | 25,502 | 24,083 | [1] | 20,695 | |
Liability for minimum royalties | 50,000 | 238,000 | [1] | 50,000 | |
Changes in fair value of warrants liability and fair value of warrants expired (see Note 9) | (925,910) | 1,101,229 | [1] | (117,577) | |
Stock-based compensation | 47,672 | 113,758 | [1] | 210,180 | |
Inducement related to warrants exercised (see Note 9) | 166,500 | [1] | |||
Financing expenses of long-term loans and other NIS denominated balances | (47,589) | 66,658 | [1] | 7,962 | |
Decrease (increase) in other current assets | (13,236) | 1,120 | [1] | 6,143 | |
Increase (decrease) in accounts payables | 163,174 | (21,874) | [1] | 14,491 | |
Increase (decrease) in other current liabilities | 101,632 | 81,488 | [1] | (7,822) | |
Net cash used in operating activities | (1,056,296) | (904,410) | [1] | (469,389) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (15,370) | (3,596) | [1] | (34,971) | |
Net cash used in investing activities | (15,370) | (3,596) | [1] | (34,971) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds received from issuance of convertible bridge loan | 27,000 | [1] | |||
Proceeds allocated to ordinary shares | 80,345 | 562,604 | [1] | 566,569 | |
Proceeds allocated to warrants | 19,655 | [1] | 244,446 | ||
Proceeds from exercise of warrants, net | 324,258 | 599,400 | [1] | ||
Proceeds from exercise of stock options | 226 | [1] | 273 | ||
Repayments of shareholders loans | [1] | (23,529) | |||
Net cash provided by financing activities | 451,258 | 1,162,230 | [1] | 787,759 | |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (620,408) | 224,254 | [1] | 283,399 | |
CASH, CASH EQUIVALENTS, AND RESTIRICTED CASH AT BEGINNING OF YEAR | 693,301 | 439,077 | [1] | 155,678 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR | 72,893 | 693,301 | 439,077 | [1] | |
Supplemental disclosure of non-cash activities: | |||||
Fair value of warrants liability classified to equity in connection with warrants exercised during the period (see Note 9) | 128,965 | 297,200 | [1] | ||
During the reported period, the entire balance of preferred shares were converted into ordinary shares (see Note 11) | $ 9,424 | [1] | |||
[1] | See Note 2D |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018, Todos Singapore has not yet commenced its business operations and as a result, consolidated financial statements were not prepared. In August 2016, the Company’s registration statement on Form F-1 was declared effective by the U.S. Securities & Exchange Commission, and as of March 2017, the Company’s shares began to be quoted on the OTCQB under the symbol “TOMDF”. Going concern uncertainty The Company has 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 through December 31, 2018, the Company has incurred accumulated losses of $5,693,353, current liabilities exceed current assets by $1,092,651, and shareholders’ deficit of $1,215,934 and negative operating cash flow for all periods. As of March 20, 2019, the total cash and cash equivalent balance (individual restricted cash) is approximately $310,000, such balance is expected to be sufficient for at least three months. 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. B. Risk factors The Company has a limited operating history and faces various 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. A previous discussed, 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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. For presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling the reported period total amounts. December 31 December 31 2018 2017 Cash and cash equivalents $ 63,550 $ 683,202 Restricted cash 9,343 10,099 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 72,893 $ 693,301 There were no restricted cash amounts as of December 31, 2016. 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 has not incurred 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. H. Convertible Bridge Loan The Company has considered the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and determined that the embedded conversion feature of the convertible bridge loan should be bifurcated from the host instrument, as the embedded conversion feature is not considered indexed to the company’s own stock (since the “fixed-for-fixed” concept is not met). accordingly, upon initial recognition, the embedded conversion feature was measured at fair value and the remaining proceeds were allocated to the loan component (Host). In subsequent periods the derivative liability related to the conversion feature is remeasured at fair value through profit or loss (with changes presented within financing income or expense, as applicable) and the remaining bridge loan component is measured at amortized cost. The amount that was allocated to the embedded conversion feature upon initial recognition, created a discount on the loan component. Such discount is amortized as interest expense to profit or loss over the term of the loan until its stated maturity. I. Deferred income taxes 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 2018, 2017 and 2016 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. J. 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, 2018 have been made. K. 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. L. 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 10A. and Note 13. The cumulative research and development grants received by the Company from inception through December 2018 amounted to $272,237. As of December 31, 2018, and 2017, the Company did not accrue for or pay any royalties to the OCS as no revenue has yet been generated. M. Basic and diluted net loss per ordinary share Basic net loss per ordinary share is computed by dividing the net 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 that were outstanding until March 16, 2017) 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 were considered, since such shares had a contractual obligation to share in the losses of the Company, in accordance with the guidance in ASC Topic 260-10. Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the year using the treasury stock method with respect to stock options and stock warrants and using the if-converted method with respect to convertible loans. In computing Diluted loss per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all potentially dilutive shares if their effect is anti-dilutive. N. 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 net 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”. O. 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 9) 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. P. Warrants Liability During 2018, 2016 and 2015, the Company issued 600,000, 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”). 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 as part of in the “Financing Expense, net” line in operations in the accompanying statement of loss. Q. 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. R. 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. S. Recent Accounting Pronouncements 1. Commencing January 1, 2018, the Company early adopted ASU 2016-18, Statement of Company’s consolidated financial statements Cash Flows (Topic 230): “Restricted Cash”, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. 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. ASU 2016-18 requires application using a retrospective transition method. The Company adopted ASU 2016-18, January 1, 2018 using the retrospective transition method, as required by its provisions. As a result, the Company has retrospectively applied this guidance to the accompanying consolidated statement of cash flows for the year ended December 31, 2017. There were no restricted cash balances during 2016. 2. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation”. The amendment provides guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting. The guidance became effective for the fiscal year beginning on January 1, 2018, including interim periods within that year. This guidance had no material impact on the Company’s consolidated financial statements. 3. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02 (Topic 842) “Leases”. Topic 842 supersedes the lease requirements in ASC Topic 840, “Leases”. Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. In July 2018, the FASB issued amendments in ASU 2018-11, which provide a transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to change the date of initial application to the beginning of the earliest comparative period presented, or retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The company is not involved in any financing leases as a lessor. Based on the current operating leases of the company as a lessee, the company believes that the provisions of ASU 2016-02 will not have a material impact on the financial statements. 4. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures, if any. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 – OTHER CURRENT ASSETS As of December 31, 2018 2017 Prepaid expenses $ 21,000 $ - Governmental institutions 6,117 8,444 Others 5,873 11,310 $ 32,990 $ 19,754 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET As of December 31, 2018 2017 Laboratory equipment & other $ 151,065 $ 139,093 Computers 7,180 3,782 Vehicle 5,204 5,204 Furniture and equipment 13,046 13,046 176,495 161,125 Less - accumulated depreciation (83,253 ) (57,751 ) Total property and equipment, net $ 93,242 $ 103,374 Related depreciation expense was $25,502 in 2018, $24,083 in 2017, and $20,695 in 2016. |
Short-Term Loans From Third Par
Short-Term Loans From Third Party | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Debt [Abstract] | |
SHORT-TERM LOANS FROM THIRD PARTY | NOTE 5 – SHORT-TERM LOANS FROM THIRD PARTY On December 30, 2018, the Company signed a bridge loan agreement with an investor for a total amount of Thirty Thousand U.S. Dollars (US$30,000). The loan principal will bear interest at a flat rate of ten percent (10%) of the loan principal over the period of 6 months (the initial term of the loan). In addition, 10% of the loan principal was deducted upfront as an original issue discount. The loan principal plus the interest shall be due six (6) months after the date of the loan (the “Maturity Date”). The investor shall have at any time after the Maturity Date the option to convert the loan principal plus the unpaid interest into Ordinary Shares of the Company, at a conversion price equal to 70% of the lowest closing price of the Company’s Ordinary Shares in the five (5) days prior to the conversion as quoted by Bloomberg, LP. In the event of default by the Company, the investor shall have the option to convert the loan principal plus the interest into Ordinary Shares of the Company, at a conversion price equal to 60% of the lowest closing price of the Company’s Ordinary Shares in the fifteen (15) days prior to the conversion as quoted by Bloomberg, LP. Upon the consummation of the Company’s proposed public offering and upon listing to the NASDAQ Market System, the Company shall deliver to the investor an Ordinary Share Purchase Warrant (the “Warrant”), providing the investor with a right to purchase such number of fully-paid and non-assessable restricted Ordinary Shares of the Company that is equal in value to twenty-five percent (25%) of the investor’s loan principal, at an exercise price that is equal to the price of the Company’s shares in the public offering (the “Warrant Shares”), or in the event that the investor converts the loan principal into Ordinary Shares of the Company, then the Company shall issue the Warrant to such investor concurrently with the issuance of the conversion shares, and the exercise price for the Warrant Shares shall be the closing price of the Company’s Ordinary Shares, as applicable, on the conversion date of the loan principal. The investor may exercise the Warrant at any time starting six (6) months following the grant of such Warrant and up to three (3) years thereafter. The table below details the carrying value of the loan as of December 31, 2018: As of December 31, 2018 2017 Short-term loan principal (see Note 10) $ 30,012 $ - Less: original issue discount (3,000 ) - Less: Fair value of derivative instrument (9,000 ) - $ 18,012 $ - |
Liability for Minimum Royalties
Liability for Minimum Royalties | 12 Months Ended |
Dec. 31, 2018 | |
Liability for Minimum Royalties [Abstract] | |
LIABILITY FOR MINIMUM ROYALTIES | NOTE 6 – 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). According to the license agreement, the Company is committed to pay minimum royalties to the licensors some of which are payable without any connection to the Company’s sales (see also Note 10B). |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 7 – OTHER CURRENT LIABILITIES As of December 31, 2018 2017 Accrued payroll and related taxes $ 111,076 $ 16,424 Provision for vacation 12,807 5,392 Accrued expenses 87,540 87,975 $ 211,423 $ 109,791 |
Short-Term Loans from Sharehold
Short-Term Loans from Shareholders | 12 Months Ended |
Dec. 31, 2018 | |
Short-Term Loans from Shareholders [Abstract] | |
SHORT-TERM LOANS FROM SHAREHOLDERS | NOTE 8 – SHORT-TERM LOANS FROM SHAREHOLDERS During the years 2011-2014, the Company received loans from two separate shareholders. 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 shareholders an aggregate amount of $23,529 on account of the loan. In November 2018, the company entered into agreement with one of the shareholders to assign his loan in the amount of US$350,000 to S.B. Nihul Mekarkein Ltd. and Sorry Doll Ltd collectively (the beneficiary). According to the agreement, the Company and the beneficiary agreed to convert the loan into Ordinary Shares of the Company at a conversion price of US$0.10 per share, (3,500,000 Shares). The conversion of the loan into Ordinary Shares will be completed within 3 business days of shareholder approval of the conversion transaction. In addition, the Company agreed to grant the beneficiary an option to purchase twice the amount of the conversion shares, (7,000,000 ordinary shares) at a price-per-share of US$0.20 for a period of 5 years from the signing of the conversion agreement. As the agreement is subject to the shareholder approval which has not yet been obtained, the loan as of the date of approval of these financial statements is presented according to the original terms and conditions, as a short-term loan. |
Derivative Warrants Liability
Derivative Warrants Liability | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Warrants Liability [Abstract] | |
DERIVATIVE WARRANTS LIABILITY | NOTE 9 – DERIVATIVE WARRANTS LIABILITY The Company allocated approximately $19,655, $244,000 and $168,000, for the years ended December 31, 2018, 2016 and 2015, respectively, of proceeds from its units under the Private Placement Memorandum (“PPM”) (See also Note 10F. and 2M.) to the fair value of 600,000, 4,518,406 and 3,106,000 warrants issued during 2018, 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, 2018 and 2017 is as follows: Issuance date Outstanding as of December 31, 2017 Outstanding as of December 31, 2018 Exercise Exercisable as of Exercisable Through Series (2015) 3,106,000 1,502,500 $ 0.5 1,502,500 April 2021 Series (2016) 2,853,406 2,628,406 $ 0.5 2,628,406 May 2019 Series (2018) - 600,000 $ 0.125 600,000 November 2021 5,959,406 4,730,906 Since certain conditions in the warrant 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, 2018 and December 31, 2017, was $28,525 and $1,063,745, 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 lower the exercise price of the warrants from $0.5 per share to $0.4 per share for a limited period of time of 8 weeks. As a result of such offer, during May 2017, certain holders exercised 1,665,000 warrants into the same number of Ordinary Shares for 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 Loss for the year ended December 31, 2017. 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), was reclassified to equity rather than derivative warrant liabilities. During May 2018, the Company offered to the holders of the warrants the option to convert 25% of the warrants into shares in exchange for extending the exercise the period of their warrants for an additional 3 years. As a result of such offer, during May 2018, certain holders exercised 722,500 warrants into the same number of Ordinary Shares for cash consideration of $361,250. As of December 2018, a total of 1,106,000 warrants from series (2015) expired in a total amount of $178,498. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2018 and December 31, 2017: As of As of Series (2015) Series (2016) Series (2018) Series (2015) Series (2016) Share price (U.S. dollars) $ 0.094 $ 0.094 $ 0.094 $ 0.59 $ 0.59 Exercise price (U.S. dollars) $ 0.5 $ 0.5 $ 0.125 $ 0.5 $ 0.5 Expected volatility 63 % 63 % 63 % 67 % 67 % Risk-free interest rate 2.92 % 2.92 % 2.92 % 1.0 % 1.0 % Dividend yield - - - - - Expected term (years) 2.4 0.47 2.88 0.37 0.77 Series (2015) Series (2016) Series (2018) Total Balances at December 31, 2016 $ 76,768 $ 182,948 - $ 259,716 Exercised - (297,200 ) - (297,200 ) Changes in fair value 477,648 623,581 - 1,101,229 Balances at December 31, 2017 $ 554,416 $ 509,329 - $ 1,063,745 Amount classified to equity upon exercise (88,803 ) (40,162 ) - (128,965 ) expired (178,498 ) - - (178,498 ) Issued - - 19,655 19,655 Changes in fair value (281,119 ) (466,293 ) - (747,412 ) Balances at December 31, 2018 $ 5,996 $ 2,874 19,655 $ 28,525 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 or increase in volatility would not have materially changed the value of the warrants. 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 $0.125 as share value representative of the last price the Company raised capital from private issuers in November 2018.As of December 31 2018 the Company recorded $925,910 in the finance expenses witch $178k relating to warrants expiration. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENT AND CONTINGENT LIABILITIES | NOTE 10 – COMMITMENTS 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 the 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 and 2018. 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 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”) 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 was 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, determined 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, 2018, the Company did not reach a determination regarding the viability of the commercialization of the leukemia licensed products. However, since the 7-year period ended prior to December 31, 2018, the Company may not terminate the agreement other than Termination for Cause. The Company has 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 $373,000 of which $185,000 is considered a current liability and $188,000 is considered 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, 2018, the Company had not paid any of the minimum royalties to the Licensors with respect to any of the years 2015 through 2018. The Company and the Licensor are negotiating to further amend 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 $1,830). The lease was renewed by the Company on February 1, 2018 for an additional term of one year at NIS 7,200 (approximately $1,892) per month, with automatic renewal for a second one-year period at NIS 7,400 per month, unless one party provides the other with written notice of non-renewal. Lease payments are linked to the Israeli CPI based on the CPI published on February 15, 2015, which until December 31, 2018, has not changed significantly. The total expected future lease commitments from January 2019 and onwards (until December 2019) are approximately NIS 84,000 ($22,000). 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, 2018, the Company did not receive and does not expect to receive any amounts regarding this agreement. E. Care G.B Plus Ltd On December 20, 2018, the Company signed an exclusive reseller agreement with Care G.B. Plus Ltd (the Reseller) to market, distribute, and resell the Company’s breast cancer screening products to customers located in and taking delivery in the State of Israel (the Territory). The agreement is subject to approval by the shareholders of the Company. The Reseller’s exclusive right to market and sell the Products in the Territory is subject to the Reseller achieving milestones set by both parties. As of December 31, 2018, the Company has not yet generated any sales. F. Ostrovitsky loan conversion In November 2018, the Company entered into agreement with one of its shareholders to assign his loan to S.B. Nihul Mekarkein Ltd. and Sorry Doll Ltd. (the beneficiary). According to the agreement, the Company and the beneficiary agreed to convert the loan into ordinary shares of the Company at price of US$0.10 per share- (3,500,000 Shares). The conversion of the loan into ordinary shares shall be completed subject to the approval of the shareholders of the Company. In addition, the Company agreed to grant the beneficiary an option to purchase twice the amount of the converted stocks, (7,000,000 ordinary shares), to be available to purchase at a stock price of US$0.20 per share, for a period of 5 years from the signing of this contract. (See Note 8). G. On November 24, 2018, the Company entered into a binding letter of intent with Amarantus Bioscience Holdings, Inc. (“Amarantus”), a biotechnology holding company, for the establishment of a joint venture to develop LymPro Test®, an immune-based neurodiagnostic blood test originally developed at the University of Leipzig, as a diagnostic blood test for detection of Alzheimer’s disease (the “Joint Venture Transaction”). Pursuant to the letter of intent, the Company undertook to issue to Amarantus 19.99% of the Company’s outstanding ordinary shares, in exchange for 19.99% of Breakthrough Diagnostics, Inc., a wholly-owned subsidiary of Amarantus. As part of the joint venture transaction, all rights to the LymPro Test and certain other diagnostic assets will be assigned by Amarantus to Breakthrough Diagnostics. In addition, Amarantus undertook to grant the Company an exclusive option, in effect for sixty (60) days, to acquire the remaining 80.01% of Breakthrough Diagnostics in exchange for an additional 30.01% of the Company’s outstanding shares. The exclusive option will be exercisable upon Amarantus entering into an amended and restated license agreement with the University of Leipzig. The closing of the joint venture transaction is subject to the Company raising $1,000,000 in equity or debt financing. H. On July 30, 2018, the Board of Directors of Todos Medical Ltd. resolved that Dr. Herman Weiss, will cease to serve as the Company’s current Chairman of the Board of Directors, and appointed him as Chief Executive Officer of the Company effective immediately. Additionally, in conjunction with the appointment of Dr. Weiss as Chief Executive Officer, Rami Zigdon, the Company’s then-current Chief Executive Officer, left his current position but was appointed as the Company’s Chief Business Officer and will continue serving as a member of the Company’s Board of Directors. The Company’s Compensation Committee and Board of Directors have approved the following compensation package for Dr. Weiss, to be retroactive to August 1, 2018, which will be presented to the shareholders of the Company for approval at the annual meeting of shareholders: ● Salary ● Bonus ● Equity ○ 25% will vest on grant ○ 25% will vest on the consummation of the Company’s planned public offering (the “Public Offering Date”) ○ 25% will vest quarterly in the first year following the Public Offering Date ○ 25% will vest quarterly in the second year following the Public Offering Date ● Notice Period ● Severance Payments ● Change in Control Payment ● Change in Control Acceleration The company made a provision in the financial statements of $83,000 to reflect the compensation liability to Dr. Herman Weiss for services provided as the chief executive officer, as part of other current liabilities (see Note 7). |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders' Deficit [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 11 – SHAREHOLDERS’ DEFICIT Convertible Preferred Shares: According to the Company’s prior Articles of Association, which were revised on August 9, 2015, each preferred share entitled 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. On March 16, 2017, and following the effective date of the registration of the securities of the Company for quotation on OTCQB, the Company’s shareholders at a General Meeting adopted 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 3,333,471 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. Following the registration of securities and the conversion of the preferred shares, the Company issued to Mr. Zigdon 18,379 ordinary shares related to ordinary shares issued during 2017 prior to the March 2017 conversion date. A. Upon inception, the Company issued 3,000,000 Ordinary Shares of NIS 0.01 par value, which were held by the Company’s previous CEO. Such Ordinary Shares were converted to Convertible Preferred Shares. On January 29, 2012 the Company issued to an investor 27,000,000 Ordinary Shares of NIS 0.01 par value, upon 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 2N. 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 lower the exercise price of the warrants from $0.5 per share to $0.4 per share for a limited period of time of 8 weeks. As a result of such offer, during May 2017, certain holders exercised 1,665,000 warrants to the same number of Ordinary Shares 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), was reclassified to equity rather than derivative warrant liabilities. 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 $562,553. 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 11F. 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. In December 2018, the Company entered into a new engagement agreement with Maxim which superseded the April 2015 agreement. Pursuant to the new agreement, the Company appointed Maxim as its exclusive financial and sole management underwriter in connection with a proposed public offering to raise up to $7 million. Maxim will be provided with an underwriting discount or spread of up to eight percent (8.0%) of the public offering price. Upon the Company’s receipt of bridge financing, the Company shall transfer to Maxim, an amount of $15,000 as an advance to be applied towards such underwriting discount. H. On May 8, 2016, Company’s previous CEO exercised 103,428 options granted under the 2015 Israeli Option plan (see note 12 below) into 103,428 ordinary shares of the Company for total exercise price of $273. I. On April 4, 2017, Company’s employee exercised 81,432 options granted under the 2015 Israeli Option plan (see note 12 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. J. On August 15, 2018, a certain consultant converted 620,521 options to 620,521 ordinary share at an exercise price of NIS0.01. K. On November 18, 2018, the Company signed a share purchase agreement with an investor for $100,000 in exchange for 800,000 ordinary shares of NIS 0.01 par value and 600,000 warrants for 3 years in exercise price of the lowest of $0.125 or the lowest price during the 5 trading days before the exercise notice. 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 undertook to provide strategic cooperation and technology consulting for a period of two years from the date of the agreement. Unless terminated, the agreement 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 undertook to 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 undertook to issue to PCG 50,000 ordinary shares for each calendar month. 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). C. During May 2018, the Company offered to the holders of the warrants to exercise their warrants in exchange for extending their expiration date for an additional 3 years. As a result of such offer, during May 2018, certain holders exercised 722,500 warrants into the same number of Ordinary Shares for a cash consideration of $361,250. (See Note 9). The total costs paid regarding this transaction were approximately $36,000. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options [Abstract] | |
STOCK OPTIONS | NOTE 12 – 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, 2018, 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, 2018 and December 31, 2017: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2017 1,758,315 0.0026 Granted - - Exercised - - Forfeited or expired - - Outstanding at December 31, 2018 1,758,315 0.0026 Number of options exercisable at December 31, 2018 1,137,731 0.0026 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 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 11F above) Costs incurred in respect of stock-based compensation for employees and directors, for the years ended December 31, 2018, 2017 and 2016 amounted to $47,672, $113,758 and 210,180, respectively. The following table summarizes information about options to employees, officers and directors outstanding at December 31, 2018 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 2.03 1,137,731 0.0026 As of December 31, 2018, the aggregate intrinsic value for the options exercisable according to $0.094 price per share was $103,989 with a weighted average remaining contractual life of 2.03 years. |
Research and Development Expens
Research and Development Expenses, Net | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development Expenses, Net [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 13 – RESEARCH AND DEVELOPMENT EXPENSES, NET Year ended December 31 2018 2017 2016 Salaries and related expenses $ 178,486 $ 144,250 $ 145,997 Stock-based compensation 12,077 22,883 48,056 Professional fees 22,271 18,888 37,426 Laboratory and materials 70,779 143,644 109,299 Patent expenses 82,367 65,654 24,956 Rent and maintenance 40,146 41,673 41,289 Liability for minimum royalty expenses (*) -- 238,000 50,000 Depreciation 25,650 24,083 20,695 Travel expenses 3,804 2,152 2,942 Insurance and other expenses 23,604 19,300 3,293 459,184 720,527 483,953 Less: Grants from the OCS and others (**) - - (166,046 ) $ 459,184 $ 720,527 $ 317,907 (*) See Note 10B. (**) See Note 10A and 10D. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2018 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 14 – GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2018 2017 2016 Salaries and related expenses $ 190,207 $ 67,541 $ 29,254 Stock-based compensation 35,595 90,875 162,124 Communication and investor relations 230,194 83,836 5,121 Professional fees (*) 269,980 224,407 150,341 Insurance and other expenses 193,718 150,428 64,142 $ 919,694 $ 617,087 $ 410,982 (*) includes listing expenses |
Financing Income (Expenses), Ne
Financing Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2018 | |
Financing Income (Expenses), Net [Abstract] | |
FINANCING INCOME (EXPENSES), NET | NOTE 15 – FINANCING INCOME (EXPENSES), NET Year ended December 31 2018 2017 2016 US Dollars Change in fair value of warrants liability and fair value of warrants expired (see Note 9) $ 925,910 $ (1,101,229 ) $ 117,577 Inducement related to warrants exercised - (166,500 ) - Expenses related to issuing warrants - - (34,272 ) Exchange rate differences and other finance income (expenses) 45,427 (70,029 ) (7,877 ) Liability for minimum royalty expenses (50,000 ) -- -- Financing income (expenses), net $ 921,337 $ (1,337,758 ) $ 75,428 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 16 – 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 2013 tax year. C. As of December 31, 2018, the Company has carried forward losses for Israeli income tax purposes of approximately $3.7 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: 2018 2017 Net loss carry-forward $ 1,121,229 $ 814,000 Valuation allowance (1,121,229 ) (814,000 ) - - E. For the years ended December 31, 2018, 2017 and 2016, the following table reconciles the statutory income tax rate to the effective income tax rate: Year Ended December 31, 2018 2017 2016 Tax rate 23 % 24 % 25 % Tax expense (benefit) at statutory rate $ (105,234 ) $ (642,090 ) $ (163,365 ) Tax rate differential - 28,057 (55,376 ) Decrease in taxes from permanent differences in stock-based compensation 10,964 27,301 52,545 Decrease in taxes from permanent difference in warrants liabilities (212,959 ) 304,254 29,394 Loss carryforwards-change in valuation allowance 307,229 282,478 136,802 Income tax expense (benefit) $ - $ - $ - |
Loss per Ordinary Share
Loss per Ordinary Share | 12 Months Ended |
Dec. 31, 2018 | |
Loss per Ordinary Share [Abstract] | |
LOSS PER ORDINARY SHARE | NOTE 17 – 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, 2018, 2017 and 2016, are as follows: Year ended December 31 2018 2017 2016 Loss for the year $ (457,541 ) $ (2,675,372 ) $ (653,461 ) Less: Loss attributed to preferred shares - 31,950 32,483 Loss for the year attributable to ordinary shareholders $ (457,541 ) $ (2,643,422 ) $ (620,978 ) Weighted average number of ordinary shares outstanding attributable to ordinary shareholders 70,869,924 68,587,261 62,467,556 During the years ended December 31, 2018, 2016 and 2015, 600,00, 4,518,406 and 3,106,000, three-year warrants, respectively, were issued - as described in Note 9. These warrants 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, 2018 and 2017 and 2016 there were no other potentially dilutive instruments (except for the convertible preferred shares). During the years ended December 31, 2018, and 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 6,489,221 and 7,717,721 and 1,182,066 respectively. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 18 – RELATED PARTIES A. Effective as of May 1, 2015, the Company entered into an employment agreement with Mr. Rami Zigdon, the previous 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 was 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 18B. 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. On July 30, 2018, the Board of Directors of the Company resolved that Dr. Herman Weiss will cease to serve as the Company’s current Chairman of the Board of Directors, and appointed him as Chief Executive Officer of the Company, effective immediately. Additionally, in conjunction with the appointment of Dr. Weiss as Chief Executive Officer, Rami Zigdon, the Company’s previous Chief Executive Officer, left his position but was appointed as the Company’s Chief Business Officer and will continue serving as a member of the Company’s Board of Directors. The Company intends to enter into an employment agreement with Dr. Weiss at a later date. (see Note 10) B. As part of the 2015 Plan described in Note 12 above, in November 2015, the Board of Directors of the Company approved the issuance of share options to three employees, including our previous 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 (November 2019) 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 of exercisable 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, 2018 and 2017, the Company paid Ivor and Iberica approximately $36,150 and $128,000, respectively, pursuant to this consulting agreement. The Company terminated the Iberica consulting agreement, effective December 28, 2018. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS Convertible bridge loan transaction On February 27, 2019, we entered into a convertible bridge loan agreement, and issued notes and warrants relating thereto, to obtain an aggregate loan of $1,350,500 from several private lenders, including DPH Investment Ltd., a holder of 11.5% of our shares (as of such date), to finance the Company’s activities through the consummation of a proposed public offering and our planned up listing to the NASDAQ Capital Market. The convertible bridge loan agreement signed on February 27, 2019 superseded and replaced the convertible bridge loan agreement for $30,000, signed on December 30, 2018, that is described in Note 5 above. The loan, which has an original issue discount of ten percent (10%), bears interest at a flat rate of ten percent (10%) and has a maturity date six months after receipt of the loan funds. The loan is convertible into ordinary shares of the Company after the maturity date at a conversion price equal to 70% of the average closing bid price of the Company’s Ordinary Shares in the five days prior to the conversion. In the event the Company’s defaults under the loan agreement, the conversion price will be reduced to 60% of the average closing bid price of the Company’s Ordinary Shares in the 15 days prior to the conversion. In addition, the lenders received 25% warrant coverage, with the warrant exercise price to be equal to the offering price in the proposed public offering, or, in the event the loan is converted into shares, the warrant exercise price will be equal to the applicable closing bid price of the Company’s shares at the time of the conversion of the loan. On March 10, 2019, we entered into an amendment to the bridge loan agreement. The amendment provides for a 10% penalty if we repay the loan prior to the maturity date. In addition, we agreed to grant the lenders an additional 25% warrant coverage, under the same terms as the original warrant, but with a warrant exercise price equal to 150% of the closing bid price of our shares on the day prior to the closing of the bridge loan transaction. Amarantus Transaction On February 27, 2019, the Company entered into a joint venture agreement with Amarantus Bioscience Holdings, Inc, pursuant to which the Company issued Ordinary Share representing 19.99% of the Company to Amarantus, in exchange for Amarantus transferring to the Company 19.99% of Breakthrough Diagnostics, Inc. (“Breakthrough”), a wholly-owned subsidiary of Amarantus, and for Amarantus assigning its amended and restated license agreement with the University of Leipzig for an exclusive license to develop and commercialize the LymPro Test®, an immune-based neurodiagnostic blood test for the detection of Alzheimer’s disease (the “License”), to Breakthrough. In addition, as part of the transaction, the Company provided Amarantus with an interest-free loan in the amount of $45,000 to be used to pay certain financial obligations of Amarantus owed to the University of Leipzig prior to the assignment of the License to Breakthrough, in connection with the license agreement and a related sponsored research agreement. The maturity date of the loan is May 1, 2019. In addition, the Company provided Breakthrough with an interest-free loan in the amount of $135,000 to be used to pay certain financial obligations of Breakthrough owed to the University of Leipzig after the assignment of the License to Breakthrough, in connection with the license agreement and the related sponsored research agreement. The maturity date of this loan is September 30, 2019. The Company expects to loan up to an additional $180,000 to cover additional fees that will be owed by Breakthrough to the University of Leipzig in connection with the license agreement and the sponsored research agreement. As part of the joint venture with Amarantus, the Company was granted an option, in effect for sixty (60) days, to acquire the remaining 80.01% of Breakthrough held by Amarantus in exchange for the issuance to Amarantus of Ordinary Shares of the Company representing an additional thirty percent (30%) of the Company, such that upon consummation of the transaction the Company will own 100% of Breakthrough and Amarantus will own 49.99% of the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statements | A. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the fair value measurement of the derivative warrants liability stock-based compensation and the going concern assumptions. |
Functional currency | B. Functional currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S dollar (“$” 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. For presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling the reported period total amounts. December 31 December 31 2018 2017 Cash and cash equivalents $ 63,550 $ 683,202 Restricted cash 9,343 10,099 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 72,893 $ 693,301 There were no restricted cash amounts as of December 31, 2016. |
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 has not incurred 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. |
Convertible Bridge Loan | H. Convertible Bridge Loan The Company has considered the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and determined that the embedded conversion feature of the convertible bridge loan should be bifurcated from the host instrument, as the embedded conversion feature is not considered indexed to the company’s own stock (since the “fixed-for-fixed” concept is not met). accordingly, upon initial recognition, the embedded conversion feature was measured at fair value and the remaining proceeds were allocated to the loan component (Host). In subsequent periods the derivative liability related to the conversion feature is remeasured at fair value through profit or loss (with changes presented within financing income or expense, as applicable) and the remaining bridge loan component is measured at amortized cost. The amount that was allocated to the embedded conversion feature upon initial recognition, created a discount on the loan component. Such discount is amortized as interest expense to profit or loss over the term of the loan until its stated maturity. |
Deferred income taxes | I. Deferred income taxes 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 2018, 2017 and 2016 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 | J. 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, 2018 have been made. |
Research and development expenses | K. 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 | L. 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 10A. and Note 13. The cumulative research and development grants received by the Company from inception through December 2018 amounted to $272,237. As of December 31, 2018, and 2017, the Company did not accrue for or pay any royalties to the OCS as no revenue has yet been generated. |
Basic and diluted net loss per ordinary share | M. Basic and diluted net loss per ordinary share Basic net loss per ordinary share is computed by dividing the net 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 that were outstanding until March 16, 2017) 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 were considered, since such shares had a contractual obligation to share in the losses of the Company, in accordance with the guidance in ASC Topic 260-10. Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the year using the treasury stock method with respect to stock options and stock warrants and using the if-converted method with respect to convertible loans. In computing Diluted loss per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all potentially dilutive shares if their effect is anti-dilutive. |
Stock-based compensation | N. 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 net 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 | O. 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 9) 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 | P. Warrants Liability During 2018, 2016 and 2015, the Company issued 600,000, 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”). 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 as part of in the “Financing Expense, net” line in operations in the accompanying statement of loss. |
Concentrations of credit risk | Q. 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 | R. 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. |
Recent Accounting Pronouncements | S. Recent Accounting Pronouncements 1. Commencing January 1, 2018, the Company early adopted ASU 2016-18, Statement of Company’s consolidated financial statements Cash Flows (Topic 230): “Restricted Cash”, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. 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. ASU 2016-18 requires application using a retrospective transition method. The Company adopted ASU 2016-18, January 1, 2018 using the retrospective transition method, as required by its provisions. As a result, the Company has retrospectively applied this guidance to the accompanying consolidated statement of cash flows for the year ended December 31, 2017. There were no restricted cash balances during 2016. 2. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation”. The amendment provides guidance about which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting. The guidance became effective for the fiscal year beginning on January 1, 2018, including interim periods within that year. This guidance had no material impact on the Company’s consolidated financial statements. 3. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02 (Topic 842) “Leases”. Topic 842 supersedes the lease requirements in ASC Topic 840, “Leases”. Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. In July 2018, the FASB issued amendments in ASU 2018-11, which provide a transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to change the date of initial application to the beginning of the earliest comparative period presented, or retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The company is not involved in any financing leases as a lessor. Based on the current operating leases of the company as a lessee, the company believes that the provisions of ASU 2016-02 will not have a material impact on the financial statements. 4. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures, if any. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Schedule of restricted cash | December 31 December 31 2018 2017 Cash and cash equivalents $ 63,550 $ 683,202 Restricted cash 9,343 10,099 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 72,893 $ 693,301 |
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, 2018 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | As of December 31, 2018 2017 Prepaid expenses $ 21,000 $ - Governmental institutions 6,117 8,444 Others 5,873 11,310 $ 32,990 $ 19,754 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, Net [Abstract] | |
Schedule of property, plant and equipment | As of December 31, 2018 2017 Laboratory equipment & other $ 151,065 $ 139,093 Computers 7,180 3,782 Vehicle 5,204 5,204 Furniture and equipment 13,046 13,046 176,495 161,125 Less - accumulated depreciation (83,253 ) (57,751 ) Total property and equipment, net $ 93,242 $ 103,374 |
Short-Term Loans From Third P_2
Short-Term Loans From Third Party (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Debt [Abstract] | |
Schedule of Short-term loan from third party | As of December 31, 2018 2017 Short-term loan principal (see Note 10) $ 30,012 $ - Less: original issue discount (3,000 ) - Less: Fair value of derivative instrument (9,000 ) - $ 18,012 $ - |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | As of December 31, 2018 2017 Accrued payroll and related taxes $ 111,076 $ 16,424 Provision for vacation 12,807 5,392 Accrued expenses 87,540 87,975 $ 211,423 $ 109,791 |
Derivative Warrants Liability (
Derivative Warrants Liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Warrants Liability [Abstract] | |
Schedule of outstanding warrants and terms | Issuance date Outstanding as of December 31, 2017 Outstanding as of December 31, 2018 Exercise Exercisable as of Exercisable Through Series (2015) 3,106,000 1,502,500 $ 0.5 1,502,500 April 2021 Series (2016) 2,853,406 2,628,406 $ 0.5 2,628,406 May 2019 Series (2018) - 600,000 $ 0.125 600,000 November 2021 5,959,406 4,730,906 |
Schedule of derivative warrant liabilities | As of As of Series (2015) Series (2016) Series (2018) Series (2015) Series (2016) Share price (U.S. dollars) $ 0.094 $ 0.094 $ 0.094 $ 0.59 $ 0.59 Exercise price (U.S. dollars) $ 0.5 $ 0.5 $ 0.125 $ 0.5 $ 0.5 Expected volatility 63 % 63 % 63 % 67 % 67 % Risk-free interest rate 2.92 % 2.92 % 2.92 % 1.0 % 1.0 % Dividend yield - - - - - Expected term (years) 2.4 0.47 2.88 0.37 0.77 |
Schedule of stock options derivative warrant liabilities | Series (2015) Series (2016) Series (2018) Total Balances at December 31, 2016 $ 76,768 $ 182,948 - $ 259,716 Exercised - (297,200 ) - (297,200 ) Changes in fair value 477,648 623,581 - 1,101,229 Balances at December 31, 2017 $ 554,416 $ 509,329 - $ 1,063,745 Amount classified to equity upon exercise (88,803 ) (40,162 ) - (128,965 ) expired (178,498 ) - - (178,498 ) Issued - - 19,655 19,655 Changes in fair value (281,119 ) (466,293 ) - (747,412 ) Balances at December 31, 2018 $ 5,996 $ 2,874 19,655 $ 28,525 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments 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, 2018 | |
Stock Options [Abstract] | |
Schedule of stock option activity for employees and directors | Number of Options Weighted Average Exercise Price Outstanding at December 31, 2017 1,758,315 0.0026 Granted - - Exercised - - Forfeited or expired - - Outstanding at December 31, 2018 1,758,315 0.0026 Number of options exercisable at December 31, 2018 1,137,731 0.0026 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 |
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 11F 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 2.03 1,137,731 0.0026 |
Research and Development Expe_2
Research and Development Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development Expenses, Net [Abstract] | |
Schedule of research and development expenses | Year ended December 31 2018 2017 2016 Salaries and related expenses $ 178,486 $ 144,250 $ 145,997 Stock-based compensation 12,077 22,883 48,056 Professional fees 22,271 18,888 37,426 Laboratory and materials 70,779 143,644 109,299 Patent expenses 82,367 65,654 24,956 Rent and maintenance 40,146 41,673 41,289 Liability for minimum royalty expenses (*) -- 238,000 50,000 Depreciation 25,650 24,083 20,695 Travel expenses 3,804 2,152 2,942 Insurance and other expenses 23,604 19,300 3,293 459,184 720,527 483,953 Less: Grants from the OCS and others (**) - - (166,046 ) $ 459,184 $ 720,527 $ 317,907 (*) See Note 10B. (**) See Note 10A and 10D. |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31 2018 2017 2016 Salaries and related expenses $ 190,207 $ 67,541 $ 29,254 Stock-based compensation 35,595 90,875 162,124 Communication and investor relations 230,194 83,836 5,121 Professional fees (*) 269,980 224,407 150,341 Insurance and other expenses 193,718 150,428 64,142 $ 919,694 $ 617,087 $ 410,982 (*) includes listing expenses |
Financing Income (Expenses), _2
Financing Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financing Income (Expenses), Net [Abstract] | |
Schedule of financing income (expenses), net | Year ended December 31 2018 2017 2016 US Dollars Change in fair value of warrants liability and fair value of warrants expired (see Note 9) $ 925,910 $ (1,101,229 ) $ 117,577 Inducement related to warrants exercised - (166,500 ) - Expenses related to issuing warrants - - (34,272 ) Exchange rate differences and other finance income (expenses) 45,427 (70,029 ) (7,877 ) Liability for minimum royalty expenses (50,000 ) -- -- Financing income (expenses), net $ 921,337 $ (1,337,758 ) $ 75,428 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax [Abstract] | |
Schedule of deferred tax assets to recoverable amounts | As of December, 31 Composition of deferred tax assets: 2018 2017 Net loss carry-forward $ 1,121,229 $ 814,000 Valuation allowance (1,121,229 ) (814,000 ) - - |
Schedule of statutory income tax rate to the effective income tax rate | Year Ended December 31, 2018 2017 2016 Tax rate 23 % 24 % 25 % Tax expense (benefit) at statutory rate $ (105,234 ) $ (642,090 ) $ (163,365 ) Tax rate differential - 28,057 (55,376 ) Decrease in taxes from permanent differences in stock-based compensation 10,964 27,301 52,545 Decrease in taxes from permanent difference in warrants liabilities (212,959 ) 304,254 29,394 Loss carryforwards-change in valuation allowance 307,229 282,478 136,802 Income tax expense (benefit) $ - $ - $ - |
Loss per Ordinary Share (Tables
Loss per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loss per Ordinary Share [Abstract] | |
Schedule of computing basic and diluted loss per ordinary share | Year ended December 31 2018 2017 2016 Loss for the year $ (457,541 ) $ (2,675,372 ) $ (653,461 ) Less: Loss attributed to preferred shares - 31,950 32,483 Loss for the year attributable to ordinary shareholders $ (457,541 ) $ (2,643,422 ) $ (620,978 ) Weighted average number of ordinary shares outstanding attributable to ordinary shareholders 70,869,924 68,587,261 62,467,556 |
General (Details)
General (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
General (Textual) | |||||
Accumulated deficit | $ (5,693,353) | $ (5,235,812) | |||
Shareholders' deficit | (1,215,934) | (1,339,633) | $ (403,949) | $ (527,510) | |
Total cash and cash equivalent balance | 72,893 | 693,301 | $ 439,077 | [1] | $ 155,678 |
Current liabilities exceed current assets | $ 1,198,534 | $ 244,791 | |||
[1] | See Note 2D |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | Dec. 31, 2015 |
Cash and cash equivalents | $ 63,550 | $ 683,202 | $ 439,077 | $ 155,678 | |
Restricted cash | 9,343 | 10,099 | |||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 72,893 | $ 693,301 | $ 439,077 | $ 155,678 | |
[1] | See Note 2D |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
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 Polici_6
Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Research and development grants received | $ 272,237 | ||
Warrant [Member] | |||
Issuance of warrants to purchase ordinary shares | 600,000 | 4,518,406 | 3,106,000 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Current Assets [Abstract] | ||
Prepaid expenses | $ 21,000 | |
Governmental institutions | 6,117 | 8,444 |
Other | 5,873 | 11,310 |
Other current assets | $ 32,990 | $ 19,754 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | $ 176,495 | $ 161,125 |
Less - accumulated depreciation | (83,253) | (57,751) |
Total property and equipment, net | 93,242 | 103,374 |
Laboratory equipment & other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | 151,065 | 139,093 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net, gross | 7,180 | 3,782 |
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 | $ 13,046 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Property and Equipment, Net (Textual) | ||||
Depreciation expense | $ 25,502 | $ 24,083 | [1] | $ 20,695 |
[1] | See Note 2D |
Short-Term Loans From Third P_3
Short-Term Loans From Third Party (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt [Abstract] | ||
Short-term loan principal (see Note 10) | $ 30,012 | |
Less: original issue discount | (3,000) | |
Less: Fair value of derivative instrument | (9,000) | |
Short-term Debt | $ 18,012 |
Short-Term Loans From Third P_4
Short-Term Loans From Third Party (Details Textual) | 1 Months Ended |
Dec. 30, 2018USD ($) | |
Short-term Debt [Abstract] | |
Bridge loan | $ 30,000 |
Interest at a flat rate | 10.00% |
Initial term | 6 months |
Short-term loan, description | The investor shall have at any time after the Maturity Date the option to convert the loan principal plus the unpaid interest into Ordinary Shares of the Company, at a conversion price equal to 70% of the lowest closing price of the Company's Ordinary Shares in the five (5) days prior to the conversion as quoted by Bloomberg, LP. In the event of default by the Company, the investor shall have the option to convert the loan principal plus the interest into Ordinary Shares of the Company, at a conversion price equal to 60% of the lowest closing price of the Company's Ordinary Shares in the fifteen (15) days prior to the conversion as quoted by Bloomberg, LP. |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Current Liabilities [Abstract] | ||
Accrued payroll and related taxes | $ 111,076 | $ 16,424 |
Provision for vacation | 12,807 | 5,392 |
Accrued expenses | 87,540 | 87,975 |
Other current liabilities | $ 211,423 | $ 109,791 |
Short-Term Loans from Shareho_2
Short-Term Loans from Shareholders (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Short-Term Loans from Shareholders (Textual) | |||||
Repayments of shareholders loans | [1] | $ 23,529 | |||
Loans maturity date | Dec. 31, 2019 | ||||
Shareholders loan amount | $ 350,000 | ||||
Conversion price | $ 0.10 | ||||
Conversion of shares | 3,500,000 | ||||
Ordinary shares issued | 7,000,000 | ||||
Converison of period | 5 years | ||||
Price per share | $ 0.20 | ||||
[1] | See Note 2D |
Derivative Warrants Liability_2
Derivative Warrants Liability (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | ||
Outstanding | 4,730,906 | 5,959,406 |
Series (2015) [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,502,500 | 3,106,000 |
Exercise Price | $ 0.5 | |
Exercisable | 1,502,500 | |
Exercisable Through | April 2021 | |
Series (2016) [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 2,628,406 | 2,853,406 |
Exercise Price | $ 0.5 | |
Exercisable | 2,628,406 | |
Exercisable Through | May 2019 | |
Series (2018) [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 600,000 | |
Exercise Price | $ 0.125 | |
Exercisable | 600,000 | |
Exercisable Through | November 2021 |
Derivative Warrants Liability_3
Derivative Warrants Liability (Details 1) - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | 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) | $ 0.094 | $ 0.59 | ||
Exercise price (U.S. dollars) | $ 0.5 | $ 0.5 | ||
Expected volatility | 63.00% | 67.00% | ||
Risk-free interest rate | 2.92% | 1.00% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected term (years) | 2 years 4 months 24 days | 4 months 13 days | ||
Series (2016) [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Share price (U.S. dollars) | $ 0.094 | $ 0.59 | ||
Exercise price (U.S. dollars) | $ 0.5 | $ 0.5 | ||
Expected volatility | 63.00% | 67.00% | ||
Risk-free interest rate | 2.92% | 1.00% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected term (years) | 5 months 20 days | 9 months 7 days | ||
Series (2018) [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Share price (U.S. dollars) | $ 0.094 | |||
Exercise price (U.S. dollars) | $ 0.125 | |||
Expected volatility | 63.00% | |||
Risk-free interest rate | 2.92% | |||
Dividend yield | 0.00% | |||
Expected term (years) | 2 years 10 months 17 days | |||
[1] | 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 11F above) |
Derivative Warrants Liability_4
Derivative Warrants Liability (Details 2) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Beginning Balances | $ 1,063,745 | $ 259,716 | ||
Exercised | (297,200) | |||
Amount classified to equity upon exercise | (128,965) | |||
Expired | (178,498) | |||
Issued | 19,655 | |||
Changes in fair value | (925,910) | 1,101,229 | [1] | $ (117,577) |
Ending Balances | 28,525 | 1,063,745 | 259,716 | |
Series (2015) [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Beginning Balances | 554,416 | 76,768 | ||
Exercised | ||||
Amount classified to equity upon exercise | (88,803) | |||
Expired | (178,498) | |||
Issued | ||||
Changes in fair value | (281,119) | 477,648 | ||
Ending Balances | 5,996 | 554,416 | 76,768 | |
Series (2016) [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Beginning Balances | 509,329 | 182,948 | ||
Exercised | (297,200) | |||
Amount classified to equity upon exercise | (40,162) | |||
Expired | ||||
Issued | ||||
Changes in fair value | (466,293) | 623,581 | ||
Ending Balances | 2,874 | 509,329 | 182,948 | |
Series (2018) [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Beginning Balances | ||||
Exercised | ||||
Amount classified to equity upon exercise | ||||
Expired | ||||
Issued | 19,655 | |||
Changes in fair value | ||||
Ending Balances | $ 19,655 | |||
[1] | See Note 2D |
Derivative Warrants Liability_5
Derivative Warrants Liability (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 30, 2018 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2018 | Apr. 30, 2017 | ||
Derivative Warrants Liability (Textual) | |||||||||
Proceeds from warrants | $ 19,655 | [1] | $ 244,446 | ||||||
Estimated fair value of warrant liability | 28,525 | 1,063,745 | 259,716 | ||||||
Exercised warrants into shares of common stock | 453,223 | 1,063,100 | |||||||
Issuance of stock and warrants for services or claims | 166,500 | [1] | |||||||
Fair value of warrants exercised | $ 128,965 | $ 297,200 | [1] | ||||||
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 or increase in volatility would not have materially changed the value of the warrants. 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. | ||||||||
Warrants percentage | 25.00% | ||||||||
Warrants additional term | 3 years | ||||||||
Exercised of warrants issued | 722,500 | ||||||||
Cash consideration | $ 361,250 | ||||||||
Warrants issued | 1,106,000 | ||||||||
Warrants amount | $ 178,498 | ||||||||
Finance expenses | $ 925,910 | ||||||||
Warrant [Member] | |||||||||
Derivative Warrants Liability (Textual) | |||||||||
Fair value warrants issued | 600,000 | 4,518,406 | 3,106,000 | ||||||
Exercise price of warrants | $ 0.125 | ||||||||
Exercised warrants into shares of common stock | $ 666,000 | ||||||||
Exercised warrants into shares of common stock, share | 1,665,000 | ||||||||
Maximum [Member] | |||||||||
Derivative Warrants Liability (Textual) | |||||||||
Exercise price of warrants | $ 0.5 | ||||||||
Minimum [Member] | |||||||||
Derivative Warrants Liability (Textual) | |||||||||
Exercise price of warrants | $ 0.4 | ||||||||
[1] | See Note 2D |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities (Details) | Dec. 31, 2018 |
Commitments and Contingent Liabilities (Textual) | |
Royalty Payment On Net Sale, Reduced Percentage | 2.00% |
Other Products [Member] | |
Commitments and Contingent Liabilities (Textual) | |
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% |
Leukemia Related Products [Member] | |
Commitments and Contingent Liabilities (Textual) | |
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% |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities (Details Textual) | Aug. 01, 2018 | Nov. 30, 2018 | Nov. 24, 2018 | Jan. 31, 2015USD ($)m² | Jan. 31, 2015ILS (₪)m² | Dec. 31, 2018USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2016USD ($) | Dec. 31, 2013USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2019ILS (₪) | Dec. 31, 2017USD ($) | Oct. 31, 2015USD ($) |
Commitments and Contingent Liabilities [Line Items] | |||||||||||||
Research and development grants received | $ 56,000 | $ 162,017 | |||||||||||
Grants receivable | 110,220 | $ 56,000 | |||||||||||
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 | m² | 108 | 108 | |||||||||||
Operating leases, rent expense | $ 1,830 | ₪ 6,780 | 1,892 | ₪ 7,200 | |||||||||
Service fee percentage on grants received | 10.00% | ||||||||||||
Liability for minimum royalties | 185,000 | $ 135,000 | |||||||||||
Liability for minimum royalties - long-term | 188,000 | $ 188,000 | |||||||||||
Liabilities | $ 373,000 | ||||||||||||
Grants maximum amount | $ 185,000 | ||||||||||||
Terminate agreement term | 7 years | 7 years | |||||||||||
Ostrovitsky loan conversion description | The Company at price of US$0.10 per share- (3,500,000 Shares). The conversion of the loan into ordinary shares shall be completed subject to the approval of the shareholders of the Company. In addition, the Company agreed to grant the beneficiary an option to purchase twice the amount of the converted stocks, (7,000,000 ordinary shares), to be available to purchase at a stock price of US$0.20 per share, for a period of 5 years from the signing of this contract. | Pursuant to the letter of intent, the Company undertook to issue to Amarantus 19.99% of the Company's outstanding ordinary shares, in exchange for 19.99% of Breakthrough Diagnostics, Inc., a wholly-owned subsidiary of Amarantus. As part of the joint venture transaction, all rights to the LymPro Test and certain other diagnostic assets will be assigned by Amarantus to Breakthrough Diagnostics. In addition, Amarantus undertook to grant the Company an exclusive option, in effect for sixty (60) days, to acquire the remaining 80.01% of Breakthrough Diagnostics in exchange for an additional 30.01% of the Company's outstanding shares. The exclusive option will be exercisable upon Amarantus entering into an amended and restated license agreement with the University of Leipzig. The closing of the joint venture transaction is subject to the Company raising $1,000,000 in equity or debt financing. | |||||||||||
Annual meeting description | <font style="font-family: 'times new roman', times, serif; font-size: 10pt;">The Company for approval at the annual meeting of shareholders:</font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Salary</i>: NIS 47,840 per month</font></td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Bonus</i>: Annual performance bonus of up to 35% of annual salary + 1% additional options, linked to the achievement of performance goals to be established by the Board of Directors each year.</font></td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Equity</i>: The Company will grant the CEO options to purchase 5% of the Company’s issued and outstanding shares as of March 25, 2019, at an exercise price equal to the fair market value of the Company’s shares on the date of grant, in accordance with the following vesting schedule:</font></td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 56.7pt; text-align: left; color: #000000; text-transform: none; text-indent: -21.25pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">○</font></td>
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padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest on grant</font></td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 70.9pt; text-align: left; color: #000000; text-transform: none; text-indent: -14.2pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.6in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td>
<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;">○</td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest on the consummation of the Company’s planned public offering (the “Public Offering Date”)</font></td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 70.9pt; text-align: left; color: #000000; text-transform: none; text-indent: -14.2pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">○</font></td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest quarterly in the first year following the Public Offering Date</font></td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 70.9pt; text-align: left; color: #000000; text-transform: none; text-indent: -14.2pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">○</font></td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest quarterly in the second year following the Public Offering Date</font></td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
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<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Notice Period</i>: 3 months</font></td>
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<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Severance Payments</i>: 6 months’ salary following effective date of termination</font></td>
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<td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Change in Control Payment</i>: In the event the CEO is terminated due to a change of control, the Company will pay the CEO 12 months’ salary (instead of the 6 months’ salary) following the effective date of termination.</font></td>
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<td style="font: 10pt/normal 'times new roman', times, serif; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"> </td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;">●</td>
<td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><i>Change in Control Acceleration</i>: In the event of a change of control transaction following the Public Offering Date vesting will be accelerated, and all of the options will become fully vested.</td>
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<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 56.7pt; text-align: left; color: #000000; text-transform: none; text-indent: -21.25pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p>
<p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 0.6in; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">The company made a provision in the financial statements of $83,000 to reflect the compensation liability to Dr. Herman Weiss for services provided as the chief executive officer, as part of other current liabilities (see Note 7).</font></p>
</div>" id="sjs-B18"><div> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 0.3in; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">The Company for approval at the annual meeting of shareholders:</font></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Salary</i>: NIS 47,840 per month</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Bonus</i>: Annual performance bonus of up to 35% of annual salary + 1% additional options, linked to the achievement of performance goals to be established by the Board of Directors each year.</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Equity</i>: The Company will grant the CEO options to purchase 5% of the Company’s issued and outstanding shares as of March 25, 2019, at an exercise price equal to the fair market value of the Company’s shares on the date of grant, in accordance with the following vesting schedule:</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 56.7pt; text-align: left; color: #000000; text-transform: none; text-indent: -21.25pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.6in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">○</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest on grant</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 70.9pt; text-align: left; color: #000000; text-transform: none; text-indent: -14.2pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.6in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;">○</td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest on the consummation of the Company’s planned public offering (the “Public Offering Date”)</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 70.9pt; text-align: left; color: #000000; text-transform: none; text-indent: -14.2pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.6in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">○</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest quarterly in the first year following the Public Offering Date</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 70.9pt; text-align: left; color: #000000; text-transform: none; text-indent: -14.2pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.6in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">○</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">25% will vest quarterly in the second year following the Public Offering Date</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Notice Period</i>: 3 months</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 10pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Severance Payments</i>: 6 months’ salary following effective date of termination</font></td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 56.7pt; text-align: left; color: #000000; text-transform: none; text-indent: -21.25pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1567px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0pt; margin-bottom: 0pt; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"></td> <td style="font: 10pt/normal 'times new roman', times, serif; width: 0.3in; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">●</font></td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"><i>Change in Control Payment</i>: In the event the CEO is terminated due to a change of control, the Company will pay the CEO 12 months’ salary (instead of the 6 months’ salary) following the effective date of termination.</font></td> </tr> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"> </td> <td style="font: 10pt/normal 'times new roman', times, serif; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"> </td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"> </td> </tr> <tr style="font: 10pt/normal 'times new roman', times, serif; vertical-align: top; font-stretch: normal;"> <td style="font: 10pt/normal 'times new roman', times, serif; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"> </td> <td style="font: 10pt/normal 'times new roman', times, serif; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;">●</td> <td style="font: 10pt/normal 'times new roman', times, serif; text-align: left; text-indent: 0px; padding-top: 0px; padding-right: 0px; padding-left: 0px; font-stretch: normal;"><i>Change in Control Acceleration</i>: In the event of a change of control transaction following the Public Offering Date vesting will be accelerated, and all of the options will become fully vested.</td> </tr> </table> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 56.7pt; text-align: left; color: #000000; text-transform: none; text-indent: -21.25pt; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;"> </font></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px 0px 0px 0.6in; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; -webkit-text-stroke-width: 0px;"><font style="font-family: 'times new roman', times, serif; font-size: 10pt;">The company made a provision in the financial statements of $83,000 to reflect the compensation liability to Dr. Herman Weiss for services provided as the chief executive officer, as part of other current liabilities (see Note 7).</font></p> </div> | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Commitments and Contingent Liabilities [Line Items] | |||||||||||||
Future minimum payments due, next twelve months | $ 22,000 | ₪ 84,000 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Textual) | Jan. 11, 2016USD ($)shares | Aug. 09, 2015 | Oct. 07, 2014USD ($)shares | Nov. 30, 2018$ / sharesshares | 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 ($)shares | Mar. 31, 2015USD ($)$ / shares | Dec. 30, 2014USD ($)$ / sharesshares | Jan. 29, 2012USD ($)shares | Jan. 29, 2012ILS (₪)₪ / sharesshares | Mar. 31, 2014USD ($)shares | Mar. 31, 2014ILS (₪)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2018₪ / shares | Dec. 31, 2017₪ / shares | Oct. 31, 2017₪ / shares | Dec. 31, 2016ILS (₪)₪ / sharesshares | Mar. 31, 2015ILS (₪) | Oct. 07, 2014₪ / shares | Apr. 22, 2010₪ / sharesshares | ||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Ordinary shares, issued | shares | 72,230,162 | 70,087,141 | |||||||||||||||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 562,553 | $ 566,569 | |||||||||||||||||||||||||||||
Ordinary shares, authorized | shares | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |||||||||||||||||||||||||||||
Issuance of warrants | shares | 1,106,000 | ||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 80,345 | $ 562,604 | [1] | $ 566,569 | |||||||||||||||||||||||||||
Stock-based compensation | 47,672 | 113,758 | [1] | 210,180 | |||||||||||||||||||||||||||
Stock options exercised | $ 226 | $ 273 | |||||||||||||||||||||||||||||
Risk-free interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||||||
Expected term (years) | 2 years 6 months | 2 years 6 months | [2] | ||||||||||||||||||||||||||||
Expected volatility | 100.00% | 100.00% | [3] | ||||||||||||||||||||||||||||
Adjustment of warrants granted for services | $ 34,272 | $ 23,233 | |||||||||||||||||||||||||||||
Related stock-based compensation expense | 48,750 | ||||||||||||||||||||||||||||||
Company issued ordinary shares | (1,215,934) | $ (1,339,633) | (403,949) | $ (527,510) | |||||||||||||||||||||||||||
Exercised warrants to common stock | shares | 3,500,000 | ||||||||||||||||||||||||||||||
Issuance of stock and warrants for services or claims | 166,500 | [1] | |||||||||||||||||||||||||||||
Fair value of warrants liability classified to equity in connection with warrants exercised during the period (see Note 9) | 128,965 | 297,200 | [1] | ||||||||||||||||||||||||||||
Provision amount | 30,000 | ||||||||||||||||||||||||||||||
Compensation expenses include research and development expenses | $ 459,184 | $ 720,527 | $ 317,907 | ||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
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 lower the exercise price of the warrants from $0.5 per share to $0.4 per share for a limited period of time of 8 weeks. | ||||||||||||||||||||||||||||||
Exercised warrants to common stock | shares | 1,665,000 | ||||||||||||||||||||||||||||||
Exercised warrants to common stock, value | $ 666,000 | ||||||||||||||||||||||||||||||
Exercised warrants to common stock, net cash | $ 599,400 | ||||||||||||||||||||||||||||||
Employee Stock [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Exercises in period | shares | 81,432 | ||||||||||||||||||||||||||||||
Stock options exercised | $ 226 | ||||||||||||||||||||||||||||||
Forfeited non-vested options | shares | 228,858 | ||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Value of capital units | ₪ | ₪ 100,000 | ||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.4 | ||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Value of capital units | ₪ | ₪ 10,000,000 | ||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.5 | ||||||||||||||||||||||||||||||
Maximum [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 2,000,000 | ||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / 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) | ||||||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Ordinary shares, par value | ₪ / 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] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Ordinary shares, par value | (per share) | $ 0.01 | ₪ 0.01 | |||||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Exercises in period | shares | |||||||||||||||||||||||||||||||
Stock options exercised | |||||||||||||||||||||||||||||||
Related stock-based compensation expense | 0 | ||||||||||||||||||||||||||||||
Company issued ordinary shares | $ 9,424 | 8,810 | |||||||||||||||||||||||||||||
Stock-based compensation, shares | shares | 18,379 | 237,276 | |||||||||||||||||||||||||||||
Conversion of preferred shares into ordinary shares, shares | shares | (3,351,850) | ||||||||||||||||||||||||||||||
Ordinary Shares of NIS 0.01[Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Stock based expense | shares | 350,000 | ||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 3,015 | $ 11,669 | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 1,061,125 | 4,518,406 | |||||||||||||||||||||||||||||
Exercises in period | shares | 620,521 | 81,432 | 103,428 | ||||||||||||||||||||||||||||
Stock options exercised | $ 1,656 | $ 226 | $ 273 | ||||||||||||||||||||||||||||
Related stock-based compensation expense | 0 | ||||||||||||||||||||||||||||||
Company issued ordinary shares | $ 190,679 | $ 184,961 | $ 166,723 | 154,781 | |||||||||||||||||||||||||||
Stock-based compensation, shares | shares | |||||||||||||||||||||||||||||||
Conversion of preferred shares into ordinary shares, shares | shares | 3,351,850 | ||||||||||||||||||||||||||||||
Ordinary Shares of NIS 0.01[Member] | Investor [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 350,593 | $ 50,000 | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 9,000,000 | 606,000 | |||||||||||||||||||||||||||||
Ordinary Shares of NIS 0.01[Member] | Investor [Member] | Share Purchase Agreement One [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 18,120,000 | ||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 150,000 | ||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 600,000 | 4,518,406 | 3,106,000 | ||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.125 | ||||||||||||||||||||||||||||||
Exercises in period | shares | 81,432 | ||||||||||||||||||||||||||||||
Stock options exercised | $ 226 | ||||||||||||||||||||||||||||||
Warrant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Vested in period | shares | 25,855 | 232,696 | |||||||||||||||||||||||||||||
Risk-free interest rate | 1.00% | ||||||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||||||
Expected term (years) | 18 months | ||||||||||||||||||||||||||||||
Expected volatility | 67000.00% | ||||||||||||||||||||||||||||||
Derivative liability | $ 91,490 | ||||||||||||||||||||||||||||||
Mr.Zigdon [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Stock based expense | shares | 237,276 | 96,195 | |||||||||||||||||||||||||||||
Ordinary shares, issued | shares | 18,379 | 3,000,000 | |||||||||||||||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ||||||||||||||||||||||||||||||
Exercises in period | shares | 103,428 | ||||||||||||||||||||||||||||||
Stock options exercised | $ 273 | ||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||||||||||||||||||
Issued share capital, percentage | 5.00% | ||||||||||||||||||||||||||||||
[1] | See Note 2D | ||||||||||||||||||||||||||||||
[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] | 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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options, Outstanding ,Beginning balance | 1,758,315 | 2,068,605 | |
Number of Options, Ending Balance | 1,758,315 | 2,068,605 | |
Weighted Average Exercise Price Outstanding ,Beginning balance | $ 0.0026 | $ 0.0026 | |
Weighted Average Exercise Price Outstanding, Ending balance | $ 0.0026 | $ 0.0026 | |
Employees And Directors [Member] | |||
Number of Options, Outstanding ,Beginning balance | 1,758,315 | 2,068,605 | |
Number of Options, Granted | |||
Number of Options, Exercised | |||
Number of Options, Forfeited or expired | |||
Number of Options, Ending Balance | 1,758,315 | 1,758,315 | 2,068,605 |
Number of options exercisable | 1,137,731 | 827,443 | |
Weighted Average Exercise Price Outstanding ,Beginning balance | $ 0.0026 | $ 0.0026 | |
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | 0.0026 | ||
Weighted Average Exercise Price, Forfeited or expired | |||
Weighted Average Exercise Price Outstanding, Ending balance | 0.0026 | 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 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 11F above) |
Stock Options (Details 2)
Stock Options (Details 2) - Exercise Price 0.0026 [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Options Outstanding, Number of Option | 1,758,315 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 11 days |
Option Exercisable, Number of Option | 1,137,731 |
Option Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.0026 |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Stock-based compensation | $ 47,672 | $ 113,758 | [1] | $ 210,180 |
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 | ||
[1] | See Note 2D |
Research and Development Expe_3
Research and Development Expenses, Net (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Research and Development Expense, Gross | $ 459,184 | $ 720,527 | $ 483,953 | |
Less: Grants from the OCS and others | [1] | (166,046) | ||
Research and Development Expense | 459,184 | 720,527 | 317,907 | |
Salaries and related expenses [Member] | ||||
Research and Development Expense, Gross | 178,486 | 144,250 | 145,997 | |
Stock-based compensation [Member] | ||||
Research and Development Expense, Gross | 12,077 | 22,883 | 48,056 | |
Professional fees [Member] | ||||
Research and Development Expense, Gross | 22,271 | 18,888 | 37,426 | |
Laboratory and materials [Member] | ||||
Research and Development Expense, Gross | 70,779 | 143,644 | 109,299 | |
Patent expenses [Member] | ||||
Research and Development Expense, Gross | 82,367 | 65,654 | 24,956 | |
Rent and maintenance [Member] | ||||
Research and Development Expense, Gross | 40,146 | 41,673 | 41,289 | |
Liability for minimum royalties expenses [Member] | ||||
Research and Development Expense, Gross | [2] | 238,000 | 50,000 | |
Depreciation [Member] | ||||
Research and Development Expense, Gross | 25,650 | 24,083 | 20,695 | |
Travel expenses [Member] | ||||
Research and Development Expense, Gross | 3,804 | 2,152 | 2,942 | |
Insurance and other expenses [Member] | ||||
Research and Development Expense, Gross | $ 23,604 | $ 3,293 | $ 19,300 | |
[1] | See Note 10A and 10D. | |||
[2] | See Note 10B. |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
General and administrative expenses | $ 919,694 | $ 617,087 | $ 410,982 | |
Salaries and related expenses [Member] | ||||
General and administrative expenses | 190,207 | 67,541 | 29,254 | |
Stock-based compensation [Member] | ||||
General and administrative expenses | 35,595 | 90,875 | 162,124 | |
Communication and investor relations [Member] | ||||
General and administrative expenses | 230,194 | 83,836 | 5,121 | |
Professional fees [Member] | ||||
General and administrative expenses | [1] | 269,980 | 224,407 | 150,341 |
Insurance and other expenses [Member] | ||||
General and administrative expenses | $ 193,718 | $ 150,428 | $ 64,142 | |
[1] | includes listing expenses |
Financing Income (Expenses), _3
Financing Income (Expenses), Net (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Change in fair value of warrants liability | $ 925,910 | $ (1,101,229) | [1] | $ 117,577 |
Inducement related to warrants exercised | (166,500) | |||
Expenses related to issuing warrants | (34,272) | |||
Exchange rate differences and other finance costs | 45,427 | (70,029) | (7,877) | |
Liability for minimum royalty expenses | (50,000) | |||
Financing (income) expenses, net | $ 921,337 | $ (1,337,758) | $ 75,428 | |
[1] | See Note 2D |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Composition of deferred tax assets: | ||
Net loss carry-forward | $ 1,121,229 | $ 814,000 |
Valuation allowance | (1,121,229) | (814,000) |
Deferred tax assets |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Abstract] | |||
Tax rate | 23.00% | 24.00% | 25.00% |
Tax expense (benefit) at statutory rate | $ (105,234) | $ (642,090) | $ (163,365) |
Tax rate differential | 28,057 | (55,376) | |
Decrease in taxes from permanent differences in stock-based compensation | 10,964 | 27,301 | 52,545 |
Decrease in taxes from permanent difference in warrants liabilities | (212,959) | 304,254 | 29,394 |
Loss carryforwards-change in valuation allowance | 307,229 | 282,478 | 136,802 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Net loss for the year | $ (457,541) | $ (2,675,372) | [1] | $ (653,461) |
Less: Loss attributed to preferred shares | 31,950 | 32,483 | ||
Loss for the year attributable to ordinary shareholders | $ (457,541) | $ (2,643,422) | $ (620,978) | |
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders | 70,869,924 | 68,587,261 | 62,467,556 | |
[1] | See Note 2D |
Loss per Ordinary Share (Deta_2
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, 2018USD ($) | Dec. 31, 2017USD ($) | 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 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Feb. 27, 2019 | |
Subsequent Event (Textual) | |
Convertible bridge loan transaction, description | On February 27, 2019, we entered into a convertible bridge loan agreement, and issued notes and warrants relating thereto, to obtain an aggregate loan of $1,350,500 from several private lenders, including DPH Investment Ltd., a holder of 11.5% of our shares (as of such date), to finance the Company's activities through the consummation of a proposed public offering and our planned up listing to the NASDAQ Capital Market. The convertible bridge loan agreement signed on February 27, 2019 superseded and replaced the convertible bridge loan agreement for $30,000, signed on December 30, 2018, that is described in Note 5 above. The loan, which has an original issue discount of ten percent (10%), bears interest at a flat rate of ten percent (10%) and has a maturity date six months after receipt of the loan funds. The loan is convertible into ordinary shares of the Company after the maturity date at a conversion price equal to 70% of the average closing bid price of the Company's Ordinary Shares in the five days prior to the conversion. In the event the Company's defaults under the loan agreement, the conversion price will be reduced to 60% of the average closing bid price of the Company's Ordinary Shares in the 15 days prior to the conversion. In addition, the lenders received 25% warrant coverage, with the warrant exercise price to be equal to the offering price in the proposed public offering, or, in the event the loan is converted into shares, the warrant exercise price will be equal to the applicable closing bid price of the Company's shares at the time of the conversion of the loan. On March 10, 2019, we entered into an amendment to the bridge loan agreement. The amendment provides for a 10% penalty if we repay the loan prior to the maturity date. In addition, we agreed to grant the lenders an additional 25% warrant coverage, under the same terms as the original warrant, but with a warrant exercise price equal to 150% of the closing bid price of our shares on the day prior to the closing of the bridge loan transaction. |
Joint venture agreement, description | On February 27, 2019, the Company entered into a joint venture agreement with Amarantus Bioscience Holdings, Inc, pursuant to which the Company issued Ordinary Share representing 19.99% of the Company to Amarantus, in exchange for Amarantus transferring to the Company 19.99% of Breakthrough Diagnostics, Inc. ("Breakthrough"), a wholly-owned subsidiary of Amarantus, and for Amarantus assigning its amended and restated license agreement with the University of Leipzig for an exclusive license to develop and commercialize the LymPro Test®, an immune-based neurodiagnostic blood test for the detection of Alzheimer's disease (the "License"), to Breakthrough. In addition, as part of the transaction, the Company provided Amarantus with an interest-free loan in the amount of $45,000 to be used to pay certain financial obligations of Amarantus owed to the University of Leipzig prior to the assignment of the License to Breakthrough, in connection with the license agreement and a related sponsored research agreement. The maturity date of the loan is May 1, 2019. In addition, the Company provided Breakthrough with an interest-free loan in the amount of $135,000 to be used to pay certain financial obligations of Breakthrough owed to the University of Leipzig after the assignment of the License to Breakthrough, in connection with the license agreement and the related sponsored research agreement. The maturity date of this loan is September 30, 2019. The Company expects to loan up to an additional $180,000 to cover additional fees that will be owed by Breakthrough to the University of Leipzig in connection with the license agreement and the sponsored research agreement. As part of the joint venture with Amarantus, the Company was granted an option, in effect for sixty (60) days, to acquire the remaining 80.01% of Breakthrough held by Amarantus in exchange for the issuance to Amarantus of Ordinary Shares of the Company representing an additional thirty percent (30%) of the Company, such that upon consummation of the transaction the Company will own 100% of Breakthrough and Amarantus will own 49.99% of the Company. |