Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Cover [Abstract] | |
Entity Registrant Name | TODOS MEDICAL LTD. |
Entity Central Index Key | 0001645260 |
Document Type | 20-F/A |
Document Period End Date | Dec. 31, 2019 |
Amendment Flag | true |
Amendment Description | Todos Medical Ltd. (the "Company") is filing this Amendment No. 1 on Form 20-F/A (this "Amendment") to its Annual Report on Form 20-F for the fiscal year ended December 31, 2019 (the "Original Report"), which was originally filed with the Securities and Exchange Commission (the "SEC") on June 15, 2020. The purpose of this Form 20-F/A is to add to the Form 20-F, the audited financial statements of the Company for the year ended December 31, 2017 (the "2017 Financial Statements") which were inadvertently omitted from the Original Report. In addition, disclosure related to the 2017 Financial Statements has been added to the Operating and Financial Review and Prospects section of this Amendment.In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 19 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. The Company is also including the certifications required under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002).Except as described in this Explanatory Note, this Amendment does not amend any other information set forth in the Original Report, and the Company has not updated disclosures to reflect any events that occurred subsequent to June 15, 2020.The following information is required by the SEC order issued on March 25, 2020 (Release No. 34-88465) (the "SEC Order"), which provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel Coronavirus outbreak.On April 7, 2020, we filed a Report on Form 6-K with the SEC stating that we are relying on the SEC Order to extend the filing date of our Annual Report on Form 20-F because we were unable to file our Annual Report on Form 20-F by the original deadline of April 30, 2020, due to circumstances related to COVID-19. Specifically, as set forth in the 6-K, COVID-19 caused severe disruptions in travel and transportation and limited access to the our facilities resulting in limited support from our staff which in turn delayed our ability to complete our review and prepare our Annual Report on Form 20-F in a timely manner. Our Form 6-K indicated that we estimated that we will be able to file the Form 20-F on or about June 14, 2020, which is within the additional 45-day period from the original due date provided for in the SEC Order. |
Current Fiscal Year End Date | --12-31 |
Entity Well Known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | 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 | 103,573,795 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 12,155 | $ 63,550 | |
Restricted cash | 5,275 | 9,343 | |
Other current assets | 8,799 | 32,990 | |
Total current assets | 26,229 | 105,883 | |
Non-current assets: | |||
Investment in affiliated company accounted for under equity method, net | [1] | ||
Property and equipment, net | 64,672 | 93,242 | |
Total non-current assets | 64,672 | 93,242 | |
Total assets | 90,901 | 199,125 | |
Current liabilities: | |||
Loans, net | 112,635 | 27,000 | |
Accounts payable | 414,460 | 163,174 | |
Other current liabilities | 799,625 | 211,435 | |
Loans from shareholders | 611,925 | ||
Liability for minimum royalties | 235,000 | 185,000 | |
Total current liabilities | 1,561,720 | 1,198,534 | |
Non-current liabilities: | |||
Convertible bridge loans, net | 3,427,207 | ||
Loans from shareholders | 310,477 | ||
Liability for minimum royalties | 188,000 | 188,000 | |
Derivative warrants liability, net | 752,309 | 28,525 | |
Other current liabilities | 100,000 | ||
Total non-current liabilities | 4,777,993 | 216,525 | |
Commitments and contingent liabilities | |||
Shareholders' deficit: | |||
Ordinary Shares of NIS 0.01 par value each: Authorized: 1,000,000,000 shares at December 31, 2019 and 2018; Issued and outstanding: 103,573,795 shares and 72,399,932 shares at December 31, 2019 and 2018, respectively | 279,747 | 190,679 | |
Additional paid-in capital | 10,979,309 | 4,286,740 | |
Accumulated deficit | (17,507,868) | (5,693,353) | |
Total shareholders' deficit | (6,248,812) | (1,215,934) | |
Total liabilities and shareholders' deficit | $ 90,901 | $ 199,125 | |
[1] | Representing an amount less than $1,000. |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Ordinary shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, shares issued | 103,573,795 | 72,399,932 |
Ordinary shares, shares outstanding | 103,573,795 | 72,399,932 |
NIS [Member] | ||
Ordinary shares, par value | $ 0.01 | $ 0.01 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Research and development expenses | $ 755,699 | $ 459,184 | $ 720,527 |
Marketing expenses | 666,872 | ||
General and administrative expenses | 2,092,645 | 919,694 | 617,087 |
Operating loss | (3,515,216) | (1,378,878) | (1,337,614) |
Financing (income) expenses, net | 5,333,498 | (921,337) | (1,337,758) |
Share in losses of affiliated company accounted for under equity method | 2,965,801 | ||
Net loss | $ 11,814,515 | $ 457,541 | $ 2,675,372 |
Basic and diluted net loss per share | $ 0.13 | $ 0.01 | $ 0.04 |
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders | 92,024,188 | 70,869,924 | 68,587,261 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Preferred Stock [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 9,424 | $ 166,723 | $ 1,980,344 | $ (2,560,440) | $ (403,949) |
Balance, shares at Dec. 31, 2016 | 3,333,471 | 63,747,504 | |||
Conversion of preferred shares into ordinary shares (Note 10B) | $ (9,475) | $ 9,475 | |||
Conversion of preferred shares into ordinary shares (Note 10B), shares | (3,351,850) | 3,351,850 | |||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise | $ 4,625 | 1,058,475 | 1,063,100 | ||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise, shares | 1,665,000 | ||||
Issuance of ordinary shares, net of issuance expenses (Note 10C2) | $ 3,015 | 559,538 | 562,553 | ||
Issuance of ordinary shares, net of issuance expenses (Note 10C2), shares | 1,061,125 | ||||
Exercise of stock options into ordinary shares | $ 226 | 226 | |||
Exercise of stock options into ordinary shares, shares | 81,432 | ||||
Issuance of ordinary shares to service providers | $ 897 | 2,904 | 3,801 | ||
Issuance of ordinary shares to service providers, shares | 350,000 | ||||
Stock-based compensation (Note 11) | $ 51 | 109,957 | 110,008 | ||
Stock-based compensation (Note 11), shares | 18,379 | ||||
Commitment for issuance of fixed number of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions (Note 7) | |||||
Issuance of ordinary shares as partial settlement of financial liability (Note 9D) | |||||
Issuance of ordinary shares (Note 10B4), shares | 81,432 | ||||
Net loss for the year | (2,675,372) | $ (2,675,372) | |||
Balance at Dec. 31, 2017 | $ 184,961 | 3,711,218 | (5,235,812) | (1,339,633) | |
Balance, shares at Dec. 31, 2017 | 70,256,911 | ||||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise | $ 1,928 | 451,295 | 453,223 | ||
Exercise of warrants, net of issuance expenses and amount classified to equity upon exercise, shares | 722,500 | ||||
Exercise of stock options into ordinary shares | $ 1,656 | (1,656) | |||
Exercise of stock options into ordinary shares, shares | 620,521 | ||||
Stock-based compensation (Note 11) | 47,672 | 47,672 | |||
Stock-based compensation (Note 11), shares | |||||
Issuance of units consisting of ordinary shares and stock warrants (Note 10B3) | $ 2,134 | 78,211 | 80,345 | ||
Issuance of units consisting of ordinary shares and stock warrants (Note 10B3), shares | 800,000 | ||||
Commitment for issuance of fixed number of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions (Note 7) | |||||
Issuance of ordinary shares as partial settlement of financial liability (Note 9D) | |||||
Net loss for the year | (457,541) | (457,541) | |||
Balance at Dec. 31, 2018 | $ 190,679 | 4,286,740 | (5,693,353) | (1,215,934) | |
Balance, shares at Dec. 31, 2018 | 72,399,932 | ||||
Issuance of ordinary shares to service providers | $ 12,857 | 742,143 | 755,000 | ||
Issuance of ordinary shares to service providers, shares | 4,500,000 | ||||
Stock-based compensation (Note 11) | 207,541 | 207,541 | |||
Stock-based compensation (Note 11), shares | |||||
Issuance of ordinary shares as consideration for unit consisting of investment in affiliated company and right to obtain control over affiliated company (Note 3) | $ 51,391 | 2,466,789 | 2,518,180 | ||
Issuance of ordinary shares as consideration for unit consisting of investment in affiliated company and right to obtain control over affiliated company (Note 3), shares | 17,986,999 | ||||
Issuance of unit consisting of ordinary shares and stock warrants upon partial extinguishment of loans from shareholders (Note 6) | $ 10,000 | 1,763,493 | 1,773,493 | ||
Issuance of unit consisting of ordinary shares and stock warrants upon partial extinguishment of loans from shareholders (Note 6), shares | 3,500,000 | ||||
Partial conversion of convertible bridge loans into ordinary shares (Note 7) | $ 5,177 | 330,344 | $ 335,521 | ||
Partial conversion of convertible bridge loans into ordinary shares (Note 7), shares | 1,811,864 | 1,811,864 | |||
Classification of derivative warrants liability into equity as result of partial conversion of convertible bridge loans into ordinary shares (Note 7) | 60,365 | $ 60,365 | |||
Commitment for issuance of fixed number of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions (Note 7) | 162,405 | 162,405 | |||
Issuance of stock warrants to lenders upon convertible bridge loans transactions (Note 7) | 290,875 | 290,875 | |||
Beneficial conversion feature upon modification of terms of convertible bridge loans (Note 7) | 79,849 | 79,849 | |||
Issuance of ordinary shares as partial settlement of financial liability (Note 9D) | $ 357 | 12,143 | 12,500 | ||
Issuance of ordinary shares as partial settlement of financial liability (Note 9D), shares | 125,000 | ||||
Commitment for issuance of fixed number of ordinary shares to service provider (Note 9F) | 230,908 | 230,908 | |||
Issuance of ordinary shares (Note 10B4) | $ 8,429 | 286,571 | 295,000 | ||
Issuance of ordinary shares (Note 10B4), shares | 2,950,000 | ||||
Issuance of ordinary shares to the Company's chairman of the Board of Directors (Note 10B5) | $ 857 | 59,143 | 60,000 | ||
Issuance of ordinary shares to the Company's chairman of the Board of Directors (Note 10B5), shares | 300,000 | ||||
Net loss for the year | (11,814,515) | (11,814,515) | |||
Balance at Dec. 31, 2019 | $ 279,747 | $ 10,979,309 | $ (17,507,868) | $ (6,248,812) | |
Balance, shares at Dec. 31, 2019 | 103,573,795 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (11,814,515) | $ (457,541) | $ (2,675,372) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 29,643 | 25,502 | 24,083 |
Liability for minimum royalties | 50,000 | 50,000 | 238,000 |
Stock-based compensation | 1,253,449 | 47,672 | 113,758 |
Impairment of investment in affiliated company (Note 3) | 1,345,180 | ||
Share in losses of affiliated company (Note 3) | 447,621 | ||
Expiration of right to obtain control over affiliated company (Note 3) | 1,173,000 | ||
Modification of terms relating to loans from shareholders (Note 6) | 1,423,493 | ||
Exchange differences relating to loans from shareholders (Note 6) | 48,552 | (47,601) | 66,658 |
Change in fair value of convertible bridge loans (Note 7) | 2,321,867 | ||
Amortization of discounts and accrued interest on convertible bridge loans (Note 7) | 958,741 | ||
Direct and incremental issuance costs allocated to First Warrant related to convertible bridge loans transactions paid with Warrants (Note 7) | 11,055 | ||
Inducement related to warrants exercised (Note 8) | 166,500 | ||
Change in fair value of derivative warrants liability and fair value of warrants expired (Note 8) | 499,874 | (925,910) | 1,101,229 |
Decrease (increase) in other current assets | 24,191 | (13,236) | 1,120 |
Increase in accounts payables | 363,469 | 163,174 | (21,874) |
Increase in other current liabilities | 588,190 | 101,644 | 81,488 |
Net cash used in operating activities | (1,276,239) | (1,056,296) | (904,410) |
Cash flows from investing activities: | |||
Loans granted to affiliated company (Note 3) | (447,621) | ||
Purchase of property and equipment | (1,073) | (15,370) | (3,596) |
Net cash used in investing activities | (448,694) | (15,370) | (3,596) |
Cash flows from financing activities: | |||
Proceeds from issuance of units consisting of convertible bridge loans and stock warrants, net (Note 7) | 1,374,470 | 27,000 | |
Proceeds from issuance of units consisting of ordinary shares and stock warrants (Note 10C2, Note 10C6 and Note 10C7) | 295,000 | 100,000 | 562,604 |
Proceeds from exercise of stock options into ordinary shares, net (Note 10C3) | 226 | ||
Proceeds from exercise of stock warrants into ordinary shares, net (Note 10C1 and Note 10C4) | 324,258 | 599,400 | |
Net cash provided by financing activities | 1,669,470 | 451,258 | 1,162,230 |
Change in cash, cash equivalents and restricted cash | (55,463) | (620,408) | 224,254 |
Cash, cash equivalents and restricted cash at beginning of year | 72,893 | 693,301 | 439,077 |
Cash, cash equivalents and restricted cash at end of year | 17,430 | 72,893 | 693,301 |
Supplemental disclosure of non-cash activities: | |||
Issuance of ordinary shares as consideration for unit consisting of investment in affiliated company and right to obtain control over affiliated company (Note 3) | 2,518,180 | ||
Partial conversion of loans from shareholders into ordinary shares and stock warrant (Note 6) | 337,991 | ||
Fair value of derivative warrants liability and convertible bridge loans classified into equity in connection with convertible bridge loans converted (Note 7) | 395,886 | ||
Direct and incremental issuance costs related to convertible bridge loans transactions paid in Warrants (Note 7) | 68,145 | ||
Commitment for issuance of fixed number of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions (Note 7) | 162,405 | ||
Beneficial conversion feature upon modification of terms of convertible bridge loans (Note 7) | 79,849 | ||
Fair value of derivative warrants liability classified into equity in connection with warrants exercised during the period (Note 8) | 128,965 | 297,200 | |
Issuance of ordinary shares as partial settlement of financial liability (Note 9D) | 12,500 | ||
Conversion of preferred shares into ordinary shares (Note 10B) | $ 9,424 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 - GENERAL A. Operations Todos Medical Ltd. (the “Company”) was incorporated under the laws of the State of Israel and commenced its operations on April 22, 2010. The Company is a medical diagnostics company engaged in the development and commercialization of blood tests for the detection of immune-related diseases, beginning with cancer. The Company’s core technology centers on testing blood cells using a FTIR spectrometer to turn biological information into data (FTIR), and then using the Company’s proprietary TBIA data analytics platform to prospectively mine the data to develop algorithms that are indicative of the presence of cancer, and the tissue of origin in the body where the cancer is located (TBIA). TBIA is based upon technology originally invented by the researchers at BGU and Soroka, whose intellectual property has been licensed to the Company (see also Note 9B). Currently, the Company has received a CE Mark in the European Union authorizing the commercial use of the TBIA platform in the diagnosis of breast cancer and colon cancer. In addition, the Company has been issued patents in the United States, Europe and other international jurisdictions covering the use of TBIA to detect solid tumors. On February 27, 2019, the Company entered into Shares Purchase and assignment of license agreement purchase to which the Company purchased 19.99% of the issued and outstanding common stock of Breakthrough Diagnostics, Inc. (“Breakthrough”). See also Note 3. Through Breakthrough, the Company has also entered the field of early detection of Alzheimer’s disease. On January 27, 2016, the Company incorporated a wholly owned subsidiary in Singapore under the name of Todos Medical (Singapore) Pte Ltd. (“Todos Singapore”) for the purpose of purpose of advancing clinical trials of the Company’s core technology for breast cancer in Southeast Asia. As of December 31, 2019, 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 and Exchange Commission, and as of March 7, 2017, the Company’s shares began to be quoted on the OTCQB under the symbol “TOMDF”. In connection with forming new entities subsequent to December 31, 2029, see also Note 18E. A. Going concern uncertainty The Company has devoted substantially all of its efforts to research and development of its products and raising capital to fund this development. The development and commercialization of the Company’s products are expected to require substantial further expenditures. To date, 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, 2019, the Company has incurred accumulated losses of $17,507,868. As of December 31, 2019, the Company’s current liabilities exceed its current assets by $1,535,491, and there is a shareholders’ deficit of $6,248,812. The Company has generated negative operating cash flow for all periods. As of June 15, 2020, the total cash and cash equivalent balance (individual restricted cash) is approximately $300,000, 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. During the year ended December 31, 2017, the Company raised net amounts of $226, $599,400 and $562,604 through exercise of stock options into ordinary shares, exercise of stock warrants into ordinary shares and private placement transactions, respectively (see also Note 8 and Note 10C, respectively). During the year ended December 31, 2018, the Company raised net amounts of $27,000, $324,258 and $100,000 through issuance of financial instruments as part of convertible bridge loans transactions, exercise of stock warrants into ordinary shares and private placement transactions, respectively (see also Note 7, Note 8 and Note 10C, respectively). During the year ended December 31, 2019, the Company raised net amounts of $1,374,470 and $295,000 through issuance of financial instruments as part of convertible bridge loans and private placement transactions, respectively (see also Note 7 and Note 10C, respectively). In connection with raising capital subsequent to December 31, 2019, see also Note 18C. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). A. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions include (1) identification of and measurement of financial instruments in funding transactions; (2) Initial measurement of investment in affiliated company and subsequent equity method implications; (3) determination whether an acquired company represents a ‘business’; (4) initial and subsequent measurement of financial derivative asset to obtain control over affiliated company and (5) measurement of the fair value of equity awards. A. Functional currency The functional currency of the Company is the US dollar (“$” or “dollar”), as the dollar is the primary currency of the economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. The Company’s operations are currently conducted in Israel and most of the Israeli expenses are currently paid in new Israeli shekels (“NIS”); however, most of the expenses are denominated and determined in the dollar. Financing and investing activities including loans, equity transactions and cash investments, are made in the dollar. In accordance with ASC 830, “Foreign Currency Matters”, balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are presented within financing income or expenses. A. 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. A. 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. As of December 31, 2019 2018 Cash and cash equivalents $ 12,155 $ 63,550 Restricted cash 5,275 9,343 Total cash, cash equivalents and restricted cash shown in statement of cash flows $ 17,430 $ 72,893 A. Property 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 operations. Rate of depreciation % Laboratory equipment 15 Furniture and equipment 7-15 Computers 33 Vehicle 15 A. 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. A. Investment in affiliated company Affiliated company is company held to the extent of 20% or more (which are not subsidiary), or company less than 20% held, which the Company can exercise significant influence over operating and financial policy of the affiliate. The investment in affiliated company is accounted for by the equity method under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures, and Limited Liability Entities”. Upon initial recognition, the purchase price has been determined as residual amount which was equal to the fair value of the equity consideration that was paid by the Company less the fair value allocated to the right to obtain control over affiliated company as described in section 2H below. The purchase price was fully attributed to acquired In-Process Research and Development intangible asset (“IPR&D”) which was assigned to the affiliated company. Since at the closing date of the investment, the affiliated company was not considered as a business as no substantive process existed, and the IPR&D acquired is to be used in a research and development project which are determined not to have an alternative future use, the amount allocated to such IPR&D was charged to expense at the acquisition date. Consequently, based on purchase price allocation that was done by management by using the assistance of third-party appraiser, expenses were recognized in total amount of $1,345,180 as part of “Share in Losses of Affiliated Company” line in operations in the accompanying statement of operations for the year ended December 31, 2019 (see also Note 3). Accordingly, the Company recognizes its proportionate share of the affiliated company’s net income or loss after the date of investment. When previous losses have reduced the common stock investment account to zero, the Company continues to report its share of equity method losses in its statement of operations to the extent of and as an adjustment to the adjusted basis of the other investments in the investee such as debt securities, long term loans or advances. Such additional equity method losses are applied to the other investments are based the seniority of the other investments (priority in liquidation) and on the percentage ownership interest in each type of other investment the Company holds (the ‘relative holdings approach’). A. Right to obtain control over affiliated company The Company accounted for the right to obtain control over affiliated company, as a non-current financial derivative asset according to the provisions of ASC 815-10, “Derivatives and Hedging - Overall” (“ASC 815-10”). The Company accounted for the right as a financial asset measured upon initial recognition and remeasured on subsequent periods at fair value by using the Black-Scholes Option Pricing Model, which requires inputs such as the underlying share asset value and share price volatility. These assumptions are reviewed on a regular basis and change in the estimated fair value of the outstanding right was recognized each reporting period as part of in the “Share in Losses of Affiliated Company” line in operations in the accompanying statement of operations, until such right is exercised or expired (see also Note 3). A. Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowance in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets is amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2019 and 2018 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. A. Convertible Bridge Loans The Company has considered the provisions of ASC Topic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and determined that the embedded conversion feature of the convertible bridge loan should not be bifurcated from the host instrument, as at the initial investment date the loan was considered as straight loan with maturity term which is under the control of the Company. Accordingly, upon initial recognition, the bridge loan was recognized based on the amount allocated as described in Note 2R less the applicable issuance cost. The difference between the face value of the bridge loan and the amount that was allocated to such bridge loan as part of the bundle of financial instruments that were granted to lenders, represents a discount which is amortized as finance expense to profit or loss by using effective interest method over the term of the bridge loan until its stated maturity. Following the maturity date and subject to the Company’s discrete decision not to repay the loan for cash, the bridge loan became subject to the provision of ASC Topic 480 “Distinguishing Liabilities From Equity” as it represents an obligation to issue a variable number of shares (share-settled obligation). Thus, upon the lapse of the Company’s right to repay the bridge loan for cash, the bridge loan is measured at fair value through profit or loss with changes presented within financing income or expense, as applicable. A. Liability for employee rights upon retirement The Company’s liability for severance pay is pursuant to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. All deposits required through December 31, 2019 have been made. A. Research and development expenses Research and development expenses are charged to operations as incurred. A. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority of the Ministry of Industry, Trade and Labor (the “IIA”) 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 also Note 9A). The cumulative research and development grants received by the Company from inception through December 2019 amounted to $272,237. As of December 31, 2019, and 2018, the Company did not accrue for or pay any royalties to the IIA as no revenue has yet been generated. A. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash 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. A. 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. A. Fair Value Measurements The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value Measurements and Disclosures which 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 right to obtain control over affiliated company, convertible bridge loans (following the maturity date and thereafter) and the freestanding stock warrants issued to the units’ owners (see also Note 2H, Note 2J above and Note 2T below) fall 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. A. Basic and diluted net loss per ordinary share The Company computes net loss per share in accordance with ASC 260, “Earning per Share”, which requires presentation of both basic and diluted loss per share on the face of the statement of operations. 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. 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 certain stock warrants and using the if-converted method with respect to convertible bridge loans and certain stock warrants. 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. During the years ended December 31, 2019, 2018 and 2017 the total weighted average number of ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 23,069,233, 6,489,221 and 7,717,721, respectively. 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, 2019, 2018 and 2017, are as follows: Year ended December 31, 2019 2018 2017 Loss for the year $ 11,814,515 $ 457,541 $ 2,675,372 Less: Loss attributed to preferred shares - - 31,950 Loss for the year attributable to ordinary shareholders $ 11,814,515 $ 457,541 $ 2,643,422 Weighted average number of ordinary shares outstanding attributable to ordinary shareholders 92,024,188 70,869,924 68,587,261 A. Allocation of proceeds and related issuance costs When multiple instruments are issued in a single transaction (unit issuance), the total net proceeds from the transaction are allocated among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments and the subsequent measurement basis for those instruments. Financial instruments that are required to be substantively measured at fair value (such as derivative warrants liability) are measured at fair value and the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at fair value (such as convertible bridge loan and warrants eligible for equity classification), based on the relative fair value basis for such instruments. The allocation of issuance costs to freestanding instruments was based on an approach that is consistent with the allocation of the proceeds, as described above. Issuance costs allocated to the derivative warrant liability were immediately expensed, as discussed above. Issuance costs allocated to warrants stock classified as equity component are recorded as a reduction of addition paid-in capital. Issuance costs allocated to convertible bridge loan are recorded as discount of the host component and accreted up to face value of such loans using the effective interest method. A. 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 share options are recognized in the statement of operations as an operating expense based on the fair value of the award at the grant date. The fair value of share options granted is estimated using the Black-Scholes option-pricing model. The inputs for the valuation analysis of the share options include several assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of peer companies in the same industry on weekly basis since the marketability of the Company is considered low. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. 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. Until December 31, 2018, Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. Commencing January 1, 2019, following the adoption of ASU 2018-07 which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted in accordance with ASC 718. A. Stock Warrants The Second Warrant that was granted by the Company for lenders through convertible bridge loans transactions and stock warrants that were granted as result of modification of terms of certain convertible bridge loans transactions (see also Note 7) are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, contingently exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise for a fixed exercise price. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. Such warrants were initially recognized based on the allocation method described in Note 2R above as an increase to additional paid-in capital. When applicable, direct issuance expenses that were allocated to the above warrants were deducted from additional paid-in capital. A. Derivative Warrants Liability The Company accounts for warrants to purchase Ordinary Shares in connection with private placement transactions, held by investors, that include a fundamental transaction feature pursuant to which such warrants could be required to be settled in cash upon certain events which some of them are not considered solely within the control of the Company, as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company accounted for these warrants as a financial liability measured upon initial recognition and on subsequent periods at fair value by using the Black-Scholes Option Pricing Model. The First Warrant that was granted by the Company for lenders through convertible bridge loans transactions (see also Note 7) entitle the lenders to exercise the First Warrant for a variable number of shares and thus the fixed-for-fixed criteria is not met. Accordingly, the First Warrant were classified as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company accounted for these warrants as a financial derivative liability measured upon initial recognition and on subsequent periods at fair value by using the Black-Scholes Option Pricing Model. The fair value of the aforesaid warrants derivative 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 (income) expenses, net” line in operations in the accompanying statement of net loss, until such warrants are exercised or expired. When applicable, direct issuance expenses that were allocated to the above warrants were expensed as incurred. A. Beneficial Conversion Features Upon initial recognition or upon modification of a convertible instrument (such as the convertible bridge loans) the Company considered the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”), and determined that the embedded conversion feature of the convertible bridge loan should not be separated from the host instrument. Furthermore, the Company applied ASC 470-20, “Debt - Debt with Conversion and Other Options” (“ASC 470-20”), which clarifies the accounting for instruments with BCFs or contingently adjustable conversion ratios and has applied the BCFs guidance to determine whether the conversion feature is beneficial to the lender. The BCFs were calculated by allocating the proceeds received to the convertible bridge loans and to any detachable freestanding financial instrument (detachable warrants) included in the transaction, and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the convertible bridge loans allocated proceeds. The intrinsic value of the conversion option was recorded as an additional discount on the Convertible Bridge Loan with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount is amortized as interest expense over the contractual term of the Convertible Bridge Loan. A. Modification of stock-based compensation awards A modification to the terms and/or conditions of an award (i.e. a change of award’s fair value, vesting conditions or classification as an equity or a liability instrument) is accounted for as an exchange of the original award for a new award resulting in total compensation cost equal to the grant-date fair value of the original award, plus the incremental value of the modification to the award. The calculation of the incremental value is based on the excess of the fair value of the modified award based following the modification over the fair value of the original award measured immediately before its terms were modified. A. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications did not have any effect on the reported results of operations, shareholder’s deficit or cash flows . A. Recent Accounting Pronouncements 1 Accounting Standards Update 2016-02, “Leases (Topic 842): Section A - Leases: Amendments to the FASB Accounting Standards Codification; Section B - Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C - Background Information and Basis for Conclusions” Commencing January 1, 2019, the Company adopted ASC Update 2016-02, Leases (Topic 842), under which, lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1. A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and, 2. A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. As the existing real estate operating leases of the Company are in low value, this guidance had no material impact on the Company’s financial statements. 2 Accounting Standard Update 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Commencing January 1, 2019, the Company adopted ASC Update 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (ASU 2018-07). ASU 2018-07 aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. Consistent with the accounting requirement for employee share-based payment awards, awards within the scope of Topic 718 will be measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards will be measured at the grant date. With respect to awards with performance conditions ASU 2018-07 concludes that, consistent with the accounting for employee share-based payment awards, an entity will consider the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-07 also requires that the classification of equity classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless the award was modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. Based on the limited grants of share-based payments to nonemployees as of the adoption date, it was determined that the adoption of ASU 2018-07 did not have a significant impact on the Company’s financial statements. |
Investment in Affiliated Compan
Investment in Affiliated Company, Net | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Investment in Affiliated Company, Net | NOTE 3 - INVESTMENT IN AFFILIATD COMPANY, NET On February 27, 2019 (the “Effective Date”), following execution of the Convertible bridge loan transactions (see also Note 7), the Company signed a Definitive Joint Venture Agreement (the “Joint Venture Agreement”) and closed the Joint Venture Transaction, pursuant to which the Company issued 19.99% of its outstanding ordinary shares to Amarantus Bioscience Holdings, Inc. (“Amarantus”), a biotechnology holding company, in exchange for 19.99% of Breakthrough Diagnostics, Inc., a wholly-owned subsidiary of Amarantus (“Breakthrough”), and Amarantus assigned to Breakthrough exclusive license to develop and commercialize the LymPro Test®, an immune-based neurodiagnostic blood test for the detection of Alzheimer’s disease (the “License”). This share transaction was consummated at February 27, 2019 (the “Closing Date”) Following the Closing Date, the Company issued to Amarantus 17,986,999 ordinary shares (the “Equity Consideration”). In addition, Amarantus granted the Company an exclusive option, in effect for 60-days from the Closing Date (the “Expiration Date”), to acquire the remaining 80.01% of Breakthrough Diagnostics in exchange for an additional 30.01% of the Company’s outstanding shares (the “Option Transaction”). Upon exercise of the Option Transaction, the Company would own 100% of the Subsidiary and Amarantus would own 49.99% of the Company. The Company is required to notify Amarantus in writing of its intention to exercise the Option, and the closing of the Option transaction shall take place within fourteen days of Amarantus’ receipt of such notice. Under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures, and Limited Liability Entities”, the management determined that the Company has the ability to exercise significant influence over operating and financial policies of Breakthrough and therefore an equity method was applied at the Closing Date at residual amount of $1,345,180, which was the difference between the fair value of the total Equity Consideration that was paid by the Company in total amount of $2,518,180 less the fair value of the Option Transaction of $1,173,000, as was determined by the management by using the assistance of third-party appraiser. At the Closing Date, Breakthrough was determined to be excluding substantive process as required under the definition of business in accordance with the provisions of ASC Topic 805 “Business Combination”. In addition, it was determined that the License represents IPR&D with no alternative future use. Consequently, the Company expensed immediately the allocated amount to the investment in affiliated company in amount of $1,345,180. Following the Closing Date and through its Expiration Date, the Company has not exercised the Option Transaction and consequently the Option Transaction amounting to $1,173,000 was expensed at the Expiration Date. Both amounts were recorded as part of “Share in Losses of Affiliated Company” line in operations in the accompanying statement of operations for the year ended December 31, 2019. The changes in Level 3 asset associated with Option Transaction to obtain control over affiliated company are measured at fair value on a recurring basis. The following table summarizes the observable inputs used in the valuation of the Option Transaction asset as of the Closing Date: As of Share price (U.S. dollars) $ 5,385 Exercise price (U.S. dollars) $ 5,423 Expected volatility 137.2 % Risk-free interest rate 2.44 % Dividend yield - Expected term (years) 0.16 The following tabular presentation reflects the Investment in affiliated company: As of December 31, 2019 Investment in affiliated company, net (1) $ (447,621 ) Non-current loans (2) 447,621 Total Investment in affiliated company, net $ - 1. The investment in affiliated company as follows: Investment in Affiliated Company As of the Closing Date $ 1,345,180 Less amortization of In-Process Research and Development asset (1,345,180 ) Less accumulated net losses (447,621 ) As of December 31, 2019 $ (447,621 ) 1. As part of the Joint Venture Agreement, during the year ended December 31, 2019, the Company provided Breakthrough with an interest-free loan with no maturity date in total amount of $447,621. Following the reduction of the investment in affiliated company to zero amount, the Company considered to recognized additional losses to other investments (non-current loans) based on the seniority of such other investments and the percentage ownership interest applicable for such other investment. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 - PROPERTY AND EQUIPMENT, NET As of December 31, 2019 2018 Laboratory equipment and others $ 151,260 $ 151,260 Computers 8,253 7,180 Vehicle 5,204 5,204 Furniture and equipment 12,851 12,851 177,568 176,495 Less - accumulated depreciation (112,896 ) (83,253 ) Total property and equipment, net $ 64,672 $ 93,242 Total depreciation expenses for the years ended December 31, 2019, 2018 and 2017 were $29,643, $25,502 and $24,083, respectively. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | NOTE 5 - OTHER CURRENT LIABILITIES As of December 31, 2019 2018 Accrued payroll and related taxes $ 172,648 $ 111,076 Provision for vacation 36,819 12,807 Accrued expenses 590,158 87,552 $ 799,625 $ 211,435 |
Loans from Shareholders
Loans from Shareholders | 12 Months Ended |
Dec. 31, 2019 | |
Loans From Shareholders | |
Loans from Shareholders | NOTE 6 - LOANS FROM SHAREHOLDERS During the years 2011-2014, the Company received loans from two separate shareholders. The loans matured 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. On November 20, 2018, the Company entered into Assignment of a Loan Agreement (the “Assignment Agreement”) with two of its shareholders (the “Assigners”), pursuant to which the Assigners assigned their loan amounted to $350,000 (the “Loan”) to S.B. Nihul Mekarkein Ltd. and Sorry Doll Ltd (collectively the “Assignees”). According to the terms of the Assignment Agreement, it was agreed that upon shareholders’ approval the Loan is eligible for conversion into 3,500,000 Ordinary Shares of the Company at a conversion price of $0.10 per share (the “Shares”). In addition, it was agreed that upon shareholders’ approval the Assignees are entitled to an option to purchase 7,000,000 Ordinary Shares of the Company at a price-per-share of $0.20 for exercise period of five years from the signing of the Assignment Agreement (the “Option”). On April 29, 2019 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved inter alia the aforesaid related-party loan conversion transaction including the Option grant. At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of the Option in total amount of $1,108,493 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.31%; expected volatility of 127.8%, and Option exercise period based upon the stated terms. In addition, at the Commitment Date, the fair value of the Shares was $665,000 which was based on the closing share price of the Company. Consequently, the Company recorded loss from extinguishment of loans from shareholders as part of “Financing income (expenses), net” line in operations in the accompanying statement of operations in total amount of $1,423,493. As of December 31, 2019, the remaining outstanding loans from shareholders in total amount of $310,477 have been classified as non-current liability as result of execution of loan conversion agreement that was entered into effect in May 2020 under which the loan will be converted into shares of the Company based on the terms in the Assignment Agreement (see also Note 18D3). The following tabular presentation reflects the reconciliation of the carrying amount of the loans from shareholders as of December 31, 2019 and 2018: As of December 31, 2019 2018 Opening balance, classified as a current liability $ 611,925 $ 659,526 Less: Partial conversion of loans from shareholders (350,000 ) - Plus: Exchange differences relating to loans from shareholders 48,552 (47,601 ) Closing balance, classified as a non-current liability $ 310,477 $ 611,925 |
Convertible Bridge Loans, Net
Convertible Bridge Loans, Net | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Bridge Loans, Net | NOTE 7 - CONVERTIBLE BRIDGE LOANS, NET During the years ended December 31, 2019 and 2018, the Company entered into certain Convertible Bridge Loan Agreements (the “Loan Agreements”), under which the Company obtained an aggregate net cash amount of $1,442,250 and $27,000, respectively, (which representing 90% of the gross Principal Amount of the loans) (the “Net Principal Amount”) from several private lenders (the “Lenders”), in order to use for the Company’s working capital needs and finance the Company’s activities through the consummation of a proposed public offering and its planned up listing to the NASDAQ Capital Market. The Principal Amount has been originally issued with 10% discount of aggregated amount of $163,250, bear interest at a flat rate of 10% (the “Interest”) and have a maturity date of 6-months period after receipt of the Loans funds (the “Maturity Date”). The Company will be required to pay 10% penalty upon repayment of the Principal Amount prior to the Maturity Date. Upon the Maturity Date of the loans, the Company will be required to repay the Principal Amount of the Loan and unpaid Interest for cash. From the initial recognition and until the Maturity Date, the loans are presented as current liability. Subject to the Company’s discrete decision not to repay the Principal Amount and unpaid Interest for cash, the Principal Amount and the unpaid Interest shall become convertible into the Company’s Ordinary Shares following the Maturity Date and thereafter at a conversion price equal to 70% of the average closing bid price of the Company’s Ordinary Shares in the 5-days prior to the conversion date. In the event the Company’s defaults under the Agreements, the conversion price shall be reduced to 60% of the average closing bid price of the Company’s Ordinary Shares in the 15-days prior to the conversion date. Following the Maturity Date, the convertible loans are reclassified to non-current liability. As part of the transaction, the Company issued to the Lenders Convertible Promissory Notes (the “Notes”) and two freestanding ordinary share purchase warrants for the purchase of ordinary shares (the “First Warrant” and the “Second Warrant”, respectively and together “Warrants”). The First Warrant provides the Lenders with 25% warrant coverage, with the warrant exercise price to be equal to the offering price in the Company’s proposed public offering, or, in the event the Principal Amount are converted into ordinary 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 Principal Amount. The term of the First Warrant is three years from the date of the determination of the exercise price. The First Warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrants being exercised. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrants being exercised. The First Warrant permits the lenders to receive a variable number of shares of common stock upon exercise and therefore was accounted for as non-current financial derivative. See also Note 8. The Second Warrant provides the Lenders an additional 25% warrant coverage, under the same terms as the aforesaid warrant, except the exercise price which is equal to 150% of the closing bid price of the Company’s shares on the day prior to the closing of the bridge loan transaction. The Second Warrant permits the lenders to receive fixed number of shares of common stock upon exercise and therefore was classified as additional paid-in capital versus discount on the Notes. At the initial date, the management by assistance of third-party appraiser measured the First Warrant at fair value in total amount of $205,075. The remaining amount of the net proceeds were allocated in total amount of $938,151 and $326,024 to the Notes and Second Warrant, respectively, based on their relative fair value. See also Note 2R. Commencing the initial recognition date through December 31, 2019, Principal Amount and unpaid Interest in total amount of $335,521 have been converted into 1,811,864 Ordinary shares. Following such partial conversion of bridge loans into ordinary shares, the exercise price of certain portion of the First Warrant has been determined as a fixed price and accordingly the applicable amount of $60,365 was reclassified into additional paid-in capital. See also Note 8. In addition, on December 17, 2018 (the “Effective Date”), the Company entered into Engagement Agreement (the “Agreement”) with Alternative Execution Group LLC (“AEXG”) whereby AEXG will render non-exclusive advice and service to the Company concerning equity and/or debt financing with certain Related Parties as defined in the Agreement. In consideration for AEXG’s non-exclusive services with respect to the aforesaid Loan Agreements, during the year ended December 31, 2019, the Company incurred cash and non-cash expenses in form of stock warrants (“Placement Agent Warrant”) in total aggregate amount of $158,400 which was allocated to the identified components (i.e. convertible bridge loans, First Warrant and Second Warrant) consistent with the allocation of the proceeds issuance expenses. Consequently, an amount of $101,142 out of which was recorded as additional discount of the convertible bridge loans at the outset of the transactions. The following tabular presentation reflects the reconciliation of the carrying amount of the convertible bridge loans during the year ended December 31, 2019: As of December 31, 2019 Opening balance $ - Plus: Net principal amount received 1,469,250 Less: Debt issuance costs (101,142 ) Less: Fair value of derivative First and Second Warrants (531,099 ) Plus: Amortization of discounts and accrued interest on convertible bridge loans 958,741 Less: Partial conversion of convertible bridge loans into equity (335,521 ) Less: Modification of terms relating to convertible bridge loans transactions (354,889 ) Plus: Change in fair value of convertible bridge loans 2,321,867 Closing balance $ 3,427,207 On February 20, 2020, the Company entered into convertible note extension agreements and lock-up agreements with certain institutional investors who participated in the Company’s Loan Agreements. See also Note 18C1A. Commencing January 1, 2020 through the release date of these financial statement, the Company entered into certain new convertible bridge loan transactions under which the Company obtained an aggregate net amount of $900,000. See also Note 18C1B and Note 18C1C. Commencing January 1, 2020 through the release date of these financial statement, Principal Amount and unpaid Interest in total amount of $553,973 have been converted into 36,668,926 Ordinary shares. See also Note 18C1D. Amendments to Loan Agreements A. On December 2, 2019, the Company entered into convertible note extension agreement and lock-up agreement with one of the lenders whereby it was determined to extend the original Maturity Date of applicable Note until February 14, 2020 (the “Amended Maturity Date”) in exchange for (1) waiver of the conversion feature of the applicable Note and accrued Interest prior to the Amended Maturity Date, unless such conversion is either (1) at the Fixed Conversion Price as defined in the amendment or (2) upon an Event of Default in which case the Maturity Date shall be accelerated and the Note shall be convertible at the Alternate Conversion Price as defined in the amendment (2) the Interest shall be amended to be at a rate of 24% and (3) issuance of 500,000 stock warrants to purchase the same number of ordinary shares, at an exercise price equal to $0.15 per stock warrant at any time after the issuance date and up to five years thereafter. B. On December 10, 2019, the Company entered into convertible note extension agreement and lock-up agreement with another lender whereby it was determined to extend the original Maturity Date of applicable Note until February 2020 (the “Amended Maturity Date”) in exchange for (1) waiver of the conversion feature of the applicable Principal Amount and accrued Interest prior to the Amended Maturity Date, but the lender has at any time after the effectiveness of the Company’s Registration Statement on Form F-1 that is being filed pursuant to the Company’s proposed public offering and Uplisting (including immediately prior to an Event of Default) the option to convert the applicable Principal Amount and accrued Interest into the units that are being registered pursuant to the Company’s proposed public offering and Uplisting (the “Units”), at a conversion price equal to 70% of the price of the Units in such public offering, subject to the availability of Units registered pursuant to the Company’s registration statement for such public offering and (2) issuance of 350,000 newly issued restricted ordinary shares, par value NIS 0.01 each and issuance of 1,666,667 stock warrants to purchase the same number of ordinary shares, at an exercise price equal to $0.15 per stock warrant at any time commencing six months after the issuance date and up to three years thereafter. The management has determined by using the assistance of third-party appraiser that the fair value of the modified loan plus the fair value of the ordinary shares and stock warrants approximately amounted to the fair value of the convertible bridge loans prior to the modification date. The Company reduced the non-current balance of the convertible bridge loan in total amount of $354,889 and recorded an amount of $24,500 and $137,905 which represented the fair value at the commitment date of ordinary shares to be issued and issued stock warrants, respectively, as an increase of additional paid-in capital. In addition, due to waiver of the conversion feature and the new Amended Maturity Date that was determined, the fair value of the applicable loans in total amount of $192,484 (which was off-set by embedded BCF in total amount of $79,849 which was recorded versus increase of additional paid-in capital) was classified as current liability on the balance sheet as of December 31, 2019. |
Derivative Warrants Liability
Derivative Warrants Liability | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrants Liability | NOTE 8 - 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 that were issued under Private Placement transactions to the fair value of 600,000, 4,518,406 and 3,106,000 warrants issued during the years ended December 31, 2018, 2016 and 2015, respectively. These warrants were classified as financial 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). In addition, the Company allocated approximately $205,075 for the year ended December 31, 2019, of proceeds from its units that were issued under convertible bridge loans transactions to the fair value of First Warrant issued during the year ended December 31, 2019 (see also Note 7). In addition, the Company has an obligation to issue warrants in total amount of $80,000 to the placement agent in connection with the convertible bridge loans transactions (see also Note 7). These warrants are classified as financial liability because of provisions in such warrants that that permit the holders to receive a variable number of shares of common stock upon exercise (see also Note 2S). The remaining outstanding warrants and terms as of December 31, 2019 and 2018 is as follows: Issuance date Outstanding as of December 31, 2018 Outstanding as of December 31, 2019 Exercise Exercisable as of Exercisable Through Series (2015) 1,502,500 1,502,500 $ 0.5 1,502,500 April 2021 Series (2016) 2,628,406 375,000 $ 0.5 375,000 March 2022 Series (2018) 600,000 600,000 $ 0.125 600,000 November 2021 First Warrant - (*) (*) - (**) 4,730,906 2,477,500 2,477,500 (*) The number of First Warrant instruments has not been determined as the First Warrant provides the Lenders with 25% warrant coverage, with the warrant exercise price to be equal to the offering price in the Company’s proposed public offering, or, in the event the Loan Amount are converted into ordinary 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 Amount. However, based on the share price of the Company as of December 31, 2019, the number of the First Warrant would have been 20,896,789 shares. (**) The exercise period is three years from the date of the determination of the exercise price. 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 non-current financial 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 derivative warrant liability at December 31, 2019 and 2018, was $752,309 and $28,525, 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, expected stock price volatility, expected term of the warrants and other assumptions. Expected volatility was calculated based upon historical volatility of peer companies in the same industry on weekly basis since the marketability of the Company is considered low. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on 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 measurement date. In April 2017, the Company offered to the warrants holders to lower the warrants' exercise price from $0.5 per share to $0.4 per share for 8 weeks period. As a result of such offer, in May 2017, certain holders exercised 1,665,000 warrants into the same number of ordinary shares for cash consideration of $666,000. The inducement fair value was measured in an amount of $166,500 which was recognized as financing expense in accompanying Company’s Statement of Operations for the year ended December 31, 2017. As of the exercise date, the fair value of the warrants exercised which amounted to $297,200 (after the effect of the inducement) was reclassified to equity rather than derivative warrant liabilities. In May 2018, the Company offered to the warrants holders an option to convert 25% of the warrants into shares in exchange for extending the period exercise of their warrants for an additional 3 years. As a result of such offer, in May 2018, certain holders exercised 722,500 warrants into the same number of Ordinary Shares for gross cash consideration of $361,250 (see also Note 10C4). During the year ended December 31, 2019, stock warrants have not been exercised. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2019 and 2018: As of As of Series (2015) Series (2016) Series (2018) Series (2015) Series (2016) Series (2018) Share price (U.S. dollars) $ 0.040 $ 0.040 $ 0.040 $ 0.094 $ 0.094 $ 0.094 Exercise price (U.S. dollars) $ 0.50 $ 0.50 $ 0.125 $ 0.5 $ 0.5 $ 0.125 Expected volatility 109.15 % 122.46 % 102.92 % 63 % 63 % 63 % Risk-free interest rate 1.59 % 1.58 % 1.58 % 2.92 % 2.92 % 2.92 % Dividend yield - - - - - - Expected term (years) 1.35 2.21 1.58 2.4 0.47 2.88 First Warrant Closing Date As of Share price (U.S. dollars) $ 0.12-$0.26 $ 0.040 Exercise price (U.S. dollars) $ 0.12-$0.26 $ 0.018 Expected volatility 125.31%-129.94% 102.55%-125.71% Risk-free interest rate 1.74%-2.56% 1.58%-1.62% Dividend yield - - Expected term (years) 2.38 1.96-2.99 Probability for uplisting 75 % 75 % Series (2015) Series (2016) Series (2018) First Warrant Placement Agent Warrant 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 Amount classified to equity upon determination of the exercise price (*) - - - (60,365 ) - (60,365 ) Expired - (88 ) - - - (88 ) Issued - - - 205,075 79,200 (**) 284,275 Changes in fair value (3,901 ) - (13,351 ) 517,213 - 499,874 Balances at December 31, 2019 $ 2,095 $ 2,786 $ 6,304 $ 661,923 $ 79,200 $ 752,309 (*) Following the partial conversion of certain convertible bridge loans into ordinary shares (see also Note 7), the exercise price of certain portion of the First Warrant has been determined as a fixed price and accordingly the applicable amount was reclassified into additional paid-in capital. (**) The fair value of the Placement Agent Warrant is equal to 8% of the total proceeds received by the Company from introduced investor and/or lenders by the Placement Agent (see also Note 7). |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES A. Israeli Innovation Authority Commencing 2012 through 2013, the Company received grants of $162,017 from the IIA (Israeli Innovation Authority) 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. In 2016, the IIA approved further grants (under the same terms) up to maximum amount of approximately $185,000, of which the Company received $110,220 in 2016. The receipt of such amounts is dependent on numerous conditions being met. Amounts were not received in 2019 and 2018. The Company is required to pay royalties to IIA at a rate of 3% in the first 3-years period and 3.5% commencing 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. As of December 31, 2019, and 2018, the Company did not accrue for or pay any royalties to the IIA as no revenue has yet been generated. A. B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. At inception date, the Company entered into a License Agreement (“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) (“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 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 thereafter - $50,000 per year. In any specific year, the total royalties payable to the Licensors shall be the higher of: 1. the regular royalties based on the royalty rates as described above and 2. 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 Agreement term is unlimited but each party is entitled to terminate the Agreement as a result of material breach or failure to comply with 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 during a period of 7-years following the transaction effective date, 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 the Agreement other than in accordance with the Termination for Cause provisions. As of December 31, 2019, the Company did not reach a determination regarding viability of commercialization of the leukemia licensed products. B. B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. (Cont.) However, since the 7-year period ended prior to December 31, 2019, 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 $423,000 of which $235,000 is considered a current liability and $188,000 is considered non-current liability. 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. On May 20, 2020, the Company and the Licensors agreed on an amendment to the license agreement, according to which the minimum royalties payable to the Licensors in respect of the years 2015 until 2020 in an aggregate amount of $250,000 shall be paid in cash on December 31 2020. 1. In January 2015, the Company signed a one-year lease agreement for office space leasing 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 Israeli Customer Price Index (CPI) based on the CPI published on February 15, 2015, which until December 31, 2019, has not changed significantly. The total expected future lease commitments from January 2020 through January 2021 are approximately $22,000. In addition, the aforesaid lease was renewed by the Company on February 1, 2020 for additional one year. The payments above are associated with lease of premises with law value and therefore are out of scope of ASC 842 “Leases”. Consequently, leasing payments are recognized on a straight-line basis as an expense in the accompanying statements of operations. 1. MDM Worldwide Inc. On June 21, 2018, the Company had entered into an Investor Relations Agreement with MDM Worldwide Solution Inc. (“MDM”) whereby the Company agreed to pay MDM a monthly fee of $12,000 for IR services. On July 17, 2019, the Board of Directors approved the conversion of up to $100,000 owed by the Company to MDM into ordinary shares, at a conversion price of $0.10 per share, for an issuance of up to 1,000,000 shares to MDM. Consequently, during the year ended December 31, 2019, the Company issued 125,000 ordinary shares of NIS 0.01 par value as settlement of financial liability to MDM in total amount of $12,500. See also Note 10C9. In addition, an amount of $100,000 have been classified as non-current liability as result of execution of new exchange agreement that was entered into effect in May 2020 under which this amount will be converted into shares of the Company based on the terms in the exchange agreement (see also Note 18D1). 1. Care G.B. Plus Ltd. On December 20, 2018 (the “Effective Date”), the Company entered into Marketing and Reseller Agreement with Care G.B. Plus Ltd (“Care G.B.”) whereby the Company granted Care G.B. an exclusive right to market, distribute and resell the Company’s breast cancer screening products to customers located in and taking delivery in the State of Israel, including the Palestinian Authority (the “Product”, “Exclusivity” and “Territory”, respectively). On April 29, 2019, the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved inter alia the aforesaid Marketing and Reseller Agreement. Commencing the second anniversary of the Marketing and Reseller Agreement, Care G.B.’s Exclusivity is subject to Care G.B. achieving annual milestones to be set by both parties (“Annual Milestones”). If Care G.B. is not achieving at least 50% of the Annual Milestones, the Company has its own discretion either to cancel Care G.B.’s Exclusivity or terminate the Marketing and Reseller Agreement. Through December 31, 2019, the annual milestones for Care GB were not set established as the Company was waiting to finish the development of the product in the Territory. The Agreement became effective at the Effective Date and continue in effect for 5-year period from Care G.B.’s first purchase order of the Products issued to the Company (the “Initial Term”). Upon the Initial Term completion, provided that Care G.B. has achieved the Annual Milestones, the Marketing and Reseller Agreement term shall be automatically renewed for additional 5-year. Thereafter, at the end of each renewal term, the Marketing and Reseller Agreement shall renew for additional 2-year unless one of the parties provides the other party with prior written non-renewal notice. 1. Orot Plus Ltd. On March 28, 2019 (the “Effective Date”), the Company entered into Distribution Agreement with Orot Plus Ltd. (“Orot”) whereby the Company appointed Orot as its exclusive market generator for importing, marketing and distributing for Products as defined in the Distribution Agreement in Romania and Austria (the “Territories”). The Distribution Agreement commenced at the Effective Date and shall be in effect for a period of four and five years from the Effective Date with respect to Romania and Austria, respectively (the “Term”). The Term will be extending automatically for an additional period of three years unless terminated by either party at the end of the Term by giving the other party termination notice in writing at least 90 days prior to the Term end. Both parties have commercial cooperation according to the terms of the Distribution Agreement, under which Orot is committed to minimum purchase quantities of the Products according to the supply price as defined in the Distribution Agreement. It was agreed that during the first six months of the Term (the “Preliminary Period”), Orot will set up the infrastructure for the marketing, selling and distribution of the Products in the Territories (the “Preliminary Stage”). Orot will bear all costs of the Preliminary Stage. The Company will provide Orot with the Products free of charge to be used for non-revenue producing purposes in furtherance of the Preliminary Stage. In consideration for the expenses made by Orot until the end of the Preliminary Stage, the Company shall issue to Orot Ordinary Shares of the Company of NIS 0.01 par value each, in an amount equal to the Preliminary Stage Expenses based on Preliminary Stage budget of $180,000 divided by the average closing price of the shares during the thirty days period immediately prior to the Effective Date (the “Issued Shares”). The Issued Shares will be issued to Orot within 14 days as of the end of the Preliminary Period. The Issued Shares will be subject to a lock-up 6-months period as of the end of the Preliminary Period in accordance with the terms of the lock-up agreement. In addition, in the event Orot satisfies with a three monthly sales milestones as defined in the Distribution Agreement, the Company will issue to Orot on the date on which Orot achieve each respective monthly sales milestone, warrants to purchase a number of ordinary shares of the Company par value NIS 0.01 per share equal to 0.5% of the Company’s issued and outstanding shares as of the Effective Date, with the exercise price to be determined once Orot achieves its first commercial sale of the Products to an unaffiliated third party (the “First Commercial Sale Date”). The warrants’ exercise price shall be equal to 80% of the average closing sale price of the Company’s ordinary shares during the five days period immediately prior to the First Commercial Sale Date. The warrants’ exercise period shall be 24 months from their grant date. The shares issuance upon exercise of the warrants shall be subject to a lock-up period of six months as of the date of such issuance in accordance with the terms of the warrants. Through December 31, 2019, the monthly sales milestones have not been met. Moreover, in the event the Company satisfies with following aggregate milestones: (a) signing the Distribution Agreement and (b) singing of a distribution agreement between the Company and Orot with respect to additional territories (i.e. Japan and Poland) (“Milestones”), Orot will issue the Company on the date in which the Company achieve each respective Milestone, warrants to purchase a number of ordinary shares of Orot, par value NIS 0.01 per share, equal to 0.5% of Orot’s issued and outstanding shares at the Effective Date. The warrants’ exercise price shall be calculated based on Orot’s valuation of $7,000,000. The warrants’ exercise period shall be 24 months from their grant date. Through December 31, 2019, the Milestones have not been met. The Distribution Agreement is explicitly determining that upon breach of the Distribution Agreement by the Company within the first three years following the preliminary period, Orot will be entitled to one-time termination payment as defined in the Distribution Agreement plus reimbursement of the cost. On October 10, 2019, the Company entered into supplement to the aforesaid Distribution Agreement with Orot, whereby it was determined that in exchange for completion of the Preliminary Stage, the Company will issue to Orot, on account of the Issued Shares, such number of ordinary shares of Orot in total amount equal to $180,000 divided by the lower of: (a) 20% discount on the average closing price of the shares during the 30 days period immediately prior to March 28, 2019, (b) the average closing price of the shares during the 10 days period immediately prior to the date hereof, (c) the lowest price per share that will apply in any equity investment (including the issuance of convertible securities) in the Company prior to the issuance of the shares under this section to Orot. F. Orot Plus Ltd. The modification to the number of Issued Shares was accounted for as an exchange of the original Issued Shares for a new Issued Shares resulting in total compensation cost equal to the grant date fair value of the Issued Shares of $180,000, plus incremental value of the modification amounted to $38,773. Consequently, during the year ended December 31, 2019, the Company recorded stock-based compensation expenses in total amount of $218,773 as part of “Research and Development Expenses” line in operations in the accompanying statement of operations. On January 13, 2020, 3,600,000 Issued Shares have been issued, reflecting price per share of $0.05. 1. Orion Capital Advisors, LLC On May 16, 2019, the Company entered into Business Development Agreement with Orion Capital Advisors, LLC (“BDC”) whereby BDC will provide business development service to the Company which include inter alia (a) review and advice concerning the technical design of existing and planned products or services; (b) business development assistance including terms of possible transactions and suggestions during negotiations; (c) sales assistance through the development of business models and sales strategy; (d) advice regarding financing, review of proposed term sheets, capitalization planning and, where appropriate, participation in negotiations; (e) strategic consulting regarding product planning, market development, marketing and public relations; (f) consulting on corporate structure, employee stock option structure, warrant arrangements and intellectual property planning; (g) introductions to potential strategic partners and other alliance candidates; (h) introductions to prospective customers for the Company’s products or services. The term of the Business Development Agreement commenced on May 16, 2019 and through August 16, 2019. Upon execution of the Business Development Agreement, the Company issued 500,000 ordinary shares of the Company par value NIS 0.01 per share to BDC and recorded stock-based compensation expenses in total amount of $115,000 as part of “General and Administrative Expenses” line in operations in the accompanying statement of operations, representing a price per share of $0.23 at the commitment date. 1. Udi Zelig On November 24, 2019 (the “Effective Date”), the Company entered into CTO Consulting Agreement with Orot Plus Ltd. (the “Service Provider”), whereby the Service Provider will provide Chief Technology Officer services based on work plan focus on commercialization of breast cancer products (the “CTO Services”) by Mr. Udi Zelig (the “Consultant”) on behalf of the Service Provider. In consideration for the Service Provider’s performance of the CTO Services, the Company will issue to the Service Provider ordinary shares of the Company valued at two times the monthly agreed upon value (excluding VAT) of the CTO Services which is NIS 13,000 (the “CTO Fee”). The shares will be subject to a lock-up period of six months as of their issuance. In addition, the Company will cover the pre-approved business expenses to the Service Provider and the Consultant in the performance of the CTO Services. The CTO Consulting Agreement became effective at the Effective Date and continue in effect until terminated. During the year ended December 31, 2019, the Company recorded stock-based compensation expenses in total amount of $12,135 as part of “Research and Development expenses” line in operations in the accompanying statement of operations which reflects the CTO Services provided by the Consultant for the period commencing the Effective Date through December 31, 2019. On January 14, 2020, the Company issued 242,697 ordinary shares of the Company par value NIS 0.01 per share as compensation for the CTO Services in December 2019. 1. Steeltown Consulting Group, LLC On March 28, 2019, the Company entered into Business Development Agreement with Steeltown Consulting Group, LLC (the “Consultant”) whereby the Consultant will provide business development service as defined in the Agreement. In exchange the Company shall issue to the Consultant number of 500,000 ordinary shares of the Company par value NIS 0.01 per share. The term of the Business Development Agreement commenced on March 28, 2019 through 6-month period. During the year ended December 31, 2019, the Company recorded stock-based compensation expenses in total amount of $70,000 as part of “General and Administrative Expenses” line in operations in the accompanying statement of operations in exchange for issuance of the above 500,000 ordinary shares of NIS 0.01 par value, representing a price per share of $0.14 at the commitment date. 1. Al and J Media Inc On March 28, 2019, the Company entered into Media Advertising Agreement with Al and J Media Inc. (the “Consultant”) whereby the Consultant will introduce the Company to potential sources of media, marketing agreement(s) and/or other strategic alliances which may benefit the Company in the performance of implementing its business plan(s), including but not limited to radio and television media spots; various media publications; and internet podcasts (the “Service”). The Company agreed to pay a fee to Consultant for the Services in cash and equity awards according to payment schedule as defined in the Media Advertising Agreement. The Media Advertising Agreement term commenced on March 28, 2019 and continue through Service completion. During the year ended December 31, 2019, the Company recorded marketing expenses in total amount of $565,000, an amount of $420,000 out of which was recorded as stock-based compensation expenses in exchange for issuance of 3,000,000 ordinary shares of NIS 0.01 par value, representing a price per share of $0.14 at the commitment date. 1. Dawson James Securities On September 17, 2019 (the “Effective Date”), the Company entered into Engagement Agreement with Dawson James Securities (“Dawson”), pursuant to which the Company appointed Dawson as its exclusive financial and sole management underwriter in connection with proposed public offering to raise up to $7 million (the “Offering”). Dawson will be provided with an underwriting discount or spread of up to 9.0% of the Offering price. In addition, Dawson is entitled to (1) none-accountable expense allowance of 1% of the proceeds received by the Company at the closing from the securities sales (excluding any subsequent closings for the sale of the over-allotment securities) and (2) warrants (the “Placement Agent’s Warrants”) to purchase that number of Securities equal to 5% of the aggregate number of securities sold in the Offering. The Placement Agent’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the five-year period commencing six months from the closing of the Offering, at a price per share equal to 125% of the price per Security issued in the Offering. The Placement Agent’s Warrant will provide for a cashless exercise provision, registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations). Dawson is entitled to the above fees with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Dawson had introduced to the Company during 6-months period commencing the Effective Date (the “Engagement Period”), as well as any investors that participated in the Offering if such Tail Financing is consummated at any time during the Engagement Period or within the 12-month period following the expiration or termination of the Engagement Agreement or the completion of the Offering (the “Tail Period”). If the Offering is completed for 12-month period from the Offering date, Dawson is entitled to right of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any Company’s subsidiary. Notwithstanding the foregoing, in the event of public or private sale of securities during the foregoing 12-month period, Dawson is entitled to receive as its compensation at least 50% of the compensation payable to the underwriters or placement agents. During the 12-month period described, if the Company makes any equity, equity-linked or debt (excluding commercial bank debt) offerings, Dawson is permitted to participate at a 50% level as a placement agent or underwriter for such Offering. Through December 31, 2019, the Company has no obligation regarding aforesaid Engagement Agreement with Dawson. On April 6, 2020, the Company entered into new engagement agreement with Dawson. See also Note 18F9. 1. First Choice International Company, Inc. On September 24, 2019, the Company entered into Consulting Agreement with First Choice International Company, Inc. (the “First Choice”) whereby First Choice provided consulting services to the Company that include assist the Company with its plans to expand its business; and (ii) furnish additional ongoing management and business consulting services aimed at enhancing Company’s opportunities. In exchange the Company issued to the Consultant an amount equal to 500,000 shares of restricted common stock. Consequently, during the year ended December 31, 2019, the Company recorded stock-based compensation expenses in total amount of $50,000 as part of “General and Administrative Expenses” line in operations in the accompanying statement of operations in exchange for issuance of 500,000 ordinary shares of NIS 0.01 par value, representing a price per share of $0.10 at the commitment date. In addition, it was determined that upon achievement of certain milestones (the “Performance Milestones”) an additional 1,000,000 shares of restricted common stock will be issued. As the Performance Milestones was achieved in January 2020, the Company’s management determined the likelihood for consummation of the Performance Milestones as of December 31, 2019 was probable. Consequently, during the year ended December 31, 2019, the Company recorded as additional stock-based compensation expenses in total amount of $100,000 as part of “General and Administrative Expenses” line in operations in the accompanying statement of operations in exchange for commitment to issue 500,000 ordinary shares of NIS 0.01 par value, representing a price per share of $0.10 at the commitment date. On February 6, 2020, the Company and First Choice entered into first amendment of the Consulting Agreement under which it was determined inter alia that the Term of the Consulting Agreement was extended until and including June 30, 2020. See also Note 18F1. 1. Financial Buzz Media Networks LLC On December 2, 2019, the Company entered into PR and Media Service Provider Agreement with Financial Buzz Media Networks LLC (the “Financial Buzz”), whereby media and PR marketing services which including, but are not limited to implementation of an PR and financial media marketing strategy (the “Media Service”), will be provided by Financial Buzz. In consideration for the Media Services, the Company shall issue a total of 5,000,000 fully vested Ordinary Shares of NIS 0.01 par value to Financial Buzz upon execution of the PR and Media Service Provider Agreement. The fair value of these shares amounted to $750,000, representing a price per share of $0.15 at the commitment date. The term of the PR and Media Service Provider Agreement is for a period of four months without automatic extensions. Through December 31, 2019, the Company has not issued the aforesaid shares and services were not rendered by Financial Buzz. Subsequent to December 31, 2019 but before the release of these financial statements, the services were rendered by Financial Buzz and 2,500,000 ordinary shares have been issued. 1. Provista Diagnostics, Inc On December 19, 2019 (the “Effective Date”), the Company entered into an exclusive Option Agreement (the “Option Agreement”) with Strategic Investment Holdings, LLC, Ascenda BioSciences LLC and Provista Diagnostics, Inc. (“Provista”) pursuant to which at any time after the Effective Date through March 31, 2020 the Company has the right but not the obligation to require Provista to acquire a number of ordinary shares of the Company equal to a value of $10,000,000 at the volume weighted average price (“VWAP”) of the last 20 trading days prior to exercise of the option, provided that the Company’s ordinary shares are listed on a national exchange at the time of the closing of the transaction (the “Call Option”). It was agreed that with respect to the Option exercise, the Company will issue number of ordinary shares of the Company equal to a value of $1,000,000 at the VWAP of the last 20 trading days prior to execution of the Option Agreement. In addition, it was agreed that the Call Option may be extended by the Company to June 30, 2020 by issuance of additional number of ordinary shares equal to a value of $1,000,000 at the VWAP of the last 20 trading days prior to exercising the extension of the Call Option (the “Call Option Extension”). The Call Option and the Call Option Extension have been exercised by the Company in 2020. See also Note 18E1). 1. Employment Agreement with Dr. Wee Yue Chew On March 16, 2017, Todos Singapore entered into an employment agreement with Dr. Wee Yue Chew to serve as the managing director of Todos Singapore. The agreement is effective for a term of three years, unless terminated earlier with six months’ notice, or shorter notice in the event of special circumstances. Under the agreement, Dr. Wee is entitled inter alia to an annual performance bonus at the rate of 4% of Todos Singapore’s net profit before tax, if such profit in said year exceeds SGD3,000,000 (approximately $2,150,000). To date, Todos Singapore is inactive and has not realized any profits. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Deficit | NOTE 10 - SHAREHOLDERS’ DEFICIT 1. Ordinary Shares: The Ordinary Shares confer upon the holders thereof all rights accruing to a shareholder of the Company, as provided in these Articles, including, inter alia, the right to receive notices of, and to attend meetings of shareholders; for each share held, the right to one vote at all meetings of shareholders; and to share equally, on a per share basis, in such dividend and other distributions to shareholders of the Company as may be declared by the Board of Directors in accordance with these Articles and the Companies Law, and upon liquidation or dissolution of the Company, in the distribution of assets of the Company legally available for distribution to shareholders in accordance with the terms of applicable law and these Articles. All Ordinary Shares rank pari passu in all respects with each other. 1. 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 the then Chief Executive Officer of the Company ("Mr. Zigdon"). 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. 1. Issuance of Ordinary Shares: 2.In 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, in 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 accompanying Company’s statement of operations. At the exercise date, 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. 1. In October 2017, the Company signed a share purchase agreement with certain investors for $625,000 in exchange for issuance of 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. 2. During the year ended December 31, 2017, 81,432 stock options have been exercised into the same number of ordinary shares at an exercise price of NIS0.01. 3. In 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. The total direct and incremental costs paid regarding this transaction were approximately $36,992. 4. On August 15, 2018, a certain consultant converted 620,521 stock options into the same number of ordinary shares at an exercise price of NIS0.01. 5. 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. An amount of $19,655 was allocated to derivative warrant liability (see also Note 8) and the remaining amount was allocated to the shares. 6. During the year ended December 31, 2019, the Company signed a share purchase agreement with certain new investors for $295,000 in cash in exchange for 2,950,000 ordinary shares of NIS 0.01 par value, which representing price per share of $0.10. 7. On April 14, 2019 (“Commitment Date”), the Company’s compensation Committee approved the issuance of 300,000 ordinary shares of NIS 0.01 par value to the then Chief Executive Officer for his service as the chairman of the Board of Directors. Consequently, at the Commitment Date, the Company recorded stock-based compensation expense as part of “General and Administrative” line in operations in the accompanying statement of operations in total amount of $60,000, which representing price per share of $0.2 at the commitment date. 8. In May 2019, the Company issued 125,000 ordinary shares to certain service provider as partial settlement of financial liability in total amount of $12,500. See also Note 9D. 9. During the year ended December 31, 2019, the Company entered into several service agreements with certain service providers, whereby the Company issued 4,500,000 ordinary share of NIS 0.01 par value in exchange for services that have been rendered. Consequently, the Company recorded related stock-based compensation expense of $420,000 and $335,000 as part of “Marketing Expenses” and “General and Administrative Expenses” lines in operations in the accompanying statement of operations, respectively, based on the fair value of the issued shares at each applicable commitment date, which representing an average price per share of $0.15. See also Note 9. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | NOTE 11 - STOCK OPTIONS On January 11, 2016, the Company’s Board of Directors approved and adopted the Todos Medical Ltd. 2015 Israeli Share Option Plan (the “2015 Plan”), pursuant to which the Company’s Board of Directors may award stock options to purchase its ordinary shares to designated participants. Subject to the terms and conditions of the 2015 Plan, the Company’s 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 grant of up to 6,000,000 options to purchase ordinary shares subject to adjustments set in the 2015 Plan. As of December 31, 2019, there were 3,732,429 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, 2019 and 2018: Number of Weighted Outstanding at December 31, 2017 and 2018 1,758,316 0.003 Granted (*) 1,129,836 0.120 Forfeited or expired (620,581 ) 0.003 Outstanding at December 31, 2019 2,267,571 0.061 Exercisable at December 31, 2019 1,879,705 0.073 (*) On March 25, 2019, the Company’s Board of Directors approved the employment agreement (the “Agreement”) with Dr. Herman Weiss, (“Dr. Weiss”) whereby will serve as the Company’s Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock 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 grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company’s planned public offering (“Performance Milestone”). On April 29, 2019 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the Company’s shareholders approved inter alia the aforesaid Agreement. The likelihood that the Performance Milestone for consummation of the Company’s planned public offering was determined to be remote due to termination of Dr. Weiss from his position as the Company’s Chief Executive Officer at the beginning of January 2020 (see also Note 18B). Thus, During the year ended December 31, 2019, stock-based compensation expense has not been recorded with respect to the Performance Milestone. At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of 1,129,836 stock options which are not subject to Performance Milestone in total amount of $207,541 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.54%; expected volatility of 125.2%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in such amount as part of “General and Administrative Expenses” line in operations in the accompanying statement of operations. As of December 31, 2019, the aggregate intrinsic value for the stock options outstanding and exercisable according to $0.04 price per share was $42,551 and $28,045, respectively, with a weighted average remaining contractual life of 5 years. Stock-based compensation expenses incurred for employees (and directors) and non-employees, for the years ended December 31, 2019, 2018 and 2017, amounted to $1,253,449 ($1,045,908 out of which allocated to ordinary shares issued or to fixed number of ordinary shares to be issued (see also Note 9F, Note 10C8 and Note 10C10)), $47,672 and $113,758 ($3,801 out of which allocated to ordinary shares issued), respectively. |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Research and Development Expenses | NOTE 12 - RESEARCH AND DEVELOPMENT EXPENSES Year ended December 31 2019 2018 2017 Salaries and related expenses $ 291,606 $ 178,486 $ 144,250 Stock-based compensation (Note 9F) 230,908 12,077 22,883 Professional fees 65,506 22,271 18,888 Laboratory and materials 35,472 70,779 143,644 Patent expenses 51,491 82,367 65,654 Rent and maintenance 32,895 40,146 41,673 Liability for minimum royalty expenses (Note 9B) - - 238,000 Depreciation 29,643 25,650 24,083 Insurance and other expenses 18,178 27,408 21,452 $ 755,699 $ 459,184 $ 720,527 |
Marketing Expenses
Marketing Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Marketing Expenses | |
Marketing Expenses | NOTE 13 - MARKETING EXPENSES Year ended December 31 2019 2018 2017 Stock-based compensation (Note 10C10) $ 420,000 $ - $ - Professional fees 246,872 - - $ 666,872 $ - $ - |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expenses | |
General and Administrative Expenses | NOTE 14 - GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2019 2018 2017 Salaries and related expenses $ 325,879 $ 190,207 $ 67,541 Stock-based compensation (Note 10C8, Note 10C10 and Note 11) 602,541 35,595 90,875 Communication and investor relations 106,886 230,194 83,836 Professional fees 943,175 269,980 224,407 Insurance and other expenses 114,164 193,718 150,428 $ 2,092,645 $ 919,694 $ 617,087 |
Financing (Income) Expenses, Ne
Financing (Income) Expenses, Net | 12 Months Ended |
Dec. 31, 2019 | |
Banking and Thrift, Interest [Abstract] | |
Financing (Income) Expenses, Net | NOTE 15 - FINANCING (INCOME) EXPENSES, NET Year ended December 31 2019 2018 2017 Change in fair value of warrants liability and fair value of warrants expired (Note 8) $ 499,874 $ (925,910 ) $ 1,101,229 Inducement related to warrants exercised (Note 8) - - (166,500 ) Change in fair value of convertible bridge loans following to Maturity Date (Note 7) 2,321,867 - - Loss from extinguishment of loans from shareholders (Note 6) 1,423,493 - - Direct and incremental issuance costs allocated to First Warrant (Note 7) 22,109 - - Amortization of discounts and accrued interest on convertible bridge loans (prior to Maturity Date) (Note 7) 958,741 - - Change in liability to minimum royalties (Note 9B) 50,000 50,000 - Exchange rate differences and other finance income (expenses) 57,414 (45,427 ) (70,029 ) Financing (income) expenses, net $ 5,333,498 $ 921,337 $ 1,337,758 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 16 - TAXES ON INCOME The Company files its income tax report in the State of Israel and is subject to taxation laws applicable in Israel. 1. 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 in effect from 2018 onwards is 23%. 2. The Company has final (considered final) tax assessments through the 2013 tax year. 3. As of December 31, 2019, the Company has carried forward losses for Israeli income tax purposes of approximately $6.9 million which can be offset against future taxable income for an indefinite period of time. 4. Deferred income taxes reflect the net tax effects of net operating loss and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: As of December, 31 Composition of deferred tax assets: 2019 2018 Net operating loss carry-forward $ 1,585,272 $ 991,987 Research and development credits 112,149 63,439 Others 8,556 2,946 Net deferred tax asset before valuation allowance 1,705,976 1,058,371 Valuation allowance (1,705,976 ) (1,058,371 ) Net deferred tax assets $ - $ - Year Ended December 31, 2019 2018 2017 Tax rate 23 % 23 % 24 % Tax expense (benefit) at statutory rate $ 2,054,113 $ 105,234 $ 642,090 Tax rate differential - - 28,057 Change in taxes from permanent differences in stock-based compensation 639,504 10,964 27,301 Change in taxes from permanent difference in derivative warrants liabilities and convertible loans 858,307 (212,959 ) 304,254 Change in temporary differences 111,480 - - Others 1,925 - - Loss carryforwards 442,897 307,229 282,478 Income tax expense (benefit) $ - $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2019 and 2018. 1. For the years ended December 31, 2019, 2018 and 2017, the following table reconciles the statutory income tax rate to the effective income tax rate: |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 17 - RELATED PARTIES A. On July 30, 2018, the Company’s Board of Directors resolved that Dr. Herman Weiss will cease to serve as the Company’s current Chairman of the Board of Directors and appointed him as the Company’s Chief Executive Officer, 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. On March 25, 2019, 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: ● 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 On April 29, 2019 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved inter alia the compensation package for Dr. Weiss. For the years ended December 31, 2019 and 2018, the Company recorded expenses with respect to the aforesaid compensation package OF Dr. Herman Weiss for his services as the Chief Executive Officer in total amount of $463,582 ($207,541 out of which as stock-based compensation (see also Note 11)) and $82,967, respectively. On January 5, 2020, the Company appointed Mr. Gerald Commissiong as Chief Executive Officer and Director of the Company effective immediately. Additionally, in conjunction with the appointment of Mr. Commissiong as Chief Executive Officer, Dr. Herman Weiss left his position as the Company’s previous Chief Executive Officer and will focus solely on his new role as Chairman of the Board. See also Note 18B. B. 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. C. With respect to Reseller Agreement with Care G.B. Plus Ltd. which is also the Company’s shareholder - see also Note 9E. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 - SUBSEQUENT EVENTS 1. COVID-19 Beginning in early 2020, there has been an outbreak of coronavirus (COVID-19), initially in China and which has spread to other jurisdictions, including locations where the Company does or plans to do business. The full extent of the outbreak, related business and travel restrictions and changes to behavior intended to reduce its spread are uncertain as of the date of the financial statements as this continues to evolve globally. Therefore, the full extent to which coronavirus may impact the Company’s results of operations, liquidity or financial position is uncertain. This outbreak has already had a material disruption on the operations of the Company and its suppliers. Management continues to monitor the impact that the COVID-19 pandemic is having on the Company and the economies in which the Company operates. The Company anticipates that its future results of operations, including the results for 2020, and its liquidity and financial position will be materially impacted by the coronavirus outbreak. However, given the speed and frequency of continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the impact to its results of operations, and, if the outbreak continues on its current trajectory, such impacts could grow and become material to its liquidity or financial position. To the extent that the Company’s suppliers continue to be materially and adversely impacted by the coronavirus outbreak, this could reduce the availability, or result in delays, of materials or supplies to the Company, which in turn could materially interrupt the Company’s business operations, including its research and development activities. 1. Resignation of Officer and Appointment of New Directors and Officers On January 5, 2020, the Company appointed Mr. Gerald Commissiong as Chief Executive Officer and Director of the Company. In addition, Mr. Daniel Hirsch was promoted to Chief Financial Officer and appointed a Director of the Company on January 5, 2020. Mr. Hirsch previously served as the Company’s Director of Investor Relations. Mr. Commissiong and Mr. Hirsch were appointed primarily to transition the Company’s headquarters from Israel to the United States. Currently, Mr. Commissiong is director and president and Chief Executive Officer of Amarantus Bioscience Holdings, Inc. and is interim Chief Executive Officer of Breakthrough Diagnostics, Inc., the Company’s joint venture with Amarantus. See also Note 3. Concurrent with Gerald Commissiong’s appointment as Chief Executive Officer, Dr. Herman Weiss resigned as Chief Executive Officer of the Company and will focus solely on his new role as Chairman of the Board. 1. Funds raising 1. Convertible Bridge Loans Agreements 1. On February 20, 2020, the Company entered into Convertible Note Extension Agreements (the “Amendments”) with certain institutional investors who participated in the Company’s previously announced financing round of 2019, under which it was agreed to extend the maturity of those notes to August 14, 2020 (the “Amended Maturity Date”). The institutional investors shall not be entitled to convert the Loan Principal plus Interest prior to the Amended Maturity Date, unless such conversion is either (1) at the Fixed Conversion Price as defined in the Amendments or (2) upon an event of default in which case the Maturity Date shall be accelerated and the Note shall be convertible at the Alternate Conversion Price as defined in the Amendments. In addition to the warrants issued to the institutional investors pursuant to the Agreement, the Company issues to the institutional investors a third Warrant (the “Third Warrant”) providing the institutional investors with a right to purchase 20,792,380 Third Warrant Shares, at an exercise price equal to $0.10 per Third Warrant Share. The Investor may exercise the Third Warrant after the issue date and up to 5 years thereafter. Moreover, the Company has entered into lock-up agreements with the institutional investors that preclude them from selling common shares in the market until August 20, 2020. 1. Commencing January 1, 2020 through the release date of these financial statement, the Company entered into certain Convertible Bridge Loan Agreements (the “Loan Agreements”), under which the Company obtained an aggregate gross amount of $835,714, (the “Loan Amount”) from several private lenders (the “Lenders”), in order to use for the Company’s working capital needs and finance the Company’s activities through the consummation of a proposed public offering and its planned up listing to the NASDAQ Capital Market. The Loan Amount has been originally issued with 30% discount of aggregated amount of $250,714, bear interest at a flat rate of 10% (the “Interest”). Having said that, upon occurrence of any uncured Event of Default as defined in the Loan Agreements, and in the event that Lenders at their sole discretion elect to allow the Company to continue with repayment of the Loan Amount and Interest after an Event of Default, the Interest rate on the unpaid Loan Amount will be change to 18% or the highest interest rate currently allowable under Nevada law for loans of this amount (the “Default Interest Rate”). The Loan Amount has maturity date as defined in the Loan Agreements (the “Maturity Date”). The Company will be required to pay 20% penalty upon repayment of the Loan Amount prior to the Maturity Date. At the earlier of the effective date of Registration Statement as defined in the Loan Agreements or 6 months after the Effective Date, the Lenders at their sole option, may convert the outstanding Loan Amount, or any portion of the Loan Amount, and any accrued interest, in whole or in part, into shares of the common stock of the Company (the “Common Stock”). Any amount so converted will be converted into common stock of the Company at a price equal to the lower of (1) the closing market price on the date of closing and (2) 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is quoted for the last 10 trading days immediately prior to but not including the Conversion Date (“Conversion Price”). The Lenders shall have a right of participation up to 40% of any future financing (excluding strategic transactions) for a period of 2 years. The Company shall pay a monthly liquidated damages of $12,500 if the Registration Statement is not filed by the earlier of (i) 75 days of the Effective Date or (ii) 30 days after uplisting of the Company’s Common Stock to a national securities exchange and / or declared effective within 180 days from the Effective Date of the Loan Agreements, which damages shall accrue each month until the applicable breach (failure to timely file, failure to timely have declared effective, or both) has been cured. Upon the occurrence of any uncured Event of Default, the Holder at any time, at its sole discretion, may elect to immediately (without prior notice) convert the outstanding Loan Amount, or any portion of the Loan Amount, and any accrued Interest, in whole or in part, into shares of the Common Stock, according to the terms of the Loan Agreements. As part of the transaction, the Company issued 24,776,758 warrants to purchase of the same number of ordinary shares at an exercise price of $0.10 per share. The warrants shall be cashless exercisable with full rachet anti-dilution for a period of 5-years from the issuance date. 1. On June 15, 2020 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement pursuant to which it issued a 2% Convertible Redeemable Note (“Note”). Under the Note, the Company received net cash of $315,000 (which representing 84% of the gross Principal Amount of the note) from a private lender (the “Holder”). The Note was issued with 16% original issue discount totaling $60,000, bears interest at a flat rate of 2% and has a maturity date of June 15, 2021 (the “Maturity Date”) on which all principal and interest is due and payable in one payment. During the first 40 days after the Issuance Date, the Company has the right to redeem the Note at a price equal to 125% of the Note’s face amount. C. The Holder is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the Note and the accumulated Interest then outstanding into the Company’s ordinary shares at a price equal to 80% of the lower of (i) the lowest closing bid price on the trading day prior to the Issuance Date or (ii) the lowest trading price of the ordinary shares as reported by the trading market on which the Company’s shares are traded, for the 20 prior trading days including the day upon which a conversion notice is received (the “Conversion Price”). Upon occurrence of a Sale Event as defined in the Note, the Company shall, upon request of the Holder, redeem the Note in cash in an amount equal to 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of the Note and the unpaid interest into ordinary shares of the Company at the Conversion Price immediately prior to such Sale Event. Upon the occurrence of an Event of Default (as defined in the Note), the Note shall accrue interest at the lower of (i) 24% per annum or (ii) the highest rate of interest permitted by law. In addition, the Company will be subject to the penalty described in paragraph 8 of the Note. 1. As noted in Note 7, commencing January 1, 2020 through the signing date of these financial statement, Loan Amount and Interest of $553,973 have been converted into 36,668,926 Ordinary shares. 2. Subscription Agreements In March 2020, the Company entered into subscription agreements with several investors under which the Company raised gross funds in total amount of $30,000 in exchange for the issuance of units consisting of 1,500,000 ordinary shares of the Company and 1,339,284 warrants to purchase the same number of ordinary shares of the Company at an exercise price of $0.10. These warrants may be eligible for exercise over a period of four years from the issuance date and are subject to standard anti-dilution provisions. In addition, the Company may be subject to liquidated damages upon failure to timely deliver shares upon exercise of the warrants. 1. Settlement of debts 1. MDM Worldwide Solution, Inc. As noted in Note 9E, on April 13, 2020, the Company entered into exchange agreement under which the Company agreed to exchange partial amount of the outstanding trade debt of $100,000 held by MDM Worldwide Solution, Inc. for issuance of 5,000,000 ordinary shares of the Company at an exchange price of $0.02 per share. The ordinary shares have been issued on May 14, 2020. As result of the execution of the Agreement, as of December 31, 2019, the outstanding loans from shareholders amounted to $100,000 have been classified as non-current liability on the balance sheet. 1. Toledo Advisors, LLC On May 1, 2020, the Company entered into a letter agreement with Toledo Advisors, LLC (“Toledo”) pursuant to which the Company agreed to convert aggregate principal number of Notes of the Company of $119,296 plus $2,845 of accrued interest into 6,107,026 ordinary shares of the Company at a conversion price of $0.02 per share. Upon Conversion the principal amount of the notes and all accrued interest shall no longer be outstanding and any and all defaults shall be cured. 1. As noted in Note 6, on May 10, 2020, the Company entered into Loan Conversion Agreement (the “Agreement”) with its shareholders pursuant to which the Company will convert the then outstanding loan amounting to $350,000 into 8,750,000 ordinary shares of the Company at a conversion price of $0.04 per share. Upon conversion of the loan, the Company shall be released from all its obligations and liabilities with respect to the loan, which shall be deemed to have been paid in full. The ordinary shares have been issued on May 19, 2020. As result of the execution of the Agreement, as of December 31, 2019, the outstanding loans from shareholders amounted to $310,477 have been classified as non-current liability on the balance sheet. 1. Establishment or purchasing of Additional Entities 1. Provista Diagnostics, Inc. As noted in Note 9N, in January 2020 and subject to the term of the Option Agreement, the Company exercised the Call Option by issuance of 17,091,096 ordinary shares. In April 2020, the Company exercised the Call Option Extension by issuance of 13,008,976 ordinary shares. In addition, on May 11, 2020, the Company held Special Meeting of Stockholders under which it was approved inter alia that upon the Company’s consummation of proposed public offering the Company will complete the purchasing of the outstanding shares Provista. 1. Todos Medical USA On January 29, 2020, the Company’s Board of Directors determined to open a U.S. subsidiary named Todos Medical USA for the purpose of conducting business as medical importer and distributor focused on the distribution the Company’s testing products and services to customers in the North America and Latin America. In addition, Todos Medical USA has formed the subsidiary Corona Diagnostics, LLC (see also Note 18D3 below), for the purpose of marketing COVID-19 related products in the United States and contracting with Provista Diagnostics, Inc. (see also Note 18D1 above) to validate potential products the Company is contemplating distributing and creating marketing materials for the testing products based upon those validations. 1. Emerald Organic Products, Inc. On March 23, 2020 Todos Medical USA entered into Joint Venture Agreement (the “Agreement”) with Emerald Organic Products, Inc., a Nevada corporation (“Emerald”), for the formation of Emerald Viral Diagnostics Joint Venture, Inc. (the “Joint Venture”) in order to manage, operate and distribute viral testing currently controlled by Todos Medical USA. It was agreed inter alia that (1) Todos Medical USA will contribute diagnostic testing under its control that will be useful in detecting Coronavirus / COVID-19 (“Viral Testing”). Todos Medical USA will contribute the expertise and know-how to the Joint Venture necessary to validate the products for distribution; (2) Emerald will contribute capital for validation as per the budget as described in the Agreement and be responsible for developing and implementing the necessary financial structures for the distribution of the Viral Testing; (3) interest in the Joint Venture shall be 51% owned and controlled by Emerald and 49% owned and controlled by Todos Medical USA; (4) Emerald shall be entitled to receive priority distributions from the Joint Venture up to the amount of any cash capital contributions made by Emerald; (5) the Board of Managers will initially consist of three board members: Two members shall be appointed by Emerald and one member shall be appointed by Todos Medical USA; (6) the Joint Venture shall commence the date hereof and shall continue until the earlier of (i) 25 years or (ii) mutual agreement of Todos Medical USA and Emerald to dissolve. On April 24, 2020, Todos Medical USA entered into the Amended and Restated Collaboration Agreement with Emerald, pursuant to which Todos became the owner of 100% of the equity of the Joint Venture (Corona Diagnostics, LLC) and agreed to integrate its COVID-19 tests with Emerald’s telemedicine (Carie Health, Inc.) and independent pharmacy business Bonsa Health, Inc. to create a full solution to help facilitate the screening and diagnosis of individuals potentially to identify each indiciation’s COVID-19 Polymerase Chain Reaction (PCR) and/or antibody testing status to facilitate return to work programs in the United States. 1. Service Agreements 1. First Choice International Company, Inc. As described in Note 9L, on February 6, 2020, the Company and First Choice entered into first amendment of the Agreement under which it was agreed that the Term of the Agreement was extent until and including June 30, 2020 (the “Expected Term”) and the Consultant shall continue to perform services including the additional services related to the expansion and addition of business lines during the Expanded Term. 1. Orion Capital Advisors, LLC On February 10, 2020, the Company entered into Business Development Agreement (the “Agreement”) with Orion Capital Advisors, LLC (“BDC”) whereby BDC will provide business development service to the Company which include inter alia (a) review and advice concerning the technical design of existing and planned products or services; (b) business development assistance including terms of possible transactions and suggestions during negotiations; (c) sales assistance through the development of business models and sales strategy; (d) advice regarding financing, review of proposed term sheets, capitalization planning and, where appropriate, participation in negotiations; (e) strategic consulting regarding product planning, market development, marketing and public relations; (f) consulting on corporate structure, employee stock option structure, warrant arrangements and intellectual property planning; (g) introductions to potential strategic partners and other alliance candidates; (h) introductions to prospective customers for the Company’s products or services. Upon signing the Agreement, the Company shall issue to BDC 2,500,000 restricted shares of common stock. The term of this Agreement shall commence on February 10, 2020 and shall continue through August 10, 2020. 1. AS Iber Israel Ltd On February 11, 2020 (the “Effective Date”), the Company entered into Engagement Agreement (the “Agreement”) with AS Iber Israel Ltd (“AS Iber Israel”) whereby AS Iber Israel will render services to the Company concerning equity and/or debt financing transactions in exchange of the following considerations: 1. Success fee equal in amount to 10% plus VAT of the total value of the benefit, monetary or otherwise derived by the Company shall be earned in connection with any other activities as defined in the Agreement, plus 10% in share at the same value as the investment. 2. Success fee equal in amount to 7% plus VAT of the total of any success fee earned in connection with any pre and/or post IPO and/or M&A activity whether directly arranged by AS Iber Israel and/or by any registered dealer introduced to the Company by AS Iber Israel who will be entitled to earn this fee in connection with any transaction that is either completed and/or initiated by the registered dealer for a period of 24 months after the initial introduction. The Agreement shall be effective as of the Effective Date and shall remain in effect for a period of 24 months following the Effective Date. 1. 3D Biomedicine Science and Technology Co. Limited On March 17, 2020 (the “Effective Date”), Todos Medical USA entered into Distribution Agreement (the “Agreement”) with 3D Biomedicine Science and Technology Co. Limited (“3DMed”), whereby at the Effective Date 3DMed hereby appointed Todos Medical USA as its non-exclusive agent for importing, marketing and distributing of the Products as defined in the Agreement in specific countries (the “Territories”). The Agreement shall be in effect for a period of one year from the Effective Date (the “Term”) and will be extending automatically for an additional period of three years unless terminated by either party at the end of the Term by giving the other party termination notice in writing at least 90 days prior to the Term end. At the initial of the Agreement, the Company will validate the performance of the Products provided by 3DMed (the “Validation Stage”). If the Validation Stage result will be accepted by the Company, both parties will have further commercial cooperation according to the terms of the Agreement, under which the Company will be committed to minimum purchase quantities of the Products according to the supply price as defined in the Agreement. Having said that, in consideration for the reduced the supply price, the Company will issue to 3DMed restricted ordinary shares amounted to $250,000 at the end of the Validation Stage upon successful completion of the Validation. The shares will be priced as of the closing date of March 13, 2020. At the date of the singing on these financial statements, the Validation Stage is still in progress. 1. Gibraltar Brothers and Associates LLC On March 19, 2020 (the “Effective Date”), Todos Medical USA entered into Distribution Agreement (the “Agreement”) with Gibraltar Brothers and Associates LLC (“Gibraltar”), whereby at the Effective Date Gibraltar hereby appointed Todos Medical USA as its exclusive agent for importing, marketing and distributing of the Products as defined in the Agreement in specific countries (the “Territories”). The Agreement shall be in effect for a period of one year from the Effective Date (the “Term”) and will be extending automatically for an additional period of three years unless terminated by either party at the end of the Term by giving the other party termination notice in writing at least 90 days prior to the Term end. During the first three months of the Term (the “Preliminary Period”), the Company will set up the infrastructure for the marketing, selling and distribution of the Products in the Territories (the “Preliminary Stage”). The Company will bear all costs of the Preliminary Stage. Gibraltar will provide the Company with the Products free of charge to be used for non-revenue producing purposes in furtherance of the Preliminary Stage. Both parties have commercial cooperation according to the terms of the Agreement, under which the Company will be committed to minimum purchase quantities of the Products according to the supply price as defined in the Agreement. 1. Zhengzhou Fortune Bioscience Co. Ltd On April 18, 2020, Todos Medical USA entered into an Original Equipment Manufacturing (OEM) agreement with Zhengzhou Fortune Bioscience Co. Ltd. (Zhengzhou) for the manufacture of immunochromatography-based colloidal gold SARS-nCoV-2 fingerprick IgM/IgG and IgA/IgM/IgG – IgD/IgE rapid antibody test (Zhengzhou Colloidal Gold). Zhengzhou has applied for Emergency Use Authorization (EUA) with the United States Food & Drug Administration (US FDA). 1. Gnomegen, LLC On May 7, 2020 (the “Effective Date”), Todos Medical USA entered into an Exclusive Distribution Agreement (the “Agreement”) with Gnomegen LLC (“Gnomegen”) whereby at the Effective Date Gnomegen hereby appointed Todos Medical USA as its exclusive agent for importing, marketing and distributing of SARS-nCoV-2 PCR test kits in specific countries (the “Territories”) as defined in the Agreement. The Agreement shall be in effect for a period of two years from the Effective Date (the “Term”) and will be extending automatically for an additional period of three years unless terminated by either party at the end of the Term by giving the other party termination notice in writing at least 90 days prior to the Term end. Todos Medical USA is committed to minimum purchase quantities of the Products according to the supply price as defined in the Agreement. Gnomegen has received Emergency Use Authorization (EUA) with the United States Food and Drug Administration (US FDA). 1. Zhengzhou On May 12, 2020, Todos Medial USA entered into a Non-Exclusive Distribution Agreement (the Agreement”) with Zhengzhou Fortune Bioscience Co., Ltd. (“Zhengzhou”), pursuant to which Todos Medial USA has been appointed as distributor of Zhengzhou’s Products as defined in the Agreement in United States. Zhengzhou has applied for Emergency Use Authorization (EUA) with the United States Food and Drug Administration (US FDA). 1. Dawson James Securities On April 6, 2020 (the “Effective Date”), the Company entered into an engagement agreement with Dawson James Securities (“Dawson”) to act as lead or managing placement agent on a best efforts basis in connection with any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Dawson had introduced to the Company during a period of 60 days commencing the Effective Date (the “Engagement Period”) if such Tail Financing is consummated at any time during the Engagement Period or within the 12-month period following the expiration or termination of Agreement or the completion of the offering (the “Tail Period”). If the offering is completed, for a period of 12 months from the offering date, the Company grants Dawson the right of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any subsidiary of the Company. In consideration for the services to be rendered by Dawson, the Company will pay to Dawson a placement agent fee of 8% of the gross proceeds received in the Offering; provided that such fee will be reduced to 7% for investors introduced to Dawson by the Company. As additional compensation for Dawson’s services, the Company shall issue to Dawson or its designees at the closing of the offering (“Closing”) warrants (the “Placement Agent’s Warrants”) to purchase that number of Securities equal to 5% of the aggregate number of securities sold in the offering. The Placement Agent’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the five-year period commencing six months from the closing of the offering, at a price per share equal to 125% of the price per Security issued in the offering. The Placement Agent’s Warrant will provide for a cashless exercise provision, registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations). G. Contingencies Strategic Global Research and Development, Inc On February 13, 2020 Strategic Global Research and Development, Inc (“Strategic” or “SGR&D”), brought suit against Amarantus and the Company in the United States District Court for the Central District of California Eastern Division for failure to pay for consulting services with respect to sales and marketing support and assistance that were contracted on April 12, 2018. SGR&D claims it was not paid on time and is owed $91,319, allegedly consisting of $71,209 in unpaid consulting fees and late fees, plus $20,110 in unreimbursed expenses for travel and the like plus late fees. On April 8, 2020, SGR&D’s attorney sent a settlement proposal e-mail offering to settle for the full amount of the claim paid over-time at $4,000 per month with 5% interest compounded monthly, with acceleration and confession of judgment upon default. Defendants have elected not to respond at present, until a lump-sum settlement proposal is fully funded with available funds. Based on opinion of management and the advice of the legal counsel of the Company, at this stage the outcome of the litigation is inherently unpredictable |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Preparation of Financial Statements | A. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions include (1) identification of and measurement of financial instruments in funding transactions; (2) Initial measurement of investment in affiliated company and subsequent equity method implications; (3) determination whether an acquired company represents a ‘business’; (4) initial and subsequent measurement of financial derivative asset to obtain control over affiliated company and (5) measurement of the fair value of equity awards. |
Functional Currency | A. Functional currency The functional currency of the Company is the US dollar (“$” or “dollar”), as the dollar is the primary currency of the economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. The Company’s operations are currently conducted in Israel and most of the Israeli expenses are currently paid in new Israeli shekels (“NIS”); however, most of the expenses are denominated and determined in the dollar. Financing and investing activities including loans, equity transactions and cash investments, are made in the dollar. In accordance with ASC 830, “Foreign Currency Matters”, balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are presented within financing income or expenses. |
Cash and Cash Equivalents | A. 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 | A. 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. As of December 31, 2019 2018 Cash and cash equivalents $ 12,155 $ 63,550 Restricted cash 5,275 9,343 Total cash, cash equivalents and restricted cash shown in statement of cash flows $ 17,430 $ 72,893 |
Property and Equipment | A. Property 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 operations. Rate of depreciation % Laboratory equipment 15 Furniture and equipment 7-15 Computers 33 Vehicle 15 |
Impairment of Long-lived Assets | A. 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. |
Investment in Affiliated Company | A. Investment in affiliated company Affiliated company is company held to the extent of 20% or more (which are not subsidiary), or company less than 20% held, which the Company can exercise significant influence over operating and financial policy of the affiliate. The investment in affiliated company is accounted for by the equity method under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures, and Limited Liability Entities”. Upon initial recognition, the purchase price has been determined as residual amount which was equal to the fair value of the equity consideration that was paid by the Company less the fair value allocated to the right to obtain control over affiliated company as described in section 2H below. The purchase price was fully attributed to acquired In-Process Research and Development intangible asset (“IPR&D”) which was assigned to the affiliated company. Since at the closing date of the investment, the affiliated company was not considered as a business as no substantive process existed, and the IPR&D acquired is to be used in a research and development project which are determined not to have an alternative future use, the amount allocated to such IPR&D was charged to expense at the acquisition date. Consequently, based on purchase price allocation that was done by management by using the assistance of third-party appraiser, expenses were recognized in total amount of $1,345,180 as part of “Share in Losses of Affiliated Company” line in operations in the accompanying statement of operations for the year ended December 31, 2019 (see also Note 3). Accordingly, the Company recognizes its proportionate share of the affiliated company’s net income or loss after the date of investment. When previous losses have reduced the common stock investment account to zero, the Company continues to report its share of equity method losses in its statement of operations to the extent of and as an adjustment to the adjusted basis of the other investments in the investee such as debt securities, long term loans or advances. Such additional equity method losses are applied to the other investments are based the seniority of the other investments (priority in liquidation) and on the percentage ownership interest in each type of other investment the Company holds (the ‘relative holdings approach’). |
Right to Obtain Control Over Affiliated Company | A. Right to obtain control over affiliated company The Company accounted for the right to obtain control over affiliated company, as a non-current financial derivative asset according to the provisions of ASC 815-10, “Derivatives and Hedging - Overall” (“ASC 815-10”). The Company accounted for the right as a financial asset measured upon initial recognition and remeasured on subsequent periods at fair value by using the Black-Scholes Option Pricing Model, which requires inputs such as the underlying share asset value and share price volatility. These assumptions are reviewed on a regular basis and change in the estimated fair value of the outstanding right was recognized each reporting period as part of in the “Share in Losses of Affiliated Company” line in operations in the accompanying statement of operations, until such right is exercised or expired (see also Note 3). |
Deferred Income Taxes | A. Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowance in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets is amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2019 and 2018 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. |
Convertible Bridge Loans | A. Convertible Bridge Loans The Company has considered the provisions of ASC Topic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and determined that the embedded conversion feature of the convertible bridge loan should not be bifurcated from the host instrument, as at the initial investment date the loan was considered as straight loan with maturity term which is under the control of the Company. Accordingly, upon initial recognition, the bridge loan was recognized based on the amount allocated as described in Note 2R less the applicable issuance cost. The difference between the face value of the bridge loan and the amount that was allocated to such bridge loan as part of the bundle of financial instruments that were granted to lenders, represents a discount which is amortized as finance expense to profit or loss by using effective interest method over the term of the bridge loan until its stated maturity. Following the maturity date and subject to the Company’s discrete decision not to repay the loan for cash, the bridge loan became subject to the provision of ASC Topic 480 “Distinguishing Liabilities From Equity” as it represents an obligation to issue a variable number of shares (share-settled obligation). Thus, upon the lapse of the Company’s right to repay the bridge loan for cash, the bridge loan is measured at fair value through profit or loss with changes presented within financing income or expense, as applicable. |
Liability for Employee Rights Upon Retirement | A. Liability for employee rights upon retirement The Company’s liability for severance pay is pursuant to Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee’s name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. All deposits required through December 31, 2019 have been made. |
Research and Development Expenses | A. Research and development expenses Research and development expenses are charged to operations as incurred. |
Royalty-bearing Grants | A. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority of the Ministry of Industry, Trade and Labor (the “IIA”) 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 also Note 9A). The cumulative research and development grants received by the Company from inception through December 2019 amounted to $272,237. As of December 31, 2019, and 2018, the Company did not accrue for or pay any royalties to the IIA as no revenue has yet been generated. |
Concentrations of Credit Risk | A. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash 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 | A. 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. |
Fair Value Measurements | A. Fair Value Measurements The Company measures and discloses fair value in accordance with the ASC Topic 820, Fair Value Measurements and Disclosures which 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 right to obtain control over affiliated company, convertible bridge loans (following the maturity date and thereafter) and the freestanding stock warrants issued to the units’ owners (see also Note 2H, Note 2J above and Note 2T below) fall 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. |
Basic and Diluted Net Loss Per Ordinary Share | A. Basic and diluted net loss per ordinary share The Company computes net loss per share in accordance with ASC 260, “Earning per Share”, which requires presentation of both basic and diluted loss per share on the face of the statement of operations. 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. 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 certain stock warrants and using the if-converted method with respect to convertible bridge loans and certain stock warrants. 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. During the years ended December 31, 2019, 2018 and 2017 the total weighted average number of ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 23,069,233, 6,489,221 and 7,717,721, respectively. 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, 2019, 2018 and 2017, are as follows: Year ended December 31, 2019 2018 2017 Loss for the year $ 11,814,515 $ 457,541 $ 2,675,372 Less: Loss attributed to preferred shares - - 31,950 Loss for the year attributable to ordinary shareholders $ 11,814,515 $ 457,541 $ 2,643,422 Weighted average number of ordinary shares outstanding attributable to ordinary shareholders 92,024,188 70,869,924 68,587,261 |
Allocation of Proceeds and Related Issuance Costs | A. Allocation of proceeds and related issuance costs When multiple instruments are issued in a single transaction (unit issuance), the total net proceeds from the transaction are allocated among the individual freestanding instruments identified. The allocation occurs after identifying all the freestanding instruments and the subsequent measurement basis for those instruments. Financial instruments that are required to be substantively measured at fair value (such as derivative warrants liability) are measured at fair value and the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at fair value (such as convertible bridge loan and warrants eligible for equity classification), based on the relative fair value basis for such instruments. The allocation of issuance costs to freestanding instruments was based on an approach that is consistent with the allocation of the proceeds, as described above. Issuance costs allocated to the derivative warrant liability were immediately expensed, as discussed above. Issuance costs allocated to warrants stock classified as equity component are recorded as a reduction of addition paid-in capital. Issuance costs allocated to convertible bridge loan are recorded as discount of the host component and accreted up to face value of such loans using the effective interest method. |
Stock-based Compensation | A. 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 share options are recognized in the statement of operations as an operating expense based on the fair value of the award at the grant date. The fair value of share options granted is estimated using the Black-Scholes option-pricing model. The inputs for the valuation analysis of the share options include several assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatility of peer companies in the same industry on weekly basis since the marketability of the Company is considered low. The expected option term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The expected dividend yield assumption is based on the Company’s historical experience and expectation of no future dividend payouts. The Company has historically not paid cash dividends and has no foreseeable plans to pay cash dividends in the future. 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. Until December 31, 2018, Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. Commencing January 1, 2019, following the adoption of ASU 2018-07 which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted in accordance with ASC 718. |
Stock Warrants | A. Stock Warrants The Second Warrant that was granted by the Company for lenders through convertible bridge loans transactions and stock warrants that were granted as result of modification of terms of certain convertible bridge loans transactions (see also Note 7) are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, contingently exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise for a fixed exercise price. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. Such warrants were initially recognized based on the allocation method described in Note 2R above as an increase to additional paid-in capital. When applicable, direct issuance expenses that were allocated to the above warrants were deducted from additional paid-in capital. |
Derivative Warrants Liability | A. Derivative Warrants Liability The Company accounts for warrants to purchase Ordinary Shares in connection with private placement transactions, held by investors, that include a fundamental transaction feature pursuant to which such warrants could be required to be settled in cash upon certain events which some of them are not considered solely within the control of the Company, as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company accounted for these warrants as a financial liability measured upon initial recognition and on subsequent periods at fair value by using the Black-Scholes Option Pricing Model. The First Warrant that was granted by the Company for lenders through convertible bridge loans transactions (see also Note 7) entitle the lenders to exercise the First Warrant for a variable number of shares and thus the fixed-for-fixed criteria is not met. Accordingly, the First Warrant were classified as a non-current liability according to the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company accounted for these warrants as a financial derivative liability measured upon initial recognition and on subsequent periods at fair value by using the Black-Scholes Option Pricing Model. The fair value of the aforesaid warrants derivative 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 (income) expenses, net” line in operations in the accompanying statement of net loss, until such warrants are exercised or expired. When applicable, direct issuance expenses that were allocated to the above warrants were expensed as incurred. |
Beneficial Conversion Features | A. Beneficial Conversion Features Upon initial recognition or upon modification of a convertible instrument (such as the convertible bridge loans) the Company considered the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”), and determined that the embedded conversion feature of the convertible bridge loan should not be separated from the host instrument. Furthermore, the Company applied ASC 470-20, “Debt - Debt with Conversion and Other Options” (“ASC 470-20”), which clarifies the accounting for instruments with BCFs or contingently adjustable conversion ratios and has applied the BCFs guidance to determine whether the conversion feature is beneficial to the lender. The BCFs were calculated by allocating the proceeds received to the convertible bridge loans and to any detachable freestanding financial instrument (detachable warrants) included in the transaction, and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the convertible bridge loans allocated proceeds. The intrinsic value of the conversion option was recorded as an additional discount on the Convertible Bridge Loan with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount is amortized as interest expense over the contractual term of the Convertible Bridge Loan. |
Modification of Stock-based Compensation Awards | A. Modification of stock-based compensation awards A modification to the terms and/or conditions of an award (i.e. a change of award’s fair value, vesting conditions or classification as an equity or a liability instrument) is accounted for as an exchange of the original award for a new award resulting in total compensation cost equal to the grant-date fair value of the original award, plus the incremental value of the modification to the award. The calculation of the incremental value is based on the excess of the fair value of the modified award based following the modification over the fair value of the original award measured immediately before its terms were modified. |
Reclassification | A. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications did not have any effect on the reported results of operations, shareholder’s deficit or cash flows . |
Recent Accounting Pronouncements | A. Recent Accounting Pronouncements 1 Accounting Standards Update 2016-02, “Leases (Topic 842): Section A - Leases: Amendments to the FASB Accounting Standards Codification; Section B - Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C - Background Information and Basis for Conclusions” Commencing January 1, 2019, the Company adopted ASC Update 2016-02, Leases (Topic 842), under which, lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1. A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and, 2. A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. As the existing real estate operating leases of the Company are in low value, this guidance had no material impact on the Company’s financial statements. 2 Accounting Standard Update 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Commencing January 1, 2019, the Company adopted ASC Update 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (ASU 2018-07). ASU 2018-07 aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. Consistent with the accounting requirement for employee share-based payment awards, awards within the scope of Topic 718 will be measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards will be measured at the grant date. With respect to awards with performance conditions ASU 2018-07 concludes that, consistent with the accounting for employee share-based payment awards, an entity will consider the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-07 also requires that the classification of equity classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless the award was modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. Based on the limited grants of share-based payments to nonemployees as of the adoption date, it was determined that the adoption of ASU 2018-07 did not have a significant impact on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | 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. As of December 31, 2019 2018 Cash and cash equivalents $ 12,155 $ 63,550 Restricted cash 5,275 9,343 Total cash, cash equivalents and restricted cash shown in statement of cash flows $ 17,430 $ 72,893 |
Schedule of Property Plant and Equipment Depreciation Rate | 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 operations. Rate of depreciation % Laboratory equipment 15 Furniture and equipment 7-15 Computers 33 Vehicle 15 |
Schedule of Weighted Average Number of Ordinary Shares | 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, 2019, 2018 and 2017, are as follows: Year ended December 31, 2019 2018 2017 Loss for the year $ 11,814,515 $ 457,541 $ 2,675,372 Less: Loss attributed to preferred shares - - 31,950 Loss for the year attributable to ordinary shareholders $ 11,814,515 $ 457,541 $ 2,643,422 Weighted average number of ordinary shares outstanding attributable to ordinary shareholders 92,024,188 70,869,924 68,587,261 |
Investment in Affiliated Comp_2
Investment in Affiliated Company, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Summary of Observable Inputs Used in Valuatiom of Option Transaction Asset | The following table summarizes the observable inputs used in the valuation of the Option Transaction asset as of the Closing Date: As of Share price (U.S. dollars) $ 5,385 Exercise price (U.S. dollars) $ 5,423 Expected volatility 137.2 % Risk-free interest rate 2.44 % Dividend yield - Expected term (years) 0.16 |
Schedule of Investment in Affiliated Company | The following tabular presentation reflects the Investment in affiliated company: As of December 31, 2019 Investment in affiliated company, net (1) $ (447,621 ) Non-current loans (2) 447,621 Total Investment in affiliated company, net $ - 1. The investment in affiliated company as follows: Investment in Affiliated Company As of the Closing Date $ 1,345,180 Less amortization of In-Process Research and Development asset (1,345,180 ) Less accumulated net losses (447,621 ) As of December 31, 2019 $ (447,621 ) 1. As part of the Joint Venture Agreement, during the year ended December 31, 2019, the Company provided Breakthrough with an interest-free loan with no maturity date in total amount of $447,621. Following the reduction of the investment in affiliated company to zero amount, the Company considered to recognized additional losses to other investments (non-current loans) based on the seniority of such other investments and the percentage ownership interest applicable for such other investment. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of December 31, 2019 2018 Laboratory equipment and others $ 151,260 $ 151,260 Computers 8,253 7,180 Vehicle 5,204 5,204 Furniture and equipment 12,851 12,851 177,568 176,495 Less - accumulated depreciation (112,896 ) (83,253 ) Total property and equipment, net $ 64,672 $ 93,242 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | As of December 31, 2019 2018 Accrued payroll and related taxes $ 172,648 $ 111,076 Provision for vacation 36,819 12,807 Accrued expenses 590,158 87,552 $ 799,625 $ 211,435 |
Loans from Shareholders (Tables
Loans from Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loans From Shareholders | |
Schedule of Carrying Amount of the Loans | The following tabular presentation reflects the reconciliation of the carrying amount of the loans from shareholders as of December 31, 2019 and 2018: As of December 31, 2019 2018 Opening balance, classified as a current liability $ 611,925 $ 659,526 Less: Partial conversion of loans from shareholders (350,000 ) - Plus: Exchange differences relating to loans from shareholders 48,552 (47,601 ) Closing balance, classified as a non-current liability $ 310,477 $ 611,925 |
Convertible Bridge Loans, Net (
Convertible Bridge Loans, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of The Convertible Bridge Loans | The following tabular presentation reflects the reconciliation of the carrying amount of the convertible bridge loans during the year ended December 31, 2019: As of December 31, 2019 Opening balance $ - Plus: Net principal amount received 1,469,250 Less: Debt issuance costs (101,142 ) Less: Fair value of derivative First and Second Warrants (531,099 ) Plus: Amortization of discounts and accrued interest on convertible bridge loans 958,741 Less: Partial conversion of convertible bridge loans into equity (335,521 ) Less: Modification of terms relating to convertible bridge loans transactions (354,889 ) Plus: Change in fair value of convertible bridge loans 2,321,867 Closing balance $ 3,427,207 |
Derivative Warrants Liability (
Derivative Warrants Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Warrants and Terms | The remaining outstanding warrants and terms as of December 31, 2019 and 2018 is as follows: Issuance date Outstanding as of December 31, 2018 Outstanding as of December 31, 2019 Exercise Exercisable as of Exercisable Through Series (2015) 1,502,500 1,502,500 $ 0.5 1,502,500 April 2021 Series (2016) 2,628,406 375,000 $ 0.5 375,000 March 2022 Series (2018) 600,000 600,000 $ 0.125 600,000 November 2021 First Warrant - (*) (*) - (**) 4,730,906 2,477,500 2,477,500 (*) The number of First Warrant instruments has not been determined as the First Warrant provides the Lenders with 25% warrant coverage, with the warrant exercise price to be equal to the offering price in the Company’s proposed public offering, or, in the event the Loan Amount are converted into ordinary 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 Amount. However, based on the share price of the Company as of December 31, 2019, the number of the First Warrant would have been 20,896,789 shares. (**) The exercise period is three years from the date of the determination of the exercise price. |
Schedule of Valuation of the Derivative Warrant Liabilities | The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2019 and 2018: As of As of Series (2015) Series (2016) Series (2018) Series (2015) Series (2016) Series (2018) Share price (U.S. dollars) $ 0.040 $ 0.040 $ 0.040 $ 0.094 $ 0.094 $ 0.094 Exercise price (U.S. dollars) $ 0.50 $ 0.50 $ 0.125 $ 0.5 $ 0.5 $ 0.125 Expected volatility 109.15 % 122.46 % 102.92 % 63 % 63 % 63 % Risk-free interest rate 1.59 % 1.58 % 1.58 % 2.92 % 2.92 % 2.92 % Dividend yield - - - - - - Expected term (years) 1.35 2.21 1.58 2.4 0.47 2.88 |
Schedule of Warrant Activities | First Warrant Closing Date As of Share price (U.S. dollars) $ 0.12-$0.26 $ 0.040 Exercise price (U.S. dollars) $ 0.12-$0.26 $ 0.018 Expected volatility 125.31%-129.94% 102.55%-125.71% Risk-free interest rate 1.74%-2.56% 1.58%-1.62% Dividend yield - - Expected term (years) 2.38 1.96-2.99 Probability for uplisting 75 % 75 % Series (2015) Series (2016) Series (2018) First Warrant Placement Agent Warrant 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 Amount classified to equity upon determination of the exercise price (*) - - - (60,365 ) - (60,365 ) Expired - (88 ) - - - (88 ) Issued - - - 205,075 79,200 (**) 284,275 Changes in fair value (3,901 ) - (13,351 ) 517,213 - 499,874 Balances at December 31, 2019 $ 2,095 $ 2,786 $ 6,304 $ 661,923 $ 79,200 $ 752,309 (*) Following the partial conversion of certain convertible bridge loans into ordinary shares (see also Note 7), the exercise price of certain portion of the First Warrant has been determined as a fixed price and accordingly the applicable amount was reclassified into additional paid-in capital. (**) The fair value of the Placement Agent Warrant is equal to 8% of the total proceeds received by the Company from introduced investor and/or lenders by the Placement Agent (see also Note 7). |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of 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 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2019 and 2018: Number of Weighted Outstanding at December 31, 2017 and 2018 1,758,316 0.003 Granted (*) 1,129,836 0.120 Forfeited or expired (620,581 ) 0.003 Outstanding at December 31, 2019 2,267,571 0.061 Exercisable at December 31, 2019 1,879,705 0.073 (*) On March 25, 2019, the Company’s Board of Directors approved the employment agreement (the “Agreement”) with Dr. Herman Weiss, (“Dr. Weiss”) whereby will serve as the Company’s Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock 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 grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company’s planned public offering (“Performance Milestone”). On April 29, 2019 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the Company’s shareholders approved inter alia the aforesaid Agreement. The likelihood that the Performance Milestone for consummation of the Company’s planned public offering was determined to be remote due to termination of Dr. Weiss from his position as the Company’s Chief Executive Officer at the beginning of January 2020 (see also Note 18B). Thus, During the year ended December 31, 2019, stock-based compensation expense has not been recorded with respect to the Performance Milestone. At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of 1,129,836 stock options which are not subject to Performance Milestone in total amount of $207,541 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.54%; expected volatility of 125.2%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in such amount as part of “General and Administrative Expenses” line in operations in the accompanying statement of operations. |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses | Year ended December 31 2019 2018 2017 Salaries and related expenses $ 291,606 $ 178,486 $ 144,250 Stock-based compensation (Note 9F) 230,908 12,077 22,883 Professional fees 65,506 22,271 18,888 Laboratory and materials 35,472 70,779 143,644 Patent expenses 51,491 82,367 65,654 Rent and maintenance 32,895 40,146 41,673 Liability for minimum royalty expenses (Note 9B) - - 238,000 Depreciation 29,643 25,650 24,083 Insurance and other expenses 18,178 27,408 21,452 $ 755,699 $ 459,184 $ 720,527 |
Marketing Expenses (Tables)
Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Marketing Expenses | |
Schedule of Marketing Expenses | Year ended December 31 2019 2018 2017 Stock-based compensation (Note 10C10) $ 420,000 $ - $ - Professional fees 246,872 - - $ 666,872 $ - $ - |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expenses | |
Schedule of General and Administrative Expenses | Year ended December 31 2019 2018 2017 Salaries and related expenses $ 325,879 $ 190,207 $ 67,541 Stock-based compensation (Note 10C8, Note 10C10 and Note 11) 602,541 35,595 90,875 Communication and investor relations 106,886 230,194 83,836 Professional fees 943,175 269,980 224,407 Insurance and other expenses 114,164 193,718 150,428 $ 2,092,645 $ 919,694 $ 617,087 |
Financing (Income) Expenses, _2
Financing (Income) Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Banking and Thrift, Interest [Abstract] | |
Schedule of Financing (Income) Expenses | Year ended December 31 2019 2018 2017 Change in fair value of warrants liability and fair value of warrants expired (Note 8) $ 499,874 $ (925,910 ) $ 1,101,229 Inducement related to warrants exercised (Note 8) - - (166,500 ) Change in fair value of convertible bridge loans following to Maturity Date (Note 7) 2,321,867 - - Loss from extinguishment of loans from shareholders (Note 6) 1,423,493 - - Direct and incremental issuance costs allocated to First Warrant (Note 7) 22,109 - - Amortization of discounts and accrued interest on convertible bridge loans (prior to Maturity Date) (Note 7) 958,741 - - Change in liability to minimum royalties (Note 9B) 50,000 50,000 - Exchange rate differences and other finance income (expenses) 57,414 (45,427 ) (70,029 ) Financing (income) expenses, net $ 5,333,498 $ 921,337 $ 1,337,758 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | As of December, 31 Composition of deferred tax assets: 2019 2018 Net operating loss carry-forward $ 1,585,272 $ 991,987 Research and development credits 112,149 63,439 Others 8,556 2,946 Net deferred tax asset before valuation allowance 1,705,976 1,058,371 Valuation allowance (1,705,976 ) (1,058,371 ) Net deferred tax assets $ - $ - |
Schedule of Reconcile the Statutory Income Tax Rate to Effective Income Tax Rate | Year Ended December 31, 2019 2018 2017 Tax rate 23 % 23 % 24 % Tax expense (benefit) at statutory rate $ 2,054,113 $ 105,234 $ 642,090 Tax rate differential - - 28,057 Change in taxes from permanent differences in stock-based compensation 639,504 10,964 27,301 Change in taxes from permanent difference in derivative warrants liabilities and convertible loans 858,307 (212,959 ) 304,254 Change in temporary differences 111,480 - - Others 1,925 - - Loss carryforwards 442,897 307,229 282,478 Income tax expense (benefit) $ - $ - $ - |
General (Details Narrative)
General (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 15, 2020 | Feb. 27, 2019 | Dec. 31, 2016 | |
Accumulated losses | $ (17,507,868) | $ (5,693,353) | ||||
Working capital | 1,535,491 | |||||
Shareholders' deficit | (6,248,812) | (1,215,934) | $ (1,339,633) | $ (403,949) | ||
Cash and cash equivalents | 12,155 | 63,550 | ||||
Convertible Bridge Loans Transactions [Member] | ||||||
Proceeds from issuance of financial instruments | 1,374,470 | 27,000 | 226 | |||
Exercise of Stock Warrants into Shares [Member] | ||||||
Proceeds from issuance of financial instruments | 324,258 | 599,400 | ||||
Private Placement Transactions [Member] | ||||||
Proceeds from issuance of financial instruments | $ 295,000 | $ 100,000 | $ 562,604 | |||
Subsequent Event [Member] | ||||||
Cash and cash equivalents | $ 300,000 | |||||
Joint Venture Agreement [Member] | Breakthrough Diagnostics, Inc. [Member] | ||||||
Ownership percentage | 19.99% |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Ownership percentage, description | Affiliated company is company held to the extent of 20% or more (which are not subsidiary), or company less than 20% held, which the Company can exercise significant influence over operating and financial policy of the affiliate. | ||
Expenses related to investment | $ 1,345,180 | ||
Employee contribution percentage | 8.33% | ||
Research and development grants | $ 272,237 | ||
Accrued royalties | |||
Number of shares excluded from calculation of diluted loss per share | 23,069,233 | 6,489,221 | 7,717,721 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 12,155 | $ 63,550 |
Restricted cash | 5,275 | 9,343 |
Total cash, cash equivalents and restricted cash shown in statement of cash flows | $ 17,430 | $ 72,893 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Property Plant and Equipment Depreciation Rate (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Laboratory Equipment [Member] | |
Property, plant and equipment, depreciation rate | 15.00% |
Furniture and Equipment [Member] | Minimum [Member] | |
Property, plant and equipment, depreciation rate | 7.00% |
Furniture and Equipment [Member] | Maximum [Member] | |
Property, plant and equipment, depreciation rate | 15.00% |
Computers [Member] | |
Property, plant and equipment, depreciation rate | 33.00% |
Vehicle [Member] | |
Property, plant and equipment, depreciation rate | 15.00% |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Weighted Average Number of Ordinary Shares (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Loss for the year | $ 11,814,515 | $ 457,541 | $ 2,675,372 |
Less: Loss attributed to preferred shares | 31,950 | ||
Loss for the year attributable to ordinary shareholders | $ 11,814,515 | $ 457,541 | $ 2,643,422 |
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders | 92,024,188 | 70,869,924 | 68,587,261 |
Investment in Affiliated Comp_3
Investment in Affiliated Company, Net (Details narrative) - USD ($) | Feb. 27, 2019 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2017 |
Stock issued during the period, shares | 125,000 | 81,432 | ||
Ownership percentage, description | Affiliated company is company held to the extent of 20% or more (which are not subsidiary), or company less than 20% held, which the Company can exercise significant influence over operating and financial policy of the affiliate. | |||
Expenses related to investment | $ 1,345,180 | |||
Expenses related to option transaction | $ 1,173,000 | |||
Joint Venture Agreement [Member] | ||||
Ownership percentage, description | On February 27, 2019 (the "Effective Date"), following execution of the Convertible bridge loan transactions (see also Note 7), the Company signed a Definitive Joint Venture Agreement (the "Joint Venture Agreement") and closed the Joint Venture Transaction, pursuant to which the Company issued 19.99% of its outstanding ordinary shares to Amarantus Bioscience Holdings, Inc. ("Amarantus"), a biotechnology holding company, in exchange for 19.99% of Breakthrough Diagnostics, Inc., a wholly-owned subsidiary of Amarantus ("Breakthrough"), and Amarantus assigned to Breakthrough exclusive license to develop and commercialize the LymPro Test®, an immune-based neurodiagnostic blood test for the detection of Alzheimer's disease (the "License"). This share transaction was consummated at February 27, 2019 (the "Closing Date") Following the Closing Date, the Company issued to Amarantus 17,986,999 ordinary shares (the "Equity Consideration"). In addition, Amarantus granted the Company an exclusive option, in effect for 60-days from the Closing Date (the "Expiration Date"), to acquire the remaining 80.01% of Breakthrough Diagnostics in exchange for an additional 30.01% of the Company's outstanding shares (the "Option Transaction"). Upon exercise of the Option Transaction, the Company would own 100% of the Subsidiary and Amarantus would own 49.99% of the Company. The Company is required to notify Amarantus in writing of its intention to exercise the Option, and the closing of the Option transaction shall take place within fourteen days of Amarantus' receipt of such notice. | |||
Residual amount | $ 1,345,180 | |||
Fair value of equity consideration | 2,518,180 | |||
Fair value of option transaction | $ 1,173,000 | |||
Joint Venture Agreement [Member] | Amarantus Bioscience Holdings, Inc. [Member] | ||||
Ownership percentage | 19.99% | |||
Stock issued during the period, shares | 17,986,999 | |||
Joint Venture Agreement [Member] | Breakthrough Diagnostics, Inc. [Member] | ||||
Ownership percentage | 19.99% | |||
Remaining ownership percentage | 80.01% |
Investment in Affiliated Comp_4
Investment in Affiliated Company, Net - Summary of Observable Inputs Used in Valuatiom of Option Transaction Asset (Details) - $ / shares | Feb. 27, 2019 | Dec. 31, 2019 |
Share price | $ 0.04 | |
Option Transaction Asset [Member] | Level 3 [Member] | ||
Share price | $ 5,385 | |
Exercise price | $ 5,423 | |
Expected term | 1 month 27 days | |
Option Transaction Asset [Member] | Level 3 [Member] | Expected Volatility [Member] | ||
Fair value measurement input percentage | 137.20% | |
Option Transaction Asset [Member] | Level 3 [Member] | Risk Free Interest Rate [Member] | ||
Fair value measurement input percentage | 2.44% | |
Option Transaction Asset [Member] | Level 3 [Member] | Dividend Yeild [Member] | ||
Fair value measurement input percentage | 0.00% |
Investment in Affiliated Comp_5
Investment in Affiliated Company, Net - Schedule of Investment in Affiliated Company (Details) - USD ($) | Dec. 31, 2019 | Feb. 27, 2019 | Dec. 31, 2018 | ||
Investments, All Other Investments [Abstract] | |||||
Investment in affiliated company, net | $ (447,621) | [1] | $ 1,345,180 | ||
Non-current loans | [2] | 447,621 | |||
Total Investment in affiliated company, net | [3] | ||||
[1] | The investment in affiliated company as follows: Investment in Affiliated Company As of the Closing Date $ 1,345,180 Less amortization of In-Process Research and Development asset (1,345,180) Less accumulated net losses (447,621) As of December 31, 2019 (447,621) | ||||
[2] | As part of the Joint Venture Agreement, during the year ended December 31, 2019, the Company provided Breakthrough with an interest-free loan with no maturity date in total amount of $447,621. Following the reduction of the investment in affiliated company to zero amount, the Company considered to recognized additional losses to other investments (non-current loans) based on the seniority of such other investments and the percentage ownership interest applicable for such other investment. | ||||
[3] | Representing an amount less than $1,000. |
Investment in Affiliated Comp_6
Investment in Affiliated Company, Net - Schedule of Investment in Affiliated Company (Details) (Parenthetical) | 10 Months Ended | |
Dec. 31, 2019USD ($) | ||
As of the Closing Date | $ 1,345,180 | |
Less amortization of In-Process Research and Development asset | (1,345,180) | |
Less accumulated net losses | (447,621) | |
As of December 31, 2019 | (447,621) | [1] |
Joint Venture Agreement [Member] | Breakthrough Diagnostics, Inc. [Member] | ||
Loan amount | $ 447,621 | |
[1] | The investment in affiliated company as follows: Investment in Affiliated Company As of the Closing Date $ 1,345,180 Less amortization of In-Process Research and Development asset (1,345,180) Less accumulated net losses (447,621) As of December 31, 2019 (447,621) |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 29,643 | $ 25,502 | $ 24,083 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 177,568 | $ 176,495 |
Less - accumulated depreciation | (112,896) | (83,253) |
Total property and equipment, net | 64,672 | 93,242 |
Laboratory Equipment and Others [Member] | ||
Property and equipment, gross | 151,260 | 151,260 |
Computers [Member] | ||
Property and equipment, gross | 8,253 | 7,180 |
Vehicle [Member] | ||
Property and equipment, gross | 5,204 | 5,204 |
Furniture and Equipment [Member] | ||
Property and equipment, gross | $ 12,851 | $ 12,851 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll and related taxes | $ 172,648 | $ 111,076 |
Provision for vacation | 36,819 | 12,807 |
Accrued expenses | 590,158 | 87,552 |
Other Current Liabilities | $ 799,625 | $ 211,435 |
Loans from Shareholders (Detail
Loans from Shareholders (Details Narrative) - USD ($) | Apr. 29, 2019 | Mar. 25, 2019 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loan from shareholders | $ 310,477 | ||||||
Options to purchase ordinary shares | [1] | 1,129,836 | |||||
Option exercise price | [1] | $ 0.120 | |||||
Expected dividend yield | 0.00% | ||||||
Risk-free interest rate | 2.54% | ||||||
Expected volatility | 125.20% | ||||||
Loss from extinguishment of loans | $ 1,423,493 | ||||||
Assignment Agreement [Member] | |||||||
Fair value of options | $ 1,108,493 | ||||||
Expected dividend yield | 0.00% | ||||||
Risk-free interest rate | 2.31% | ||||||
Expected volatility | 127.80% | ||||||
Fair value of shares | $ 665,000 | ||||||
Loss from extinguishment of loans | $ 1,423,493 | ||||||
Assignment Agreement [Member] | Assignees [Member] | |||||||
Loan from shareholders | $ 350,000 | ||||||
Debt conversion into shares | 3,500,000 | ||||||
Conversion price per share | $ 0.10 | ||||||
Options to purchase ordinary shares | 7,000,000 | ||||||
Option exercise price | $ 0.20 | ||||||
Option exercise period | 5 years | ||||||
[1] | On March 25, 2019, the Company's Board of Directors approved the employment agreement (the "Agreement") with Dr. Herman Weiss, ("Dr. Weiss") whereby will serve as the Company's Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock 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 grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company's planned public offering ("Performance Milestone"). On April 29, 2019 (the "Commitment Date"), the Company held its Annual General Meeting of Shareholders, at which the Company's shareholders approved inter alia the aforesaid Agreement.The likelihood that the Performance Milestone for consummation of the Company's planned public offering was determined to be remote due to termination of Dr. Weiss from his position as the Company's Chief Executive Officer at the beginning of January 2020 (see also Note 18B). Thus, During the year ended December 31, 2019, stock-based compensation expense has not been recorded with respect to the Performance Milestone.At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of 1,129,836 stock options which are not subject to Performance Milestone in total amount of $207,541 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.54%; expected volatility of 125.2%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in such amount as part of "General and Administrative Expenses" line in operations in the accompanying statement of operations. |
Loans from Shareholders - Sched
Loans from Shareholders - Schedule of Carrying Amount of the Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loans From Shareholders | |||
Opening balance, classified as a current liability | $ 611,925 | $ 659,526 | |
Less: Partial conversion of loans from shareholders | (350,000) | ||
Plus: Exchange differences relating to loans from shareholders | 48,552 | (47,601) | $ 66,658 |
Closing balance, classified as a non-current liability | $ 310,477 | $ 611,925 |
Convertible Bridge Loans, Net -
Convertible Bridge Loans, Net - (Details Narrative) | Jan. 02, 2020USD ($)shares | Dec. 10, 2019shares | Dec. 02, 2019 | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Warrant description | The First Warrant provides the Lenders with 25% warrant coverage, with the warrant exercise price to be equal to the offering price in the Company's proposed public offering, or, in the event the Principal Amount are converted into ordinary 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 Principal Amount. The term of the First Warrant is three years from the date of the determination of the exercise price. The First Warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrants being exercised. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrants being exercised. The First Warrant permits the lenders to receive a variable number of shares of common stock upon exercise and therefore was accounted for as non-current financial derivative. See also Note 8. The Second Warrant provides the Lenders an additional 25% warrant coverage, under the same terms as the aforesaid warrant, except the exercise price which is equal to 150% of the closing bid price of the Company's shares on the day prior to the closing of the bridge loan transaction. The Second Warrant permits the lenders to receive fixed number of shares of common stock upon exercise and therefore was classified as additional paid-in capital versus discount on the Notes. | |||||
Fair value of warrants | $ 499,874 | $ (925,910) | $ 1,101,229 | |||
Stock issued during the period converted | $ 335,521 | |||||
Stock issued during the period converted, shares | shares | 1,811,864 | |||||
Proceeds from issuance of warrants | $ 1,374,470 | $ 27,000 | ||||
Warrants oustanding | shares | 2,477,500 | 4,730,906 | ||||
Convertible bridge loan, non current | $ 3,427,207 | |||||
Other current liabilities | 799,625 | 211,435 | ||||
Beneficial conversion feature | 79,849 | |||||
Third Party [Member] | ||||||
Convertible bridge loan, non current | 354,889 | |||||
Other current liabilities | 192,484 | |||||
Subsequent Event [Member] | ||||||
Convertible bridge loan | $ 900,000 | |||||
Stock issued during the period converted | $ 553,973 | |||||
Stock issued during the period converted, shares | shares | 36,668,926 | |||||
Notes [Member] | ||||||
Proceeds from debt | 938,151 | |||||
First Warrant [Member] | ||||||
Fair value of warrants | 517,213 | |||||
Additional paid-in-capital | $ 60,365 | |||||
Warrants oustanding | shares | 20,896,789 | |||||
Second Warrant [Member] | ||||||
Proceeds from debt | $ 326,024 | |||||
Ordinary Shares [Member] | ||||||
Stock issued during the period converted | $ 5,177 | |||||
Stock issued during the period converted, shares | shares | 1,811,864 | |||||
Ordinary Shares [Member] | Third Party [Member] | ||||||
Additional paid-in-capital | $ 24,500 | |||||
Warrant [Member] | Third Party [Member] | ||||||
Additional paid-in-capital | 137,905 | |||||
Loan Agreement [Member] | ||||||
Convertible bridge loan | $ 1,442,250 | $ 27,000 | ||||
Debt instrument principal rate | 90.00% | |||||
Debt instrument discount | 10.00% | |||||
Debt instrument, face amount | $ 163,250 | |||||
Debt instrument, interest rate | 10.00% | |||||
Debt instrument, maturity term | 6 months | |||||
Debt instrument, description | The Company will be required to pay 10% penalty upon repayment of the Principal Amount prior to the Maturity Date. Upon the Maturity Date of the loans, the Company will be required to repay the Principal Amount of the Loan and unpaid Interest for cash. From the initial recognition and until the Maturity Date, the loans are presented as current liability. Subject to the Company's discrete decision not to repay the Principal Amount and unpaid Interest for cash, the Principal Amount and the unpaid Interest shall become convertible into the Company's Ordinary Shares following the Maturity Date and thereafter at a conversion price equal to 70% of the average closing bid price of the Company's Ordinary Shares in the 5-days prior to the conversion date. In the event the Company's defaults under the Agreements, the conversion price shall be reduced to 60% of the average closing bid price of the Company's Ordinary Shares in the 15-days prior to the conversion date. Following the Maturity Date, the convertible loans are reclassified to non-current liability. | |||||
Warrant description | (1) waiver of the conversion feature of the applicable Principal Amount and accrued Interest prior to the Amended Maturity Date, but the lender has at any time after the effectiveness of the Company's Registration Statement on Form F-1 that is being filed pursuant to the Company's proposed public offering and Uplisting (including immediately prior to an Event of Default) the option to convert the applicable Principal Amount and accrued Interest into the units that are being registered pursuant to the Company's proposed public offering and Uplisting (the "Units"), at a conversion price equal to 70% of the price of the Units in such public offering, subject to the availability of Units registered pursuant to the Company's registration statement for such public offering and (2) issuance of 350,000 newly issued restricted ordinary shares, par value NIS 0.01 each and issuance of 1,666,667 stock warrants to purchase the same number of ordinary shares, at an exercise price equal to $0.15 per stock warrant at any time commencing six months after the issuance date and up to three years thereafter. | On December 2, 2019, the Company entered into convertible note extension agreement and lock-up agreement with one of the lenders whereby it was determined to extend the original Maturity Date of applicable Note until February 14, 2020 (the "Amended Maturity Date") in exchange for (1) waiver of the conversion feature of the applicable Note and accrued Interest prior to the Amended Maturity Date, unless such conversion is either (1) at the Fixed Conversion Price as defined in the amendment or (2) upon an Event of Default in which case the Maturity Date shall be accelerated and the Note shall be convertible at the Alternate Conversion Price as defined in the amendment (2) the Interest shall be amended to be at a rate of 24% and (3) issuance of 500,000 stock warrants to purchase the same number of ordinary shares, at an exercise price equal to $0.15 per stock warrant at any time after the issuance date and up to five years thereafter. | ||||
Proceeds from issuance of warrants | $ 158,400 | |||||
Additional discount of the convertible bridge loans | $ 101,142 | |||||
Debt instrument, conversion price rate | 0.70 | |||||
Stock issued during restricted stock | shares | 350,000 | |||||
Warrants oustanding | shares | 1,666,667 |
Convertible Bridge Loans, Net_2
Convertible Bridge Loans, Net - Schedule of Carrying Amount of The Convertible Bridge Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Opening balance | |||
Plus: Net principal amount received | 1,469,250 | ||
Less: Debt issuance costs | (101,142) | ||
Less: Fair value of derivative First and Second Warrants | (531,099) | ||
Plus: Amortization of discounts and accrued interest on convertible bridge loans | 958,741 | ||
Less: Partial conversion of convertible bridge loans into equity | (335,521) | ||
Less: Modification of terms relating to convertible bridge loans transactions | (354,889) | ||
Plus: Change in fair value of convertible bridge loans | 2,321,867 | ||
Closing balance | $ 3,427,207 |
Derivative Warrants Liability_2
Derivative Warrants Liability (Details Narrative) - USD ($) | May 31, 2018 | Apr. 30, 2017 | May 31, 2019 | May 31, 2018 | Apr. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2017 |
Proceeds from warrants | $ 1,374,470 | $ 27,000 | |||||||||
Stock issued during the period, shares | 125,000 | 81,432 | |||||||||
Estimated fair value of warrant liability | $ 752,309 | $ 28,525 | $ 1,063,745 | $ 259,716 | |||||||
Warrants exercised | 2,477,500 | 4,730,906 | |||||||||
Ordinary shares for a cash consideration | $ 361,250 | ||||||||||
Holders [Member] | |||||||||||
Warrants exercise price increase | $ 0.5 | ||||||||||
Warrants exercise price decrease | $ 0.4 | ||||||||||
Warrants exercised | 722,500 | 722,500 | 1,665,000 | ||||||||
Warrants exercised, value | $ 361,250 | $ 361,250 | $ 666,000 | ||||||||
Derivative warrant liability | $ 297,200 | $ 297,200 | |||||||||
Warrant [Member] | |||||||||||
Stock issued during the period, shares | 600,000 | 4,518,406 | 3,106,000 | ||||||||
Estimated fair value of warrant liability | $ 297,200 | $ 297,200 | |||||||||
Warrants exercise price increase | $ 0.5 | ||||||||||
Warrants exercise price decrease | $ 0.4 | ||||||||||
Derivative warrant liability | $ 166,500 | ||||||||||
Warrant percentage | 25.00% | ||||||||||
Warrants exercised | 722,500 | ||||||||||
Warrant [Member] | Holders [Member] | |||||||||||
Warrants exercised | 1,665,000 | 1,665,000 | |||||||||
Warrants exercised, value | $ 666,000 | $ 666,000 | $ 599,400 | ||||||||
Warrant [Member] | Convertible Bridge Loans Transactions [Member] | |||||||||||
Stock issued during the period, shares | 80,000 | ||||||||||
Private Placement [Member] | |||||||||||
Proceeds from warrants | $ 19,655 | $ 244,000 | $ 168,000 | ||||||||
Private Placement [Member] | Convertible Bridge Loans Transactions [Member] | |||||||||||
Proceeds from warrants | $ 205,075 |
Derivative Warrants Liability -
Derivative Warrants Liability - Schedule of Outstanding Warrants and Terms (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Outstanding | 2,477,500 | 4,730,906 | ||
Exercisable | 2,477,500 | |||
Series (2015) [Member] | ||||
Outstanding | 1,502,500 | 1,502,500 | ||
Exercise Price | $ 0.5 | |||
Exercisable | 1,502,500 | |||
Exercisable Through | April 2021 | |||
Series (2016) [Member] | ||||
Outstanding | 375,000 | 2,628,406 | ||
Exercise Price | $ 0.5 | |||
Exercisable | 375,000 | |||
Exercisable Through | March 2022 | |||
Series (2018) [Member] | ||||
Outstanding | 600,000 | 600,000 | ||
Exercise Price | $ 0.125 | |||
Exercisable | 600,000 | |||
Exercisable Through | November 2021 | |||
First Warrant [Member] | ||||
Outstanding | [1] | |||
Exercise Price | [1] | |||
Exercisable | ||||
Exercisable Through | [2] | 0 | 0 | |
[1] | The number of First Warrant instruments has not been determined as the First Warrant provides the Lenders with 25% warrant coverage, with the warrant exercise price to be equal to the offering price in the Company's proposed public offering, or, in the event the Loan Amount are converted into ordinary 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 Amount. However, based on the share price of the Company as of December 31, 2019, the number of the First Warrant would have been 20,896,789 shares. | |||
[2] | The exercise period is three years from the date of the determination of the exercise price. |
Derivative Warrants Liability_3
Derivative Warrants Liability - Schedule of Outstanding Warrants and Terms (Details) (Parenthetical) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Warrant percentage | 25.00% | |
Warrants oustanding | 2,477,500 | 4,730,906 |
First Warrant [Member] | ||
Warrants oustanding | 20,896,789 |
Derivative Warrants Liability_4
Derivative Warrants Liability - Schedule of Valuation of the Derivative Warrant Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2019Integer$ / shares | Dec. 31, 2018Integer$ / shares | |
Share price (U.S. dollars) | $ / shares | $ 0.04 | |
Warrant [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.040 | |
Probability for uplisting | 75.00% | |
Warrant [Member] | Minimum [Member] | ||
Derivative warrant liabilities expected term | 1 year 11 months 15 days | |
Warrant [Member] | Maximum [Member] | ||
Derivative warrant liabilities expected term | 2 years 11 months 26 days | |
Warrant [Member] | Exercise Price [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.018 | |
Warrant [Member] | Expected Volatility [Member] | Minimum [Member] | ||
Derivative warrant liabilities | 102.55 | |
Warrant [Member] | Expected Volatility [Member] | Maximum [Member] | ||
Derivative warrant liabilities | 125.71 | |
Warrant [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative warrant liabilities | 1.58 | |
Warrant [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative warrant liabilities | 1.62 | |
Warrant [Member] | Dividend Yield [Member] | ||
Derivative warrant liabilities | 0 | |
Series (2015) [Member] | Warrant [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.040 | $ 0.094 |
Derivative warrant liabilities expected term | 1 year 4 months 6 days | 2 years 4 months 24 days |
Series (2015) [Member] | Warrant [Member] | Exercise Price [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.50 | $ 0.5 |
Series (2015) [Member] | Warrant [Member] | Expected Volatility [Member] | ||
Derivative warrant liabilities | 109.15 | 63 |
Series (2015) [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||
Derivative warrant liabilities | 1.59 | 2.92 |
Series (2015) [Member] | Warrant [Member] | Dividend Yield [Member] | ||
Derivative warrant liabilities | 0 | 0 |
Series (2016) [Member] | Warrant [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.040 | $ 0.094 |
Derivative warrant liabilities expected term | 2 years 2 months 16 days | 5 months 20 days |
Series (2016) [Member] | Warrant [Member] | Exercise Price [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.50 | $ 0.5 |
Series (2016) [Member] | Warrant [Member] | Expected Volatility [Member] | ||
Derivative warrant liabilities | 122.46 | 63 |
Series (2016) [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||
Derivative warrant liabilities | 1.58 | 2.92 |
Series (2016) [Member] | Warrant [Member] | Dividend Yield [Member] | ||
Derivative warrant liabilities | 0 | 0 |
Series (2018) [Member] | Warrant [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.040 | $ 0.094 |
Derivative warrant liabilities expected term | 1 year 6 months 29 days | 2 years 10 months 17 days |
Series (2018) [Member] | Warrant [Member] | Exercise Price [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.125 | $ 0.125 |
Series (2018) [Member] | Warrant [Member] | Expected Volatility [Member] | ||
Derivative warrant liabilities | 102.92 | 63 |
Series (2018) [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | ||
Derivative warrant liabilities | 1.58 | 2.92 |
Series (2018) [Member] | Warrant [Member] | Dividend Yield [Member] | ||
Derivative warrant liabilities | 0 | 0 |
Closing Date [Member] | Warrant [Member] | ||
Derivative warrant liabilities expected term | 2 years 4 months 17 days | |
Probability for uplisting | 75.00% | |
Closing Date [Member] | Warrant [Member] | Minimum [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.12 | |
Closing Date [Member] | Warrant [Member] | Maximum [Member] | ||
Share price (U.S. dollars) | $ / shares | 0.26 | |
Closing Date [Member] | Warrant [Member] | Exercise Price [Member] | Minimum [Member] | ||
Share price (U.S. dollars) | $ / shares | 0.12 | |
Closing Date [Member] | Warrant [Member] | Exercise Price [Member] | Maximum [Member] | ||
Share price (U.S. dollars) | $ / shares | $ 0.26 | |
Closing Date [Member] | Warrant [Member] | Expected Volatility [Member] | Minimum [Member] | ||
Derivative warrant liabilities | 125.31 | |
Closing Date [Member] | Warrant [Member] | Expected Volatility [Member] | Maximum [Member] | ||
Derivative warrant liabilities | 129.94 | |
Closing Date [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative warrant liabilities | 1.74 | |
Closing Date [Member] | Warrant [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative warrant liabilities | 2.56 | |
Closing Date [Member] | Warrant [Member] | Dividend Yield [Member] | ||
Derivative warrant liabilities | 0 |
Derivative Warrants Liability_5
Derivative Warrants Liability - Schedule of Warrant Activities (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Beginning balance | $ 28,525 | $ 1,063,745 | $ 259,716 | ||
Exercised | (297,200) | ||||
Expired | (88) | (178,498) | |||
Changes in fair value | 499,874 | (925,910) | 1,101,229 | ||
Amount classified to equity upon exercise | (128,965) | ||||
Amount classified to equity upon determination of the exercise price | [1] | (60,365) | |||
Issued | 284,275 | 19,655 | |||
Ending balance | 752,309 | 28,525 | 1,063,745 | ||
First Warrant [Member] | |||||
Beginning balance | |||||
Exercised | |||||
Expired | |||||
Changes in fair value | 517,213 | ||||
Amount classified to equity upon exercise | |||||
Amount classified to equity upon determination of the exercise price | [1] | (60,365) | |||
Issued | 205,075 | ||||
Ending balance | 661,923 | ||||
Placement Agent Warrant [Member] | |||||
Beginning balance | |||||
Exercised | |||||
Expired | |||||
Changes in fair value | |||||
Amount classified to equity upon exercise | |||||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Issued | 79,200 | [2] | |||
Ending balance | 79,200 | ||||
Series (2015) [Member] | |||||
Beginning balance | 5,996 | 554,416 | 76,768 | ||
Exercised | |||||
Expired | (178,498) | ||||
Changes in fair value | (3,901) | (281,119) | 477,648 | ||
Amount classified to equity upon exercise | (88,803) | ||||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Issued | |||||
Ending balance | 2,095 | 5,996 | 554,416 | ||
Series (2016) [Member] | |||||
Beginning balance | 2,874 | 509,329 | 182,948 | ||
Exercised | (297,200) | ||||
Expired | (88) | ||||
Changes in fair value | (466,293) | 623,581 | |||
Amount classified to equity upon exercise | (40,162) | ||||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Issued | |||||
Ending balance | 2,786 | 2,874 | 509,329 | ||
Series (2018) [Member] | |||||
Beginning balance | 19,655 | ||||
Exercised | |||||
Expired | |||||
Changes in fair value | (13,351) | ||||
Amount classified to equity upon exercise | |||||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Issued | 19,655 | ||||
Ending balance | $ 6,304 | $ 19,655 | |||
[1] | Following the partial conversion of certain convertible bridge loans into ordinary shares (see also Note 7), the exercise price of certain portion of the First Warrant has been determined as a fixed price and accordingly the applicable amount was reclassified into additional paid-in capital. | ||||
[2] | The fair value of the Placement Agent Warrant is equal to 8% of the total proceeds received by the Company from introduced investor and/or lenders by the Placement Agent (see also Note 7). |
Derivative Warrants Liability_6
Derivative Warrants Liability - Schedule of Warrant Activities (Details) (Parenthetical) | Dec. 31, 2019 |
Warrant [Member] | Placement Agent [Member] | |
Fair value of warrant percentage | 8.00% |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities (Details Narrative) | Jan. 14, 2020$ / sharesshares | Jan. 13, 2020$ / sharesshares | Dec. 19, 2019USD ($)Integer | Nov. 24, 2019shares | Oct. 10, 2019USD ($)Integer | Sep. 24, 2019shares | Sep. 17, 2019USD ($) | Jul. 17, 2019USD ($)$ / sharesshares | May 16, 2019USD ($)$ / sharesshares | Mar. 28, 2019USD ($)$ / sharesshares | Dec. 20, 2018 | Mar. 28, 2018Integer | Feb. 01, 2018USD ($) | Mar. 16, 2017USD ($) | Mar. 16, 2017SGD ($) | Dec. 02, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)shares | Jan. 31, 2015USD ($) | Jun. 15, 2020shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2013USD ($) | Jun. 21, 2018USD ($) | |
Research and development grants received | $ 162,017 | |||||||||||||||||||||||||
Grants maximum amount | $ 185,000 | |||||||||||||||||||||||||
Grants receivable | $ 110,220 | |||||||||||||||||||||||||
Description of royalty payment | The Company is required to pay royalties to IIA at a rate of 3% in the first 3-years period and 3.5% commencing 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. | |||||||||||||||||||||||||
Research and development grants | $ 272,237 | |||||||||||||||||||||||||
Accrued royalties | ||||||||||||||||||||||||||
Future minimum payments years 2015 | 10,000 | |||||||||||||||||||||||||
Other commitment, due in years 2016 | 25,000 | |||||||||||||||||||||||||
Other commitment, due year 2017 and thereafter | $ 50,000 | |||||||||||||||||||||||||
Terminate agreement term | 7 years | |||||||||||||||||||||||||
Liabilities | $ 423,000 | |||||||||||||||||||||||||
Liability for minimum royalties | 235,000 | 185,000 | ||||||||||||||||||||||||
Liability for minimum royalties - long-term | $ 188,000 | 188,000 | ||||||||||||||||||||||||
Future cash payments discounted interest rate | 21.00% | |||||||||||||||||||||||||
Term of contract | 1 year | |||||||||||||||||||||||||
Operating leases, rent expense | $ 1,892 | $ 1,830 | ||||||||||||||||||||||||
Description of renewed lease amount | 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 Israeli Customer Price Index (CPI) based on the CPI published on February 15, 2015, which until December 31, 2019, has not changed significantly. The total expected future lease commitments from January 2020 through January 2021 are approximately $22,000. In addition, the aforesaid lease was renewed by the Company on February 1, 2020 for additional one year. | |||||||||||||||||||||||||
Stock issued during the period, shares | shares | 125,000 | 81,432 | ||||||||||||||||||||||||
Number of ordinary shares issued, value | $ 12,500 | $ 295,000 | ||||||||||||||||||||||||
Liabilities non-current | $ 4,777,993 | 216,525 | ||||||||||||||||||||||||
Description of warrants exercise price percentage | The warrants' exercise price shall be equal to 80% of the average closing sale price of the Company's ordinary shares during the five days period immediately prior to the First Commercial Sale Date. The warrants' exercise period shall be 24 months from their grant date. The shares issuance upon exercise of the warrants shall be subject to a lock-up period of six months as of the date of such issuance in accordance with the terms of the warrants. Through December 31, 2019, the monthly sales milestones have not been met. | |||||||||||||||||||||||||
Grant date fair value of original issued shares, value | shares | [1] | 1,129,836 | ||||||||||||||||||||||||
Stock-based compensation | $ 1,253,449 | 47,672 | $ 113,758 | |||||||||||||||||||||||
Marketing expenses | $ 666,872 | |||||||||||||||||||||||||
Issuance of ordinary shares stock option exercised | $ 226 | |||||||||||||||||||||||||
First Choice International Company, Inc. [Member] | ||||||||||||||||||||||||||
Issuance of shares of restricted common stock | shares | 1,000,000 | |||||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 500,000 | |||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.10 | |||||||||||||||||||||||||
Stock-based compensation | $ 100,000 | |||||||||||||||||||||||||
General and Administrative Expense [Member] | First Choice International Company, Inc. [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 500,000 | |||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.10 | |||||||||||||||||||||||||
Stock-based compensation | $ 50,000 | |||||||||||||||||||||||||
Research and Development Arrangement [Member] | ||||||||||||||||||||||||||
Stock-based compensation | $ 12,135 | |||||||||||||||||||||||||
CTO Consulting Agreement [Member] | ||||||||||||||||||||||||||
Number of shares issued for services | shares | 242,697 | |||||||||||||||||||||||||
Engagement Agreement [Member] | Dawson James Securities [Member] | ||||||||||||||||||||||||||
Proposed public offering | $ 7,000,000 | |||||||||||||||||||||||||
Description of underwriting discount percentage | Dawson will be provided with an underwriting discount or spread of up to 9.0% of the Offering price. In addition, Dawson is entitled to (1) none-accountable expense allowance of 1% of the proceeds received by the Company at the closing from the securities sales (excluding any subsequent closings for the sale of the over-allotment securities) and (2) warrants (the "Placement Agent's Warrants") to purchase that number of Securities equal to 5% of the aggregate number of securities sold in the Offering. The Placement Agent's Warrants will be exercisable at any time and from time to time, in whole or in part, during the five-year period commencing six months from the closing of the Offering, at a price per share equal to 125% of the price per Security issued in the Offering. | |||||||||||||||||||||||||
Consulting Agreement [Member] | First Choice International Company, Inc. [Member] | ||||||||||||||||||||||||||
Issuance of shares of restricted common stock | shares | 500,000 | |||||||||||||||||||||||||
MDM Worldwide Inc. [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 125,000 | |||||||||||||||||||||||||
Number of ordinary shares issued, value | $ 12,500 | |||||||||||||||||||||||||
MDM Worldwide Inc. [Member] | Investor Relations Agreement [Member] | ||||||||||||||||||||||||||
Monthly fee for services | $ 12,000 | |||||||||||||||||||||||||
MDM Worldwide Inc. [Member] | New Exchange Agreement [Member] | ||||||||||||||||||||||||||
Liabilities non-current | $ 100,000 | |||||||||||||||||||||||||
Care G.B. Plus Ltd. [Member] | ||||||||||||||||||||||||||
Annual milestone percentage | 50.00% | |||||||||||||||||||||||||
Orot Plus Ltd. [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 3,600,000 | |||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.05 | |||||||||||||||||||||||||
Orot Plus Ltd. [Member] | Research and Development Arrangement [Member] | ||||||||||||||||||||||||||
Stock-based compensation | $ 218,773 | |||||||||||||||||||||||||
Orot Plus Ltd. [Member] | Distribution Agreement [Member] | ||||||||||||||||||||||||||
Number of ordinary shares issued, value | $ 180,000 | $ 180,000 | ||||||||||||||||||||||||
Issued and outstanding percentage | 0.50% | |||||||||||||||||||||||||
Warrant exercise price, amount | $ 7,000,000 | |||||||||||||||||||||||||
Convertible threshold percentage of stock price percentage | 20.00% | |||||||||||||||||||||||||
Convertible threshold percentage of stock price days | Integer | 10 | 30 | ||||||||||||||||||||||||
Grant date fair value of original issued shares, value | shares | 180,000 | |||||||||||||||||||||||||
Incremental modification amount of grant date | $ 38,773 | |||||||||||||||||||||||||
Orion Capital Advisors LLC [Member] | Business Development Agreement [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 500,000 | |||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.23 | |||||||||||||||||||||||||
Orion Capital Advisors LLC [Member] | Business Development Agreement [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||||||
Stock-based compensation | $ 115,000 | |||||||||||||||||||||||||
Steeltown Consulting Group LLC [Member] | Research and Development Arrangement [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 500,000 | |||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.14 | |||||||||||||||||||||||||
Stock-based compensation | $ 70,000 | |||||||||||||||||||||||||
Steeltown Consulting Group LLC [Member] | Business Development Agreement [Member] | ||||||||||||||||||||||||||
Number of shares issued for services | shares | 500,000 | |||||||||||||||||||||||||
Al and J Media Inc. [Member] | Media Advertising Agreement [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 3,000,000 | |||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.14 | |||||||||||||||||||||||||
Stock-based compensation | $ 420,000 | |||||||||||||||||||||||||
Marketing expenses | $ 565,000 | |||||||||||||||||||||||||
Financial Buzz Media Networks LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 2,500,000 | |||||||||||||||||||||||||
Financial Buzz Media Networks LLC [Member] | PR and Media Service Provider Agreement [Member] | ||||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.15 | |||||||||||||||||||||||||
Number of shares issued for services | shares | 5,000,000 | |||||||||||||||||||||||||
Fair value of ordinary shares | $ 750,000 | |||||||||||||||||||||||||
Strategic Investment Holdings, LLC, Ascenda BioSciences LLC and Provista Diagnostics, Inc. [Member] | Option Agreement [Member] | ||||||||||||||||||||||||||
Number of ordinary shares issued, value | $ 10,000,000 | |||||||||||||||||||||||||
Convertible threshold percentage of stock price days | Integer | 20 | |||||||||||||||||||||||||
Issuance of ordinary shares stock option exercised | $ 1,000,000 | |||||||||||||||||||||||||
Description of call option extended | In addition, it was agreed that the Call Option may be extended by the Company to June 30, 2020 by issuance of additional number of ordinary shares equal to a value of $1,000,000 at the VWAP of the last 20 trading days prior to exercising the extension of the Call Option (the "Call Option Extension"). | |||||||||||||||||||||||||
NIS [Member] | ||||||||||||||||||||||||||
Operating leases, rent expense | $ 7,200 | $ 6,780 | ||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
NIS [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | 0.01 | |||||||||||||||||||||||||
NIS [Member] | General and Administrative Expense [Member] | First Choice International Company, Inc. [Member] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | 0.01 | |||||||||||||||||||||||||
NIS [Member] | CTO Consulting Agreement [Member] | ||||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.01 | |||||||||||||||||||||||||
NIS [Member] | MDM Worldwide Inc. [Member] | ||||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | 0.01 | |||||||||||||||||||||||||
NIS [Member] | Orot Plus Ltd. [Member] | Distribution Agreement [Member] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||
NIS [Member] | Orion Capital Advisors LLC [Member] | Business Development Agreement [Member] | ||||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.01 | |||||||||||||||||||||||||
NIS [Member] | Steeltown Consulting Group LLC [Member] | Research and Development Arrangement [Member] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | 0.01 | |||||||||||||||||||||||||
NIS [Member] | Steeltown Consulting Group LLC [Member] | Business Development Agreement [Member] | ||||||||||||||||||||||||||
Ordinary shares price per shares | $ / shares | $ 0.01 | |||||||||||||||||||||||||
NIS [Member] | Al and J Media Inc. [Member] | Media Advertising Agreement [Member] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||
NIS [Member] | Financial Buzz Media Networks LLC [Member] | PR and Media Service Provider Agreement [Member] | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||
January 2020 through January 2021 [Member] | ||||||||||||||||||||||||||
Future minimum payments due, next twelve months | $ 22,000 | |||||||||||||||||||||||||
Licensors [Member] | Years 2015 Until 2020 [Member] | ||||||||||||||||||||||||||
Aggregate amount of minimum royalties payable | $ 250,000 | |||||||||||||||||||||||||
Board of Directors [Member] | MDM Worldwide Inc. [Member] | ||||||||||||||||||||||||||
Conversion of common stock converted, value | $ 100,000 | |||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.10 | |||||||||||||||||||||||||
Conversion of common stock converted, shares | shares | 1,000,000 | |||||||||||||||||||||||||
Mr. Udi Zelig [Member] | NIS [Member] | CTO Consulting Agreement [Member] | ||||||||||||||||||||||||||
Number of shares issued for services | shares | 13,000 | |||||||||||||||||||||||||
Dr. Wee Yue Chew [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||
Annual performance bonus rate | 4.00% | 4.00% | ||||||||||||||||||||||||
Net profit before tax | $ 2,150,000 | |||||||||||||||||||||||||
Dr. Wee Yue Chew [Member] | SGD [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||
Net profit before tax | $ 3,000,000 | |||||||||||||||||||||||||
[1] | On March 25, 2019, the Company's Board of Directors approved the employment agreement (the "Agreement") with Dr. Herman Weiss, ("Dr. Weiss") whereby will serve as the Company's Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock 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 grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company's planned public offering ("Performance Milestone"). On April 29, 2019 (the "Commitment Date"), the Company held its Annual General Meeting of Shareholders, at which the Company's shareholders approved inter alia the aforesaid Agreement.The likelihood that the Performance Milestone for consummation of the Company's planned public offering was determined to be remote due to termination of Dr. Weiss from his position as the Company's Chief Executive Officer at the beginning of January 2020 (see also Note 18B). Thus, During the year ended December 31, 2019, stock-based compensation expense has not been recorded with respect to the Performance Milestone.At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of 1,129,836 stock options which are not subject to Performance Milestone in total amount of $207,541 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.54%; expected volatility of 125.2%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in such amount as part of "General and Administrative Expenses" line in operations in the accompanying statement of operations. |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule of Royalty Rates (Details) | Dec. 31, 2019 |
Royalty payment on net sale, reduced percentage | 2.00% |
Leukemia Related Products [Member] | |
Royalty payment on net sale, percentage | 3.00% |
Royalty payment on fixed sublicence income with no sublicence income on sales, percentage | 20.00% |
Royalty payment on fixed sublicence income with sublicence income on sales, percentage | 10.00% |
Other Product [Member] | |
Royalty payment on net sale, percentage | 2.50% |
Royalty payment on fixed sublicence income with no sublicence income on sales, percentage | 15.00% |
Royalty payment on fixed sublicence income with sublicence income on sales, percentage | 7.50% |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Narrative) | Apr. 14, 2019USD ($)$ / sharesshares | Nov. 18, 2018USD ($)Integer$ / sharesshares | Aug. 15, 2018$ / sharesshares | Apr. 30, 2017USD ($)$ / sharesshares | Mar. 16, 2017shares | Aug. 09, 2015 | May 31, 2019USD ($)shares | Oct. 31, 2017USD ($)$ / sharesshares | Apr. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2015shares | May 31, 2018USD ($)shares | May 31, 2017USD ($)shares |
Preferred stock, issued | shares | |||||||||||||||||
Preferred stock, outstanding | shares | |||||||||||||||||
Warrants exercised | shares | 2,477,500 | 4,730,906 | |||||||||||||||
Fair value of warrants | $ | $ 499,874 | $ (925,910) | $ 1,101,229 | ||||||||||||||
Number of ordinary shares issued, value | $ | $ 12,500 | $ 295,000 | |||||||||||||||
Stock issued during the period, shares | shares | 125,000 | 81,432 | |||||||||||||||
Share price | $ 0.04 | ||||||||||||||||
Stock-based compensation expense | $ | $ 1,253,449 | $ 47,672 | $ 113,758 | ||||||||||||||
General and Administrative [Member] | |||||||||||||||||
Share price | $ 0.2 | ||||||||||||||||
Stock-based compensation expense | $ | $ 60,000 | 335,000 | |||||||||||||||
Marketing Expenses [Member] | |||||||||||||||||
Stock-based compensation expense | $ | $ 420,000 | ||||||||||||||||
NIS [Member] | |||||||||||||||||
Convertible stock option exercise price | $ 0.01 | ||||||||||||||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | |||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||
Sale of stock, value | $ | $ 562,553 | ||||||||||||||||
Service Agreements [Member] | |||||||||||||||||
Stock issued during the period services, shares | shares | 4,500,000 | ||||||||||||||||
Fair value exercise price | $ 0.15 | ||||||||||||||||
Service Agreements [Member] | NIS [Member] | |||||||||||||||||
Ordinary shares, par value | $ 0.01 | ||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||
Conversion of preferred stock | shares | 3,333,471 | ||||||||||||||||
Number of ordinary shares issued, value | $ | |||||||||||||||||
Stock issued during the period, shares | shares | |||||||||||||||||
Stock issued during the period services, shares | shares | |||||||||||||||||
Warrant [Member] | |||||||||||||||||
Warrants exercise price increase | $ 0.5 | ||||||||||||||||
Warrants exercise price decrease | $ 0.4 | ||||||||||||||||
Derivative warrant liability | $ | $ 166,500 | ||||||||||||||||
Stock issued during the period, shares | shares | 600,000 | 4,518,406 | 3,106,000 | ||||||||||||||
Share price | $ 0.040 | ||||||||||||||||
Holders [Member] | |||||||||||||||||
Preferred shares converted description | 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 the then Chief Executive Officer of the Company ("Mr. Zigdon"). | ||||||||||||||||
Warrants exercise price increase | $ 0.5 | ||||||||||||||||
Warrants exercise price decrease | $ 0.4 | ||||||||||||||||
Warrants exercised | shares | 722,500 | 1,665,000 | |||||||||||||||
Warrants exercised, value | $ | $ 361,250 | $ 666,000 | |||||||||||||||
Fair value of warrants | $ | $ 166,500 | ||||||||||||||||
Derivative warrant liability | $ | $ 297,200 | $ 297,200 | |||||||||||||||
Warrants expiration term | 3 years | ||||||||||||||||
Direct and incremental costs | $ | $ 36,992 | ||||||||||||||||
Holders [Member] | Warrant [Member] | |||||||||||||||||
Warrants exercised | shares | 1,665,000 | 1,665,000 | |||||||||||||||
Warrants exercised, value | $ | $ 666,000 | $ 666,000 | $ 599,400 | ||||||||||||||
Mr. Zigdon [Member] | Preferred Stock [Member] | |||||||||||||||||
Conversion of preferred stock | shares | 18,379 | ||||||||||||||||
Investor [Member] | Purchase Agreement [Member] | |||||||||||||||||
Warrants exercise price decrease | $ 0.125 | ||||||||||||||||
Warrants exercised | shares | 600,000 | ||||||||||||||||
Derivative warrant liability | $ | $ 19,655 | ||||||||||||||||
Number of ordinary shares issued, value | $ | $ 100,000 | $ 625,000 | $ 295,000 | ||||||||||||||
Stock issued during the period, shares | shares | 800,000 | 1,061,125 | 2,950,000 | ||||||||||||||
Warrants expiration term | 3 years | ||||||||||||||||
Number of trading days | Integer | 5 | ||||||||||||||||
Share price | $ 0.10 | ||||||||||||||||
Investor [Member] | Purchase Agreement [Member] | NIS [Member] | |||||||||||||||||
Convertible stock option exercise price | $ 0.01 | ||||||||||||||||
Ordinary shares, par value | $ 0.01 | $ 0.01 | |||||||||||||||
Consultant [Member] | |||||||||||||||||
Conversion of preferred stock | shares | 620,521 | ||||||||||||||||
Consultant [Member] | NIS [Member] | |||||||||||||||||
Convertible stock option exercise price | $ 0.01 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Stock issued during the period, shares | shares | 300,000 | ||||||||||||||||
Chief Executive Officer [Member] | NIS [Member] | |||||||||||||||||
Ordinary shares, par value | $ 0.01 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Jan. 11, 2016 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Options to purchase ordinary shares | [1] | 1,129,836 | ||||
Share price | $ 0.04 | |||||
Aggregate intrinsic value for the options outstanding | $ 42,551 | |||||
Aggregate intrinsic value for the options exercisable | $ 28,045 | |||||
Weighted average remaining contractual life | 5 years | |||||
Stock-based compensation expenses | $ 1,253,449 | $ 47,672 | $ 113,758 | |||
Stock issued during the period, shares | 125,000 | 81,432 | ||||
Employees Directors and NonEmployees [Member] | ||||||
Stock-based compensation expenses | $ 1,253,449 | $ 47,672 | $ 113,758 | |||
Stock issued during the period, shares | 1,045,908 | 3,801 | ||||
2015 Israeli Share Option Plan [Member] | ||||||
Ordinary shares available for future issuance | 3,732,429 | |||||
2015 Israeli Share Option Plan [Member] | Maximum [Member] | ||||||
Options to purchase ordinary shares | 6,000,000 | |||||
[1] | On March 25, 2019, the Company's Board of Directors approved the employment agreement (the "Agreement") with Dr. Herman Weiss, ("Dr. Weiss") whereby will serve as the Company's Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock 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 grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company's planned public offering ("Performance Milestone"). On April 29, 2019 (the "Commitment Date"), the Company held its Annual General Meeting of Shareholders, at which the Company's shareholders approved inter alia the aforesaid Agreement.The likelihood that the Performance Milestone for consummation of the Company's planned public offering was determined to be remote due to termination of Dr. Weiss from his position as the Company's Chief Executive Officer at the beginning of January 2020 (see also Note 18B). Thus, During the year ended December 31, 2019, stock-based compensation expense has not been recorded with respect to the Performance Milestone.At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of 1,129,836 stock options which are not subject to Performance Milestone in total amount of $207,541 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.54%; expected volatility of 125.2%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in such amount as part of "General and Administrative Expenses" line in operations in the accompanying statement of operations. |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Option Activity (Details) | 12 Months Ended | |
Dec. 31, 2019$ / sharesshares | ||
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding Beginning | shares | 1,758,316 | |
Number of Options, Granted | shares | 1,129,836 | [1] |
Number of Options, Forfeited or expired | shares | (620,581) | |
Number of Options, Outstanding Ending | shares | 2,267,571 | |
Number of Options, Exercisable Ending | shares | 1,879,705 | |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 0.003 | |
Weighted Average Exercise Price, Granted | $ / shares | 0.120 | [1] |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | 0.003 | |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | 0.061 | |
Weighted Average Exercise Price, Exercisable at December 31, 2019 | $ / shares | $ 0.073 | |
[1] | On March 25, 2019, the Company's Board of Directors approved the employment agreement (the "Agreement") with Dr. Herman Weiss, ("Dr. Weiss") whereby will serve as the Company's Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock 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 grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company's planned public offering ("Performance Milestone"). On April 29, 2019 (the "Commitment Date"), the Company held its Annual General Meeting of Shareholders, at which the Company's shareholders approved inter alia the aforesaid Agreement.The likelihood that the Performance Milestone for consummation of the Company's planned public offering was determined to be remote due to termination of Dr. Weiss from his position as the Company's Chief Executive Officer at the beginning of January 2020 (see also Note 18B). Thus, During the year ended December 31, 2019, stock-based compensation expense has not been recorded with respect to the Performance Milestone.At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of 1,129,836 stock options which are not subject to Performance Milestone in total amount of $207,541 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.54%; expected volatility of 125.2%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in such amount as part of "General and Administrative Expenses" line in operations in the accompanying statement of operations. |
Stock Options - Schedule of S_2
Stock Options - Schedule of Stock Option Activity (Details) (Parenthetical) | Mar. 25, 2019USD ($)shares |
Stock option description | On March 25, 2019, the Company's Board of Directors approved the employment agreement (the "Agreement") with Dr. Herman Weiss, ("Dr. Weiss") whereby will serve as the Company's Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock 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 grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company's planned public offering ("Performance Milestone"). On April 29, 2019 (the "Commitment Date"), the Company held its Annual General Meeting of Shareholders, at which the Company's shareholders approved inter alia the aforesaid Agreement. |
Fair value of stock options | shares | 1,129,836 |
Expected dividend yield | 0.00% |
Risk-free interest rate | 2.54% |
Expected volatility | 125.20% |
Performance Milestone [Member] | |
Options not subject to performance milestone | $ | $ 207,541 |
Research and Development Expe_3
Research and Development Expenses - Schedule of Research and Development Expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Research and Development Expenses | $ 755,699 | $ 459,184 | $ 720,527 |
Salaries and Related Expenses [Member] | |||
Research and Development Expenses | 291,606 | 178,486 | 144,250 |
Stock-Based Compensation [Member] | |||
Research and Development Expenses | 230,908 | 12,077 | 22,883 |
Professional Fees [Member] | |||
Research and Development Expenses | 65,506 | 22,271 | 18,888 |
Laboratory and Materials [Member] | |||
Research and Development Expenses | 35,472 | 70,779 | 143,644 |
Patent Expenses [Member] | |||
Research and Development Expenses | 51,491 | 82,367 | 65,654 |
Rent and Maintenance [Member] | |||
Research and Development Expenses | 32,895 | 40,146 | 41,673 |
Liability for Minimum Royalty Expenses [Member] | |||
Research and Development Expenses | 238,000 | ||
Depreciation [Member] | |||
Research and Development Expenses | 29,643 | 25,650 | 24,083 |
Insurance and Other Expenses [Member] | |||
Research and Development Expenses | $ 18,178 | $ 27,408 | $ 21,452 |
Marketing Expenses - Schedule o
Marketing Expenses - Schedule of Marketing Expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Marketing expenses | $ 666,872 | ||
Stock-Based Compensation [Member] | |||
Marketing expenses | 420,000 | ||
Professional Fees [Member] | |||
Marketing expenses | $ 246,872 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
General and administrative expenses | $ 2,092,645 | $ 919,694 | $ 617,087 |
Salaries and Related Expenses [Member] | |||
General and administrative expenses | 325,879 | 190,207 | 67,541 |
Stock-Based Compensation [Member] | |||
General and administrative expenses | 602,541 | 35,595 | 90,875 |
Communication and Investor Relations [Member] | |||
General and administrative expenses | 106,886 | 230,194 | 83,836 |
Professional Fees [Member] | |||
General and administrative expenses | 943,175 | 269,980 | 224,407 |
Insurance and Other Expenses [Member] | |||
General and administrative expenses | $ 114,164 | $ 193,718 | $ 150,428 |
Financing (Income) Expenses, _3
Financing (Income) Expenses, Net - Schedule of Financing (Income) Expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Banking and Thrift, Interest [Abstract] | |||
Change in fair value of derivative warrants liability and fair value of warrants expired (Note 8) | $ 499,874 | $ (925,910) | $ 1,101,229 |
Inducement related to warrants exercised (Note 8) | (166,500) | ||
Change in fair value of convertible bridge loans following to Maturity Date (Note 7) | 2,321,867 | ||
Loss from extinguishment of loans from shareholders (Note 6) | 1,423,493 | ||
Direct and incremental issuance costs allocated to First Warrant (Note 7) | 22,109 | ||
Amortization of discounts and accrued interest on convertible bridge loans (prior to Maturity Date) (Note 7) | 958,741 | ||
Change in liability to minimum royalties (Note 9B) | 50,000 | 50,000 | 238,000 |
Exchange rate differences and other finance income (expenses) | 57,414 | (45,427) | (70,029) |
Financing (income) expenses, net | $ 5,333,498 | $ 921,337 | $ 1,337,758 |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Description of corporate income tax rate | 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 in effect from 2018 onwards is 23%. | |
Carry forward losses | $ 1,585,272 | $ 991,987 |
Israeli | ||
Carry forward losses | $ 6,900,000 |
Taxes on Income - Schedule of D
Taxes on Income - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 1,585,272 | $ 991,987 |
Research and development credits | 112,149 | 63,439 |
Others | 8,556 | 2,946 |
Net deferred tax asset before valuation allowance | 1,705,976 | 1,058,371 |
Valuation allowance | (1,705,976) | (1,058,371) |
Net deferred tax assets |
Taxes on Income - Schedule of R
Taxes on Income - Schedule of Reconcile the Statutory Income Tax Rate to Effective Income Tax Rate (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax rate | 23.00% | 23.00% | 24.00% |
Tax expense (benefit) at statutory rate | $ 2,054,113 | $ 105,234 | $ 642,090 |
Tax rate differential | 28,057 | ||
Change in taxes from permanent differences in stock-based compensation | 639,504 | 10,964 | 27,301 |
Change in taxes from permanent difference in derivative warrants liabilities and convertible loans | 858,307 | (212,959) | 304,254 |
Change in temporary differences | 111,480 | ||
Others | 1,925 | ||
Loss carryforwards | 442,897 | 307,229 | 282,478 |
Income tax expense (benefit) |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Mar. 25, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Officer's compensation description | On March 25, 2019, 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: Salary: NIS 47,840 per month. Bonus: 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. Equity: 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: 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: 3 months. Severance Payments: 6 months' salary following effective date of termination. Change in Control Payment: 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. Change in Control Acceleration: 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. | |||
Stock-based compensation expenses | $ 1,253,449 | $ 47,672 | $ 113,758 | |
Cost of plastic parts per unit | $ 0.10 | |||
Dr. Herman Weiss [Member] | ||||
Officer's compensation | $ 463,582 | $ 82,967 | ||
Stock-based compensation expenses | $ 207,541 | |||
NIS [Member] | ||||
Officer's compensation | $ 47,840 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 15, 2020 | May 10, 2020 | May 06, 2020 | May 02, 2020 | Apr. 24, 2020 | Apr. 13, 2020 | Apr. 08, 2020 | Mar. 23, 2020 | Mar. 17, 2020 | Feb. 20, 2020 | Feb. 13, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Jan. 02, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | May 01, 2020 |
Stock issued during the period, shares | 125,000 | 81,432 | |||||||||||||||||||
Number of ordinary shares issued, value | $ 12,500 | $ 295,000 | |||||||||||||||||||
Ordinary Shares [Member] | |||||||||||||||||||||
Stock issued during the period, shares | 2,950,000 | ||||||||||||||||||||
Number of ordinary shares issued, value | $ 8,429 | ||||||||||||||||||||
Exchange Agreement [Member] | MDM Worldwide Solution, Inc [Member] | |||||||||||||||||||||
Due to related parties, debt | 1,000,000 | ||||||||||||||||||||
Loan Conversion Agreement [Member] | |||||||||||||||||||||
Due to related parties, debt | $ 310,477 | ||||||||||||||||||||
Subsequent Event [Member] | Strategic Global Research and Development, Inc [Member] | |||||||||||||||||||||
Litigation settlement | $ 91,319 | ||||||||||||||||||||
Unpaid consulting fees | 71,209 | ||||||||||||||||||||
Unreimbursed expenses | $ 20,110 | ||||||||||||||||||||
Contingencies setllement, interest rate | 5.00% | ||||||||||||||||||||
Subsequent Event [Member] | Claim Paid Over-Time Per Month [Member] | Strategic Global Research and Development, Inc [Member] | |||||||||||||||||||||
Litigation settlement | $ 4,000 | ||||||||||||||||||||
Subsequent Event [Member] | Ordinary Shares [Member] | Provista Diagnostics, Inc [Member] | |||||||||||||||||||||
Stock issued during the period, shares | 13,008,976 | 17,091,096 | |||||||||||||||||||
Subsequent Event [Member] | Convertible Note Extension Agreements [Member] | Note Warrant [Member] | Third Warrant [Member] | |||||||||||||||||||||
Number of warrants for right to purchase shares | 20,792,380 | ||||||||||||||||||||
Exercise price of warrants | $ 0.10 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Extension Agreements [Member] | Extended Maturity [Member] | |||||||||||||||||||||
Debt instrument, maturity date | Aug. 14, 2020 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Bridge Loan Agreements [Member] | |||||||||||||||||||||
Number of warrants for right to purchase shares | 24,776,758 | ||||||||||||||||||||
Exercise price of warrants | $ 0.10 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Debt instrument, face amount | $ 835,714 | ||||||||||||||||||||
Debt instrument, discount percentage | 30.00% | ||||||||||||||||||||
Debt Unpaid loan, interest rate | 18.00% | ||||||||||||||||||||
Repayment of loans, penalty percentage | 20.00% | ||||||||||||||||||||
Debt instrument, description | The Holder is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the Note and the accumulated Interest then outstanding into the Company's ordinary shares at a price equal to 80% of the lower of (i) the lowest closing bid price on the trading day prior to the Issuance Date or (ii) the lowest trading price of the ordinary shares as reported by the trading market on which the Company's shares are traded, for the 20 prior trading days including the day upon which a conversion notice is received (the "Conversion Price"). Upon occurrence of a Sale Event as defined in the Note, the Company shall, upon request of the Holder, redeem the Note in cash in an amount equal to 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of the Note and the unpaid interest into ordinary shares of the Company at the Conversion Price immediately prior to such Sale Event. Upon the occurrence of an Event of Default (as defined in the Note), the Note shall accrue interest at the lower of (i) 24% per annum or (ii) the highest rate of interest permitted by law. In addition, the Company will be subject to the penalty described in paragraph 8 of the Note. | At the earlier of the effective date of Registration Statement as defined in the Loan Agreements or 6 months after the Effective Date, the Lenders at their sole option, may convert the outstanding Loan Amount, or any portion of the Loan Amount, and any accrued interest, in whole or in part, into shares of the common stock of the Company (the "Common Stock"). Any amount so converted will be converted into common stock of the Company at a price equal to the lower of (1) the closing market price on the date of closing and (2) 50% of the lowest trading price on the primary trading market on which the Company's Common Stock is quoted for the last 10 trading days immediately prior to but not including the Conversion Date ("Conversion Price"). The Lenders shall have a right of participation up to 40% of any future financing (excluding strategic transactions) for a period of 2 years. | |||||||||||||||||||
Liquidation damages, value | $ 12,500 | ||||||||||||||||||||
Liquidation damages, description | (i) 75 days of the Effective Date or (ii) 30 days after uplisting of the Company's Common Stock to a national securities exchange and / or declared effective within 180 days from the Effective Date of the Loan Agreements, which damages shall accrue each month until the applicable breach (failure to timely file, failure to timely have declared effective, or both) has been cured. | ||||||||||||||||||||
Debt, principal and interest | $ 553,973 | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Bridge Loan Agreements [Member] | Loan Amount After Debt Discount [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 250,714 | ||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||
Subsequent Event [Member] | Convertible Bridge Loan Agreements [Member] | Ordinary Shares [Member] | |||||||||||||||||||||
Debt, conversion of shares | 36,668,926 | ||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | 2% Convertible Redeemable Note [Member] | |||||||||||||||||||||
Debt instrument, maturity date | Jun. 15, 2021 | ||||||||||||||||||||
Debt instrument, interest rate | 2.00% | ||||||||||||||||||||
Debt instrument, description | During the first 40 days after the Issuance Date, the Company has the right to redeem the Note at a price equal to 125% of the Note's face amount. | ||||||||||||||||||||
Proceeds from issuance of note | $ 315,000 | ||||||||||||||||||||
Agreement, description | The Company entered into a Securities Purchase Agreement pursuant to which it issued a 2% Convertible Redeemable Note ("Note"). Under the Note, the Company received net cash of $315,000 (which representing 84% of the gross Principal Amount of the note) from a private lender (the "Holder"). | ||||||||||||||||||||
Original issue discount percentage | 16.00% | ||||||||||||||||||||
Subsequent Event [Member] | Subscription Agreements [Member] | |||||||||||||||||||||
Number of warrants for right to purchase shares | 1,339,284 | ||||||||||||||||||||
Exercise price of warrants | $ 0.10 | ||||||||||||||||||||
Gross proceeds from issuance of ordinary shares | $ 30,000 | ||||||||||||||||||||
Stock issued during the period, shares | 1,500,000 | ||||||||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | MDM Worldwide Solution, Inc [Member] | |||||||||||||||||||||
Repayments of debt | $ 100,000 | ||||||||||||||||||||
Share issuance for exchange of debt | 5,000,000 | ||||||||||||||||||||
Shares exchange, price per share | $ 0.02 | ||||||||||||||||||||
Subsequent Event [Member] | Letter Agreement [Member] | Toledo Advisors, LLC [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 119,296 | ||||||||||||||||||||
Debt, conversion of shares | 6,107,026 | ||||||||||||||||||||
Debt, conversion price per share | $ 0.02 | ||||||||||||||||||||
Debt, accrued interest | $ 2,845 | ||||||||||||||||||||
Subsequent Event [Member] | Loan Conversion Agreement [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 350,000 | ||||||||||||||||||||
Debt, conversion of shares | 8,750,000 | ||||||||||||||||||||
Debt, conversion price per share | $ 0.04 | ||||||||||||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | |||||||||||||||||||||
Equity ownership percentage, description | Todos Medical USA entered into the Amended and Restated Collaboration Agreement with Emerald, pursuant to which Todos became the owner of 100% of the equity of the Joint Venture (Corona Diagnostics, LLC) and agreed to integrate its COVID-19 tests with Emerald's telemedicine (Carie Health, Inc.) and independent pharmacy business Bonsa Health, Inc. to create a full solution to help facilitate the screening and diagnosis of individuals potentially to identify each indiciation's COVID-19 Polymerase Chain Reaction (PCR) and/or antibody testing status to facilitate return to work programs in the United States. | ||||||||||||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | Emerald Organic Products, Inc [Member] | |||||||||||||||||||||
Equity ownership percentage, description | Todos Medical USA entered into Joint Venture Agreement (the "Agreement") with Emerald Organic Products, Inc., a Nevada corporation ("Emerald"), for the formation of Emerald Viral Diagnostics Joint Venture, Inc. (the "Joint Venture") in order to manage, operate and distribute viral testing currently controlled by Todos Medical USA. It was agreed inter alia that (1) Todos Medical USA will contribute diagnostic testing under its control that will be useful in detecting Coronavirus / COVID-19 ("Viral Testing"). Todos Medical USA will contribute the expertise and know-how to the Joint Venture necessary to validate the products for distribution; (2) Emerald will contribute capital for validation as per the budget as described in the Agreement and be responsible for developing and implementing the necessary financial structures for the distribution of the Viral Testing; (3) interest in the Joint Venture shall be 51% owned and controlled by Emerald and 49% owned and controlled by Todos Medical USA; (4) Emerald shall be entitled to receive priority distributions from the Joint Venture up to the amount of any cash capital contributions made by Emerald; (5) the Board of Managers will initially consist of three board members: Two members shall be appointed by Emerald and one member shall be appointed by Todos Medical USA; (6) the Joint Venture shall commence the date hereof and shall continue until the earlier of (i) 25 years or (ii) mutual agreement of Todos Medical USA and Emerald to dissolve. | ||||||||||||||||||||
Subsequent Event [Member] | Service Agreements [Member] | Dawson James Securities [Member] | |||||||||||||||||||||
Agreement, description | In consideration for the services to be rendered by Dawson, the Company will pay to Dawson a placement agent fee of 8% of the gross proceeds received in the Offering; provided that such fee will be reduced to 7% for investors introduced to Dawson by the Company. As additional compensation for Dawson's services, the Company shall issue to Dawson or its designees at the closing of the offering ("Closing") warrants (the "Placement Agent's Warrants") to purchase that number of Securities equal to 5% of the aggregate number of securities sold in the offering. The Placement Agent's Warrants will be exercisable at any time and from time to time, in whole or in part, during the five-year period commencing six months from the closing of the offering, at a price per share equal to 125% of the price per Security issued in the offering. The Placement Agent's Warrant will provide for a cashless exercise provision, registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations). | ||||||||||||||||||||
Placement agent fee, percentage | 8.00% | ||||||||||||||||||||
Subsequent Event [Member] | Service Agreements [Member] | Orion Capital Advisors, LLC [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Stock issued during the period, shares | 2,500,000 | ||||||||||||||||||||
Subsequent Event [Member] | Service Agreements [Member] | AS Iber Israel Ltd [Member] | |||||||||||||||||||||
Debt exchange financing, description | Success fee equal in amount to 10% plus VAT of the total value of the benefit, monetary or otherwise derived by the Company shall be earned in connection with any other activities as defined in the Agreement, plus 10% in share at the same value as the investment. B. Success fee equal in amount to 7% plus VAT of the total of any success fee earned in connection with any pre and/or post IPO and/or M&A activity whether directly arranged by AS Iber Israel and/or by any registered dealer introduced to the Company by AS Iber Israel who will be entitled to earn this fee in connection with any transaction that is either completed and/or initiated by the registered dealer for a period of 24 months after the initial introduction. | ||||||||||||||||||||
Subsequent Event [Member] | Service Agreements [Member] | 3D Biomedicine Science and Technology Co. Limited [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Number of ordinary shares issued, value | $ 250,000 |