Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Registrant Name | Todos Medical Ltd. |
Entity Central Index Key | 0001645260 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 121 Derech Menachem Begin |
Entity Address, Address Line Two | 30th Floor |
Entity Address, City or Town | Tel Aviv |
Entity Address, Postal Zip Code | 6701203 |
City Area Code | 972 (52) |
Local Phone Number | 642-0126 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 166 | $ 935 | $ 12 |
Restricted cash | 5 | ||
Trade receivables | 2,072 | 378 | |
Inventories | 1,904 | 536 | |
Other current assets | 129 | 601 | 9 |
Total current assets | 4,271 | 2,450 | 26 |
Non-current assets: | |||
Investment in affiliated companies accounted for under equity method | 745 | ||
Investment in other company | 495 | 224 | |
Property and equipment, net | 2,591 | 1,999 | 65 |
Right of use asset arising from operating lease | 182 | ||
Prepaid expenses | 361 | 591 | |
Goodwill | 7,761 | ||
Intangible assets | 1,500 | ||
Total non-current assets | 12,890 | 3,559 | 65 |
Total assets | 17,161 | 6,009 | 91 |
Current liabilities: | |||
Receivables financing facility, net | 1,306 | ||
Loans | 3,205 | 1,672 | 113 |
Accounts payable | 1,169 | 1,640 | 415 |
Deferred revenues | 13 | 844 | |
Other current liabilities | 3,450 | 2,316 | 800 |
Liability for minimum royalties | 355 | 291 | 235 |
Total current liabilities | 8,192 | 8,069 | 1,563 |
Non-current liabilities: | |||
Loans from shareholders | 310 | ||
Convertible bridge loans, net | 17,017 | 5,965 | 3,427 |
Derivative warrants liability, net | 2 | 301 | 752 |
Fair value of bifurcated convertible feature of convertible bridge loans | 1,873 | 2,500 | |
Operating lease liability | 86 | ||
Deferred taxes | 315 | ||
Liability for minimum royalties | 175 | 185 | 188 |
Other non-current liabilities | 100 | ||
Total non-current liabilities | 19,468 | 8,951 | 4,777 |
Shareholders’ deficit: | |||
Common stock value | 2,593 | 1,059 | 280 |
Additional paid-in capital | 58,735 | 35,211 | 10,979 |
Accumulated deficit | (71,827) | (47,281) | (17,508) |
Total shareholders’ deficit | (10,499) | (11,011) | (6,249) |
Total liabilities and shareholders’ deficit | $ 17,161 | $ 6,009 | $ 91 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Ordinary shares, shares authorized | 5,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, shares issued | 874,813,050 | 376,335,802 | 103,573,795 |
Ordinary shares, shares outstanding | 874,813,050 | 376,335,802 | 103,573,795 |
NIS [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Ordinary shares, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenues | $ 1,010 | $ 1,284 | $ 7,773 | $ 1,316 | $ 5,207 | |
Cost of revenues | (1,043) | (883) | (5,191) | (894) | (3,818) | |
Gross profit (loss) | (33) | 401 | 2,582 | 422 | 1,389 | |
Research and development expenses | (166) | (9,086) | (685) | (9,655) | (9,863) | (756) |
Sales and marketing expenses | (429) | (757) | (2,387) | (2,187) | (3,058) | (667) |
General and administrative expenses | (1,869) | (804) | (5,198) | (1,729) | (2,729) | (2,093) |
Operating loss | (2,497) | (10,246) | (5,688) | (13,149) | (14,261) | (3,516) |
Financing expenses, net | (6,875) | (7,055) | (17,360) | (11,375) | (14,312) | 5,333 |
Share in losses of affiliated companies accounted for under equity method, net | (1,007) | (734) | (1,499) | (734) | (1,200) | (2,966) |
Net loss | $ (10,379) | $ (18,035) | $ (24,547) | $ (25,258) | $ (29,773) | $ (11,815) |
Basic and diluted net loss per share | $ (0.01) | $ (0.07) | $ (0.04) | $ (0.12) | $ (0.11) | $ (0.13) |
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders used in computation of basic and diluted net loss per share | 736,939,641 | 257,276,039 | 637,916,356 | 210,806,186 | 259,176,541 | 92,024,188 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 191,000 | $ 4,287,000 | $ (5,694,000) | $ (1,216,000) |
Beginning balance, shares at Dec. 31, 2018 | 72,399,932 | |||
Issuance of ordinary shares as consideration for unit consisting of investment in affiliated company and right to obtain control over affiliated company (Note 4A1) | $ 51,000 | 2,467,000 | 2,518,000 | |
Issuance of ordinary shares as consideration for unit consisting of investment in affiliated company and right to obtain control over affiliated company , shares | 17,986,999 | |||
Issuance of unit consisting of ordinary shares and stock warrants upon partial extinguishment of loans from shareholders (Note 10A) | $ 10,000 | 1,763,000 | 1,773,000 | |
Issuance of unit consisting of ordinary shares and stock warrants upon partial extinguishment of loans from shareholders, shares | 3,500,000 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 5,000 | 330,000 | 335,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 1,811,864 | |||
Classification of derivative warrants liability into equity as result of partial conversion of convertible bridge loans into ordinary shares | 60,000 | 60,000 | ||
Commitment for issuance of fixed number of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions (Note 11) | 162,000 | 162,000 | ||
Issuance of stock warrants to lenders upon convertible bridge loans transactions (Note 11) | 291,000 | 291,000 | ||
Beneficial conversion feature upon modification of terms of convertible bridge loans (Note 8) | 80,000 | 80,000 | ||
Commitment for issuance of fixed number of ordinary shares to service providers (Notes 14A3B, 14A8, 14A11, 14A12, 14A14, 14A15 and 14A16) | 231,000 | 231,000 | ||
Issuance of ordinary shares upon private placement transactions (Note 15B4) | $ 9,000 | 286,000 | 295,000 | |
Issuance of ordinary shares upon private placement transactions, shares | 2,950,000 | |||
Issuance of ordinary shares to the Company’s chairman of the Board of Directors (Note 15B5) | $ 1,000 | 59,000 | 60,000 | |
Issuance of ordinary shares to the Company's chairman of the Board of Directors, shares | 300,000 | |||
Issuance of ordinary shares as partial settlement of financial liability, shares | 125,000 | |||
Issuance of ordinary shares as partial settlement of financial liability | 12,000 | 12,000 | ||
Issuance of ordinary shares to service providers | $ 13,000 | 742,000 | 755,000 | |
Issuance of ordinary shares to service providers, shares | 4,500,000 | |||
Stock-based compensation to employees and directors | 208,000 | 208,000 | ||
Net income (loss) | (11,815,000) | (11,815,000) | ||
Ending balance, value at Dec. 31, 2019 | $ 280,000 | 10,979,000 | (17,508,000) | (6,249,000) |
Ending balance, shares at Dec. 31, 2019 | 103,573,795 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 78,000 | 1,508,000 | 1,586,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 27,336,061 | |||
Classification of derivative warrants liability into equity as result of partial conversion of convertible bridge loans into ordinary shares | 333,000 | 333,000 | ||
Issuance of ordinary shares to service providers | $ 17,000 | 815,000 | 832,000 | |
Issuance of ordinary shares to service providers, shares | 5,718,588 | |||
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions | $ 1,000 | 376,000 | 377,000 | |
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions, shares | 350,000 | |||
Issuance of ordinary shares for call option to acquire potential acquire, shares | 17,091,096 | |||
Issuance of ordinary shares for call option to acquire potential acquiree | $ 49,000 | 951,000 | 1,000,000 | |
Commitment to issue units consisting of ordinary shares and stock warrants | 30,000 | 30,000 | ||
Issuance of stock warrants as part of convertible bridge loan received | 466,000 | 466,000 | ||
Net income (loss) | (4,638,000) | (4,638,000) | ||
Ending balance, value at Mar. 31, 2020 | $ 425,000 | 15,458,000 | (22,146,000) | (6,263,000) |
Ending balance, shares at Mar. 31, 2020 | 154,069,540 | |||
Beginning balance, value at Dec. 31, 2019 | $ 280,000 | 10,979,000 | (17,508,000) | (6,249,000) |
Beginning balance, shares at Dec. 31, 2019 | 103,573,795 | |||
Net income (loss) | (25,258,000) | |||
Ending balance, value at Sep. 30, 2020 | $ 948,000 | 33,451,000 | (42,766,000) | (8,367,000) |
Ending balance, shares at Sep. 30, 2020 | 336,183,357 | |||
Beginning balance, value at Dec. 31, 2019 | $ 280,000 | 10,979,000 | (17,508,000) | (6,249,000) |
Beginning balance, shares at Dec. 31, 2019 | 103,573,795 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 185,000 | 4,492,000 | 4,677,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 64,630,113 | |||
Classification of derivative warrants liability into equity as result of partial conversion of convertible bridge loans into ordinary shares | 651,000 | 651,000 | ||
Commitment for issuance of fixed number of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions (Note 11) | ||||
Commitment for issuance of fixed number of ordinary shares to service providers (Notes 14A3B, 14A8, 14A11, 14A12, 14A14, 14A15 and 14A16) | 1,272 | 1,272 | ||
Issuance of ordinary shares as partial settlement of financial liability, shares | 14,550,000 | |||
Issuance of ordinary shares as partial settlement of financial liability | $ 42,000 | 975,000 | 1,017,000 | |
Issuance of ordinary shares to service providers | $ 40,000 | 620,000 | 660,000 | |
Issuance of ordinary shares to service providers, shares | 11,864,001 | |||
Issuance of ordinary shares as consideration to obtain control over affiliated company (Note 4A3) | $ 193,000 | $ 5,891,000 | $ 6,084,000 | |
Issuance of ordinary shares as consideration to obtain control over affiliated company, shares | 67,599,796 | |||
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions, shares | 5,000 | 562,000 | 567,000 | |
Issuance of ordinary shares as commitment shares in exchange for equity line granted | $ 16 | $ 466 | $ 482 | |
Issuance of ordinary shares as commitment shares in exchange for equity line granted, shares | 5,812,500 | |||
Issuance of ordinary shares and stock warrants to lenders upon convertible bridge loans transactions (Note 11) | $ 27,000 | 1,192,000 | 1,219,000 | |
Issuance of ordinary shares and stock warrants to lenders upon convertible bridge loans transactions, shares | 9,333,333 | |||
Issuance of ordinary shares as commitment shares in exchange for receivables financing facility | $ 10,000 | 305,000 | 315,000 | |
Issuance of ordinary shares as commitment shares in exchange for receivables financing facility, shares | 3,500,000 | |||
Exercise of warrants into ordinary shares on net shares settlement (Note 15B15) | $ 1,000 | (1,000) | ||
Exercise of warrants into ordinary shares on net shares settlement, shares | 475,411 | |||
Issuance of ordinary shares through equity line | $ 93,000 | $ 2,246,000 | $ 2,339,000 | |
Issuance of ordinary shares through equity line, shares | 32,747,579 | |||
Issuance of units consisting of ordinary shares (or fixed number of shares to be issued) and warrants (Note 15B9) | 3,000 | 27,000 | 30,000 | |
Amount related to fixed number of ordinary shares to be issued as contingent consideration | $ 1,050,000 | $ 1,050,000 | ||
Commitment for issuance of fixed number of ordinary shares to officers and directors (Notes 16B and 16C) | 624,000 | 624,000 | ||
Issuance of ordinary shares for call options to acquire potential acquiree (Note 14C7) | $ 139,000 | 2,861,000 | 3,000,000 | |
Issuance of ordinary shares for call option to acquire potential acquire, shares | 48,708,185 | |||
Issuance of ordinary shares upon establishment of entities accounted for under equity method (Notes 4B and 4C) | $ 25,000 | 943,000 | 968,000 | |
Issuance of ordinary shares upon establishment of entities accounted for under equity method, shares | 10,852,674 | |||
Stock-based compensation to employees and directors | 56,000 | 56,000 | ||
Net income (loss) | (29,773,000) | (29,773,000) | ||
Ending balance, value at Dec. 31, 2020 | $ 1,059,000 | 35,211,000 | (47,281,000) | (11,011,000) |
Ending balance, shares at Dec. 31, 2020 | 376,335,802 | |||
Beginning balance, value at Mar. 31, 2020 | $ 425,000 | 15,458,000 | (22,146,000) | (6,263,000) |
Beginning balance, shares at Mar. 31, 2020 | 154,069,540 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 36,000 | 866,000 | 902,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 13,015,711 | |||
Classification of derivative warrants liability into equity as result of partial conversion of convertible bridge loans into ordinary shares | 193,000 | 193,000 | ||
Issuance of ordinary shares as partial settlement of financial liability, shares | 13,750,000 | |||
Issuance of ordinary shares as partial settlement of financial liability | $ 39,000 | 910,000 | 949,000 | |
Issuance of ordinary shares to service providers | $ 21,000 | 966,000 | 987,000 | |
Issuance of ordinary shares to service providers, shares | 7,309,915 | |||
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions | $ 2,000 | 39,000 | 41,000 | |
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions, shares | 720,000 | |||
Issuance of ordinary shares for call option to acquire potential acquire, shares | 13,008,976 | |||
Issuance of ordinary shares for call option to acquire potential acquiree | $ 37,000 | 963,000 | 1,000,000 | |
Issuance of stock warrants as part of convertible bridge loan received | 126,000 | 126,000 | ||
Net income (loss) | (2,585,000) | (2,585,000) | ||
Ending balance, value at Jun. 30, 2020 | $ 560,000 | 19,521,000 | (24,731,000) | (4,650,000) |
Ending balance, shares at Jun. 30, 2020 | 201,874,142 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 41,000 | 1,413,000 | 1,454,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 14,017,973 | |||
Classification of derivative warrants liability into equity as result of partial conversion of convertible bridge loans into ordinary shares | 70,000 | 70,000 | ||
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions | $ 27,000 | 1,191,000 | 1,218,000 | |
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions, shares | 9,333,333 | |||
Issuance of ordinary shares as commitment shares in exchange for equity line granted | $ 17,000 | 465,000 | 482,000 | |
Issuance of ordinary shares as commitment shares in exchange for equity line granted, shares | 5,812,500 | |||
Issuance of ordinary shares as commitment shares in exchange for receivables financing facility | $ 10,000 | 305,000 | 315,000 | |
Issuance of ordinary shares as commitment shares in exchange for receivables financing facility, shares | 3,500,000 | |||
Issuance of ordinary shares through equity line | $ 43,000 | 1,253,000 | 1,296,000 | |
Issuance of ordinary shares through equity line, shares | 14,437,500 | |||
Amount related to fixed number of ordinary shares to be issued as contingent consideration | 1,300,000 | 1,300,000 | ||
Issuance of ordinary shares for call option to acquire potential acquire, shares | 18,608,113 | |||
Stock-based compensation to employees and directors | 460,000 | 460,000 | ||
Issuance of ordinary shares for call option to acquire potential acquiree | 54,000 | 946,000 | 1,000,000 | |
Issuance of stock warrants as part of convertible bridge loan received | 582,000 | 582,000 | ||
Issuance of ordinary shares as consideration to obtain control over affiliated company | $ 193,000 | 5,891,000 | 6,084,000 | |
Issuance of ordinary shares as consideration to obtain control over affiliated company, shares | 67,599,796 | |||
Issuance of units consisting of ordinary shares (or fixed number of shares to be issued) and warrants | $ 3,000 | (3,000) | ||
Issuance of units consisting of ordinary shares (or fixed number of shares to be issued) and warrants, shares | 1,000,000 | |||
Stock-based compensation to service providers | 57,000 | 57,000 | ||
Net income (loss) | (18,035,000) | (18,035,000) | ||
Ending balance, value at Sep. 30, 2020 | $ 948,000 | 33,451,000 | (42,766,000) | (8,367,000) |
Ending balance, shares at Sep. 30, 2020 | 336,183,357 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1,059,000 | 35,211,000 | (47,281,000) | (11,011,000) |
Beginning balance, shares at Dec. 31, 2020 | 376,335,802 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 409,000 | 6,461,000 | 6,870,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 134,358,817 | |||
Stock-based compensation to employees and directors | 169,000 | 169,000 | ||
Issuance of ordinary shares as settlement of previous commitments | $ 8,000 | (8,000) | ||
Issuance of ordinary shares as settlement of previous commitments, shares | 2,500,000 | |||
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction | $ 6,000 | 82,000 | 88,000 | |
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction, shares | 2,000,000 | |||
Issuance of stock warrants as part of convertible bridge loan received | 792,000 | 792,000 | ||
Issuance of ordinary shares in exchange for equity line received | $ 16,000 | 239,000 | 255,000 | |
Issuance of ordinary shares in exchange for equity line received, shares | 5,229,809 | |||
Issuance of ordinary shares as collateral for loan repayment | $ 61,000 | 809,000 | 870,000 | |
Issuance of ordinary shares as collateral for loan repayment, shares | 20,000,000 | |||
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers | $ 36,000 | 30,000 | 66,000 | |
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers, shares | 11,921,053 | |||
Net income (loss) | (17,557,000) | (17,557,000) | ||
Ending balance, value at Mar. 31, 2021 | $ 1,595,000 | 43,785,000 | (64,838,000) | (19,458,000) |
Ending balance, shares at Mar. 31, 2021 | 552,345,481 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1,059,000 | 35,211,000 | (47,281,000) | (11,011,000) |
Beginning balance, shares at Dec. 31, 2020 | 376,335,802 | |||
Net income (loss) | (24,547,000) | |||
Ending balance, value at Sep. 30, 2021 | $ 2,593,000 | 58,735,000 | (71,827,000) | (10,499,000) |
Ending balance, shares at Sep. 30, 2021 | 874,813,050 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1,595,000 | 43,785,000 | (64,838,000) | (19,458,000) |
Beginning balance, shares at Mar. 31, 2021 | 552,345,481 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 170,000 | 1,606,000 | 1,776,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 55,415,011 | |||
Stock-based compensation to employees and directors | 143,000 | 143,000 | ||
Issuance of stock warrants as part of convertible bridge loan received | 3,430,000 | 3,430,000 | ||
Commitment to issue shares in acquisition of subsidiary | 1,699,000 | 1,699,000 | ||
Stock-based compensation to service providers | 21,000 | 21,000 | ||
Net income (loss) | 3,390,000 | 3,390,000 | ||
Ending balance, value at Jun. 30, 2021 | $ 1,765,000 | 50,684,000 | (61,448,000) | (8,999,000) |
Ending balance, shares at Jun. 30, 2021 | 607,760,492 | |||
Partial conversion of convertible bridge loans into ordinary shares | $ 739,000 | 7,179,000 | 7,918,000 | |
Partial conversion of convertible bridge loans into ordinary shares, shares | 238,190,489 | |||
Stock-based compensation to employees and directors | 148,000 | 148,000 | ||
Issuance of stock warrants as part of convertible bridge loan received | 728,000 | 728,000 | ||
Stock-based compensation to service providers | $ 9,000 | 76,000 | 85,000 | |
Stock-based compensation to service providers, shares | 3,000,000 | |||
Issuance of shares in acquisition of subsidiary | $ 80,000 | (80,000) | ||
Issuance of shares in acquisition of subsidiary, shares | 25,862,069 | |||
Net income (loss) | (10,379,000) | (10,379,000) | ||
Ending balance, value at Sep. 30, 2021 | $ 2,593,000 | $ 58,735,000 | $ (71,827,000) | $ (10,499,000) |
Ending balance, shares at Sep. 30, 2021 | 874,813,050 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||||||||
Net loss | $ (10,379,000) | $ (17,557,000) | $ (18,035,000) | $ (4,638,000) | $ (24,547,000) | $ (25,258,000) | $ (29,773,000) | $ (11,815,000) | ||
Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||||
Depreciation | 556,000 | 38,000 | 96,000 | 30,000 | ||||||
Liability for minimum royalties | 53,000 | 29,000 | 53,000 | 50,000 | ||||||
Interest and royalty expenses related to receivables financing facility (Note 7) | 1,006,000 | |||||||||
Stock-based compensation | 633,000 | 2,334,000 | 2,612,000 | 1,254,000 | ||||||
Impairment of investment in affiliated company | 2,823,000 | 2,718,000 | 1,345,000 | |||||||
Revaluation of investment in affiliated company to fair value | (1,623,000) | (1,623,000) | ||||||||
IPR&D acquired as part of asset acquisition (Note 4A3) | 8,157,000 | |||||||||
Expiration of call options to acquire potential acquiree | 1,000,000 | 3,000,000 | 3,000,000 | |||||||
Impairment of intangible IPR&D, net of taxes | 8,157,000 | |||||||||
Share in losses of affiliated company | 1,499,000 | 105,000 | 448,000 | |||||||
Modification of terms relating to straight loan transaction | 88,000 | |||||||||
Modification of terms relating to convertible bridge loans transactions | (3,495,000) | |||||||||
Expiration of right to obtain control over affiliated company (Note 4A) | 1,173,000 | |||||||||
Modification of terms relating to loans from shareholders (Note 10) | 1,423,000 | |||||||||
Modification of convertible bridge loans transactions (Note 11) | (3,375,000) | |||||||||
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions | 415,000 | 55,000 | ||||||||
Exchange differences relating to loans from shareholders | 40,000 | 40,000 | 48,000 | |||||||
Change in fair value of convertible bridge loans (Note 11) | 8,973,000 | 2,322,000 | $ 8,973,000 | $ 2,322,000 | ||||||
Amortization of discounts and accrued interest on convertible bridge loans | 18,080,000 | 8,393,000 | 1,655,000 | |||||||
Amortization of discounts and accrued interest on straight loans | 2,290,000 | 1,170,000 | 959,000 | |||||||
Direct and incremental issuance costs allocated to First Warrant related to convertible bridge loans transactions paid with Warrants (Note 11) | 11,000 | |||||||||
Issuance of shares as a settlement in excess of the carrying amount of financial liabilities | 499,000 | 487,000 | ||||||||
Change in fair value of derivative warrants liability and fair value of warrants expired | (299,000) | 927,000 | 500,000 | |||||||
Change in fair value of liability related to conversion feature of convertible bridge loans | (3,777,000) | (568,000) | ||||||||
Increase in trade receivables | (1,629,000) | (206,000) | 537,000 | |||||||
Increase in inventories | (806,000) | (440,000) | (378,000) | |||||||
Decrease (increase) in other current assets | 704,000 | 48,000 | (385,000) | 24,000 | ||||||
Increase (decrease) in accounts payables | (961,000) | 203,000 | 1,405,000 | 364,000 | ||||||
Decrease in deferred revenues | (857,000) | 844,000 | ||||||||
Increase (decrease) in other current liabilities | (326,000) | 1,371,000 | 778,000 | 567,000 | ||||||
Net cash used in operating activities | (9,299,000) | (3,672,000) | (2,558,000) | (1,276,000) | ||||||
Cash flows from investing activities: | ||||||||||
Loans granted to affiliated company (Note 4A2) | (448,000) | |||||||||
Purchase of property and equipment | (965,000) | (346,000) | (2,030,000) | (1,000) | ||||||
Restricted cash | 5,000 | |||||||||
Cash used in purchased of subsidiary consolidated for the first time | (1,176,000) | |||||||||
Purchase of intangible IPR&D | (450,000) | (450,000) | ||||||||
Investment in affiliated companies (Note 4B) | (911,000) | |||||||||
Investment in other companies | (1,024,000) | (560,000) | (225,000) | |||||||
Net cash used in investing activities | (3,165,000) | (1,351,000) | (3,616,000) | (449,000) | ||||||
Cash flows from financing activities: | ||||||||||
Proceeds from straight loans, net | 2,496,000 | 812,000 | 2,617,000 | |||||||
Repayment of Receivables financing facility | (1,249,000) | (2,317,000) | ||||||||
Repayment of straight loans | (1,329,000) | |||||||||
Repayment of convertible bridge loans | (2,165,000) | |||||||||
Proceeds from issuance of units consisting of straight loans and stock warrants (Note 8) | 2,035,000 | 1,374,000 | ||||||||
Proceeds from issuance of units consisting of convertible bridge loans, stock warrants and shares, net | 13,687,000 | 3,087,000 | 2,390,000 | |||||||
Proceeds from issuance of units consisting of ordinary shares and stock warrants | 30,000 | 30,000 | 295,000 | |||||||
Proceeds from issuance of ordinary shares through equity line | 255,000 | 1,296,000 | 2,339,000 | |||||||
Net cash provided by financing activities | 11,695,000 | 5,225,000 | 7,092,000 | 1,669,000 | ||||||
Change in cash, cash equivalents | (769,000) | 202,000 | 918,000 | (56,000) | ||||||
Cash, cash equivalents at beginning of period | 935,000 | 17,000 | 935,000 | 17,000 | 17,000 | |||||
Cash, cash equivalents at end of period | $ 166,000 | $ 219,000 | 166,000 | 219,000 | 935,000 | 17,000 | 935,000 | 17,000 | ||
Cash, cash equivalents and restricted cash at beginning of year | $ 935,000 | $ 17,000 | 935,000 | 17,000 | 17,000 | 73,000 | 73,000 | |||
Cash, cash equivalents and restricted cash at end of year | 935,000 | 17,000 | $ 935,000 | $ 17,000 | ||||||
Supplemental disclosure of non-cash activities: | ||||||||||
Issuance of warrants as part of bridge loan transactions | 4,157,000 | 948,000 | ||||||||
Issuance of ordinary shares as consideration for unit consisting of investment in affiliated company and right to obtain control over affiliated company (Note 4A) | 2,518,000 | |||||||||
Issuance of stock warrants as part of convertible bridge loan received | (870,000) | |||||||||
Conversion of loans from shareholders into ordinary shares and stock warrant (Note 10) | 350,000 | 350,000 | ||||||||
Partial conversion of convertible bridge loans and liability related to conversion feature of convertible bridge loans into ordinary shares | (16,493,000) | (3,943,000) | 4,677,000 | 336,000 | ||||||
Fair value of derivative warrants liability and convertible bridge loans classified into equity in connection with convertible bridge loans converted (Note 12) | 651,000 | 60,000 | ||||||||
Direct and incremental issuance costs related to convertible bridge loans transactions paid in Warrants (Note 11) | 68,000 | |||||||||
Commitment for issuance of fixed number of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions (Note 11) | 162,000 | |||||||||
Beneficial conversion feature upon modification of terms of convertible bridge loans (Note 11) | 80,000 | |||||||||
Issuance of ordinary shares as partial settlement of financial liability (Notes 15B10, 15B11 and 15B12) | 530,000 | 13,000 | ||||||||
Issuance of shares upon acquisition of an IPR&D | 6,084,000 | 6,084,000 | ||||||||
Issuance of shares for receiving an equity line | (315,000) | |||||||||
Issuance of shares or commitment to issue fixed number of shares for receiving convertible bridge loans | 482,000 | |||||||||
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction | 792,000 | |||||||||
Issuance of shares as settlement of financial liabilities | (450,000) | |||||||||
Classification of warrants from liability into equity upon partial conversion of convertible bridge loans into ordinary shares | (595,000) | |||||||||
Conversion of loan from shareholder into ordinary shares | 40,000 | |||||||||
Issuance of ordinary shares as commitment shares in exchange for receivables financing facility granted (Note 7) | 315,000 | |||||||||
Issuance of ordinary shares as commitment shares in exchange for equity line granted (Note 15B14) | 482,000 | |||||||||
Investment in affiliated company by issuance shares and commitment for issued shares as contingent consideration and commitment for funding | $ (2,615,000) | 2,657,000 | ||||||||
Issuance of ordinary shares and stock warrants in exchange for convertible bridge loans granted (Note 11) | 1,219,000 | |||||||||
Cash used in purchased of subsidiary consolidated for the first time: | ||||||||||
Working capital (excluding cash and cash equivalents) | (18,000) | (18,000) | ||||||||
Fixed assets | 183,000 | 183,000 | ||||||||
Long term assets | 3,000 | 3,000 | ||||||||
Net assets acquired | 168,000 | 168,000 | ||||||||
Goodwill acquired | 7,761,000 | 7,761,000 | ||||||||
Intangible assets acquired | 1,500,000 | 1,500,000 | ||||||||
Second cash installment payable | (1,250,000) | (1,250,000) | ||||||||
Consideration in convertible promissory note | (4,989,000) | (4,989,000) | ||||||||
Consideration in Shares | (1,699,000) | (1,699,000) | ||||||||
Deferred tax liability | (315,000) | (315,000) | ||||||||
Net cash used in purchase of subsidiary consolidated for the first time | $ 1,176,000 | $ 1,176,000 |
GENERAL
GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | NOTE 1 - GENERAL A. Operations Todos Medical Ltd. (the “Company” or “Todos”) was incorporated under the laws of the State of Israel and commenced its operations on April 22, 2010. The Company engineers life-saving diagnostic solutions for the early detection of a variety of cancers. The Company’s patented Todos Biochemical Infrared Analyses (TBIA) is a proprietary cancer-screening technology using peripheral blood analysis that deploys deep examination into cancer’s influence on the immune system, looking for biochemical changes in blood mononuclear cells and plasma. Todos’ two internally developed cancer-screening tests, TMB-1 and TMB-2, have received a CE mark in Europe. Todos is also developing blood tests for the early detection of neurodegenerative disorders, such as Alzheimer’s disease. The Lymphocyte Proliferation Test (LymPro Test™) is a diagnostic blood test that determines the ability of peripheral blood lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic stimulation that induces them to enter the cell cycle. LymPro is unique in the use of peripheral blood lymphocytes as a surrogate for neuronal cell function, suggesting a common relationship between PBLs and neurons in the brain. Additionally, commencing 2020, the Company through its U.S. subsidiary (Corona Diagnostics, LLC) has entered into several distribution agreements with other companies to distribute certain novel coronavirus (COVID-19) test kits. The agreements cover multiple international suppliers of PCR testing kits and related materials and supplies, as well as antibody testing kits from multiple third-party manufacturers after completing validation of said testing kits and supplies in certified laboratory in the United States. Additionally, upon completion of the Share Purchase Agreement for the purchase of Provista Diagnostics, Inc. (see B below), the Company, through Provista Diagnostics, Inc. provide diagnostic testing laboratory currently performing COVID-19 PCR testing, primarily for the medical and entertainment industries. In December 2020, the Company announced the commercial launch of its proprietary 3CL protease inhibitor dietary supplement Tollovid™. Tollovid, a mix of botanical extracts, is being targeted to support healthy immune function against circulating coronaviruses. Tollovid was granted a Certificate of Free Sale by the US Food and Drug Administration (FDA) in August 2020, allowing its commercial sale anywhere in the United States. In May 2021, the FDA granted the Company a new Certificate of Free Sale for a second dosing regimen for Tollovid™ as a dietary supplement, under which the Company is authorized to market Tollovid with a dosing regimen of 60 pills over a five-day period, equivalent to 12 pills per day. For the period of nine months ended September 30, 2021, all of the revenue resulted from sales of COVID-19 related products and testing kits. Through September 30, 2021, the Company has not yet generated any revenue from its developed cancer-screening tests TMB-1 and TMB-2, LymPro Test™ , or its dietary supplement, Tollovid™. B. Share Purchase Agreement On April 19, 2021, the Company entered into a Share Purchase Agreement (“SPA”) with Strategic Investment Holdings, LLC, Ascenda BioSciences LLC (“SIH”, “Ascenda” and together referring as “Sellers”, respectively) and Provista Diagnostics, Inc. (“Provista”). Ascenda was the sole owner of the outstanding securities of Provista and SIH is the sole owner of all the outstanding securities of Ascenda. Provista is a medical diagnostics company based in Alpharetta, Georgia that owns the intellectual property rights to the proprietary breast cancer blood test, Videssa®, and has a diagnostic testing laboratory currently performing COVID-19 PCR testing, primarily for the medical and entertainment industries. Subject to the terms and conditions of the SPA, the Company shall purchase from the Sellers 3,599 1,581 100 7,500 1. On or before April 19, 2021, (the “First Closing Date”), the Company shall deliver to Sellers a non-refundable deposit of $ 1,250 2. On or before the First Closing Date, the Company shall deliver to Sellers or Sellers’ designees such number of non-refundable shares of its ordinary stock, par value NIS 0.01 , (the “Todos Deposit Shares”) with a fair market value of $ 1,500 , as defined in the SPA. 25,862,069 3. On or before July 1, 2021 (the “Second Closing Date”), the Company shall deliver to the Sellers a second payment of $ 1,250 (the “Second Cash Payment”). The second payment was made during July 2021. 4. The Company shall have the option of extending the payment of the Second Cash Payment until July 15, 2021, by paying the Sellers an additional amount of $ 250 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 1 - GENERAL (Cont.) 5. On or before the Second Closing Date, the Company shall deliver to Sellers or their designees the Convertible Note in the principal amount of $ 3,500 October 20, 2021 through April 8, 2025 0.05 20 In the event the Sellers deliver a conversion notice to the Company at a per share price less than $ 0.05 0.05 1,170 0.05 0.05 In the event that the Company uplists its shares of common stock to a national securities exchange, the Note shall automatically be exchanged into preferred stock (the “Series B Preferred Stock”) with a conversion price equal to the lesser of (i) $ 0.05 If, at any time while this Note is outstanding, (i) the Company effects a Fundamental Transaction, , as defined in the SPA, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of common stock (the “Alternate Consideration”). 6. The Company’s obligation to deliver the Second Cash Payment and the Convertible Note to the Seller at the Second Closing shall be secured by the Provista Shares to be held and released in accordance with the Escrow Agreement and all of Provista’ s assets (the “Assets”) pursuant to the terms of the Security Agreement. 7. At the First Closing, the Sellers shall hold full right, title, and interest in and to the Cash Deposit, and the Todos Deposit Shares paid to the Sellers or their designees and/or assignees on the First Closing Date free and clear of all rights, liens and encumbrances, without limitation. Additionally, should the Company fail to deliver the Second Cash Payment and/or the Convertible Note by the Second Closing Date, the Escrow Agent shall return the Provista Shares to the Sellers, and the Sellers shall become the sole owners. The Company further agrees and understands that in the event that the Company fails to deliver the Second Cash Payment and/or the Convertible Note to the Sellers at the Second Closing, the Cash Deposit and the Todos Deposit Shares shall be the property of the Sellers, and the Sellers shall retain and hold full right, title, and interest in and be the sole owners of the Cash Deposit, the Todos Deposit Shares and 100 The consummation of the transactions contemplated by the SPA have been taken place as of April 19, 2021. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 1 - GENERAL (Cont.) C. Purchase price allocation 1. Non-refundable shares of its ordinary stock - As agreed in the SPA, the Company committed to issue non-refundable 29,296,875 0.01 1,699 2. The fair value of the convertible note was estimated by third party appraiser as weighted average of the two possible scenarios of the total loan amount conversion as of April 19, 2021, 90% probability for the Mandatory Conversion and 10% probability for the Optional / Maturity Conversion The Optional / Maturity Conversion (scenario 1) was estimated by the appraiser using the Monte Carlo Simulation Model based on the following parameters: SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION April 19, 2021 Risk-free interest rate 0.54 % Expected term (years) 3.94 Volatility 164.02 % Share price 0.058 Conversion price - * Fair value $ 5,101 ● The lower of (i) 0.05 20 * The lower of (i) 0.05 20 The Mandatory Conversion (scenario 2) was estimated by the appraiser using the Monte Carlo Simulation Model based on the following parameters: SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION April 19, 2021 Risk-free interest rate 0.54 % Expected term (years) 0.04 Volatility 112.1 % Share price 0.058 Conversion price - * Fair value $ 4,976 ● The lower of (i) 0.05 20 * The lower of (i) 0.05 20 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $ 4,989 The following table summarizes the total purchase price and purchase price allocation: SCHEDULE OF PURCHASE PRICE ALLOCATION U.S. dollars in thousands Unaudited Cash payment 2,500 Consideration in Shares 1,699 Fair value of convertible promissory note 4,989 Total purchase price 9,188 Cash and cash equivalents 73 Trade receivables 66 Property and equipment, net 183 Security deposit 3 Technology intangible asset 1,500 Total identifiable assets 1,825 Accounts payable (82 ) Deferred tax liability (315 ) Due to related party (1 ) Total liability assumed (398 ) Total goodwill 7,761 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 1 - GENERAL (Cont.) Unaudited pro forma results of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 are included below as if the acquisition of the Provista’s business occurred on January 1, 2020. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had the Provista Business been acquired at the beginning of 2020, nor does it purport to represent results of operations for any future periods. SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATION Nine months ended September 30, Year ended December 31, 2021 2020 (unaudited) Revenues $ 7,866 $ 5,164 Net loss (24,552 ) (17,603 ) Basic and diluted net loss per share (0.04 ) (0.04 ) D. Foreign operations 1. Todos Medical (Singapore) Pte Ltd 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 advancing clinical trials of the Company’s core technology for breast cancer in Southeast Asia. As of September 30, 2021, Todos Singapore has not yet commenced its business operations. 2. Todos Medical USA In January 2020, the Company incorporated a U.S. subsidiary named Todos Medical USA (“Todos U.S.”) for the purpose of conducting business as medical importer and distributor focused on the distribution of the Company’s testing products and services to customers in the North America and Latin America. 3. Corona Diagnostics, LLC In April 2020, the Company incorporated a U.S. subsidiary named Corona Diagnostics, LLC (“Corona Diagnostics”) for the purpose of marketing COVID-19 related products in the United States to validate potential products the Company is contemplating distributing and creating marketing materials for the testing products based upon those validations. 4. Breakthrough Diagnostics, Inc. On February 27, 2019, the Company entered into Shares Purchase and Assignment of License Agreement with Amarantus Bioscience Holdings, Inc. (“Amarantus”), under which the Company purchased 19.99 % of the issued and outstanding common stock of Breakthrough Diagnostics, Inc. (“Breakthrough”) for entering into the field of early detection of Alzheimer’s disease. On July 28, 2020, the Company entered into Amendment No. 1 to the Shares Purchase and Assignment of License Agreement with Amarantus, pursuant to which the Company completed the purchase of the remaining 80.01 % of the issued and outstanding common stock of Breakthrough for consideration that was based on the Company’s shares. 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 and therefore the entire purchase price allocated to the acquired IPR&D was charged to expense at the acquisition date as part of “Research and Development expenses” line in operations in the accompanying consolidated statement of operations for the year ended December 31, 2020. 5. Other entities A. In June 2020, the Company entered into an agreement with NLC Pharma Ltd., under which Antigen COVID Test Killer was formed for the purpose of developing the diagnostic candidate Antigen Killer and product commercialization through the Company’s sales channels. B. In August 2020, the Company entered into an agreement with Care GB Plus Ltd, under which Bio Imagery Ltd. (“Bio Imagery”) has been incorporated for the purpose of developing, marketing and commercializing the Products and all the Intellectual Property of the Company (“Todos Cancer Assets”) and to develop new Intellectual Property, products and services, and pursue the business based on the Todos Cancer Assets and on new intellectual property that will be developed by Bio Imagery. As of September 30, 2021, Bio Imagery has not yet commenced its business operations and the Company wrote off its investment in the amount of $ 618 The Company and its entities herein considered as the “Group”. 6. Provista Diagnostics, Inc See note 1B and 1C above TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 1 - GENERAL (Cont.) E. Going concern uncertainty The Company has devoted substantially all of its efforts to research and development of its cancer and other disease diagnostics products and raising capital to fund this development, along with its dietary supplement distribution. The development and commercialization of the Company’s products are expected to require substantial further expenditures. To date, the Company has not yet generated sufficient revenues from operations to support its activities, and therefore it is dependent upon external sources for financing its operations. Since inception through September 30, 2021, the Company has incurred accumulated losses of $ 71,827 . As of September 30, 2021, the Company’s current liabilities exceed its current assets by $ 3,921 and there is a shareholders’ deficit of $ 10,499 . The Company has generated negative operating cash flow for all periods. 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 (including through issuance of convertible loans together with other financial instruments) and also through revenues from sales of corona testing related products. There can be no assurance that the Company will succeed in obtaining the necessary financing or generating revenues from product sales 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, 2020, the Company raised net amounts of $ 10,685 through receivables financing facility, straight loans, private placement transactions (including equity line), and convertible bridge loans transactions. During the period of nine months ended September 30, 2021, the Company raised net amounts of $ 16,438 through straight loans, convertible bridge loans transactions and private placement transaction. F. Risk factors As described in the above paragraph, the Company has a limited operating history and faces a number of risks and uncertainties, including risks and uncertainties regarding to potential dispute which related to commercial terms in connection with unpaid invoices (related to sales, net yet recognized as revenue) with one of its significant clients G. COVID-19 On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The outbreak has reached all of the regions in which the Company does business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements. The global spread of COVID-19 and actions taken in response have caused and may continue to cause disruptions and/or delays in our supply chain and shipments and caused significant economic and business disruption to the Company’s customers and vendors. The COVID-19 pandemic has created and may continue to create significant opportunity under the uncertainty in macroeconomic conditions, which may cause further demand for the Company’s core business related to PCR testing kits and related materials and supplies as already reflected by recognized revenues of $ 5,031 7,733 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) | NOTE 1 - GENERAL A. Operations Todos Medical Ltd. (the “Company” or “Todos”) was incorporated under the laws of the State of Israel and commenced its operations on April 22, 2010. The Company engineers life-saving diagnostic solutions for the early detection of a variety of cancers. The Company’s patented Todos Biochemical Infrared Analyses (TBIA) is a proprietary cancer-screening technology using peripheral blood analysis that deploys deep examination into cancer’s influence on the immune system, looking for biochemical changes in blood mononuclear cells and plasma. Todos’ two internally developed cancer-screening tests, TMB-1 and TMB-2, have received a CE mark in Europe. Todos is also developing blood tests for the early detection of neurodegenerative disorders, such as Alzheimer’s disease. The Lymphocyte Proliferation Test (LymPro Test™) is a diagnostic blood test that determines the ability of peripheral blood lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic stimulation that induces them to enter the cell cycle. LymPro is unique in the use of peripheral blood lymphocytes as a surrogate for neuronal cell function, suggesting a common relationship between PBLs and neurons in the brain. Additionally, commencing 2020, the Company through its U.S. subsidiary (Corona Diagnostics, LLC) has entered into several distribution agreements with other companies to distribute certain novel coronavirus (COVID-19) test kits. The agreements cover multiple international suppliers of PCR testing kits and related materials and supplies, as well as antibody testing kits from multiple third-party manufacturers after completing validation of said testing kits and supplies in certified laboratory in the United States. B. Foreign operations 1. Todos Medical (Singapore) Pte Ltd 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, 2020, Todos Singapore has not yet commenced its business operations. 2. Todos Medical USA In January 2020, the Company incorporated a U.S. subsidiary named Todos Medical USA (“Todos U.S.”) for the purpose of conducting business as medical importer and distributor focused on the distribution of the Company’s testing products and services to customers in the North America and Latin America. 3. Corona Diagnostics, LLC In April 2020, the Company incorporated a U.S. subsidiary named Corona Diagnostics, LLC (“Corona Diagnostics”) for the purpose of marketing COVID-19 related products in the United States to validate potential products the Company is contemplating distributing and creating marketing materials for the testing products based upon those validations. 4. Breakthrough Diagnostics, Inc. On February 27, 2019, the Company entered into Shares Purchase and Assignment of License Agreement with Amarantus Bioscience Holdings, Inc. (“Amarantus”), under which the Company purchased 19.99% 80.01% 5. Other entities A. In June 2020, the Company entered into an agreement with NLC Pharma Ltd., under which Antigen COVID Test Killer was formed for the purpose of developing the diagnostic candidate Antigen Killer and product commercialization through the Company’s sales channels. See also Note 4B. B. In August 2020, the Company entered into an agreement with Care GB Plus Ltd, under which Bio Imagery Ltd. (“Bio Imagery”) has been incorporated for the purpose of developing, marketing and commercializing the Products and all the Intellectual Property of the Company (“Todos Cancer Assets”) and to develop new Intellectual Property, products and services, and pursue the business based on the Todos Cancer Assets and on new intellectual property that will be developed by Bio Imagery. As of December 31, 2020, Bio Imagery has not yet commenced its business operations. See also Note 4C. The Company and its entities herein considered as the “Group”. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 1 - GENERAL C. 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 sufficient revenues from operations to support its activities, and therefore it is dependent upon external sources for financing its operations. Since inception through December 31, 2020, the Company has incurred accumulated losses of $ 47,281 5,619 11,011 During the year ended December 31, 2019, the Company raised net amounts of $ 295 1,374 2,617 1,574 2,368 4,126 D. COVID-19 On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The outbreak has reached all of the regions in which the Company does business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements. The global spread of COVID-19 and actions taken in response have caused and may continue to cause disruptions and/or delays in our supply chain and shipments and caused significant economic and business disruption to the Company’s customers and vendors. The COVID-19 pandemic has created and may continue to create significant opportunity under the uncertainty in macroeconomic conditions, which may cause further demand for the Company’s core business related to PCR testing kits and related materials and supplies as already reflected by recognized revenues of $ 5,207 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A. Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on April 21, 2021 (the “2020 Form 10-K”). The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the nine and three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other interim period or for any future period. B. 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 (i) identification of and measurement of financial instruments in funding transactions; (ii) initial measurement of investment in affiliated companies and subsequent equity method implications; (iii) determination whether an acquired company or formed entities represents a ‘business’; (iv) determination whether acquired or formed entities are considered Variable Interest Entities (VIE) and if so, whether the Group is its Primary Beneficiary (PB) and (v) measurement of the fair value of equity awards. C. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and when applicable its majority owned entities that were determined to be VIE and that the Group was determined as their Primary Beneficiary (PB). Intercompany transactions and balances have been eliminated upon consolidation. D. Goodwill and intangible assets 1. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present. 2. Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. E. 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 (accounted for as derivative liability) 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. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) The net loss and the weighted average number of shares used in computing basic and diluted net loss per share for the period of nine month ended September 30, 2021 and 2020, is as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES 2021 2020 Nine month period ended September 30, 2021 2020 Unaudited Unaudited Numerator: Net loss attributable to common shareholders $ 24,547 $ 25,258 Revaluation of liability related to warrants to purchase shares of common Stock - - Net loss attributable to common shareholders $ 24,547 $ 25,258 Denominator: Shares of common stock used in computing basic net loss per share 637,916,356 210,806,186 Incremental shares from assumed exercise of warrants to purchase shares of common stock - - Shares of common stock used in computing diluted net loss per share 637,916,356 210,806,186 Net loss per share of common stock, basic and diluted $ 0.04 $ 0.12 During the period of nine months ended September 30, 2021 and 2020 the total weighted average number of potentially dilutive ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 452,109,492 48,642,797 F. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our condensed consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. G. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) which changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generall4y will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its condensed consolidated financial statements. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) | 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 (i) identification of and measurement of financial instruments in funding transactions; (ii) initial measurement of investment in affiliated companies and subsequent equity method implications; (iii) determination whether an acquired company or formed entities represents a ‘business’; (iv) determination whether acquired or formed entities are considered Variable Interest Entities (VIE) and if so, whether the Group is its Primary Beneficiary (PB) and (v) measurement of the fair value of equity awards. B. Functional currency The functional currency of the Company and all of its subsidiaries is the US dollar (“$” or “dollar”), as the dollar is the primary currency of the economic environment in which the Company and its subsidiaries have 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. C. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and when applicable its majority owned entities that were determined to be VIE and that the Group was determined as their Primary Beneficiary (PB). Intercompany transactions and balances have been eliminated upon consolidation. D. Variable Interest Entities ASC 810-10, “Consolidation”, provides a framework for identifying variable interest entities (“VIEs”) and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements. According to ASC 810-10, the Company consolidates a VIE when it has both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company’s assessment of whether an entity is a VIE and the determination of the primary beneficiary is judgmental in nature and involves the use of significant estimates and assumptions. The determination of whether the Company should consolidate a VIE is evaluated continuously as existing relationships change or future transactions occur. The significant factors and judgments that the Company considers in making the determination as to whether an entity is a VIE include, among others: the design of the entity, including the nature of its risks and the purpose for which the entity was created; the nature of the Company’s involvement with the entity; whether there is sufficient equity investment at risk to finance its current activities, until it reaches profitability, without additional subordinated financial support; whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) D. Variable Interest Entities (Cont.) Unconsolidated Variable Interest Entity 1. The Company has determined that Antigen COVID Test Killer (“CATK”), 15% The Company has determined that it is not the primary beneficiary of CATK due to the Company’s inability to direct the activities that most significantly impact the economic performance of CATK. However, the Company determined that it has the ability to exercise significant influence over CATK operations through its obligation to supply the investee financial support and accordingly, the investment is accounted for under the equity method. 2. The Company has determined that Bio Imagery Ltd. (“Bio Imagery”), 33% The Company has determined that it is not the primary beneficiary of Bio Imagery due to the Company’s inability to direct the activities that most significantly impact the economic performance of Bio Imagery. However, the Company determined that it has the ability to exercise significant influence over Bio Imagery operations through board representation and voting power and accordingly, the investment is accounted for under the equity method. As of December 31, 2020, there were no consolidated variable interest entities. E. 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. F. Allowance for doubtful accounts The allowance for doubtful accounts is determined with respect to amounts the Group has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers. During the year ended December 31, 2020, the Company has not recorded allowance in respect of accounts receivable. G. Inventories Inventories consist of related equipment, reagents and testing supplies purchased from third party vendors that are held for sale to customers. Inventories are stated at the lower of cost or net realizable value. Cost of finished products is mainly determined on the basis of first-in, first-out (FIFO). Other method which is utilized for determining the value of inventories is the moving average. The Group regularly reviews its inventories for obsolescence and other impairment risks and reserves are established when necessary. H. 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. SCHEDULE OF PROPERTY PLANT AND EQUIPMENT DEPRECIATION RATE Rate of depreciation % Laboratory equipment 20 33 Furniture and equipment 7 15 Computers 33 Vehicle 15 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) I. Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 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. J. Investment in other companies Equity investments without readily determinable fair values are measured at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Periodic changes in the basis of these equity investments are reported in current earnings. In addition, at each reporting period a qualitative assessment is performed to identify impairment. When a qualitative assessment indicates an impairment exists, the Company estimates the fair value of the investment and recognizes in current earnings an impairment loss equal to the difference between the fair value and the carrying amount of the equity investment. K. Investment in affiliated companies Affiliated company is a 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 cost of investment is based on the direct costs of acquiring the investment including amounts incurred on behalf of the investee. When the affiliated company is not considered a business as no substantive process is identified, amounts allocated to any In-Process Research and Development (IPR&D) to be used in research and development projects which have been determined not to have an alternative future use are charged to expenses of the acquisition date. Following the acquisition, 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 other investments in the investee such as debt securities, long term loans or advances, if any. Such additional equity method losses are applied to the other investments based on the seniority of the other investments (priority in liquidation) and the percentage ownership interest in each type of other investment the Company holds (the ‘relative holdings approach’). When the Company achieves control on an affiliated company, the Previously Held Equity Interests (PHEI) in the affiliated company is remeasured to its fair value immediately prior to the asset acquisition. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) L. Business Combinations The Company’s consolidated financial statements include the operations of acquired businesses from the date of the acquisition’s consummation. Acquired businesses are accounted for using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired in process research and development be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. When the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business (such when there is no substantive process in the acquired entity), no goodwill is recognized and acquired In-Process Research and Development intangible asset (“IPR&D”) to be used in research and development projects which have been determined not to have alternative future use, is expensed immediately. Accordingly, when the purchase price (i.e. cash consideration, fair value of PHEI and the fair value of the equity interests issued) is fully attributed to such acquired IPR&D to be used in a research and development project which were determined not to have an alternative future use, the entire purchase price allocated to the acquired IPR&D is charged to expense at the acquisition date as part of “Research and Development expenses” line in operations in the accompanying consolidated statement of operations for the year ended December 31, 2020 (see also Note 4A3). M. Right to obtain control over affiliated company and right to acquire shares of other companies The Company accounted for the right to obtain control over affiliated company and the right to acquire shares of other companies, as a non-current financial derivative asset according to the provisions of ASC 815-10, “Derivatives and Hedging - Overall” (“ASC 815-10”). Upon initial recognition and in subsequent periods such asset is measured 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 changes in the estimated fair value of the outstanding right to obtain control over affiliated company and the right to acquire shares of other companies were recognized each reporting period as part of in the “Share in Losses of Affiliated Company” line or “Finance Expenses” line, as applicable in operations in the accompanying consolidated statement of operations, until such rights are exercised or expired (see also Note 4A). N. 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 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. O. Liability for employee rights upon retirement The Company’s liability for severance pay to its Israeli employees 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% TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) P. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and trade receivables 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. Most of the Group’s sales are made in United States to a small number of customers. Management periodically evaluates the collectability of the trade receivables to determine the amounts that are doubtful of collection and determine a proper allowance for doubtful accounts. Accordingly, management believes that the Group’s trade receivables do not represent a substantial concentration of credit risk. Q. Contingencies The Company and its subsidiaries are involved in certain legal proceedings and certain business relationships that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties (such as with respect to certain royalty agreements). Except for income tax contingencies, the Company applies the provisions of ASC Topic 450, Contingencies. Thus, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. R. 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, right to acquire shares of other companies, contingent consideration to be paid upon achieving of performance milestone, certain convertible bridge loans (following the maturity date and thereafter) and certain freestanding stock warrants and bifurcated convertible feature of convertible bridge loans issued to the units’ owners, 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. S. Research and development expenses Research and development expenses are charged to operations as incurred. T. 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 14C1). The cumulative research and development grants received by the Company from inception through December 2020 amounted to $ 272 . As of December 31, 2020, and 2019, the Company did not accrue for or pay any royalties to the IIA as no revenue related to the funded projects has yet been generated. U. 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, 2020 and 2019 the total weighted average number of potentially dilutive ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 112,866,881 and 23,069,233 , respectively. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) V. Revenue recognition On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) which supersedes the existing revenue recognition accounting rules. Under the new guidance the Company determines revenue recognition through the following five steps: ■ Identification of the contract, or contracts, with a customer; ■ Identification of the performance obligations in the contract; ■ Determination of the transaction price; ■ Allocation of the transaction price to the performance obligations in the contract; and ■ Recognition of revenue when, or as, the Company satisfies a performance obligation. For each type of contract at inception, the Company assesses the goods or service promised in a contract with a customer and identifies the performance obligations. When a contract for the sale of goods or service includes an option that provides the customer with free or discounted goods or services to be provided by the Company in the future, the Company assesses whether such right represents a material right. When it is determined that such right is considered to be material the Company accounts for such a promise as a separate performance obligation. With respect to contracts that are determined to have multiple performance obligations (such as goods and a material right to free or discounted goods to be provided in the future), the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the relative standalone selling price of each distinct good or service in the contract. In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of variable payment (if any) and whether it relates specifically to its efforts to satisfy a specific part of the contract. Revenues are recognized when, or as, control of services or products is transferred to the customers at a point in time or over time, as applicable to each performance obligation. Revenues are recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer, excluding amounts collected on behalf of other third parties and sales taxes. The Company does not adjust the amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between the time of transfer of the promised goods or services to the customer and the time the customer pays for these goods or services to be generally one year or less, based on the practical expedient. The Company’s credit terms to customers are, on average, between thirty and ninety days. When another party is involved in providing goods or services to the customer, the Company examines whether the nature of its promise is a performance obligation to provide the defined goods or services itself, which means the Company is a principal and therefore recognizes revenue in the gross amount of the consideration, or to arrange that another party provide the goods or services which means the Company is an agent and therefore recognizes revenue in the amount of the net commission. Such determination is performed separately for each specified good or service promised to a customer. In making that evaluation, the Company considers whether it controls the promised good or service before transferring that good or service to the customer. The Company considers indicators such as whether the Company is the primary obligor for fulfilling the promises in the contract and assumes risks and rewards as a principal or an agent, including the credit risks; the Company has inventory risk before the goods or services are transferred to the customer; and the Company has discretion in setting prices of the goods or services and selecting its suppliers. Generally, in cases in which the Company is primarily obligated in a transaction, is subject to risk, involved in the determination of the product (or the service) specifications, separately negotiates each revenue service agreement and has inventory risk, revenues and cost of revenues are recorded on a gross basis. Commencing 2020, the Company generated revenues from commercial sale of COVID-19 related equipment, reagents and testing supplies through sub-distribution agreements with unrelated distribution companies with clients who are seeking comprehensive testing solutions for return-to-work programs. Deferred revenues are contract liabilities and include unearned amounts received and amounts received from customers (mostly advances from customers for COVID-19 related products) but not yet recognized as revenues as the performance obligation has not been fulfilled by the Company. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) W. Convertible Bridge Loans and Notes Upon initial recognition of Convertible loans, Convertible Notes and similar instruments, the Company considers the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether the conversion features embedded within the convertible instrument should be separated from the host instrument. Host contract is not convertible upon issuance When it is determined that the embedded conversion feature 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, the bridge loan was recognized based on the amount allocated as described in Note 2X less the applicable issuance cost. The difference between the face value of the bridge loan to such allocated process (after allocation of the proceeds received to detachable freestanding financial instrument (i.e. detachable warrants) 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 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. Host contract is convertible upon issuance When it is determined that the embedded conversion feature does not qualify for equity classification, the Company recognized the embedded conversion feature as a separate derivative liability upon initial recognition and on subsequent periods at fair value by using the Black-Scholes Option Pricing Model. The remaining consideration amount received or allocated to the entire convertible instrument is allocated to the host debt instrument. The difference between the face value of the host and such allocated amount represents a discount which is amortized as finance expense to profit or loss by using effective interest method over the term of the loan until its stated maturity. When it is determined that the embedded conversion feature qualifies for equity classification (such when the embedded conversion option, if it were freestanding, is not qualified as a derivative in accordance with the provisions of ASC 815-10, “Derivatives and Hedging” since its terms did not require or permit net settlement or when the embedded conversion option is indexed to the entity’s own stock), the conversion option is not bifurcated. When bifurcation is not required, the Company applies ASC 470-20, “Debt - Debt with Conversion and Other Options” (“ASC 470-20”) which clarifies the accounting for instruments with Beneficial Conversion Feature (BCF) or contingently adjustable conversion ratios, to determine whether the conversion feature is beneficial to the lender. BCF was calculated by allocating the proceeds received to the convertible instrument and to any detachable freestanding financial instrument (such as detachable warrants) included in the transaction (or any other embedded feature that required bifurcation from the host) and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the allocated proceed. The intrinsic value of the conversion option, if any, is recorded as a discount with respect to the 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 Loan (before its modification) by using the effective interest method. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) X. Allocation of proceeds and related issuance costs When multiple instruments are issued in a single transaction (package 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 subsequently measured at fair value (i.e. derivative warrants liability and derivative liability related to bifurcated embedded conversion feature) 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 (i.e. certain convertible bridge loans, warrants eligible for equity classification) and common stock, based on the relative fair value basis for such instruments. The allocation of issuance costs to freestanding |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 - OTHER CURRENT ASSETS SCHEDULE OF OTHER CURRENT ASSETS 2020 2019 As of December 31, 2020 2019 Governmental institutions $ 62 $ 3 Prepaid expenses (*) 539 6 Other current assets $ 601 $ 9 (*) Including inter alia deferred charged related to receivables financing facility and deferred charged related to equity line (see also Note 7 and Note 15B14, respectively). |
INVESTMENT IN AFFILIATD COMPANI
INVESTMENT IN AFFILIATD COMPANIES, NET | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN AFFILIATD COMPANIES, NET | NOTE 4 - INVESTMENT IN AFFILIATD COMPANIES, NET A. Breakthrough Diagnostics, Inc. 1. On February 27, 2019 (the “Effective Date”), following execution of the Convertible bridge loan transactions (see also Note 11), 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% 19.99% 17,986,999 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% 30.01% 49.99% Under ASC Subtopic 323-30, “Investments - Equity Method and Joint Ventures: Partnerships, Joint Ventures, and Limited Liability Entities”, and following the effective date the management determined that the Company had the ability to exercise significant influence over operating and financial policies of Breakthrough and therefore the equity method was applied at the Closing Date at residual amount of $ 1,345 2,518 1,173 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 1,173 A. Breakthrough Diagnostics, Inc. (Cont.) 2. The changes in Level 3 asset associated with Option Transaction to obtain control over affiliated company were measured at fair value on a recurring basis (until the option expiration). The following table summarizes the observable inputs used in the valuation of the Option Transaction asset as of the Closing Date: SUMMARY OF OBSERVABLE INPUTS USED IN VALUATION OF OPTION TRANSACTION ASSET 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: SCHEDULE OF INVESTMENT IN AFFILIATED COMPANY 2020 2019 As of December 31, 2020 2019 Inv estment in affiliated company, net (A) $ - $ (448 ) Non-current loans (B) - 448 Total Investment in affiliated company, net $ $ - (A) The investment in affiliated company as follows: Investment in Affiliated Company As of the Closing Date $ 1,345 In-Process Research and Development asset expensed as incurred (1,345 ) Accumulated net losses (448 ) As of December 31, 2019 $ (448 ) Revaluation of investment in affiliated company to its fair value upon obtaining control 1,623 Amount classified to the cost of subsidiary in acquisition achieved in stages upon obtaining control (1,623 ) As of December 31, 2020 $ - (B) 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 $ 448 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 4 - INVESTMENT IN AFFILIATD COMPANIES, NET (CONT.) A. Breakthrough Diagnostics, Inc. (Cont.) 3. In July 2020, the Company entered into Amendment No. 1 to the Joint Venture Agreement with Amarantus pursuant to which the parties agreed to amend the Joint Venture Agreement as follows: A. In exchange for the remaining 80.1% equity interest of Breakthrough, the Company will issue 49.9% of its ordinary shares (which including 19.9% 67,599,796 30.01% 80.1% B. Subject to the approval of the Company’s Board of Directors, Amarantus will be entitled to royalty fee in a rate of 10% from the gross profit, as defined, of any products selling which are based on LymPro intellectual property (the “Royalty Fee”). During the period commencing the Completion Date through December 31, 2020, the Company has no obligation with respect to the aforesaid Royalty Fee as no revenues from the LymPro intellectual property were recognized. C. The Company will exercise its best efforts and diligence in developing and commercializing LymPro and in undertaking investigations and actions required to obtain regulatory approvals necessary to market LymPro. In the event the Company fails to use best efforts and due diligence as required, then Amarantus may, in its sole discretion terminate the LymPro license or convert the License from exclusive to non-exclusive. As of December 31, 2020, the License is still deemed as non-exclusive. D. The Company paid to Amarantus an amount of $ 450 At the Completion 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”. Accordingly, the transaction was accounted for as an asset acquisition transaction that resulted in the Company owning 100% of the equity interest of Breakthrough, with Breakthrough becoming a wholly owned subsidiary of the Company. On the Completion Date, the Company ceased accounting for its investment in Breakthrough under the equity method. At the Completion Date, management has chosen to remeasure its Previous Held Equity Interest (PHEI) in Breakthrough to its fair value immediately prior to the asset acquisition in total amount of $ 1,623 6,084 450 However, it was determined that the LymPro License represents IPR&D with no alternative future use. Consequently, the Company expensed immediately the entire purchase price allocated to the acquired IPR&D, which amounted to $ 8,157 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 4 - INVESTMENT IN AFFILIATD COMPANIES, NET (CONT.) B. Antigen COVID Test Killer On June 14, 2020 (the “Effective Date”), the Company entered into joint venture agreement with NLC Pharma Ltd. (“NLC”) as was amended as of September 12, 2020, under which Antigen COVID Test Killer (the “CATK”) was formed for the purpose of developing diagnostic candidate Antigen Killer (as defined below) and commercialization of the product through the Company’s sales channels. Under the terms of the joint venture agreement the following have been determined between the parties: 1. License During the term of the joint venture agreement and based on license agreement executed between NLC and CATK as of June 14, 2020, NLC will grant to CATK an irrevocable, exclusive, non-transferable, royalty-bearing worldwide license (the “License”) of its 3C Protease Coronavirus testing platform (“Viral Testing” or “Antigen Killer”). NLC will further contribute the expertise and know-how to CATK necessary to validate and receive the products approved in various jurisdictions worldwide for distribution, especially the United States and China. In consideration, CATK shall pay NLC a license fee to secure the exclusive license pursuant to the license agreement by issuing to NLC 80% of CATK equity upon execution of the license agreement. 2. Contributions A. NLC shall grant an exclusive worldwide distribution right to Antigen Killer via a distribution agreement. B. The Company shall contribute capital for CATK up to amount of $ 1,550 C. The Company or NLC shall not be entitled to withdraw any of their capital contributions from CATK. D. Any grants received for the development, marketing and studies of Antigen Killer, shall be considered a contribution to CATK. 3. Equity interest A. CATK’s equity shall be 10% owned by the Company, 80% owned by NLC and 10% shall be owned by Zegal and Ross Capital, LLC. B. Upon achieving milestone proof of concept that includes (i) conducting successful test within a la environment and (ii) initiation of a multicenter clinical trial (the “Performance Milestone”), the Company shall acquire during a period of one year after achieving the Performance Milestone an additional 5% of CATK from NLC for a sum of $250 to be paid for in shares of the Company based on market value of the shares at the closing price of a day prior to share issuance. The Performance Milestone has been achieved at July 12, 2020, and 2,688,172 C. Upon gross sales of the product reaching to an amount of $ 20,000 15% 1,650 D. NLC shall maintain its right to develop, market and sell products derived from its technology as it relates to Viral Testing (excluding Covid-19) throughout the term of the agreement. 4. Distributions Distributions from CATK to the Company and NLC shall be made on a semi-annual basis in a percentage set opposite on the name of the Company and NLC. 5. Marketing rights NLC has marketing rights to use the Antigen Killer technology for all viruses and is legally free and clear to license the rights to Antigen Killer to CATK. 6. Project supervision All decisions in regard to the therapeutic candidate Antigen Killer, the hiring and firing of program and project managers and other contractors and certain consultants, selection of sites for clinical trial, pre-clinical trials and manufacturing, and sublicense and sales brokers, is the sole responsibility of NLC. However, any change to the budget of CATK must be approved by the Company. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 4 - INVESTMENT IN AFFILIATD COMPANIES, NET (CONT.) B. Antigen COVID Test Killer (Cont.) 7. Distribution rights The Company will have Covid Nutraceutical distribution rights worldwide except for Israel according to the following terms: A. CATK will receive royalties fee in a rate of 8% B. If the Company will grant distribution rights to any related or non-related party of the Company, it will be the obligation of the Company to pay the abovementioned Royalty to CATK. C. Upon event that the Company surrenders the distribution rights then the Company’s share of CATK will be increased from 10% 22% 8. Upon market launch of minimum sales of 25,000 bottles of the Nutraceutical product for Covid-19 or other viruses by the Company, the Company shall grant NLC shares of the Company in a value of $ 1,500 In addition, if CATK sales will be in excess of $32,500 and the Company will complete an uplisting to Nasdaq within one year of signing the amendment, then the Company will fully acquire CATK in a share exchange transaction based on value of $65,000 and NLC shall transfer the IP regarding Viral Testing to the Joint Venture and NLC will have the right to appoint one member of the Company’s Board of Directors. Management, using the assistance of third-party appraiser has determined that due to the low probability of the aforesaid contingent trigger events the fair value of such potential obligation as of the effective date (and as of December 31, 2020) was insignificant. 9. Termination The joint venture agreement shall be terminated on the earlier of (i) lapse of 25 years from the Effective Date (ii) mutual agreement of both parties to dissolve or (iii) the Company does not comply with section 3B and 3C above (the “Term”). Upon termination, the license between NLC and CATK shall be terminated. The Company has determined that CATK is considered as VIE since CATK does not have sufficient resources to carry out its principal activities without additional financial support. In addition, the Company has determined that it is not the primary beneficiary of CATK due to the Company’s inability to direct the activities that most significantly impact the economic performance of CATK. However, the Company determined that it has the ability to exercise significant influence over CATK operations through its liquidity resources and accordingly, the investment is accounted for under the equity method. At the closing date the purchase price that was paid in investment in CATK is as follows: SCHEDULE OF PAID IN INVESTMENT Funding Commitment (*) $ 1,550 Fair value of shares upon achieving Performance Milestone 250 Direct costs incurred (**) 100 Contingent Consideration (***) 1,050 Total consideration $ 2,950 (*) An amount of $ 911 (**) Number of 2,164,502 (***) Was determined by the management by using the assistance of third-party appraiser. As the Company’s obligation under such Contingent Consideration provision represent a potential liability to issue a fixed number of its common stock, the obligation was classified within shareholders’ deficit. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 4 - INVESTMENT IN AFFILIATD COMPANIES, NET (CONT.) B. Antigen COVID Test Killer (Cont.) At the Closing Date, CATK 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 $ 2,718 105 127 C. Bio Imagery Ltd. In August 2020 (the “Effective Date”), the Company entered into an agreement with CARE GB Plus Ltd (“CARE GB”), under which the parties agreed conjointly to incorporate Bio Imagery Ltd. (“Bio Imagery”) for the purpose of developing, marketing and commercializing the Company’s Products and all the Company’s Intellectual Property (“Todos Cancer Assets”) and to develop new Intellectual Property, products and services, and pursue the business based on the Todos Cancer Assets and on the new intellectual property developed by Bio Imagery. In addition, it was agreed inter alia that (i) interest in Bio Imagery shall be 67% 33% 6,000,000 On November 2, 2020, the 6,000,000 The Company has determined that Bio Imagery is considered as a VIE since Bio Imagery does not have sufficient resources to carry out its principal activities without additional financial support. In addition, the Company has determined that it is not the primary beneficiary of Bio Imagery due to the Company’s inability to direct the activities that most significantly impact the economic performance of Bio Imagery. However, the Company determined that it has the ability to exercise significant influence over Bio Imagery operations through board representation and voting power and accordingly, the investment is accounted for under the equity method. Consequently, as of December 31, 2020, the Company’s investment in Bio Imagery amounted to $ 618 |
INVESTMENT IN OTHER COMPANY
INVESTMENT IN OTHER COMPANY | 12 Months Ended |
Dec. 31, 2020 | |
Investment In Other Company | |
INVESTMENT IN OTHER COMPANY | NOTE 5 - INVESTMENT IN OTHER COMPANY On August 14, 2020, Todos Singapore entered into subscription agreement with Pathnova Laboratories PTE Ltd (“Pathnova”) under which Todos Singapore has agreed to invest in Pathnova up to SGD 3,000 4,615,385 As of December 31, 2020, 461,538 224 4.38% Management has determined that its holding in Pathnova does not entitle the Company to significant influence over Pathnova and accordingly the Company accounted for its investment in Pathnova in accordance with the provisions of ASC Topic 321 “Investment-Equity Securities”, as equity investment without readily determinable fair value. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT 2020 2019 As of December 31, 2020 2019 Laboratory equipment and others $ 2,180 $ 152 Computers 8 8 Vehicle 5 5 Furniture and equipment 15 13 Property and equipment, gross 2,208 178 Less - accumulated depreciation (209 ) (113 ) Total property and equipment, net $ 1,999 $ 65 Total depreciation expenses for the years ended December 31, 2020 and 2019 were $ 96 30 |
RECEIVABLES FINANCING FACILITY,
RECEIVABLES FINANCING FACILITY, NET | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
RECEIVABLES FINANCING FACILITY, NET | NOTE 7 - RECEIVABLES FINANCING FACILITY, NET A. Receivables Financing Agreement On June 19, 2020 (the “Effective Date”), the Company entered into Receivables Financing Agreement with an independent third party, Toledo Advisor LLC (“Toledo” or “Lender”) under which the Lender will make discretionary revolving receivables financing facility (the “Receivables Financing Facility”) available to the Company in an aggregate principal amount not to exceed $ 25,000 Interest shall accrue on the unpaid aggregate principal balance of each draw at an interest rate per annum equal to the greater of (i) 12% per annum, or (ii) 30% of the anticipated margin for the applicable receivable financed as presented to the Lender in connection with each draw (the “Applicable Rate”). All interest accruing on each draw shall be due and payable on the applicable draw loan maturity date which is the earlier to occur of (i) the day that is ninety days following the day such draw was funded by the Lender and (ii) the day that the receivable, the financing for which such draw was requested, is paid. Moreover, upon occurrence of default event, draws shall bear per annum interest at the rate of 6% above the Applicable Rate then in effect. Prepayment of any draw, in whole or in part, is not allowed. However, if at any time the aggregate principal amount of all draws exceeds the Draw Credit Maximum Amount then in effect, then the Company shall immediately pay to Lender such difference which shall be applied to the draws, in inverse order of maturity. The financing is secured by all the assets of the Company’s wholly owned subsidiary Todos U.S. In addition, Todos U.S. pledged all the outstanding equity of Corona Diagnostics to the Lender. Commencing the period from June 19, 2020 and through July 28, 2020 the Company drew amount of $ 250 B. Royalty Agreement On July 28, 2020, the Company entered into Royalty Agreement with Toledo under which it was agreed inter alia that (i) the Applicable Rate for each draw requested on or after the date herein shall accrue on the unpaid aggregate principal balance of each draw at an interest rate per annum equal to the greater of (a) 12% per annum, or (b) 20% of the anticipated margin for the applicable receivable financed as presented to the Lender in connection with each draw; (ii) to issue 3,500,000 The term of the Royalty Agreement commenced on the Effective Date and shall continue in perpetuity. In the event that a court of competent jurisdiction determines that the perpetual nature of the payment of the Royalty would void the Royalty Agreement, then the term shall be modified to be a term of 25 25 At any time on or after July 2030, the Company shall have the right to make a pre-payment in the amount of the greater of (i) $ 5,000 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 7 - RECEIVABLES FINANCING FACILITY, NET (CONT.) B. Royalty Agreement (Cont.) In case that any payment due is not received by Toledo within 10 days, such amounts shall accrue interest at the rate of 12% per annum on said payments accrued from the date such payment was due. In addition, in case that Royalty is not paid within 30 days of the due date, the Company shall issue to Toledo a convertible promissory note (the “Note”) in the initial principal amount equal to the amount then due, which Note shall be convertible into ordinary shares of the Company on the above terms. As of August 4, 2020, the Company issued 3,500,000 315 34 The Company has determined that its obligation for future royalties under the Royalty Agreement and also its obligation to pay Toledo an interest that is partly based on the margin that will be produced by the Company from certain sales (an interest that is equal to the greater of (i) 12% per annum, or (ii) 30% of anticipated margin applicable to certain receivables) represent contingent interest feature. However, it was determined that such features are not required to be bifurcated and accounted for as derivatives, as they are eligible for the scope exception prescribed under ASC Topic 815-10-15-59 (d) with respect to certain contracts that are not traded on an exchange, as the underlying is an entity specific performance measure. Accordingly, interest expense related to such contingent features is recognized pursuant to ASC Topic 470-10, Debt - Overall. Thus, the liability for the contingent payment features was based on the applicable interest rate at the balance sheet date (with no anticipation for any future changes in the applicable interest rate). In addition, the obligation for future royalties was accounted for in accordance with the provisions of ASC Topic 450, Contingencies. The Company also has accounted for the Receivables Financing Agreement as a short-term secured loan since the ownership of the accounts receivables remains with the Company and such receivables serve as a collateral for the amount that has been advanced to the Company according to the Receivables Financing Agreement. During the year ended December 31, 2020, the Company drew an amount of $2,617 out of the Draw Credit Maximum Amount under the Receivables Financing Agreement and repaid $2,317. As of December 31, 2020, an amount of $300 has not been repaid. 867 139 The aggregated sum of such components amounting to $ 1,306 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
LOANS, NET
LOANS, NET | 12 Months Ended |
Dec. 31, 2020 | |
Loans Net | |
LOANS, NET | NOTE 8 - LOANS, NET A. Secured Convertible Equipment Loan Agreements 1. On November 4, 2020 (the “Effective Date”), the Company entered into Secured Convertible Equipment Loan Agreement with a private lender (the “Lender”), under which at the Effective Date and for the purpose for purchasing two Liquid Handler Machines (the “Collateral”) to be placed in the laboratory of a Company’s client, the Company received from the Lender a net cash amount of $ 450 320 770 The Aggregate Loan Principal Amount shall be repaid within 120 days of receipt date (the “Maturity Date”). Subject to the Company’s discrete decision not to repay the Aggregate Loan Principal Amount in cash by the Maturity Date, the Lenders shall have the right to convert 200% of the Aggregate Loan Principal Amount, less any amount that has been repaid, at a default conversion price equal to 35% of the lowest closing price of the Company’s ordinary shares in the 10 days prior to the conversion as quoted by Bloomberg, LP. In the event the Company receives gross proceeds from any equity financing in the amount of $ 5,000 The Aggregate Loan Principal Amount shall be secured by the Collateral. The Lender shall have the right to take possession of the Collateral if repayment is not made in full by the Maturity Date. Upon default, the Lender shall have the right to take possession of the Collateral and sell them. All proceeds from such sale will be ducted from the Aggregate Loan Principal Amount on a pro rata basis. As the secured loan upon their original terms do not include conversion feature (such feature will only become applicable as a penalty, upon the Company’s failure to repay the Aggregate Loan Principal Amount by the Maturity Date), the liability was accounted for using the effective interest method over the term of the loans until their stated Maturity Date. As of December 31, 2020, the Aggregate Loan Principal Amount is amounting to $ 580 130 For more information regarding the First Amendment of the Secured Convertible Equipment Loan Agreement, see also Note 24D. 2. On November 4, 2020 (the “Effective Date”), the Company entered into Secured Convertible Equipment Loan Agreement with another private lender (the “Lender”), whereby at the Effective Date and for the purpose for purchasing certain two Liquid Handler Machines to be placed in the laboratory of a Company’s client, the Company received from the Lender a net cash amount of $ 750 500 1,250 The Aggregate Loan Principal Amount shall be repaid within 120 days of receipt date (the “Maturity Date”). Subject to the Company’s discrete decision not to repay the Aggregate Loan Principal Amount in cash by the Maturity Date, the Lenders shall have the right to convert 200% of the Aggregate Loan Principal Amount, less any amount that has been repaid, at a default conversion price equal to 35% of the lowest closing price of the Company’s ordinary shares in the 10 days prior to the conversion as quoted by Bloomberg, LP. The Company agrees it will issue 20,000,000 As the secured loan upon their original terms do not include conversion feature (such feature will only become applicable as a penalty, upon the Company’s failure to repay the Aggregate Loan Principal Amount by the Maturity Date), the liability was accounted for using the effective interest method over the term of the loans until their stated Maturity Date. As of December 31, 2020, the Aggregate Loan Principal Amount is amounting to $ 954 204 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 8 - LOANS, NET (Cont.) B. Revenue Purchase Agreement On December 22, 2020, Corona Diagnostics entered into revenue purchase agreement with a private lender (the “Lender”), under which, the Company will sell, assign and transfer to Lender (making the Lender the absolute owner) in consideration of the Purchase Price of $ 138 The revenue purchase agreement shall remain in full force and effect until the entire Purchased Amount and any other amounts due are received by Lender as per the terms of the revenue purchase agreement. C. The following tabular presentation reflects the reconciliation of the carrying amount of straight loans and similar instruments during the year ended December 31, 2020 and 2019: SCHEDULE OF RECONCILIATION STRAIGHT LOANS AND SIMILAR INSTRUMENTS As of December 31, 2020 2019 Opening balance $ 113 $ - Plus: Net consideration received (*) 2,035 1,469 Less: Debt issuance costs - (101 ) Less: Fair value of detachable instruments accounted for as equity component or derivative liabilities - (531 ) Less: Fair value of detachable instruments accounted for as equity component (461 ) Plus: Amortization of discounts and accrued interest expenses 1,170 959 Less: Straight loans reclassified to convertible loans upon change of terms (*) (1,185 ) (1,796 ) Plus: Modification of terms of convertible bridge loans - 113 Closing balance $ 1,672 $ 113 (*) Including loans in net principal amount received in total amount of $ 697 992 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 9 - OTHER CURRENT LIABILITIES SCHEDULE OF OTHER CURRENT LIABILITIES 2020 2019 As of December 31, 2020 2019 Accrued payroll and related taxes $ 140 $ 173 Provision for vacation 50 37 Accrued expenses 2,126 590 Other Current Liabilities $ 2,316 $ 800 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
LOANS FROM SHAREHOLDERS
LOANS FROM SHAREHOLDERS | 12 Months Ended |
Dec. 31, 2020 | |
Loans From Shareholders | |
LOANS FROM SHAREHOLDERS | NOTE 10 - 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. A. 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 3,500,000 0.10 7,000,000 0.20 five years 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 0 2.31 127.8 665 1,423 B. 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 8,750,000 0.04 The following tabular presentation reflects the reconciliation of the carrying amount of the loans from shareholders as of December 31, 2020 and 2019: SCHEDULE OF CARRYING AMOUNT OF THE LOANS As of December 31, 2020 2019 Opening balance $ 310 $ 612 Less: Partial conversion of loans from shareholders (350 ) (350 ) Plus: Exchange differences relating to loans from shareholders 40 48 Closing balance, classified as a non-current liability in 2019 $ - $ 310 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
CONVERTIBLE BRIDGE LOANS, NET
CONVERTIBLE BRIDGE LOANS, NET | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE BRIDGE LOANS, NET | NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET A. During the years ended December 31, 2019 and 2018, the Company entered into certain Convertible Bridge Loan Agreements (the “2019 and 2018 Loan Agreements”), under which the Company obtained an aggregate net cash amount of $ 1,443 27 90% The Principal Amount has been originally issued with 10% 163 10% 6 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 were 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 were 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% The Second Warrant provides the Lenders an additional 25% At the initial date, the management by assistance of third-party appraiser measured the First Warrant at fair value in total amount of $ 205 938 326 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 2019 and 2018 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 $ 158 101 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) B. Amendments to 2019 and 2018 Loan Agreements: 1. On December 2, 2019, the Company entered into first amendment to the 2019 and 2018 Loan Agreements with one of the lenders whereby it was determined to extend the original Maturity Date of applicable Note until February 14, 2020 and the Company shall not be deemed to have been in default due to not having repaid the Loan Principal and Interest by the original maturity date unless the Company does not obtain additional bridge financing in an amount no less than $ 500 24 500,000 0.15 five years 2. 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”). The amended term were as follows: (i) the conversion feature of the applicable Principal Amount and accrued Interest prior to the Amended Maturity Date was waived by the lender, 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% 350,000 0.01 1,666,667 0.15 3. On January 9, 2020, the Company entered into second amendment to the 2019 and 2018 Loan Agreements with one of the lenders whereby it was determined to extend the Amended Maturity Date of applicable Note until March 31, 2020 101 127 1,000,000 0.10 4. On February 20, 2020, the Company entered into Convertible Note Extension Agreements (the “Amendments”) with certain institutional investors who participated in the Company’s 2019 and 2018 Loan Agreements, under which it was agreed to extend the maturity of those notes to August 14, 2020 In addition to the warrants issued to the institutional investors pursuant to the original terms of the 2019 and 2018 Loan Agreement, the Company (i) issued to the institutional investors a third Warrant (the “Third Warrant”) providing the institutional investors with a right to purchase 20,792,380 0.10 35 5 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. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) B. Amendments to 2019 and 2018 Loan Agreements (Cont.): 5. On September 1, 2020, the Company entered into Amendment No. 2 to the 2019 and 2018 Loan Agreements (the “Amendment”) with certain lenders whereby it was determined to (i) reextend the Original Maturity Date of applicable Note until October 15, 2020 15% 20% In exchange for the aforesaid amendments the Company shall (i) pay upfront fee to each of the lenders in an amount equal to 5% of the principal balance of the Note held by such lender (ii) issue shares of its common stock to each lender with a market value equal to 5% of the principal balance of the Note held by such lender, based on the closing price of the share of the Company’s common stock reported on a public exchange as of the date of the Amendment (iii) the exercise price of each of the First Warrant, Second Warrant and Third Warrant (together referring as “Warrant”) shall be amended to be the lesser of (a) the share price of the share of the Company’s common stock reported on a public exchange as of the Second Amended Maturity Date or (b) the exercise price as set forth in the applicable Warrant and (iv) reimburse the lenders for reasonable fees and expenses incurred by them in execution of the Amendment. The Company shall pay a default fee for each of the applicable lender in an amount equal to 5% of the principal balance of the Note held by such lender if the Company fails to pay the outstanding Loan Principal and Interest on the Second Amended Maturity Date. During the year ended December 31, 2020, the Company issued 309,427 19 During the year ended December 31, 2019, 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 $ 355 25 138 192 80 During the year ended December 31, 2020, the management has determined by using the assistance of third-party appraiser that the fair value of the modified loans amounted to $ 697 54 416 4,918 3,751 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) C. During the three months period ended March 31, 2020, the Company entered into certain Convertible Bridge Loan Agreements (the “March 2020 Loan Agreements”), under which the Company obtained an aggregate net cash amount of $ 697 70% The Loan Amount has been originally issued with 30% 299 10% 6 As part of the transaction, the Company also issued 31,236,042 0.10 5 At the earlier of the effective date of Registration Statement as defined in March 2020 Loan Agreements or 6-months period after the Effective Date provided that the Net Principal Amount and Interest were not repaid in cash by the Company, 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 (i) the closing market price on the date of closing and (ii) 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”). 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 March 2020 Loan Agreements. Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 236 461 Furthermore, in subsequent periods, the Note instrument is accounted for using the effective interest method over the term of the loan, until its stated maturity. Due to the Company discrete decision not to repay the loan for cash), the loan become subject to the provisions of ASC 480, “Distinguishing Liabilities and Equity” as it become an obligation that will be settled by issuance of a variable number of shares (stock settle obligation) and as such is measured at fair value through profit or loss (see also Note 2W). Consequently, the Company recorded expenses amounted to $ 1,985 756 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) D. Amendments to March 2020 Loan Agreements: 1. During the three months period ended June 30 2020, the Company entered into amendment to March 2020 Loan Agreements with one of the lenders whereby it was determined to extend the original Maturity Date of applicable Note by another 90-days from the original Maturity Date (the “Amended Maturity Date”) in exchange for (i) waiver of the conversion feature of the applicable Note and accrued Interest prior to the Amended Maturity Date and (ii) issuance of 720,000 2. During the three months period ended June 30 2020, the Company entered into amendment to March 2020 Loan Agreements with the other lenders whereby it was determined to extend the maturity date of applicable Notes by another 90-days from the original Maturity Date (the “Amended Maturity Date”). The amended term were as follows: (i) the conversion feature of the applicable Principal Amount and accrued Interest prior to the Amended Maturity Date was waived by the lenders, but the lenders shall be entitled to conversion only until a reverse split in the Company’s shares, and thereafter will be redeemed at the Nasdaq listing or at the Amended Maturity Date, whichever is first. If a Nasdaq listing occurs prior to the Amended Maturity Date, the Company will redeem the outstanding note. If a Nasdaq listing does not happen by the Amended Maturity Date, the lender will be entitled to convert or request redemption at its option; (ii) the Company will pay in cash to lenders 10% of the outstanding balance of the note within 25 days from the amendment date and 10% of the outstanding balance in equity in consideration for the extension of the loan and (iii) the Third Warrants will be cashless exercised upon the Company listing its ordinary shares on the Nasdaq. Due to elimination of a substantive conversion option, it was determined that the amended terms are substantially different than the original terms and accordingly the modification was accounted for as an extinguishment of the modified loans. Consequently, the original convertible bridge loans were derecognized, the new loans were initially recorded at fair value as current financial liability and the Third Warrant was initially recorded at fair value as an increase of additional paid-in capital. The Company recorded an extinguishment amount of $ 97 E. On April 24, 2020, the Company entered into a Securities Purchase Agreement for issuance of Convertible Redeemable Note (“Note”), under which the Company received net cash of $ 200 20% The Note was issued with 20% 50 8% 12 April 24, 2021 The Lenders are 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 $ 0.08 The Lenders are also entitled to an amount of 1,250,000 five years 0.10 Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 135 65 Furthermore, it was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. The embedded conversion feature was recognized in total amount of $ 127 8 The Company recorded expenses amounted to ($ 60 81 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) F. On June 12, 2020 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement for issuance of Convertible Redeemable Note (“Note”), under which the Company received net cash of $ 50 84% The Note was issued with 20% 12.5 2% June 12, 2021 125% The Lender 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”). The Lenders are also entitled to an amount of 500,000 0.10 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 may be subject to the daily penalty pending of default scenario as described in the Note. Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 61 10 Furthermore, it was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. The embedded conversion feature was recognized in total amount of $ 60 21 The Company recorded expenses amounted to $ 10 9 embedded conversion feature and the discount amortization of the host loan instrument as part of the “finance expenses” line in operations in the accompanying consolidated statement of operations for the year ended December 31, 2020. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) G. On June 15, 2020 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement for issuance of Convertible Redeemable Note (“Note”), under which the Company received net cash of $ 315 The Note was issued with 16 60 2 125 The Lender 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 Sale Event (as defined in the Note), upon the Lender request, the Company shall redeem the Note in cash in an amount equal to 150% of the principal amount, plus accrued but unpaid interest through the redemption date, or at the Lender election, such Lender may convert the unpaid principal amount of the Note and interest into ordinary shares of the Company at the Conversion Price immediately prior to such Sale Event. At the closing date and December 31, 2020, the management considered Sale Event as remotely. 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 may be subject to the daily penalty pending of default scenario as described in the Note. It was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. Upon initial recognition, the management by assistance of third-party appraiser recognized an embedded conversion feature in total amount of $ 374 60 The Company recorded expenses amounted to $ 173 23 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) H. In June and July 2020, the Company entered into a Securities Purchase Agreement for issuance of Convertible Redeemable Note (“Note”), under which the Company received net cash of $ 300 75 The Note was issued with 25% 100 2% December 22, 2020 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. The Lenders are 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 150% of the closing price on the closing date and will be effective for 40 trading days from the closing date. After the initial 40 trading days, the conversion price shall equal to the lower of (i) 60% of the lowest volume weighted average price trading price for the common stock as reported at the market reporting trade prices for the common stock during the 10 trading days immediately prior to conversion, and including, the date of the conversion notice; and (ii) 150% of the closing price on the closing date and the closing price on the effectiveness date of the registration statement, including the day upon which a conversion notice is received by the Company (the “Conversion Price”). 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 may be subject to the daily penalty pending of default scenario as described in the Note. The Note is entitled to a disbursement of shares of 2,000,000 The Lenders are also entitled to an amount of 3,000,000 0.10 Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note, the shares and the detachable warrants in total amount of $ 360 42 51 Furthermore, it was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. The embedded conversion feature was recognized in total amount of $ 359 153 As of December 31, 2020, upon the occurrence of an Event of Default in which the Note was not repaid before or at the Maturity Date (due to the Company discrete decision not to repay the loan for cash), the loan become subject to the provisions of ASC 480, “Distinguishing Liabilities and Equity” as it become an obligation that will be settled by issuance of a variable number of shares (stock settle obligation) and as such is measured at fair value through profit or loss (see also Note 2W). Consequently, the Company recorded expenses amounted to $ 723 359 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) I. In July 2020, the Company entered into a Securities Purchase Agreement with institutional and high net worth investors (the “July 2020 Loan Agreements” and “Lenders”, respectively), under which the Company agreed to issue to the Lenders secured promissory convertible notes in an aggregate principal amount of $ 1,881 1,350 71.8% 2% 6 The Convertible Note may be redeemed at any time at an amount equal to 125% of the outstanding loan principal and unpaid interest. The Lenders may convert the loan principal and accrued interest by 150% of the closing bid price and will be effective for 40 days following the closing date. After the initial 40 days, the conversion price shall equal the lower of (i) 60% of the lowest VMAP trading price for the common stock as reported on the market reporting trade prices for the common stock during 11 trading days immediately prior to the conversion date (including conversion date) or (ii) 150% of the closing bid price on the closing date and (iii) 150% of the closing bid price on the effectiveness date of the Company’s registration statements registering the conversion shares. Upon event of default as defined in the Securities Purchase Agreement, the Lenders may require the Company to redeem all or any portion of the note at the greater of default interest rate of 18% or the maximum rate permitted under applicable law (the “Event of Default Price”) together with liquidated damages of $250 plus an amount in cash equal to 1% of the Event of Default Price for each 30 day period during which redemptions fail to be made. In addition, the Lenders may convert the loan principal and accrued interest by 150% of the closing bid price and will be effective for 40 days following the closing date. After the initial 40 days, the conversion price shall equal the lower of (i) 35% of the lowest VMAP trading price for the common stock as reported on the market reporting trade prices for the common stock during 11 trading days immediately prior to the conversion date (including the conversion date), (ii) 150% of the closing bid price on the closing date and (iii) 150% of the closing bid price on the effectiveness date of the Company’s registration statements registering the conversion shares The Lenders are also entitled to an amount of 10,513,513 0.10 The Company also entered into a Security Agreement with one of the lenders under which the Company granted a security interest to the lender in all equipment now existing or hereafter arising or acquired (see also Note 11K). The Company also issued the Lenders an amount of 7,333,333 2,000,000 Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note, the shares and the detachable warrants in total amount of $ 1,710 230 237 Furthermore, it was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. The embedded conversion feature was recognized in total amount of $ 1,708 826 The Company recorded expenses amounted to ($ 66 1,543 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) J. On August 21, 2020, the Company entered into a Securities Purchase Agreement for issuance of Convertible Promissory Note (“Note”), under which the Company received net cash of $ 175 30% The Note was issued with 25% 75 10% November 21, 2020 The Lender at its sole option, may convert the outstanding Principal Amount of the Note, or any portion of the Principal Amount hereof, and any accrued interest, in whole or in part, into shares of the common stock of the Company. 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) 60% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock as reported on the market during the 11 trading days immediately prior to but not including the date of conversion (“Conversion Price”). In addition, the Lender must convert any outstanding balances due under the Note within 15 days if, (a) the Company successfully uplists its common stock to trade on the Nasdaq stock exchange, and (2) there is an effective registration statement on file with the Securities and Exchange Commission that includes a registration of the common stock underlying the Note. The Company agrees to reimburse the Lender’s certificate processing cost by adding $ 1.5 Upon the occurrence of an Event of Default (as defined in the Note), there shall be a default charge equal to 30% of the sum of any unpaid principal plus any interest accrued as of the default date. In the event that Lender at its sole discretion elects to allow the Company to continue with repayment of the principal and interest on the Note after an Event of Default, the interest rate on the unpaid principal of the Note will be change to 18% or the highest interest rate currently allowable under Nevada law for loans of the above amount (the “Default Interest Rate”). TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) The Lender is also entitled to an amount of 8,000,000 0.10 Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 267 123 Furthermore, it was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. The embedded conversion feature was recognized in total amount of $ 266 215 As of December 31, 2020, upon the occurrence of an Event of Default in which the Note was not repaid before or at the Maturity Date (due to the Company discrete decision not to repay the loan for cash), the loan become subject to the provisions of ASC 480, “Distinguishing Liabilities and Equity” as it become an obligation that will be settled by issuance of a variable number of shares (stock settle obligation) and as such is measured at fair value through profit or loss (see also Note 2W). Consequently, the Company recorded expenses amounted to $ 463 266 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) K. Amendments to July 2020 Loan Agreement: On November 4, 2020 (the “Effective Date”), the Company entered into amendment to July 2020 Loan Agreement with the one of its lenders, under which it was determined to as follows: (i) the lender consented the Company entering into the Secured Convertible Equipment Loan Agreements (see also Note 8A above); (ii) the lender subordinated its security interest in the four Liquid Handler Machines to the security interest that will be granted by the Company to the lender parties under the Secured Convertible Equipment Loan Agreements (see also Note 8H above); (iii) the lender waived the Registration Statement Events of Default (with respect to the Registration Statement Event of Default, the Company shall be granted an extension of 60 days from the Effective Date to cause the Registration Statement registering for resale the ordinary shares of the Company held by lender to be declared effective); (iv) the lender waived its rights under the most favored nation clause only with respect to the Secured Convertible Equipment Loan Agreements and only under the condition that other creditors of the Company also waive their rights under any most favored nation clauses they may be otherwise entitle to with respect to the Secured Convertible Equipment Loan Agreements and (v) the Note shall be amended as follows: (i) the Conversion Price shall in no event be greater than $0.05; (ii) an amount equal to 25% of the total outstanding amount due under the Note shall be added to the Principal amount and (iii) an additional 2.5 The management has determined by using the assistance of third-party appraiser that the fair value of the modified loans amounted to $ 1,434 115 1,100 449 L. On December 31, 2020 (the “Effective Date”), the Company entered into Secured Convertible Equipment Loan Agreement with a private lender (the “Lender”), under which at the Effective Date and for the purpose for purchasing two Liquid Handler Machines (the “Collateral”) to be placed in the laboratory of a Company’s client, the Company will receive from the Lender a net cash amount of $ 450 40% 300 750 In addition, under the terms of the Secured Convertible Equipment Loan Agreement, the Lender will be entitled to receive a royalty at a rate of 12.5% During the initial payback period and up until the earlier of either (a) April 30, 2021, or (b) the aggregate loan amount is paid in full, all royalty payments made to Lender will be counted towards their loan balance. Thereafter, the royalties continue so long as the machines are in use. Through December 31, 2020 the Aggregate Loan Principal Amount has not been received. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 11 - CONVERTIBLE BRIDGE LOANS, NET (Cont.) The following tabular presentation reflects the reconciliation of the carrying amount of the convertible bridge loans, notes and similar instruments during the year ended December 31, 2020 and 2019: SCHEDULE OF CARRYING AMOUNT OF CONVERTIBLE BRIDGE LOANS 2020 2019 As of December 31, 2020 2019 Opening balance $ 3,427 $ - Plus: Net cash consideration received 2,390 - Less: Fair value of derivative liability related to bifurcated embedded conversion feature (2,893 ) - Less: Fair value of detachable instruments accounted for as equity component (758 ) - Plus: Changes in terms of straight loans to convertible loans 1,185 1,796 Less: Partial conversion of convertible bridge loans into equity (4,639 ) (336 ) Less: Modification of convertible bridge loans transactions (3,375 ) (355 ) Plus: Amortization of discounts and accrued interest expenses 1,655 - Plus: Change in fair value of convertible bridge loans 8,973 2,322 Closing balance $ 5,965 $ 3,427 Commencing the initial recognition date through December 31, 2019, Principal Amount and unpaid Interest in total amount of $ 336 1,811,864 60 During the year ended December 31, 2020, Principal Amount and unpaid Interest in total amount of $ 4,639 64,630,113 651 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
DERIVATIVE WARRANTS LIABILITY
DERIVATIVE WARRANTS LIABILITY | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE WARRANTS LIABILITY | NOTE 12 - DERIVATIVE WARRANTS LIABILITY A. Warrants granted to investors through private placement transactions The Company allocated approximately $ 20 244 168 600,000 4,518,406 3,106,000 B. Warrants granted to lenders and placement agent through Convertible Bridge Loans transactions The Company allocated approximately $ 205 79 247 741 C. The remaining outstanding warrants and terms as of December 31, 2020 and 2019 is as follows: SCHEDULE OF OUTSTANDING WARRANTS AND TERMS Issuance date Outstanding as of December 31, 2019 Outstanding as of December 31, 2020 Exercise Exercisable as of Exercisable Through Series (2015) 1,502,500 1,502,500 $ 0.5 1,502,500 April 2021 Series (2016) 375,000 375,000 $ 0.5 375,000 March 2022 Series (2018) 600,000 600,000 $ 0.125 600,000 November 2021 2019 warrants - (*) - (*) - (*) - - 2,477,500 2,477,500 2,477,500 (*) The number of shares to be issued upon the exercise of derivative liabilities related to warrants instruments has not been determined as such warrants provide the Lenders with 25 20,896,789 3,351,586 (**) The exercise period is three years from the date of the determination of the exercise price. 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. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 12 - DERIVATIVE WARRANTS LIABILITY (CONT.) D. The following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31, 2020 and 2019: SCHEDULE OF VALUATION OF THE DERIVATIVE WARRANT LIABILITIES As of As of Series (2015) Series (2016) Series (2018) Series (2015) Series (2016) Series (2018) Share price (U.S. dollars) $ 0.075 $ 0.075 $ 0.075 $ 0.04 $ 0.04 $ 0.04 Exercise price (U.S. dollars) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.125 Expected volatility 144.63 % 209.19 % 238.82 % 109.15 % 122.46 % 102.92 % Risk-free interest rate 0.09 % 0.09 % 0.09 % 1.59 % 1.58 % 1.58 % Dividend yield - - - - - - Expected term (years) 0.35 1.21 0.88 1.35 2.21 1.88 First Warrant Closing Date As of As of Share price (U.S. dollars) $ 0.12 0.26 $ 0.04 $ 0.075 Exercise price (U.S. dollars) $ 0.12 0.26 $ 0.018 $ 0.04 Expected volatility 125.31 129.94 102.55 125.71 105.77 113.53 Risk-free interest rate 1.74 2.56 1.58 1.62 0.11 0.13 Dividend yield - - - Expected term (years) 2.38 1.96 2.99 1.50 1.91 Probability for uplisting 75 % 75 % 75 % SCHEDULE OF WARRANT ACTIVITIES Series (2015) Series (2016) Series (2018) 2019 Warrant Placement Agent Warrant Total Balances at December 31, 2018 $ 6 $ 3 $ 19 $ - $ - $ 28 Granted - - - 205 (***) 79 284 Amount classified to equity upon determination of the exercise price (*) - - - (60 ) - (60 ) Expired - - (**) - - - - (**) Changes in fair value (4 ) - (13 ) 517 - 500 Balances at December 31, 2019 $ 2 $ 3 $ 6 $ 662 $ 79 $ 752 Balances at December 31, 2019 $ 2 $ 3 $ 6 $ 662 $ 79 $ 752 Amount classified to equity upon determination of the exercise price (*) - - - (651 ) - (651 ) Modification of convertible bridge loans transactions - - - (727 ) - (727 ) Changes in fair value 9 10 24 884 - 927 Balances at December 31, 2020 $ 11 $ 13 $ 30 $ 168 $ 79 $ 301 (*) Following the partial conversion of certain convertible bridge loans into ordinary shares (see also Note 11), the right that was granted to the lenders to receive a variable number of shares of common stock upon exercise of certain warrants has been lapsed and accordingly the applicable amount was reclassified from non-current financial liability into additional paid-in capital. (**) Representing amount lower than $ 1 (***) The fair value of the Placement Agent Warrant is equal to 8 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
FAIR CALUE OF BIFRUCATED CONVER
FAIR CALUE OF BIFRUCATED CONVERTIBLE FEATURE OF CONVERTIBLE BRIDGE LOANS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR CALUE OF BIFRUCATED CONVERTIBLE FEATURE OF CONVERTIBLE BRIDGE LOANS | NOTE 13 - FAIR CALUE OF BIFRUCATED CONVERTIBLE FEATURE OF CONVERTIBLE BRIDGE LOANS A. The Company allocated approximately $ 2,893 2,500 B. The Company uses the Monte-Carlo Simulation Model to estimate fair value of this convertible component liability. In using this model, the Company makes certain assumptions about risk-free interest rates, expected stock price volatility 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. C. The following table summarizes the observable inputs used in the valuation of the convertible component liability as of the closing date and December 31, 2020: SUMMARY OF OBSERVABLE INPUTS USED IN THE VALUATION OF THE CONVERTIBLE COMPONENT LIABILITY Closing Date As of Share price (U.S. dollars) $ 0.051 0.125 $ 0.075 Expected volatility 95.92 127.53 128.3 131.5 Risk-free interest rate 0.10 0.18 0.08 0.14 SUMMARY OF FAIR VALUE OF CONVERTIBLE COMPONENT LIABILITY Fair value of bifurcated conversion feature liability Balances as of December 31, 2019 $ - Plus: Recognition at the initial date 2,893 Less: Partial conversion of convertible bridge loans into equity (38 ) Plus: Modification of convertible bridge loans transactions 213 Less: Changes in fair value (568 ) Balances as of December 31, 2020 $ 2,500 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES A. Consulting Agreements 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 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 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. 2. 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 extended 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 0.01 180 In addition, in the event Orot satisfies with a minimum sales milestone of 3,000 products per month, 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 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. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) A. Consulting Agreements (Cont.) 2. Orot Plus Ltd. (Cont.) Moreover, in the event the Company satisfies with following aggregate milestones: (i) signing the Distribution Agreement and (ii) 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 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 September 1, 2019, the Company entered into first supplement to the aforesaid Distribution Agreement with Orot, whereby it was determined that (i) the Preliminary Period will be extended until December 30, 2019 for Romania and until June 30, 2020 for Austria, (ii) the Issued Shares will be equal to the Preliminary Stage Expenses based on updated Preliminary Stage budget of $ 280 180 On October 10, 2019, the Company entered into second 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 20 30 10 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 39 219 On January 13, 2020, number of 3,600,000 See also Note 14D3, for more information regarding lawsuit of Orot against the Company. 3. Orion Capital Advisors, LLC A. On May 16, 2019 (the “Effective Date”), the Company entered into Business Development Agreement with Orion Capital Advisors, LLC (“Orion Capital”) whereby Orion Capital will provide business development service to the Company which include inter alia (i) review and advice concerning the technical design of existing and planned products or services; (ii) business development assistance including terms of possible transactions and suggestions during negotiations; (iii) sales assistance through the development of business models and sales strategy; (iv) advice regarding financing, review of proposed term sheets, capitalization planning and, where appropriate, participation in negotiations; (v) strategic consulting regarding product planning, market development, marketing and public relations; (vi) consulting on corporate structure, employee stock option structure, warrant arrangements and intellectual property planning; (vii) introductions to potential strategic partners and other alliance candidates; (viii) introductions to prospective customers for the Company’s products or services. The Business Development Agreement term commenced on the Effective Date through August 16, 2019. Upon execution of the Business Development Agreement, the Company issued 500,000 0.01 115 0.23 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) A. Consulting Agreements (Cont.) 3. Orion Capital Advisors, LLC (Cont.) B. On February 10, 2020, the Company entered into new Business Development Agreement with Orion Capital whereby Orion Capital will extend the aforesaid service over a term commenced on February 10, 2020 and shall continue through August 10, 2020. Upon execution of the new Business Development Agreement, the Company has a commitment to issue 2,500,000 0.01 100 0.04 2,500,000 4. 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 Consulting Agreement commenced on the Effective Date and continue in effect until terminated. During the years ended December 31, 2020 and 2019, the Company recorded stock-based compensation expenses in total amount of $ 60 12 1,599,499 0.01 5. 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 0.01 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 $ 70 500,000 0.01 0.14 6. Al and J Media Inc. A. On March 28, 2019, the Company entered into Media Advertising Agreement with Al and J Media Inc. (the “Al and J”) whereby the Al and J will introduce the Company to potential sources of media, marketing agreements and/or other strategic alliances which may benefit the Company in the performance of implementing its business plans, including but not limited to radio and television media spots; various media publications; and internet podcasts (the “Service”). In consideration for perform of such Services, the Company agreed to pay the Consultant an amount of $ 145 3,000,000 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 $ 565 420 3,000,000 0.01 0.14 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) A. Consulting Agreements (Cont.) 6. Al and J Media Inc. (Cont.) B. On June 5, 2020, the Company entered into Media Advertising Agreement with Al and J Media Inc. (the “Al and J”) whereby the Al and J will introduce the Company to potential sources of media, marketing agreements and/or other strategic alliances which may benefit the Company in the performance of implementing its business plans, including but not limited to radio and television media spots; various media publications; and internet podcasts (the “Service”). In consideration for perform of such Services, the Company agreed to pay Al and J per invoice-based and to issue 3,000,000 The Media Advertising Agreement term commenced on June 5, 2020 and will continue until completion which is generally expected to be 180 days through Service completion. The Media Advertising Agreement will automatically renew every 180 days unless the Company provides written notice prior to the end of the then current 180 term. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 360 0.06 On March 15, 2021, the Company issued 3,000,000 7. First Choice International Company, Inc. A. 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 (i) 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 50 500,000 0.01 0.10 In addition, it was determined that upon achievement of certain milestones (the “Performance Milestones”) an additional 1,000,000 100 0.10 B. On February 6, 2020, the Company and First Choice entered into first amendment of the Consulting Agreement under which it was agreed that the Term of the Consulting Agreement was extended until and including June 30, 2020 (the “Expected Term”) and the Company shall immediately and irrevocably issue to Consultant 1,000,000 On February 6, 2020, the Company issued the Additional Shares to First Choice and recorded stock-based compensation expenses in total amount of $ 30 0.3 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) 8. Financial Buzz Media Networks LLC A. 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 0.01 750 0.15 The PR and Media Service Provider Agreement term is for a period of 4 B. On June 8, 2020, the Company entered into new PR and Media Service Provider Agreement with Financial Buzz, whereby the aforesaid media and PR marketing services will be extended over a period of 6 months commenced on June 8, 2020. 5,000,000 0.01 450 0.19 During the year ended December 31, 2020, the Company has an obligation to issue the aforesaid 10,000,000 1,200 0.12 2,500,000 5,000,000 9. 3D Biomedicine Science and Technology Co. Limited On March 16, 2020 (the “Effective Date”), Todos Medical USA entered into Distribution Agreement with 3D Biomedicine Science and Technology Co. Limited (“3DMed”), whereby at the Effective Date 3DMed appointed Todos Medical USA as its non-exclusive agent for importing, marketing and distributing of the 3DMed’s products which include physician kits, lab kits and any other kits that may be used in the process of analyzing and diagnostic swab samples (the “Products”) in specific countries (the “Territories”). The Distribution 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 Distribution 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 Distribution Agreement, under which the Company will be committed to minimum purchase quantities of the Products according to the supply price as defined in the Distribution Agreement. In consideration for the reduced supply price that the Company will be entitled to under the Distribution Agreement, the Company will issue to 3DMed restricted ordinary shares at the end of the Validation Stage upon successful completion of the Validation based on value of $ 250 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) 10. Provista Diagnostics, Inc. On April 2, 2020 (the “Effective Date”), the Company entered into Consulting Agreement with Provista Diagnostics, Inc. (“Provista”), whereby at Provista will be responsible for test validation and commercialization activities related to the distribution and sample processing of COVID-19 tests. This will include ensuring that all CLIA/CAP and FDA requirements are met prior to commencement of commercial activities. The Company will be responsible for covering all costs and expenses related to these activities. In addition, the Company will pay a monthly amount of $ 50 The Consulting Agreement is contingent upon the Company exercising the Call Option Extension pursuant to the Option Agreement (see also Note 14C7). The services under the Consulting Agreement will commence on April 1, 2020 and will continue until the earlier to occur of: (i) April 1, 2021, or (ii) earlier termination. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 1,092 11. Andrew Blumenthal On May 23, 2020, the Company entered into Consulting Agreement with Andrew Blumenthal (“Andrew”) whereby Andrew will provide service to the Company in connection with entering into contracts with third parties for sales and or sub distribution agreements whereby Company will provide testing and treatment products related to COVID-19 (the “Service”). For fulfillment of Andrew’s duties under the Consulting Agreement, Andrew will receive compensation as follows: A. Monthly retainer of $ 15 B. Issuance of 2,500,000 0.01 1. 900,000 vested in 100,000 monthly increments over nine months commencing with the execution of the Consulting Agreement. 2. 400,000 1,000 4 C. 25 D. For every month that Andrew is engaged with the Company, up to maximum of 6-months period, Andrew shall be granted one month of severance consulting fee posts termination equal to Monthly Retainer. The Consulting Agreement term commenced on May 6, 2020 and will continue until the earlier to occur of: (i) March 25, 2021, or (ii) termination as described in the Consulting Agreement. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 159 47 0.067 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) A. Consulting Agreements (Cont.) 12. Singh Global LLC On May 23, 2020, the Company entered into Consulting Agreement with Singh Global LLC (“Singh”) whereby Singh will provide service to the Company in connection with entering into contracts with third parties for sales and or sub distribution agreements whereby the Company will provide Testing and Treatment products related to COVID-19 (the “Service”). For fulfillment of its duties under the Consulting Agreement, Singh will receive compensation as follows: A. Monthly retainer of $ 15 B. Issuance of 2,500,000 0.01 1. 900,000 vested in 100,000 monthly increments over nine months commencing with the execution of the Consulting Agreement. 2. 400,000 1,000 4 C. 25 The Consulting Agreement term commenced on May 6, 2020 and will continue until the earlier to occur of: (i) March 25, 2021, or (ii) termination as described in the Consulting Agreement. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 139 49 0.07 13. Priyanka Misra On June 22, 2020, the Company entered into Consulting Agreement with Priyanka Misra (“Priyanka”) whereby Priyanka will provide service to the Company which include inter alia (i) implementing salesforce and sale surveillance strategies; (ii) develop and implement a methodology to track sales and strategic relationship opportunities; (iii) investor relations (the “Service”). For fulfillment of its duties under the Consulting Agreement, Priyanka will receive compensation as follows: A. Monthly draw of $ 15 B. 25 C. Issuance of 1,250,000 0.01 1. 250,000 vested upon completion of salesforce implementation or equipment CRM. 2. 250,000 1,000 4 (together referring herein as “Performance Condition”). The Consulting Agreement term commenced on June 22, 2020 and will continue until the earlier to occur of: (i) June 23, 2021, or (ii) termination as described in the Consulting Agreement. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 104 14 0.057 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) A. Consulting Agreements (Cont.) 14. CN Capital LLC On June 23, 2020, the Company entered into Consulting Agreement with CN Capital LLC (“CN Capital”) whereby CN Capital will provide service to the Company in connection with implementing salesforce and sales surveillance strategies and implementing personal protective equipment sales pipelines management (the “Service”). For fulfillment of its duties under the Consulting Agreement, CN Capital will receive compensation as follows: A. Monthly retainer of $ 10 B. Issuance of 1,000,000 0.01 C. 3 The Consulting Agreement term commenced on June 23, 2020 and will continue until the earlier to occur of: (i) June 24, 2021, or (ii) termination as described in the Consulting Agreement. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 67 27 0.054 On February 17, 2021, the Company issued 1,000,000 15. Leomics Associates On July 23, 2020, the Company entered into Consulting Agreement with Leomics Associates (“Leomics”) whereby Leomics will provide worldwide service to the Company which include inter alia (i) identify and introduce to the Company potential US customers for its CLIA lab services in Atlanta; (ii) working as development business agent targeting the US and global market to bring clients for Covid related products; (iii) provide guidance and assistance with the clinical validation, reimbursement, and market penetration of the Company’s current pipeline of products in Breast Cancer and Alzheimer’s contribute to development and optimization of all marketing materials; (iv) provide the Company with a strategic development plan focused in corporate growth; (v) assistance in raising funds (the “Service”). For fulfillment of its duties under the Consulting Agreement, Leomics will receive compensation as follows: A. Annual fee amount of $ 250 B. Additional expenses of $ 25 C. Issuance of 1,000,000 fully vested ordinary shares of the Company par value NIS 0.01 per share within 5 days of the execution of the Consulting Agreement. D. Travel related expenses, when applicable. The Consulting Agreement term commenced on June 22, 2020 and will continue until the earlier to occur of: (i) July 23, 2021, or (ii) termination as described in the Consulting Agreement. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 173 44 0.095 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) A. Consulting Agreements (Cont.) 16. Expansion Medical LLC On August 25, 2020, the Company entered into Consulting Agreement with Expansion Medical LLC (“Expansion”), who has a sales force with an expertise in selling diagnostic equipment, repairing diagnostic equipment and selling diagnostic tests to existing medical laboratories (“Representative”), whereby Expansion will provide worldwide service to the Company which include inter alia (i) procuring and managing a salesforce to external laboratories, managing sales processes to external laboratories; (ii) managing of the sales processes; (iii) assistance in gaining regulatory approval in international markets; (iv) contribute to development and optimization of all marketing materials; (v) coordinate engineering repairs to Corona Diagnostic, LLC products to be performed by the Company; (vi) assistance in installation of Corona Diagnostic, LLC equipment to be performed by the Company; (vii) assistance with respect to the service maintenance and repairs of Corona Diagnostic, LLC equipment (the “Service”). For fulfillment of its duties under the Consulting Agreement, Expansion will receive compensation as follows: A. Non-refundable monthly draw of $ 50 B. 30% of monthly operating profits generated by all sales representatives working under Expansion, to be calculated as the value of gross sales received minus cost of goods sold (including shipping, accounting and bookkeeping expenses and sales commission paid to Expansion’s sales force, less the Monthly Draw. In addition, representative is entitled to additional 10% override based on commission as described in the Consulting Agreement for each member of Representative sales ream they refer to the Company or Consultant. Moreover, each month the Representative shall receive a fixed commission per unit commission as described in the Consulting Agreement for laboratory supplies (together referring herein as “Commission Fees”). C. Upon reaching a cumulative net sales milestone (gross sales generated by Expansion minus shipping and promotional discounts) ranged between $ 5,000 500,000 75,000 2,000,000 400 6,000 D. Monthly bonus which is equals of 5 The Consulting Agreement term commenced on the Consulting Agreement execution date until termination. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 112 17. AID Genomics On September 15, 2020, one of the Company’s U.S. subsidiary, Corona Diagnostic, entered into Memorandum of Understanding (MOU) with AID Genomics (“AID”) in order to establish the basis for a partnership under which Corona Diagnostic and AID will utilize complimentary services for the purpose of providing advanced PCR testing solutions for SAR-nCO V-2. The MOU shall be an exclusive agreement whereby the below alternatives have been agreed: A. AID will assist Corona Diagnostic with financing CAPEX for equipment including liquid handlers and PCR in exchange for 50 B. AID will be the implementation partner where Corona Diagnostic will finance the liquid handlers in exchange for 33 During the year ended December 31, 2020, the Company has no obligation towards AID based on the above MOU. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) B. Finder Fee Agreements 1. AS Iber Israel Ltd. On February 11, 2020 (the “Effective Date”), the Company entered into engagement agreement with AS Iber Israel Ltd (“AS Iber Israel”) whereby AS Iber Israel will render services to the Company concerning (i) equity financing transactions, (ii) debt financing transactions, (iii) one or more business relationships and/or (iv) one or more mergers, acquisitions, strategic alliances and/or joint ventures partners as may be acceptable to and as may be required by the Company (the “Services”) in exchange of the following considerations: A. Success fee equal in amount to 10 10 B. Success fee equal in amount to 7 The Engagement Agreement remains in effect for a period of 24 months following the Effective Date. During the year December 31, 2020, the Company has no obligation for finder fee payment under the aforesaid engagement agreement with AS Iber Israel. 2. 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 7 5 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 During the year December 31, 2020, the Company has no obligation for finder fee payment under the aforesaid engagement agreement with Dawson. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) B. Finder Fee Agreements (Cont.) 3. Zegal and Ross Capital LLC On June 15, 2020, the Company entered into Consulting Agreement with Zegal and Ross Capital LLC (“Zegal and Ross”) whereby Zegal and Ross will provide non-exclusive service to the Company in connection with advising with respect to strategic planning, acquisitions and general business activities (the “Service”). For fulfillment its duties under the Consulting Agreement, Zegal and Ross will receive compensation as follows: A. One-time fee of $ 15 B. Issuance of restricted ordinary shares of the Company equals to value of $ 200 1. Number of shares equals to $ 100 2. Number of shares equals to $ 100 The Consulting Agreement term commenced on June 15, 2020 and will continue until the earlier to occur of: (i) December 31, 2020, or (ii) termination as described in the Consulting Agreement. During the year ended December 31, 2020, the Company recorded expenses in total amount of $ 115 100 0.46 4. Buckman, Buckman and Reid Inc. On October 6, 2020 (the “Effective Date”), the Company entered into finder fee agreement with Buckman, Buckman and Reid Inc (“Buckman and Reid”) whereby Buckman and Reid will render services as non-exclusive finder fee to the Company concerning equity and/or debt financing transactions in exchange of the following considerations: A. Success fee in cash equal at a rate of 8 8 B. Success fee in cash equal at a rate of 4 C. Success fee in cash equal at a rate of 2 D. Upon execution of the finder fee agreement, the Company shall issue 1,000,000 1,000,000 E. Reimbursement for reasonable travel and lodging expenses as determined in the finder fee agreement. The finder fee agreement remains in effect for a period of 6 months following the Effective Date and shall continue unless terminated by either party up to 30 days prior to the end of the term. In exchange for the shares issued by the Company to Buckman and Reid with respect to unsuccessful merger of the Company with the SPAC, during the year ended December 31, 2020, the Company incurred non-cash expenses in total aggregate amount of $ 80 0.08 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.) B. Finder Fee Agreements (Cont.) 5. Aslano Private Limited On October 7, 2020, the Company entered into consulting agreement with Aslano Private Limited (“Aslano”) whereby the Company engages Aslano as its representative for the purpose of sell-side advisory and support, including the introducing, for the purchase of all or part of the shares or assets of a business and/or entities and their related/affiliated entities/businesses (known as the “Prospective Business” of the Client) only to the Potential Buyer or Investor or Financing Party, as introduced by Aslano. Aslano will also advise the Company on the sell-side strategy and approach to be adopted, exit-path and the positioning to maximize the objectives of the Company. For any Potential Buyer or Investor or Financing Party prospected by Aslano under the consulting agreement whose identities were disclosed to Client by Aslano during the term of the consulting agreement and with whom one or more transactions with Potential Buyer or Investor or Financing Party concluded by Client, Aslano shall receive a success fee equal to 8 In the event of a stock swap with a potential investor introduced by Aslano, Aslano shall receive a success fee from the Company in the form of the Company’s common shares rank pari passu with existing common shares, equivalent to 8 The consulting agreement shall be effective upon signatory and shall remain effective for a period of 24 months from the date of signatory. During the year December 31, 2020, the Company has no obligation for finder fee payment under the aforesaid consulting agreement with Aslano. See also Note 24A. 6. Mark Zegal On November 4, 2020, the Company entered into advisors agreement with Mark Zegal (“Mark”) whereby Mark will identify, negotiate and secure equipment fundi |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SHAREHOLDERS’ DEFICIT | NOTE 4 - SHAREHOLDERS’ DEFICIT A. 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. B. On July 26, 2021 the Annual General Meeting of the Company approved: 1. The resolution to amend the Company’s Articles of Association: (a) to authorize the creation of 50,000 5,000,000,000 2. The nomination of additional two external directors to the board of directors of the Company for a period ending on July 26, 2024. 3. The extension for an additional year the authority granted to the Company’s Board of Directors to effect a reverse split of the Company’s ordinary shares (as per resolution of the Company’s Shareholders’ Meeting of May 11, 2020), such that the authority so granted shall extend until July 26, 2022, and to expand such authority to include a reverse split of the Company’s entire share capital share at a ratio within the range from 1-for-2 up to 1-for 500, provided that the Company shall not effect reverse share splits that, in the aggregate, exceed 1-for-500 C. Issuance of Ordinary Shares: 1. In March 2020, the Company entered into subscription agreements with several investors under which the Company raised gross funds in total amount of $ 30 1,500,000 1,339,284 0.10 1,000,000 500,000 0.01 2. On August 4, 2020, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has agreed to purchase from the Company, from time to time, up to $ 10,275 0.01 The Company does not have the right to commence any further sales to Lincoln Park under the Purchase Agreement until all of the conditions thereto that are set forth in the Purchase Agreement, all of which are outside of Lincoln Park’s control, have been satisfied, including, among other things, the Registration Statement being declared effective by the SEC (the date on which all such conditions are satisfied, the “Commencement Date”). From and after the Commencement Date, under the Purchase Agreement, on any business day selected by the Company on which the closing sale price of the Company’s Ordinary Shares exceeds $0.02, the Company may direct Lincoln Park to purchase up to 500,000 Ordinary Shares on the applicable purchase date (a “Regular Purchase”), which maximum number of shares may be increased to certain higher amounts up to a maximum of 1,000,000 Ordinary Shares, if the market price of our Ordinary Shares at the time of the Regular Purchase equals or exceeds $0.13 (such share and dollar amounts subject to proportionate adjustments for stock splits, recapitalizations and other similar transactions as set forth in the Purchase Agreement), provided that Lincoln Park’s purchase obligation under any single Regular Purchase shall not exceed $500 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 4 - SHAREHOLDERS’ DEFICIT (Cont.) The purchase price of Ordinary Shares the Company may elect to sell to Lincoln Park under the Purchase Agreement in a Regular Purchase, if any, will be based on 95% of the lower of: (i) the lowest sale price on the purchase date for such Regular Purchase and (ii) the arithmetic average of the three lowest closing sale prices for an Ordinary Share during the 15 consecutive business days ending on the business day immediately preceding such purchase date for such Regular Purchase In addition to regular purchases, the Company may also direct Lincoln Park to purchase other amounts of the Company’s Ordinary Shares in “accelerated purchases” and in “additional accelerated purchases” under the terms set forth in the Purchase Agreement. In connection with the Purchase Agreement, the Company issued 5,812,500 Ordinary shares to Lincoln Park as a commitment fee of $ 482 which is recorded as prepaid expenses which are amortized in accordance with the Equity Line utilization. During the periods of three and nine months ended September 30, 2021, the Company recorded amortization expenses amounting to $ 0 and $ 12 , respectively, as part of “Finance Expenses” line in operations in the accompanying consolidated statement of operations. As of September 30, 2021, the balance of those prepaid expenses was $ 361 . During the year ended December 31, 2020 and the period of nine months ended September 30, 2021, the Company sold 32,747,579 5,229,809 2,339 255 3. During the period of nine months ended September 30, 2021, Principal Amount and unpaid Interest in total amount of $ 4,423 427,964,317 2,000,000 0.01 4. During the period of nine months ended September 30, 2021, one of the Company’s Secured Convertible Equipment Loan Agreement was entered into default scenario as result of lapse of the original maturity date, as defined. Consequently, 20,000,000 0.01 870 5. During the period of nine months ended September 30, 2021, the Company entered into several service agreements with certain service providers, whereby the Company issued 14,921,053 0.01 44 31 | NOTE 15 - SHAREHOLDERS’ DEFICIT A. 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. B. Issuance of Ordinary Shares: 1. 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 722,500 361 37 2. On August 15, 2018, a certain consultant converted 620,521 0.01 3. On November 18, 2018, the Company signed a share purchase agreement with an investor for $ 100 800,000 0.01 600,000 3 0.125 5 20 4. During the year ended December 31, 2019, the Company signed a share purchase agreement with certain new investors for $ 295 2,950,000 0.01 0.10 5. On April 14, 2019 (“Commitment Date”), the Company’s compensation Committee approved the issuance of 300,000 0.01 60 0.2 6. 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 On July 17, 2019, the Board of Directors approved the conversion of up to $ 100 0.10 1,000,000 125,000 0.01 12.5 7. 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 0.01 420 335 0.15 8. Commencing the initial recognition date through December 31, 2019, Principal Amount and unpaid Interest in total amount of $ 336 1,811,864 9. In March 2020, the Company entered into subscription agreements with several investors under which the Company raised gross funds in total amount of $ 30 1,500,000 1,339,284 0.10 1,000,000 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 15 - SHAREHOLDERS’ DEFICIT (Cont.) B. Issuance of Ordinary Shares (Cont.): 10. 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 5,000,000 0.02 345 0.069 245 11. On May 10, 2020, the Company entered into Loan Conversion Agreement (the “Agreement”) with certain of its shareholders pursuant to which the Company agreed to convert the outstanding loan amounting to $ 350 8,750,000 0.04 604 0.069 254 12. On December 8, 2020, the Company entered into a settlement agreement with SRK Kronengold Law office (“SRK”) under which the Company agreed to exchange partial amount of the outstanding trade debt of $ 80 800,000 0.09 0.0851 12 13. During the year ended December 31, 2020, the Company entered into several service agreements with certain service providers, whereby the Company issued 14,028,503 0.01 60 390 210 0.54 14. On August 4, 2020, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has agreed to purchase from the Company, from time to time, up to $ 10,275 0.01 The Company does not have the right to commence any further sales to Lincoln Park under the Purchase Agreement until all of the conditions thereto that are set forth in the Purchase Agreement, all of which are outside of Lincoln Park’s control, have been satisfied, including, among other things, the Registration Statement being declared effective by the SEC (the date on which all such conditions are satisfied, the “Commencement Date”). From and after the Commencement Date, under the Purchase Agreement, on any business day selected by the Company on which the closing sale price of the Company’s Ordinary Shares exceeds $0.02, the Company may direct Lincoln Park to purchase up to 500,000 Ordinary Shares on the applicable purchase date (a “Regular Purchase”), which maximum number of shares may be increased to certain higher amounts up to a maximum of 1,000,000 Ordinary Shares, if the market price of our Ordinary Shares at the time of the Regular Purchase equals or exceeds $0.13 (such share and dollar amounts subject to proportionate adjustments for stock splits, recapitalizations and other similar transactions as set forth in the Purchase Agreement), provided that Lincoln Park’s purchase obligation under any single Regular Purchase shall not exceed $500. The purchase price of Ordinary Shares the Company may elect to sell to Lincoln Park under the Purchase Agreement in a Regular Purchase, if any, will be based on 95% of the lower of: (i) the lowest sale price on the purchase date for such Regular Purchase and (ii) the arithmetic average of the three lowest closing sale prices for an Ordinary Share during the 15 consecutive business days ending on the business day immediately preceding such purchase date for such Regular Purchase. In addition to regular purchases, the Company may also direct Lincoln Park to purchase other amounts of the Company’s Ordinary Shares in “accelerated purchases” and in “additional accelerated purchases” under the terms set forth in the Purchase Agreement. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 15 - SHAREHOLDERS’ DEFICIT (Cont.) B. Issuance of Ordinary Shares (Cont.): 14. (Cont.) Lincoln Park has no right to require the Company to sell any Ordinary Shares to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. There are no upper limits on the price per share that Lincoln Park must pay for the Company’s Ordinary Shares that the Company may elect to sell to Lincoln Park pursuant to the Purchase Agreement. In all instances, the Company may not sell Ordinary Shares to Lincoln Park under the Purchase Agreement to the extent that the sale of shares would result in Lincoln Park beneficially owning more than 4.99 There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than our agreement not to enter into any “variable rate” transactions (as defined in the Purchase Agreement) with any third party, subject to certain exceptions set forth in the Purchase Agreement, for the period set forth in the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s Ordinary Shares. Actual sales of Ordinary Shares, if any, to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Ordinary Shares and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The net proceeds to the Company from sales of Ordinary Shares to Lincoln Park under the Purchase Agreement, if any, will depend on the frequency and prices at which the Company sells shares to Lincoln Park under the Purchase Agreement. Any proceeds that we receive from sales of Ordinary Shares to Lincoln Park under the Purchase Agreement will be used for working capital requirements of the Company’s business divisions and for research and development. In addition, in connection with the Registration Rights Agreement, it was determined among other things, that the Company will use its commercially reasonable best efforts to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-1 (the “Registration Statement”) to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), Ordinary Shares that the Company has already issued and sold and may in the future elect to issue and sell to Lincoln Park from time to time from and after the Commencement Date under the Purchase Agreement. On August 11, 2020, the Company filed a registration statements in Form F-1 with respect up to 50,000,000 In connection with the Purchase Agreement, the Company issued 5,812,500 482 372 110 During the year ended December 31, 2020, the Company sold 32,747,579 2,339 15. In December 2020, one of the Company’s lenders partially exercised its warrants into 475,411 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK OPTIONS | NOTE 5 - 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 2,338,838 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 5 - STOCK OPTIONS (Cont.) The following table presents the Company’s stock option activity for employees and directors of the Company during the periods of three and nine months ended September 30, 2021 and 2020: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Unaudited Unaudited Outstanding as of July 1, 2021 2,545,083 0.095 Granted 13,750,000 0.030 Forfeited or expired - Outstanding as of September 30, 2021 16,295,083 0.040 Exercisable as of September 30, 2021 509,017 0.095 Outstanding as of January 1, 2021 3,682,818 0.066 Granted 13,750,000 0.030 Forfeited or expired (1,137,735 ) 0.003 Outstanding as of September 30, 2021 16,295,083 0.040 Outstanding as of July 1, 2020 2,267,571 0.061 Granted 2,545,083 0.095 Forfeited or expired (1,129,836 ) 0.120 Outstanding as of September 30, 2020 3,682,818 0.066 Exercisable as of September 30, 2020 1,137,735 0.003 Outstanding as of January 1, 2020 2,267,571 0.061 Granted 2,545,083 0.095 Forfeited or expired (1,129,836 ) 0.120 Outstanding as of September 30, 2020 3,682,818 0.066 A. On July 29, 2020 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved compensation packages for two officers that include inter alia the Company is obligated to grant of 2,545,083 0.095 5 206 0 0.25 131.9 In addition, as one-time bonus as compensation for uncompensated efforts to the Commitment Date, the Company is obligated to grant fully vested shares equal to $ 275 Moreover, upon consummation of the Company’s planned public offering, 30,000,000 During the period of nine months ended September 30, 2021, the Company recorded stock-based compensation expense amounting to $ 59 B. On July 29, 2020 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved compensation packages for all its members of the Board of Directors that include inter alia grant of restricted stock units equal to aggregate amount of $ 900 3 During the period of nine months ended September 30, 2021, the Company recorded stock-based compensation expense amounting to $ 350 , respectively, as part of “General and Administrative Expenses” line in operations in the accompanying consolidated statement of operations. C. Compensation packages for officers and members of the Board of Directors and its committees 1. On March 10, 2021, the Company’s Compensation Committee of the Board of Directors has approved compensation package for the Company’s Chief Executive Officer that include inter alia (i) based annual salary of $ 400 50 up to 30% cash bonus based on predefined milestones or milestone bonuses in form of Restricted Stock Units ranging of 250,000 up to 2,000,000 common shares, and cash bonus range of $250 up to $1,500 which are based on cumulative volume of sales range from $25,000 up to $100,000 or milestone bonuses in form of Restricted Stock Units in value of $10,000 up to $50,000 which are based on market cap range of $1,000,000 up to $2,000,000 (“Milestone Bonus Fees”) 1.5 8,750,000 50 20,000,000 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 5 - STOCK OPTIONS (Cont.) 2. On March 10, 2021, the Company’s Compensation Committee of the Board of Directors has approved compensation package for the Company’s Chief Financial Officer that include inter alia (i) based annual salary of $ 250 ; (ii) an immediate granting of 50 % of salary in restricted shares for uncompensated efforts to date; (iii) up to 30% cash bonus predefined milestones or milestone bonuses in form of Restricted Stock Units range of 50,000 up to 200,000 and cash bonus range of $75 up to $300 which are based on cumulative volume of sales range of $25,000 up to $100,000 (“Milestone Bonus Fees”) ; (iv) 0.5 % of gross margin for the calendar year 2020 based on Board approval of the Company’s 2020 Financial Statements (“One-Time Bonus”); (v) grant of 5,000,000 stock options to purchase the same number of shares, vesting quarterly over the course of five years and (vi) 50% 10,000,000 restricted shares upon consummation of the Company’s planned public offering (“Uplist Fees”). 3. On March 10, 2021, the Company’s Compensation Committee of the Board of Directors has approved compensation package for the Company’s members of the Board of Directors and its committees that include inter alia (i) each board member will receive $ 65 150 65 150 71 On July 26, 2021 the Annual General Meeting of the Company approved the Compensation packages for officers and members of the Board of Directors and its committees as detailed above. As of September 30, 2021, the aggregate intrinsic value for the stock options outstanding and exercisable according to $ 0.04 price per share is $ 0 , with a weighted average remaining contractual life of 4.7 years. Stock-based compensation expenses incurred for employees (and directors) and non-employees for the period of nine months ended September 30, 2021, amounted to $ 558 As of September 30, 2021, the aggregate accrual for officers and members of the board and its committees in connection with salary and other benefits, amounted to $1,515 and is included in Other Current liabilities in the balance sheet. | NOTE 16 - 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 2,338,838 The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2020 and 2019: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2018 1,758,316 0.003 Granted (A) 1,129,836 0.120 Forfeited or expired (620,581 ) 0.003 Outstanding as of December 31, 2019 2,267,571 0.061 Exercisable as of December 31, 2019 1,879,705 0.073 Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2019 2,267,571 0.061 Granted (B) 2,545,083 0.095 Forfeited or expired (1,129,836 ) 0.120 Outstanding as of December 31, 2020 3,682,818 0.66 Exercisable as of December 31, 2020 877,122 0.160 A. 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. 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 1,129,836 208 0% 2.54% 125.2% TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 16 - STOCK OPTIONS (Cont.) B. On July 29, 2020 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved compensation packages for two officers that include inter alia the Company is obligated to grant of 2,545,083 0.095 5 206 0% 0.25% 131.9% 56 In addition, as one-time bonus as compensation for uncompensated efforts to date, the Company is obligated to grant fully vested shares equal to $ 275 Moreover, upon consummation of the Company’s planned public offering the Company will grant 30,000,000 For the year ended December 31, 2020, the Company recorded stock-based compensation expense amounting to $ 331 C. On July 29, 2020 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved compensation packages for all its members of the Board of Directors that include inter alia grant of restricted stock units equal to aggregate amount of $ 900 3 For the year ended December 31, 2020, the Company recorded stock-based compensation expense amounting to $ 349 As of December 31, 2020, the aggregate intrinsic value for the stock options outstanding and exercisable according to $ 0.075 82 54 4.58 Stock-based compensation expenses incurred for employees (and directors) and non-employees for the years ended December 31, 2020 and 2019, amounted to $ 2,612 2,556 1,253 1,045 |
COST OF REVENUES
COST OF REVENUES | 12 Months Ended |
Dec. 31, 2020 | |
Cost Of Revenues | |
COST OF REVENUES | NOTE 17 - COST OF REVENUES SCHEDULE OF COST OF REVENUES 2020 2019 Year ended December 31 2020 2019 Materials and other costs $ 3,418 $ - Freights and customs 332 - Depreciation 68 - Cost of revenues $ 3,818 $ - TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 18 - RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Year ended December 31 2020 2019 Salaries and related expenses $ 27 $ 292 Stock-based compensation (Note 14A2 and Note 14A4) 60 231 Professional fees 47 66 IPR&D acquired as part of asset acquisition (Note 4A3) 8,157 - Laboratory and materials 1,535 35 Patent expenses - 51 Rent and maintenance 6 33 Liability for minimum royalty expenses (Note 9B) - - Depreciation 28 30 Insurance and others 3 18 $ 9,863 $ 756 |
SALES AND MARKETING EXPENSES
SALES AND MARKETING EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Sales And Marketing Expenses | |
SALES AND MARKETING EXPENSES | NOTE 19 - SALES AND MARKETING EXPENSES SCHEDULE OF SALES AND MARKETING EXPENSES Year ended December 31 2020 2019 Stock-based compensation (Note 6, Note 8 and Notes 11-14) $ 1,517 $ 420 Professional fees 1,541 247 $ 3,058 $ 667 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 20 - GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2020 2019 Salaries and related expenses $ 167 $ 326 Stock-based compensation (Note 3, Note 5, Note 7A, Notes 14B3-14B4), Note 15B5 and Notes 16B-C) 1,034 603 Communication and investor relations 44 107 Professional fees 1,412 943 Insurance and other expenses 72 114 $ 2,729 $ 2,093 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
FINANCING EXPENSES, NET
FINANCING EXPENSES, NET | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FINANCING EXPENSES, NET | NOTE 6 - FINANCING EXPENSES, NET SCHEDULE OF FINANCING EXPENSES 2021 2020 2021 2020 Nine months period ended September 30, Three months period ended 2021 2020 2021 2020 Unaudited Unaudited Unaudited Unaudited Modification of terms relating to straight loan transaction $ 88 $ - $ - $ - Modification of terms relating to convertible bridge loans transactions - (3,495 ) - (7,334 ) Exchange differences relating to loans from shareholders - 40 - (43 ) Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions 415 415 Issuance of shares as a settlement in excess of the carrying amount of financial liabilities - 1,234 - 734 Amortization of discounts and accrued interest on convertible bridge loans 18,080 8,393 4,432 10,896 Amortization of discounts and accrued interest on straight loans 2,290 - 1,637 - Change in fair value of derivative warrants liability and fair value of warrants expired (299 ) - (5 ) - Change in fair value of liability related to conversion feature of convertible bridge loans (3,777 ) - 530 - Issuance of shares as call options to acquire potential acquire - 3,000 - 1,000 Settlement in cash of prepayment obligation related to convertible bridge loan 182 182 Interest and related royalties under receivables financing facility 546 633 495 633 Amortization of prepaid expenses related to commitment shares in connection with receivables financing facility and equity line 293 61 293 - Exchange rate differences and other finance expenses 250 1,094 (689 ) 754 Financing (income) expenses, net $ 17,360 $ 11,375 $ 6,875 $ 7,055 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) | NOTE 21 - FINANCING EXPENSES, NET SCHEDULE OF FINANCING EXPENSES 2020 2019 Year ended December 31 2020 2019 Change in fair value of warrants liability and warrants expired (Note 12) $ 927 $ 500 Change in fair value of convertible bridge loans following the Maturity Date (Note 11) 8,973 2,322 Change in fair value of liability related to conversion feature of convertible bridge loans (Note 13) (568 ) - Loss from extinguishment of loans from shareholders (Note 10) - 1,423 Direct and incremental issuance costs allocated to First Warrant (Note 11A) - 22 Amortization of discounts and accrued interest on straight loans (Note 8) 1,170 959 Amortization of discounts and accrued interest on convertible bridge loans (prior to Maturity Date) (Note 11) 1,655 - Change in terms relating to convertible bridge loans transactions (Note 11) (3,375 ) - Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions 170 - Issuance of shares as call options to acquire potential acquiree (Note 14C) 3,000 - Change in liability to minimum royalties (Note 14C1) 53 50 Issuance of shares as a settlement in excess of the carrying amount of financial liabilities (Notes 15B10-15B12) 487 - Interest and related royalties under receivables financing facility (Note 7) 1,006 - Amortization of prepaid expenses related to commitment shares in connection with receivables financing facility and equity line (Note 7 and Note 14B15) 144 - Modification of terms relating to straight loan transaction Exchange differences relating to loans from shareholders Change in fair value of derivative warrants liability and fair value of warrants expired Settlement in cash of prepayment obligation related to convertible bridge loan Exchange rate differences and other finance income (expenses) 670 57 Financing (income) expenses, net $ 14,312 $ 5,333 |
TAXES ON INCOME
TAXES ON INCOME | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
TAXES ON INCOME | NOTE 7 - TAXES ON INCOME A. 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 SCHEDULE OF DEFERRED TAX ASSETS September 30, As of Composition of deferred tax assets: 2021 Net operating loss carry-forward $ 3,880 Deferred tax liability in respect of Share Purchase Agreement (see note 1B) (315 ) Valuation allowance (3,880 ) Net deferred tax liabilities $ (315 ) 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 as of September 30,2021 and December 31, 2020. B. For the nine months ended September 30, 2021, the following table reconciles the statutory income tax rate to the effective income tax rate: SCHEDULE OF RECONCILE THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE 2021 Nine months ended September 30, 2021 Unaudited Tax rate 23 % Tax expense (benefit) at statutory rate $ (5,647 ) Tax rate differential (31 ) Permanent differences with respect to stock-based compensation 130 Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans 3,815 Change in temporary differences 1,733 Income tax expense (benefit) $ - TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) | NOTE 22 - TAXES ON INCOME A. Israeli taxation: Taxable income of the Company is subject to the Israeli corporate tax at the rate of 23%. As of December 31, 2020, the Company has carried forward losses for Israeli income tax purposes of approximately $ 8 The Company has final (considered final) tax assessments through the 2014 tax year. B. U.S. subsidiaries: The U.S. subsidiaries are taxed under United States federal and state tax rules. Income tax is calculated based on a U.S. federal tax rate of 21% The U.S. subsidiaries estimated federal tax loss carryforward amounted to $ 822 The U.S. subsidiaries have not received final tax assessments since incorporation. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 22 - TAXES ON INCOME C. 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: SCHEDULE OF DEFERRED TAX ASSETS 2020 2019 As of December 31 Composition of deferred tax assets: 2020 2019 Net operating loss carry-forward $ 2,661 $ 1,585 Research and development credits 104 112 Deferred revenues 177 - Others 75 9 Net deferred tax asset before deferred tax liabilities and valuation allowance 3,017 1,706 Composition of deferred tax liabilities: Prepaids 88 - Depreciation costs 407 - Net deferred tax asset before valuation allowance 2,522 1,706 Valuation allowance (2,522 ) (1,706 ) Net deferred tax assets $ - $ - 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 as of December 31, 2020 and 2019. E. For the years ended December 31, 2020 and 2019, the following table reconciles the statutory income tax rate to the effective income tax rate: SCHEDULE OF RECONCILE THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE Year Ended December 31, 2020 2019 Tax rate 23 % 23 % Tax expense (benefit) at statutory rate $ (6,572 ) $ (2,054 ) Tax rate differential 45 - Permanent differences with respect to stock-based compensation 594 639 Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans 2,738 858 Permanent differences with respect to call option to acquire potential acquiree 731 - Permanent differences with respect to IPR&D acquired 1,925 - Change in temporary differences (437 ) 111 Others - 2 Loss carryforwards 976 444 Income tax expense (benefit) $ - $ - TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | NOTE 8 – SEGMENT REPORTING A. General information Commencing 2020, the operations of the Company are conducted through three different core activities: Breast Cancer Test (TM-B1, TM-B2), Alzheimer and COVID-19 testing (commencing the fourth quarter of 2020), each of which are operating segments. These activities also represent the reportable segments of the Group. The reportable segments are viewed and evaluated separately by Company management, since the marketing strategies, processes and expected long term financial performances of the segments are different. B. Information about reported segment profit or loss and assets SCHEDULE OF INFORMATION ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS Breast COVID-19 Cancer Test Alzheimer Testing Total Unaudited Nine months ended September 30, 2021 Revenues - - 7,773 7,773 Operating loss (4,685 ) - (996 ) (5,681 ) Unallocated amounts: Financing expenses, net (17,368 ) Share in losses of affiliated companies accounted for under equity method, net (1,499 ) Net loss (24,547 ) Total Assets 10,257 - 6,904 17,161 Other significant items: Total expenditures for assets of reportable segment 2 - 933 935 Total depreciation for reportable segment (22 ) - (504 ) (526 ) The evaluation of performance is based on the operating income of each of the three reportable segments. Accounting policies of the segments are the same as those described in the accounting policies applied in the consolidated financial statements. Due to the reportable segments’ nature, there have been no inter-segment sales or transfers during the reported periods. Financing expenses, net and the share of the Company in losses of affiliated companies were not allocated to the reportable segments, since these items are carried and evaluated on the enterprise level. Management has determined that none of the equity method investees is eligible to be considered as reportable segment as they do not meet the criteria in ASC Topic 280-10-50 (or they did not commence their operations).. C. Revenues by geographic region are as follows: SUMMARY OF REVENUES BY GEOGRAPHIC REGION Nine months period ended September 30, Three months Nine months period ended September 30, Three months period ended September 30, 2021 2021 2020 2020 Unaudited Unaudited Israel $ - $ - $ - $ United States 7,773 1,010 1,316 1,284 Revenues 7,773 1,010 1,316 1,284 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 8 – SEGMENT REPORTING (Cont.) D. Property and equipment, net, by geographic areas: SUMMARY OF PROPERTY AND EQUIPMENT, NET, BY GEOGRAPHIC AREA As of As of September 30, 2021 December 31, 2020 Unaudited Israel $ 41 $ 61 United States 2,550 1,938 Property and equipment, net $ 2,591 $ 1,999 E. Major customers During the three and nine months ended September 30, 2020, the Company had a major costumer representing 0% and 56.64% of the Company’s total sales. During the three and nine months ended September 30, 2021, the Company’s revenues from the major costumer represented 0% and 58.33% of the Company’s total sales. The Company’s contractual agreement to supply Covid-19 testing kits to the major customer has expired. | NOTE 23 - SEGMENT REPORTING A. General information Commencing 2020, the operations of the Company are conducted through three different core activities: Breast Cancer Test (TM-B1, TM-B2), Alzheimer and COVID-19 testing, each of which are operating segments. These activities also represent the reportable segments of the Group. The reportable segments are viewed and evaluated separately by Company’s management, since the marketing strategies, processes and expected long term financial performances of the segments are different. B. Information about reported segment profit or loss and assets SCHEDULE OF INFORMATION ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS Breast Cancer Test Alzheimer COVID-19 testing Total Year ended December 31, 2020 Revenues - - 5,207 5,207 Operating loss (4,943 ) (8,327 ) (991 ) (14,081 ) Unallocated amounts: Financing expenses, net (14,312 ) Share in losses of affiliated companies accounted for under equity method, net (1,200 ) Net loss (4,943 ) (8,327 ) (991 ) (29,773 ) Total assets 1,554 - 4,455 6,009 Other significant items: Total expenditures for assets of reportable segments 24 - 2,006 2,030 Total depreciation for reportable segments (28 ) - (68 ) (96 ) The evaluation of performance is based on the operating income or loss of each of the three reportable segments. Accounting policies of the segments are the same as those described in the accounting policies applied in the consolidated financial statements. Due to the reportable segments’ nature, there have been no inter-segment sales or transfers during the reported periods. Financing expenses, net and the share of the Company in losses of affiliated companies were not allocated to the reportable segments, since these items are carried and evaluated on the enterprise level. Management has determined that none of the equity method investees is eligible to be considered as reportable segment as they do not meet the criteria in ASC Topic 280-10-50 (or they did not commence their operations). C. Revenues by geographic region are as follows: SUMMARY OF REVENUES BY GEOGRAPHIC REGION Year ended December 31 2020 2019 Israel $ - $ - United States 5,207 - $ 5,207 $ - Total revenues by geographic region are based upon the geographic location of the customer. NOTE 23 - SEGMENT REPORTING (Cont.) D. Property and equipment, net, by geographic areas: SUMMARY OF PROPERTY AND EQUIPMENT, NET, BY GEOGRAPHIC AREA As of December 31, 2020 2019 Israel $ 61 $ 65 United States 1,938 - $ 1,999 $ 65 Property and equipment are attributed to the geographic area in which they are located or originated, as applicable. E. Major customers During the year ended December 31, 2019, there were no sales activities. During the year ended December 31, 2020, the Company had one costumer which accounted for 56.64% TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued (November 15, 2021). Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below . On October 21, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Purchaser”) pursuant to which the Company has agreed to issue a promissory convertible note (the “Note”) to the Purchaser in the principal amount of $ 1,428,571.43 1,000,000 4 0.0599 3,440,000 0.107415 5 The Company has agreed to file a registration statement with the Securities and Exchange Commission registering for resale the Conversion Shares and the Warrant Shares (the “Registration Statement). Subsequent to the effective date of the Registration Statement, if the closing sale price of the Common Stock averages less than the then Conversion Price over a period of ten ( 10 ) 20 | NOTE 24 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued (April 21, 2021). Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below . A. Securities Purchase Agreement 1. On January 22, 2021, the Company entered into a Securities Purchase Agreement with Yozma Global Genomic Fund 1 (“Yozma”) pursuant to which Yozma purchased from Todos a convertible note in the original principal amount of up to $ 4,857 30% 1,457 4% January 22, 2022 0.07161 10 20% At the Company’s option and upon 30 days’ notice to Yozma, 33% 115% At any time after Yozma becoming aware of an Event of Default as defined in the Securities Purchase Agreement, Yozma may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the Note in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the Event of Default at the greater of the default interest at a rate of 18% per annum or the maximum rate permitted under applicable law (the “Event of Default Redemption Price”) together with liquidated damages of $ 250 In addition, the Company granted Yozma a warrant to purchase up to 16,956,929 5 0.107415 The Company incurred incremental and direct finder fee cost of $ 272 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 24 - SUBSEQUENT EVENTS (Cont.) A. Securities Purchase Agreement (Cont.) 2. On April 9, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with a Family Office Investor (the “Purchaser”) to which the Company has agreed to issue a promissory convertible note (the “Note”, or the “Yozma Crossover Round”) to the Purchaser in the principal amount of $ 4,286 3,000 April 12, 2021 4% 0.0599 16,000,000 0.107415 5 The Company has agreed to file a registration statement with the Securities and Exchange Commission registering for resale the Conversion Shares and the Warrant Shares (the “Registration Statement). Subsequent to the effective date of such registration statement, if the closing sale price of the Common Stock averages less than the then Conversion Price over a period of ten ( 10 20% The Purchaser has the option to purchase an additional Note in the principal amount of $ 5,285,714.20 3,700,000 16,000,000 B. During the period commencing January 1, 2021 through the date of these consolidated financial statements, Principal Amount and unpaid Interest in total amount of $ 2,023 112,225,149 C. As noted in Note 15B14, during the period commencing January 1, 2021 through the date of these consolidated financial statements, the Company sold 5,229,809 255 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 24 - SUBSEQUENT EVENTS (Cont.) B. Settlement Agreements 1. As noted in Note 16C6A, on February 11, 2021, the Company and Todos Medical USA, Inc. (herein referring as “Todos”) entered into Mutual Release and Settlement Agreement (“Settlement Agreement”) with Integrated Health LLC. (“Integrated”) pursuant to which in consideration of the Settlement Agreement execution and the releases and promises made in the Settlement Agreement by the parties, the parties agree as follows: A. Todos shall pay to Integrated $ 6 B. The $ 250 C. Todos shall pay Integrated an amount of $150 split into three equal payments of $50 over 3 weeks as follows: payment one: February 11, 2021, payment two: February 17, 2021 and payment three: February 24, 2021. D. Todos will provide Integrated with Favored Nation Pricing (lowest price offered to any other customer/client of same product) on all testing products, consumables and equipment. E. Integrated will indemnify Todos against any liens for services upon receipt of the above total $ 222 F. Integrated agrees Todos is the priority provider for ordering COVID-19 testing materials from Todos Medical only for those first 2 mobile lab units. For any additional mobile lab units produced by Integrated, Integrated can order from whatever supplier it so chooses, including Todos, at Integrated’s sole discretion. G. In the event Integrated or MOTOPARA desires not to use the mobile labs, Todos shall have a right to contract services of Integrated Health and MOTOPARA for utilizing those lab units for a monthly fee of $75/month which shall include the use of Integrated Health’s staff to perform testing. The $75 includes 2 lab technicians. All additional staffing will include additional fees. Todos will supplies all necessary supplies to operate the lab. In addition to the fees, Todos will pay 25% of the net income from each test back to IH/MP (12.5% to IH and 12.5% to MP) H. Todos with mutual agreement of Integrated Health can reference PCR testing to Integrated and/or MOTOPARA which will be performed by them at a fixed price of $$ 70 I. Integrated and/or MOTOPARA agree to return to Todos two 2 Bio shields owned by Todos. 2. As noted in Note 16C6B, on February 11, 2021, the Company and Todos Medical USA, Inc. (herein referring as “Todos”) entered into Mutual Release and Settlement Agreement (“Settlement Agreement”) with MOTOPARA Foundation, Inc. (“MOTOPARA”) pursuant to which in consideration of the Settlement Agreement execution and the releases and promises made in the Settlement Agreement by the parties, the parties agree as follows: A. Todos shall pay to MOTOPARA an amount of $ 27 B. Todos will cease to promote any affiliation with MOTOPARA in any capacity. C. MOTOPARA agrees that upon receipt of the total $ 351 3. On March 1, 2021, the Company entered into settlement agreement with one of its lenders, under which the Company paid the lender an amount of approximately $ 182 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 24 - SUBSEQUENT EVENTS (Cont.) C. Platform Account Agreement On February 4, 2021 (“Effective Date”), the Company entered into Platform Account Agreement that will be used for investor relations with SRAX Inc. (“SRAX”) under which SRAX grants the Company a non-exclusive, non-transferable and non-sublicensable right to access and use the platform during the below Term, solely by the authorized employees of the Company for the Company’s own internal business purposes. In exchange for such services, the Company will pay certain fees to SRAX that including inter alia issuance of shares of Common Stock. Subject to the terms of the Platform Account Agreement, SRAX shall use commercially reasonable efforts to make access to the Platform available 24 hours per day and 7 days per week. If access to the Platform is available less than 99% of the time in any calendar month for reasons not constituting an Access Exception, then, following the Company’s written request, SRAX will provide the Company a credit equal to 10% The initial term of the Platform Account Agreement begins on the Effective Date and continues as a one-year subscription from such date (the “Initial Term”). The Platform Account Agreement will automatically renew on a month-to-month basis after the first year until either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term. D. First Amendment to Secured Convertible Equipment Loan Agreement As noted in Note 8A1, in March 2021, the Company entered into First Amendment (the “Amendment”) to Secured Convertible Equipment Loan Agreement with one of its lenders, under which the parties agreed as follows: 1. On or before May 1, 2021, the Company shall repay to the lender the Aggregate Loan Principal Amount of $ 450 2. On or before May 1, 2021, the Company shall repay to the lender, or contribute to a charity designated by the lender, the original initial discount in the amount of $ 320 100 3. Upon execution of the Amendment, the Company shall issue to the lender, or contribute to a charity designated by the lender, 2,000,000 0.0001 E. Closing Agreement As noted in Note 11I, on March 3, 2021, the Company and the Purchaser entered into a Closing Agreement (the “Closing Agreement”) pursuant to which the Purchaser exercised its right to invest an additional $ 848 The Company hereby covenants and agrees to file a registration agreement with respect to the Tranche 2 Securities on or before the earlier to occur of (a) the date that the Company files a registration statement with respect to any other securities of the Company or (b) April 1, 2021 (such date, the “Tranche 2 Filing Date”) and cause a registration statement to be declared effective under the Securities Act with respect to the Tranche 2 Securities on or before May 1, 2020. The Company acknowledges that failure to timely comply with the foregoing obligations will subject the Company to substantial liability under the Registration Agreement, including without limitation liquidated damages in the amount of $ 250 |
SIGNIFICANT TRANSACTIONS
SIGNIFICANT TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Significant Transactions | |
SIGNIFICANT TRANSACTIONS | NOTE 3 - SIGNIFICANT TRANSACTIONS A. Secured Convertible Equipment Loan Agreement On December 31, 2020 (the “Effective Date”), the Company entered into Secured Convertible Equipment Loan Agreement with a private lender (the “Lender”), under which at the Effective Date and for the purpose for purchasing two Liquid Handler Machines (the “Collateral”) to be placed in the laboratory of a Company’s client, the Company will receive from the Lender a net cash amount of $ 450 40 300 750 54 In addition, under the terms of the Secured Convertible Equipment Loan Agreement, the Lender will be entitled to receive a royalty at a rate of 12.5% The Aggregate Loan Principal Amount was received in January 2021. The Company has determined that its obligation for future royalties under the Secured Convertible Equipment Loan Agreement represent contingent interest feature. However, it was determined that such feature is not required to be bifurcated and accounted for as derivatives, as they are eligible for the scope exception prescribed under ASC Topic 815-10-15-59 (d) with respect to certain contracts that are not traded on an exchange, as the underlying is an entity specific performance measure. Accordingly, the obligation for future royalties was accounted for in accordance with the provisions of ASC Topic 450, Contingencies. As the secured loan upon its original term does not include conversion feature (such feature will only become applicable as a penalty, upon the Company’s failure to repay the Aggregate Loan Principal Amount by the Maturity Date), the liability was accounted for using the effective interest method over the term of the loans until their stated Maturity Date. The total discount amortization expenses of $ 2,414 2,207 recorded as part of “Finance Expenses” line in operations in the accompanying consolidated statement of operations for the period of nine and three months ended September 30, 2021, respectively. During the three months ended September 30, 2021 the lender converted the entire loan amount into 81,736,111 ordinary shares of the Company with aggregated value of $ 750 B. Securities Purchase Agreement On January 22, 2021, the Company entered into a Securities Purchase Agreement with Yozma Global Genomic Fund 1 (“Yozma”) pursuant to which Yozma purchased from Todos a convertible note in the original principal amount of up to $ 4,857 30 1,457 4 January 22, 2022 0.07161 10 20 At the Company’s option and upon 30 days’ notice to Yozma, 33 115 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 3 - SIGNIFICANT TRANSACTIONS (Cont.) B. Securities Purchase Agreement At any time after Yozma becoming aware of an Event of Default as defined in the Securities Purchase Agreement, Yozma may require the Company to redeem (an “Event of Default Redemption”) all or any portion of the Note in cash by wire transfer of immediately available funds at a price equal to principal amount plus interest calculated from the Event of Default at the greater of the default interest at a rate of 18 250 1 In addition, the Company granted Yozma a warrant to purchase up to 16,956,929 5 0.107415 Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 423 861 Furthermore, it was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. The embedded conversion feature was recognized in total amount of $ 2,116 423 The Company recorded an income of $ 1,666 and expense of $ 742 related to remeasurement of the embedded conversion feature of convertible bridge loan and the discount amortization of the host loan instrument, respectively, as part of the “Finance Expenses” line in operations in the accompanying consolidated statement of operations for the period of nine months ended September 30, 2021. During the period of three months ended September 30, 2021, the Company recorded Finance Expenses of $ 164 58 In addition, on October 7, 2020, the Company entered into consulting agreement with Aslano Private Limited (“Aslano”) whereby Aslano will render non-exclusive advice and service to the Company concerning equity and/or debt financing with certain Potential Buyer or Investor or Financing Party as defined in the consulting agreement in exchange for success fee equal to 8 272 34 169 69 For more information in connection to additional funds raising and filing of registration statement on Form S-1 under the aforesaid Securities Purchase Agreement subsequent to the balance sheet date. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 3 - SIGNIFICANT TRANSACTIONS (Cont.) C. First Amendment to Secured Convertible Equipment Loan Agreement In March 2021, the Company entered into First Amendment to Secured Convertible Equipment Loan Agreement (the “Amendment”) with one of its lenders, under which the parties agreed (i) on or before May 1, 2021, the Company shall repay to the lender the Aggregate Loan Principal Amount of $ 450 320 100 2,000,000 0.0001 88 The management has determined mainly based on the qualitative terms of the amendment that the terms of the amended instruments considered as substantially different. Consequently, the original convertible bridge loans were derecognized, the new loans were initially recorded at fair value as current financial liability and the shares were initially recorded at fair value as an increase of additional paid-in capital. As of September 30, 2021 the loan was repaid in full. D. Closing Agreement On March 3, 2021, the Company and one of its lenders entered into a Closing Agreement (the “Closing Agreement”), under which the lender exercised its right to invest an additional $ 884 into the Company in the form of July 2020 Convertible Notes (the “Tranche 2 Securities”). In addition, the Company covenanted and agreed to file a registration agreement with respect to the Tranche 2 Securities on or before the earlier to occur of (i) the date that the Company files a registration statement with respect to any other securities of the Company or (ii) April 1, 2021 (such date, the “Tranche 2 Filing Date”) and cause a registration statement to be declared effective under the Securities Act with respect to the Tranche 2 Securities on or before May 1, 2021. The Company acknowledges that failure to timely comply with the foregoing obligations will subject the Company to substantial liability under the Registration Agreement, including without limitation liquidated damages in the amount of $250, along with an amount of cash accruing each month equal to the value of 1% of the value of the Tranche 2 Securities . Upon initial recognition, it was determined that the embedded conversion feature is required to be bifurcated from the host loan instrument. The management by assistance of third-party appraiser measured the embedded conversion feature in total amount of $ 1,127 243 The Company recorded interest expenses amounting to $ 2,750 related to valuation of the loan to fair value upon default event and income of $ 34 related to remeasurement of the embedded conversion feature, which were recorded as part of the “Finance Expenses” line in operations in the accompanying consolidated statement of operations for the period of nine months ended September 30, 2021. During the period of three months ended September 30, 2021, the Company recorded Finance Expenses of $ 2,647 0 E. Assignment of Receivable Agreement During the period of nine months ended September 30, 2021, Corona Diagnostics (the “Assignor”) entered into Assignment of Receivable Agreements with Ascendant Partners, LLC (the “Assignee”) under which the Assignor assigned to the Assignee all of its right, title and interest in portion of receivable related to invoices for certain purchase orders with a discount in a rate of 10%. The Assignor is obligated to repurchase the PO in the event that payment is not received by the Assignee within 60-days period from the singing of the Assignment of Receivable Agreements. During the period of nine months ended September 30, 2021, the Assignor received an amount of $ 1,467 1,117 50 400 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 3 - SIGNIFICANT TRANSACTIONS (Cont.) F. Securities Purchase Agreement 1. On April 9, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with a Family Office Investor (the “Family Office”) to which the Company has agreed to issue a promissory convertible note (the “Note”) to the Family Office in the principal amount of $ 4,286 3,000 4 0.0599 16,000,000 0.107415 5 The Family Office shall have the option, exercisable at the Family Office’s sole discretion, on the date that is ninety (90) days following the date of effectiveness of a registration statement filed by the Company, to purchase a Second Note and the Second Warrant, for a principal amount of $ 4,286 3,000 16,000,000 0.107415 Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 1 508 Furthermore, it was determined that the Convertible note is hybrid instrument embodies both an embedded derivative and a host contract and that the embedded conversion feature is required to be bifurcated from the host loan instrument using the with-and-without method. The embedded derivative was measured first at fair value, and the residual amount was allocated to the host contract. The embedded conversion feature was recognized in total amount of $ 3,007 The Company recorded an income of $ 2,166 and expenses of $ 55 related to remeasurement of the embedded conversion feature of convertible bridge loan and the discount amortization of the host loan instrument, respectively, as part of the “Finance Expenses” line in operations in the accompanying consolidated statement of operations for the period of nine months ended September 30, 2021. During the period of three months ended September 30, 2021, the Company recorded Finance Expenses of $ 143 49 2. Further to the Securities Purchase Agreement described in Note 3B, on April 27, 2021, the Company entered into an additional Securities Purchase Agreement (the “SPA”) with Yozma to which the Company has agreed to issue a promissory convertible note (the “Note”) to Yozma in the principal amount of $ 4,714 3,300 4 0.0599 16,458,196 0.107415 5 Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 378 2,922 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 3 - SIGNIFICANT TRANSACTIONS (Cont.) The Company recorded expenses in the amount of $ 753 and $ 538 related to remeasurement of the host loan instrument as part of the “Finance Expenses” line in operations in the accompanying consolidated statement of operations for the period of nine months and three months ended September 30, 2021, respectively. The Company has agreed to file a registration statement on Form S-1 with the Securities and Exchange Commission registering for resale the Conversion Shares and the Warrant Shares (the “Registration Statement) under the above two transactions. Subsequent to the effective date of such registration statement, if the closing sale price of the Common Stock averages less than the then Conversion Price over a period of 10 consecutive trading days, the Conversion Price shall reset to such average price. If the 10-days volume weighted average price of the Common Stock continues to be less than the Conversion Price then the Conversion Price should reset to such 10-day average price with a maximum of a 20% discount from the initial Conversion Price. On May 13, 2021, the Company filed a registration statement on Form S-1 with respect to up to 240,591,462 3. On July 7, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Purchaser”) pursuant to which the Company has agreed to issue a promissory convertible note (the “Note”) to the Purchaser in the principal amount of $ 1,536 1,075 4 0.0599 3,440,000 0.107415 5 0.10 The Company has agreed to file a registration statement with the Securities and Exchange Commission registering for resale of the Conversion Shares and the Warrant Shares (the “Registration Statement). Subsequent to the effective date of such registration statement, if the closing sale price of the Common Stock averages less than the then Conversion Price over a period of ten (10) consecutive trading days, the Conversion Price shall reset to such average price. If the 10-day volume weighted average price of the Common Stock continues to be less than the Conversion Price then the Conversion Price should reset to such 10-day average price with a maximum of a 20% discount from the initial Conversion Price. Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 697 121 Furthermore, it was determined that the Convertible note is hybrid instrument embodies both an embedded derivative and a host contract and that the embedded conversion feature is required to be bifurcated from the host loan instrument using the with-and-without method. The embedded derivative was measured first at fair value, and the residual amount was allocated to the host contract. The embedded conversion feature was recognized in total amount of $ 257 The Company recorded an expense of $ 81 and an expense of $ 148 related to remeasurement of the embedded conversion feature of convertible bridge loan and the discount amortization of the host loan instrument, respectively, as part of the “Finance Expenses” line in operations in the accompanying consolidated statement of operations for the period of nine months ended September 30, 2021. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 3 - SIGNIFICANT TRANSACTIONS (Cont.) 4. On September 15, 2021, the Company completed the conditions precedent required to enter into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Purchaser”) pursuant to which the Company issued a promissory convertible note (the “Note”) to the Purchaser in the principal amount of $ 2,857 2,000 (the “Transaction”). The Note has a maturity date of one year from the date of issuance and pays interest at a rate of 4 % per annum. The Note is convertible into shares of Common Stock (the “Conversion Shares”) at a conversion price of $ 0.0599 (the “Conversion Price). In addition, the Purchaser received a warrant (the “Warrant”) to purchase up to 11,924,636 shares of Common Stock (the “Warrant Shares”) of the Company with an exercise price equal to $ 0.107415 per share. The Warrant is exercisable for 5 years from the date of issuance. The Company intends to use the net proceeds from this Note to initiate Phase 2/3 trials for Tollovir™ COVID-19 patients, initiate digital marketing for its dietary supplement Tollovid®, increase sales & marketing for Provista Diagnostics, and for general corporate purposes. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering for resale the Conversion Shares and the Warrant Shares (the “Registration Statement). Subsequent to the effective date of the Registration Statement, if the closing sale price of the Common Stock averages less than the then Conversion Price over a period of ten (10) consecutive trading days, the Conversion Price shall reset to such average price. If the 10 day volume weighted average price of the Common Stock continues to be less than the Conversion Price then the Conversion Price should reset to such 10-day average price with a maximum of a 20% discount from the initial Conversion Price. Upon initial recognition, the management by assistance of third-party appraiser allocated the net cash proceeds received based on the relative fair value of the Note and the detachable warrants in total amount of $ 1,290 558 Furthermore, it was determined that the Convertible note is hybrid instrument embodies both an embedded derivative and a host contract and that the embedded conversion feature is required to be bifurcated from the host loan instrument using the with-and-without method. The embedded derivative was measured first at fair value, and the residual amount was allocated to the host contract. The embedded conversion feature was recognized in total amount of $ 152 The Company recorded an income of $ 3 45 G. Secured Promissory Note On July 19, 2021, the Company entered into Secured Promissory Note (the “Note”) with a lender (the “Lender”), pursuant to which the Company has agreed to issue a Note to the Lender in the principal amount of $ 1,666 1,000 H. Lease Agreement The Company signed a lease agreement for office space in Georgia, US through June 30, 2023 with monthly payments of $ 104 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of estimates in the preparation of financial statements | B. 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 (i) identification of and measurement of financial instruments in funding transactions; (ii) initial measurement of investment in affiliated companies and subsequent equity method implications; (iii) determination whether an acquired company or formed entities represents a ‘business’; (iv) determination whether acquired or formed entities are considered Variable Interest Entities (VIE) and if so, whether the Group is its Primary Beneficiary (PB) and (v) measurement of the fair value of equity awards. | 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 (i) identification of and measurement of financial instruments in funding transactions; (ii) initial measurement of investment in affiliated companies and subsequent equity method implications; (iii) determination whether an acquired company or formed entities represents a ‘business’; (iv) determination whether acquired or formed entities are considered Variable Interest Entities (VIE) and if so, whether the Group is its Primary Beneficiary (PB) and (v) measurement of the fair value of equity awards. |
Functional currency | B. Functional currency The functional currency of the Company and all of its subsidiaries is the US dollar (“$” or “dollar”), as the dollar is the primary currency of the economic environment in which the Company and its subsidiaries have 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. | |
Principles of Consolidation | C. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and when applicable its majority owned entities that were determined to be VIE and that the Group was determined as their Primary Beneficiary (PB). Intercompany transactions and balances have been eliminated upon consolidation. | C. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and when applicable its majority owned entities that were determined to be VIE and that the Group was determined as their Primary Beneficiary (PB). Intercompany transactions and balances have been eliminated upon consolidation. |
Variable Interest Entities | D. Variable Interest Entities ASC 810-10, “Consolidation”, provides a framework for identifying variable interest entities (“VIEs”) and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements. According to ASC 810-10, the Company consolidates a VIE when it has both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company’s assessment of whether an entity is a VIE and the determination of the primary beneficiary is judgmental in nature and involves the use of significant estimates and assumptions. The determination of whether the Company should consolidate a VIE is evaluated continuously as existing relationships change or future transactions occur. The significant factors and judgments that the Company considers in making the determination as to whether an entity is a VIE include, among others: the design of the entity, including the nature of its risks and the purpose for which the entity was created; the nature of the Company’s involvement with the entity; whether there is sufficient equity investment at risk to finance its current activities, until it reaches profitability, without additional subordinated financial support; whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) D. Variable Interest Entities (Cont.) Unconsolidated Variable Interest Entity 1. The Company has determined that Antigen COVID Test Killer (“CATK”), 15% The Company has determined that it is not the primary beneficiary of CATK due to the Company’s inability to direct the activities that most significantly impact the economic performance of CATK. However, the Company determined that it has the ability to exercise significant influence over CATK operations through its obligation to supply the investee financial support and accordingly, the investment is accounted for under the equity method. 2. The Company has determined that Bio Imagery Ltd. (“Bio Imagery”), 33% The Company has determined that it is not the primary beneficiary of Bio Imagery due to the Company’s inability to direct the activities that most significantly impact the economic performance of Bio Imagery. However, the Company determined that it has the ability to exercise significant influence over Bio Imagery operations through board representation and voting power and accordingly, the investment is accounted for under the equity method. As of December 31, 2020, there were no consolidated variable interest entities. | |
Cash and cash equivalents | E. 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. | |
Allowance for doubtful accounts | F. Allowance for doubtful accounts The allowance for doubtful accounts is determined with respect to amounts the Group has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is past due, the customer’s current ability to pay and available information about the credit risk on such customers. During the year ended December 31, 2020, the Company has not recorded allowance in respect of accounts receivable. | |
Inventories | G. Inventories Inventories consist of related equipment, reagents and testing supplies purchased from third party vendors that are held for sale to customers. Inventories are stated at the lower of cost or net realizable value. Cost of finished products is mainly determined on the basis of first-in, first-out (FIFO). Other method which is utilized for determining the value of inventories is the moving average. The Group regularly reviews its inventories for obsolescence and other impairment risks and reserves are established when necessary. | |
Property and equipment | H. 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. SCHEDULE OF PROPERTY PLANT AND EQUIPMENT DEPRECIATION RATE Rate of depreciation % Laboratory equipment 20 33 Furniture and equipment 7 15 Computers 33 Vehicle 15 TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) | |
Impairment of long-lived assets | I. Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 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 other companies | J. Investment in other companies Equity investments without readily determinable fair values are measured at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Periodic changes in the basis of these equity investments are reported in current earnings. In addition, at each reporting period a qualitative assessment is performed to identify impairment. When a qualitative assessment indicates an impairment exists, the Company estimates the fair value of the investment and recognizes in current earnings an impairment loss equal to the difference between the fair value and the carrying amount of the equity investment. | |
Investment in affiliated companies | K. Investment in affiliated companies Affiliated company is a 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 cost of investment is based on the direct costs of acquiring the investment including amounts incurred on behalf of the investee. When the affiliated company is not considered a business as no substantive process is identified, amounts allocated to any In-Process Research and Development (IPR&D) to be used in research and development projects which have been determined not to have an alternative future use are charged to expenses of the acquisition date. Following the acquisition, 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 other investments in the investee such as debt securities, long term loans or advances, if any. Such additional equity method losses are applied to the other investments based on the seniority of the other investments (priority in liquidation) and the percentage ownership interest in each type of other investment the Company holds (the ‘relative holdings approach’). When the Company achieves control on an affiliated company, the Previously Held Equity Interests (PHEI) in the affiliated company is remeasured to its fair value immediately prior to the asset acquisition. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) | |
Business Combinations | L. Business Combinations The Company’s consolidated financial statements include the operations of acquired businesses from the date of the acquisition’s consummation. Acquired businesses are accounted for using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired in process research and development be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. When the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business (such when there is no substantive process in the acquired entity), no goodwill is recognized and acquired In-Process Research and Development intangible asset (“IPR&D”) to be used in research and development projects which have been determined not to have alternative future use, is expensed immediately. Accordingly, when the purchase price (i.e. cash consideration, fair value of PHEI and the fair value of the equity interests issued) is fully attributed to such acquired IPR&D to be used in a research and development project which were determined not to have an alternative future use, the entire purchase price allocated to the acquired IPR&D is charged to expense at the acquisition date as part of “Research and Development expenses” line in operations in the accompanying consolidated statement of operations for the year ended December 31, 2020 (see also Note 4A3). | |
Right to obtain control over affiliated company and right to acquire shares of other companies | M. Right to obtain control over affiliated company and right to acquire shares of other companies The Company accounted for the right to obtain control over affiliated company and the right to acquire shares of other companies, as a non-current financial derivative asset according to the provisions of ASC 815-10, “Derivatives and Hedging - Overall” (“ASC 815-10”). Upon initial recognition and in subsequent periods such asset is measured 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 changes in the estimated fair value of the outstanding right to obtain control over affiliated company and the right to acquire shares of other companies were recognized each reporting period as part of in the “Share in Losses of Affiliated Company” line or “Finance Expenses” line, as applicable in operations in the accompanying consolidated statement of operations, until such rights are exercised or expired (see also Note 4A). | |
Deferred income taxes | N. 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 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. | |
Liability for employee rights upon retirement | O. Liability for employee rights upon retirement The Company’s liability for severance pay to its Israeli employees 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% TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) | |
Concentrations of credit risk | P. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and trade receivables 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. Most of the Group’s sales are made in United States to a small number of customers. Management periodically evaluates the collectability of the trade receivables to determine the amounts that are doubtful of collection and determine a proper allowance for doubtful accounts. Accordingly, management believes that the Group’s trade receivables do not represent a substantial concentration of credit risk. | |
Contingencies | Q. Contingencies The Company and its subsidiaries are involved in certain legal proceedings and certain business relationships that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties (such as with respect to certain royalty agreements). Except for income tax contingencies, the Company applies the provisions of ASC Topic 450, Contingencies. Thus, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. | |
Fair Value Measurements | R. 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, right to acquire shares of other companies, contingent consideration to be paid upon achieving of performance milestone, certain convertible bridge loans (following the maturity date and thereafter) and certain freestanding stock warrants and bifurcated convertible feature of convertible bridge loans issued to the units’ owners, 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. | |
Research and development expenses | S. Research and development expenses Research and development expenses are charged to operations as incurred. | |
Royalty-bearing grants | T. 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 14C1). The cumulative research and development grants received by the Company from inception through December 2020 amounted to $ 272 . As of December 31, 2020, and 2019, the Company did not accrue for or pay any royalties to the IIA as no revenue related to the funded projects has yet been generated. | |
Basic and diluted net loss per ordinary share | E. 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 (accounted for as derivative liability) 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. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) The net loss and the weighted average number of shares used in computing basic and diluted net loss per share for the period of nine month ended September 30, 2021 and 2020, is as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES 2021 2020 Nine month period ended September 30, 2021 2020 Unaudited Unaudited Numerator: Net loss attributable to common shareholders $ 24,547 $ 25,258 Revaluation of liability related to warrants to purchase shares of common Stock - - Net loss attributable to common shareholders $ 24,547 $ 25,258 Denominator: Shares of common stock used in computing basic net loss per share 637,916,356 210,806,186 Incremental shares from assumed exercise of warrants to purchase shares of common stock - - Shares of common stock used in computing diluted net loss per share 637,916,356 210,806,186 Net loss per share of common stock, basic and diluted $ 0.04 $ 0.12 During the period of nine months ended September 30, 2021 and 2020 the total weighted average number of potentially dilutive ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 452,109,492 48,642,797 | U. 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, 2020 and 2019 the total weighted average number of potentially dilutive ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 112,866,881 and 23,069,233 , respectively. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) |
Revenue recognition | V. Revenue recognition On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) which supersedes the existing revenue recognition accounting rules. Under the new guidance the Company determines revenue recognition through the following five steps: ■ Identification of the contract, or contracts, with a customer; ■ Identification of the performance obligations in the contract; ■ Determination of the transaction price; ■ Allocation of the transaction price to the performance obligations in the contract; and ■ Recognition of revenue when, or as, the Company satisfies a performance obligation. For each type of contract at inception, the Company assesses the goods or service promised in a contract with a customer and identifies the performance obligations. When a contract for the sale of goods or service includes an option that provides the customer with free or discounted goods or services to be provided by the Company in the future, the Company assesses whether such right represents a material right. When it is determined that such right is considered to be material the Company accounts for such a promise as a separate performance obligation. With respect to contracts that are determined to have multiple performance obligations (such as goods and a material right to free or discounted goods to be provided in the future), the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the relative standalone selling price of each distinct good or service in the contract. In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of variable payment (if any) and whether it relates specifically to its efforts to satisfy a specific part of the contract. Revenues are recognized when, or as, control of services or products is transferred to the customers at a point in time or over time, as applicable to each performance obligation. Revenues are recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer, excluding amounts collected on behalf of other third parties and sales taxes. The Company does not adjust the amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between the time of transfer of the promised goods or services to the customer and the time the customer pays for these goods or services to be generally one year or less, based on the practical expedient. The Company’s credit terms to customers are, on average, between thirty and ninety days. When another party is involved in providing goods or services to the customer, the Company examines whether the nature of its promise is a performance obligation to provide the defined goods or services itself, which means the Company is a principal and therefore recognizes revenue in the gross amount of the consideration, or to arrange that another party provide the goods or services which means the Company is an agent and therefore recognizes revenue in the amount of the net commission. Such determination is performed separately for each specified good or service promised to a customer. In making that evaluation, the Company considers whether it controls the promised good or service before transferring that good or service to the customer. The Company considers indicators such as whether the Company is the primary obligor for fulfilling the promises in the contract and assumes risks and rewards as a principal or an agent, including the credit risks; the Company has inventory risk before the goods or services are transferred to the customer; and the Company has discretion in setting prices of the goods or services and selecting its suppliers. Generally, in cases in which the Company is primarily obligated in a transaction, is subject to risk, involved in the determination of the product (or the service) specifications, separately negotiates each revenue service agreement and has inventory risk, revenues and cost of revenues are recorded on a gross basis. Commencing 2020, the Company generated revenues from commercial sale of COVID-19 related equipment, reagents and testing supplies through sub-distribution agreements with unrelated distribution companies with clients who are seeking comprehensive testing solutions for return-to-work programs. Deferred revenues are contract liabilities and include unearned amounts received and amounts received from customers (mostly advances from customers for COVID-19 related products) but not yet recognized as revenues as the performance obligation has not been fulfilled by the Company. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) | |
Convertible Bridge Loans and Notes | W. Convertible Bridge Loans and Notes Upon initial recognition of Convertible loans, Convertible Notes and similar instruments, the Company considers the provisions of ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether the conversion features embedded within the convertible instrument should be separated from the host instrument. Host contract is not convertible upon issuance When it is determined that the embedded conversion feature 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, the bridge loan was recognized based on the amount allocated as described in Note 2X less the applicable issuance cost. The difference between the face value of the bridge loan to such allocated process (after allocation of the proceeds received to detachable freestanding financial instrument (i.e. detachable warrants) 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 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. Host contract is convertible upon issuance When it is determined that the embedded conversion feature does not qualify for equity classification, the Company recognized the embedded conversion feature as a separate derivative liability upon initial recognition and on subsequent periods at fair value by using the Black-Scholes Option Pricing Model. The remaining consideration amount received or allocated to the entire convertible instrument is allocated to the host debt instrument. The difference between the face value of the host and such allocated amount represents a discount which is amortized as finance expense to profit or loss by using effective interest method over the term of the loan until its stated maturity. When it is determined that the embedded conversion feature qualifies for equity classification (such when the embedded conversion option, if it were freestanding, is not qualified as a derivative in accordance with the provisions of ASC 815-10, “Derivatives and Hedging” since its terms did not require or permit net settlement or when the embedded conversion option is indexed to the entity’s own stock), the conversion option is not bifurcated. When bifurcation is not required, the Company applies ASC 470-20, “Debt - Debt with Conversion and Other Options” (“ASC 470-20”) which clarifies the accounting for instruments with Beneficial Conversion Feature (BCF) or contingently adjustable conversion ratios, to determine whether the conversion feature is beneficial to the lender. BCF was calculated by allocating the proceeds received to the convertible instrument and to any detachable freestanding financial instrument (such as detachable warrants) included in the transaction (or any other embedded feature that required bifurcation from the host) and by measuring the intrinsic value of the conversion option based on the effective conversion price as a result of the allocated proceed. The intrinsic value of the conversion option, if any, is recorded as a discount with respect to the 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 Loan (before its modification) by using the effective interest method. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) | |
Allocation of proceeds and related issuance costs | X. Allocation of proceeds and related issuance costs When multiple instruments are issued in a single transaction (package 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 subsequently measured at fair value (i.e. derivative warrants liability and derivative liability related to bifurcated embedded conversion feature) 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 (i.e. certain convertible bridge loans, warrants eligible for equity classification) and common stock, 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 or bifurcated embedded conversion feature were immediately expensed, as discussed above. Issuance costs allocated to warrants stock classified as equity component were recorded as a reduction of additional paid-in capital. Issuance costs allocated to convertible bridge loan (or to the host component of convertible bridge loan if bifurcation was applied) are recorded as a discount of the host component and accreted over the contractual term of loans up to face value of such loans using the effective interest method. | |
Stock Warrants | Y. Stock Warrants Certain warrants that were granted by the Company for lenders through convertible bridge loans transactions and stock warrants that were granted as a result of modification of terms of certain convertible bridge loans transactions (see also Note 11) are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately 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 and thus, are considered as indexed to the Company’s own stock. 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 2X 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 | Z. Derivative Warrants Liability The Company accounts for certain warrants to purchase Ordinary Shares in connection with certain private placement transactions and convertible bridge loans transactions, held by investors and/or lenders, 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. Certain warrants that were granted by the Company for lenders through convertible bridge loans transactions (see also Note 11) entitle the lenders to exercise the warrants for a variable number of shares and/or for a variable exercise price and thus the fixed-for-fixed criteria is not met. Accordingly, the warrants 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 the “Financing (income) expenses, net” line in operations in the accompanying consolidated 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. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) | |
Stock-based compensation | AA. 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) were 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 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 following the modification over the fair value of the original award measured immediately before its terms were modified. | |
Modifications or exchanges | BB. Modifications or exchanges Modifications to, or exchanges of, financial instruments such as convertible loans, are accounted for as a modification or an extinguishment, following to provisions of ASC 470-50, “Debt- Modification and Extinguishments”, under which modifications or exchanges are generally considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. Such an assessment is done by management either quantitatively (i.e. when the present value of the cash flows under the new debt instrument terms is at least 10% different from the present value of the remaining cash flows under the original instrument terms) or qualitatively based on the facts and circumstances of each transaction. If the terms of a debt instrument are changed or modified and the present value of the cash flows under the terms of the new debt instrument is less than 10%, the debt instruments are not considered to be substantially different, except in the following two circumstances (i) the transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) the transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange. If the original and new debt instruments are considered as “substantially different”, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss under financial expense or income as applicable. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.) | |
Recent Accounting Pronouncements | G. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) which changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generall4y will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its condensed consolidated financial statements. | CC. Recent Accounting Pronouncements 1. In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, (“ASU No. 2018-13”) which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the update. The adoption of this ASU did not have significant impact on the Company’s consolidated financial statements. 2. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) which changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements. TODOS MEDICAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
Basis of presentation | A. Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on April 21, 2021 (the “2020 Form 10-K”). The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the nine and three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other interim period or for any future period. | |
Goodwill and intangible assets | D. Goodwill and intangible assets 1. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present. 2. Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. | |
Leases | F. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our condensed consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT DEPRECIATION RATE | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT DEPRECIATION RATE Rate of depreciation % Laboratory equipment 20 33 Furniture and equipment 7 15 Computers 33 Vehicle 15 | |
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | The net loss and the weighted average number of shares used in computing basic and diluted net loss per share for the period of nine month ended September 30, 2021 and 2020, is as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES 2021 2020 Nine month period ended September 30, 2021 2020 Unaudited Unaudited Numerator: Net loss attributable to common shareholders $ 24,547 $ 25,258 Revaluation of liability related to warrants to purchase shares of common Stock - - Net loss attributable to common shareholders $ 24,547 $ 25,258 Denominator: Shares of common stock used in computing basic net loss per share 637,916,356 210,806,186 Incremental shares from assumed exercise of warrants to purchase shares of common stock - - Shares of common stock used in computing diluted net loss per share 637,916,356 210,806,186 Net loss per share of common stock, basic and diluted $ 0.04 $ 0.12 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | SCHEDULE OF OTHER CURRENT ASSETS 2020 2019 As of December 31, 2020 2019 Governmental institutions $ 62 $ 3 Prepaid expenses (*) 539 6 Other current assets $ 601 $ 9 (*) Including inter alia deferred charged related to receivables financing facility and deferred charged related to equity line (see also Note 7 and Note 15B14, respectively). |
INVESTMENT IN AFFILIATD COMPA_2
INVESTMENT IN AFFILIATD COMPANIES, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
SUMMARY OF OBSERVABLE INPUTS USED IN VALUATION OF OPTION TRANSACTION ASSET | SUMMARY OF OBSERVABLE INPUTS USED IN VALUATION OF OPTION TRANSACTION ASSET 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: SCHEDULE OF INVESTMENT IN AFFILIATED COMPANY 2020 2019 As of December 31, 2020 2019 Inv estment in affiliated company, net (A) $ - $ (448 ) Non-current loans (B) - 448 Total Investment in affiliated company, net $ $ - (A) The investment in affiliated company as follows: Investment in Affiliated Company As of the Closing Date $ 1,345 In-Process Research and Development asset expensed as incurred (1,345 ) Accumulated net losses (448 ) As of December 31, 2019 $ (448 ) Revaluation of investment in affiliated company to its fair value upon obtaining control 1,623 Amount classified to the cost of subsidiary in acquisition achieved in stages upon obtaining control (1,623 ) As of December 31, 2020 $ - (B) 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 $ 448 |
SCHEDULE OF PAID IN INVESTMENT | At the closing date the purchase price that was paid in investment in CATK is as follows: SCHEDULE OF PAID IN INVESTMENT Funding Commitment (*) $ 1,550 Fair value of shares upon achieving Performance Milestone 250 Direct costs incurred (**) 100 Contingent Consideration (***) 1,050 Total consideration $ 2,950 (*) An amount of $ 911 (**) Number of 2,164,502 (***) Was determined by the management by using the assistance of third-party appraiser. As the Company’s obligation under such Contingent Consideration provision represent a potential liability to issue a fixed number of its common stock, the obligation was classified within shareholders’ deficit. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT 2020 2019 As of December 31, 2020 2019 Laboratory equipment and others $ 2,180 $ 152 Computers 8 8 Vehicle 5 5 Furniture and equipment 15 13 Property and equipment, gross 2,208 178 Less - accumulated depreciation (209 ) (113 ) Total property and equipment, net $ 1,999 $ 65 |
LOANS, NET (Tables)
LOANS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loans Net | |
SCHEDULE OF RECONCILIATION STRAIGHT LOANS AND SIMILAR INSTRUMENTS | SCHEDULE OF RECONCILIATION STRAIGHT LOANS AND SIMILAR INSTRUMENTS As of December 31, 2020 2019 Opening balance $ 113 $ - Plus: Net consideration received (*) 2,035 1,469 Less: Debt issuance costs - (101 ) Less: Fair value of detachable instruments accounted for as equity component or derivative liabilities - (531 ) Less: Fair value of detachable instruments accounted for as equity component (461 ) Plus: Amortization of discounts and accrued interest expenses 1,170 959 Less: Straight loans reclassified to convertible loans upon change of terms (*) (1,185 ) (1,796 ) Plus: Modification of terms of convertible bridge loans - 113 Closing balance $ 1,672 $ 113 (*) Including loans in net principal amount received in total amount of $ 697 992 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | SCHEDULE OF OTHER CURRENT LIABILITIES 2020 2019 As of December 31, 2020 2019 Accrued payroll and related taxes $ 140 $ 173 Provision for vacation 50 37 Accrued expenses 2,126 590 Other Current Liabilities $ 2,316 $ 800 |
LOANS FROM SHAREHOLDERS (Tables
LOANS FROM SHAREHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loans From Shareholders | |
SCHEDULE OF CARRYING AMOUNT OF THE LOANS | SCHEDULE OF CARRYING AMOUNT OF THE LOANS As of December 31, 2020 2019 Opening balance $ 310 $ 612 Less: Partial conversion of loans from shareholders (350 ) (350 ) Plus: Exchange differences relating to loans from shareholders 40 48 Closing balance, classified as a non-current liability in 2019 $ - $ 310 |
CONVERTIBLE BRIDGE LOANS, NET (
CONVERTIBLE BRIDGE LOANS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CARRYING AMOUNT OF CONVERTIBLE BRIDGE LOANS | The following tabular presentation reflects the reconciliation of the carrying amount of the convertible bridge loans, notes and similar instruments during the year ended December 31, 2020 and 2019: SCHEDULE OF CARRYING AMOUNT OF CONVERTIBLE BRIDGE LOANS 2020 2019 As of December 31, 2020 2019 Opening balance $ 3,427 $ - Plus: Net cash consideration received 2,390 - Less: Fair value of derivative liability related to bifurcated embedded conversion feature (2,893 ) - Less: Fair value of detachable instruments accounted for as equity component (758 ) - Plus: Changes in terms of straight loans to convertible loans 1,185 1,796 Less: Partial conversion of convertible bridge loans into equity (4,639 ) (336 ) Less: Modification of convertible bridge loans transactions (3,375 ) (355 ) Plus: Amortization of discounts and accrued interest expenses 1,655 - Plus: Change in fair value of convertible bridge loans 8,973 2,322 Closing balance $ 5,965 $ 3,427 |
DERIVATIVE WARRANTS LIABILITY (
DERIVATIVE WARRANTS LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING WARRANTS AND TERMS | SCHEDULE OF OUTSTANDING WARRANTS AND TERMS Issuance date Outstanding as of December 31, 2019 Outstanding as of December 31, 2020 Exercise Exercisable as of Exercisable Through Series (2015) 1,502,500 1,502,500 $ 0.5 1,502,500 April 2021 Series (2016) 375,000 375,000 $ 0.5 375,000 March 2022 Series (2018) 600,000 600,000 $ 0.125 600,000 November 2021 2019 warrants - (*) - (*) - (*) - - 2,477,500 2,477,500 2,477,500 (*) The number of shares to be issued upon the exercise of derivative liabilities related to warrants instruments has not been determined as such warrants provide the Lenders with 25 20,896,789 3,351,586 (**) The exercise period is three years from the date of the determination of the exercise price. |
SCHEDULE OF VALUATION OF THE DERIVATIVE WARRANT LIABILITIES | SCHEDULE OF VALUATION OF THE DERIVATIVE WARRANT LIABILITIES As of As of Series (2015) Series (2016) Series (2018) Series (2015) Series (2016) Series (2018) Share price (U.S. dollars) $ 0.075 $ 0.075 $ 0.075 $ 0.04 $ 0.04 $ 0.04 Exercise price (U.S. dollars) $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.50 $ 0.125 Expected volatility 144.63 % 209.19 % 238.82 % 109.15 % 122.46 % 102.92 % Risk-free interest rate 0.09 % 0.09 % 0.09 % 1.59 % 1.58 % 1.58 % Dividend yield - - - - - - Expected term (years) 0.35 1.21 0.88 1.35 2.21 1.88 First Warrant Closing Date As of As of Share price (U.S. dollars) $ 0.12 0.26 $ 0.04 $ 0.075 Exercise price (U.S. dollars) $ 0.12 0.26 $ 0.018 $ 0.04 Expected volatility 125.31 129.94 102.55 125.71 105.77 113.53 Risk-free interest rate 1.74 2.56 1.58 1.62 0.11 0.13 Dividend yield - - - Expected term (years) 2.38 1.96 2.99 1.50 1.91 Probability for uplisting 75 % 75 % 75 % |
SCHEDULE OF WARRANT ACTIVITIES | SCHEDULE OF WARRANT ACTIVITIES Series (2015) Series (2016) Series (2018) 2019 Warrant Placement Agent Warrant Total Balances at December 31, 2018 $ 6 $ 3 $ 19 $ - $ - $ 28 Granted - - - 205 (***) 79 284 Amount classified to equity upon determination of the exercise price (*) - - - (60 ) - (60 ) Expired - - (**) - - - - (**) Changes in fair value (4 ) - (13 ) 517 - 500 Balances at December 31, 2019 $ 2 $ 3 $ 6 $ 662 $ 79 $ 752 Balances at December 31, 2019 $ 2 $ 3 $ 6 $ 662 $ 79 $ 752 Amount classified to equity upon determination of the exercise price (*) - - - (651 ) - (651 ) Modification of convertible bridge loans transactions - - - (727 ) - (727 ) Changes in fair value 9 10 24 884 - 927 Balances at December 31, 2020 $ 11 $ 13 $ 30 $ 168 $ 79 $ 301 (*) Following the partial conversion of certain convertible bridge loans into ordinary shares (see also Note 11), the right that was granted to the lenders to receive a variable number of shares of common stock upon exercise of certain warrants has been lapsed and accordingly the applicable amount was reclassified from non-current financial liability into additional paid-in capital. (**) Representing amount lower than $ 1 (***) The fair value of the Placement Agent Warrant is equal to 8 |
FAIR CALUE OF BIFRUCATED CONV_2
FAIR CALUE OF BIFRUCATED CONVERTIBLE FEATURE OF CONVERTIBLE BRIDGE LOANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
SUMMARY OF OBSERVABLE INPUTS USED IN THE VALUATION OF THE CONVERTIBLE COMPONENT LIABILITY | SUMMARY OF OBSERVABLE INPUTS USED IN THE VALUATION OF THE CONVERTIBLE COMPONENT LIABILITY Closing Date As of Share price (U.S. dollars) $ 0.051 0.125 $ 0.075 Expected volatility 95.92 127.53 128.3 131.5 Risk-free interest rate 0.10 0.18 0.08 0.14 |
SUMMARY OF FAIR VALUE OF CONVERTIBLE COMPONENT LIABILITY | SUMMARY OF FAIR VALUE OF CONVERTIBLE COMPONENT LIABILITY Fair value of bifurcated conversion feature liability Balances as of December 31, 2019 $ - Plus: Recognition at the initial date 2,893 Less: Partial conversion of convertible bridge loans into equity (38 ) Plus: Modification of convertible bridge loans transactions 213 Less: Changes in fair value (568 ) Balances as of December 31, 2020 $ 2,500 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF ROYALTY RATES | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 during the periods of three and nine months ended September 30, 2021 and 2020: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Unaudited Unaudited Outstanding as of July 1, 2021 2,545,083 0.095 Granted 13,750,000 0.030 Forfeited or expired - Outstanding as of September 30, 2021 16,295,083 0.040 Exercisable as of September 30, 2021 509,017 0.095 Outstanding as of January 1, 2021 3,682,818 0.066 Granted 13,750,000 0.030 Forfeited or expired (1,137,735 ) 0.003 Outstanding as of September 30, 2021 16,295,083 0.040 Outstanding as of July 1, 2020 2,267,571 0.061 Granted 2,545,083 0.095 Forfeited or expired (1,129,836 ) 0.120 Outstanding as of September 30, 2020 3,682,818 0.066 Exercisable as of September 30, 2020 1,137,735 0.003 Outstanding as of January 1, 2020 2,267,571 0.061 Granted 2,545,083 0.095 Forfeited or expired (1,129,836 ) 0.120 Outstanding as of September 30, 2020 3,682,818 0.066 | The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2020 and 2019: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2018 1,758,316 0.003 Granted (A) 1,129,836 0.120 Forfeited or expired (620,581 ) 0.003 Outstanding as of December 31, 2019 2,267,571 0.061 Exercisable as of December 31, 2019 1,879,705 0.073 Number of Options Weighted Average Exercise Price Outstanding as of December 31, 2019 2,267,571 0.061 Granted (B) 2,545,083 0.095 Forfeited or expired (1,129,836 ) 0.120 Outstanding as of December 31, 2020 3,682,818 0.66 Exercisable as of December 31, 2020 877,122 0.160 |
COST OF REVENUES (Tables)
COST OF REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cost Of Revenues | |
SCHEDULE OF COST OF REVENUES | SCHEDULE OF COST OF REVENUES 2020 2019 Year ended December 31 2020 2019 Materials and other costs $ 3,418 $ - Freights and customs 332 - Depreciation 68 - Cost of revenues $ 3,818 $ - |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Year ended December 31 2020 2019 Salaries and related expenses $ 27 $ 292 Stock-based compensation (Note 14A2 and Note 14A4) 60 231 Professional fees 47 66 IPR&D acquired as part of asset acquisition (Note 4A3) 8,157 - Laboratory and materials 1,535 35 Patent expenses - 51 Rent and maintenance 6 33 Liability for minimum royalty expenses (Note 9B) - - Depreciation 28 30 Insurance and others 3 18 $ 9,863 $ 756 |
SALES AND MARKETING EXPENSES (T
SALES AND MARKETING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Sales And Marketing Expenses | |
SCHEDULE OF SALES AND MARKETING EXPENSES | SCHEDULE OF SALES AND MARKETING EXPENSES Year ended December 31 2020 2019 Stock-based compensation (Note 6, Note 8 and Notes 11-14) $ 1,517 $ 420 Professional fees 1,541 247 $ 3,058 $ 667 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2020 2019 Salaries and related expenses $ 167 $ 326 Stock-based compensation (Note 3, Note 5, Note 7A, Notes 14B3-14B4), Note 15B5 and Notes 16B-C) 1,034 603 Communication and investor relations 44 107 Professional fees 1,412 943 Insurance and other expenses 72 114 $ 2,729 $ 2,093 |
FINANCING EXPENSES, NET (Tables
FINANCING EXPENSES, NET (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SCHEDULE OF FINANCING EXPENSES | SCHEDULE OF FINANCING EXPENSES 2021 2020 2021 2020 Nine months period ended September 30, Three months period ended 2021 2020 2021 2020 Unaudited Unaudited Unaudited Unaudited Modification of terms relating to straight loan transaction $ 88 $ - $ - $ - Modification of terms relating to convertible bridge loans transactions - (3,495 ) - (7,334 ) Exchange differences relating to loans from shareholders - 40 - (43 ) Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions 415 415 Issuance of shares as a settlement in excess of the carrying amount of financial liabilities - 1,234 - 734 Amortization of discounts and accrued interest on convertible bridge loans 18,080 8,393 4,432 10,896 Amortization of discounts and accrued interest on straight loans 2,290 - 1,637 - Change in fair value of derivative warrants liability and fair value of warrants expired (299 ) - (5 ) - Change in fair value of liability related to conversion feature of convertible bridge loans (3,777 ) - 530 - Issuance of shares as call options to acquire potential acquire - 3,000 - 1,000 Settlement in cash of prepayment obligation related to convertible bridge loan 182 182 Interest and related royalties under receivables financing facility 546 633 495 633 Amortization of prepaid expenses related to commitment shares in connection with receivables financing facility and equity line 293 61 293 - Exchange rate differences and other finance expenses 250 1,094 (689 ) 754 Financing (income) expenses, net $ 17,360 $ 11,375 $ 6,875 $ 7,055 | SCHEDULE OF FINANCING EXPENSES 2020 2019 Year ended December 31 2020 2019 Change in fair value of warrants liability and warrants expired (Note 12) $ 927 $ 500 Change in fair value of convertible bridge loans following the Maturity Date (Note 11) 8,973 2,322 Change in fair value of liability related to conversion feature of convertible bridge loans (Note 13) (568 ) - Loss from extinguishment of loans from shareholders (Note 10) - 1,423 Direct and incremental issuance costs allocated to First Warrant (Note 11A) - 22 Amortization of discounts and accrued interest on straight loans (Note 8) 1,170 959 Amortization of discounts and accrued interest on convertible bridge loans (prior to Maturity Date) (Note 11) 1,655 - Change in terms relating to convertible bridge loans transactions (Note 11) (3,375 ) - Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions 170 - Issuance of shares as call options to acquire potential acquiree (Note 14C) 3,000 - Change in liability to minimum royalties (Note 14C1) 53 50 Issuance of shares as a settlement in excess of the carrying amount of financial liabilities (Notes 15B10-15B12) 487 - Interest and related royalties under receivables financing facility (Note 7) 1,006 - Amortization of prepaid expenses related to commitment shares in connection with receivables financing facility and equity line (Note 7 and Note 14B15) 144 - Modification of terms relating to straight loan transaction Exchange differences relating to loans from shareholders Change in fair value of derivative warrants liability and fair value of warrants expired Settlement in cash of prepayment obligation related to convertible bridge loan Exchange rate differences and other finance income (expenses) 670 57 Financing (income) expenses, net $ 14,312 $ 5,333 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS September 30, As of Composition of deferred tax assets: 2021 Net operating loss carry-forward $ 3,880 Deferred tax liability in respect of Share Purchase Agreement (see note 1B) (315 ) Valuation allowance (3,880 ) Net deferred tax liabilities $ (315 ) | SCHEDULE OF DEFERRED TAX ASSETS 2020 2019 As of December 31 Composition of deferred tax assets: 2020 2019 Net operating loss carry-forward $ 2,661 $ 1,585 Research and development credits 104 112 Deferred revenues 177 - Others 75 9 Net deferred tax asset before deferred tax liabilities and valuation allowance 3,017 1,706 Composition of deferred tax liabilities: Prepaids 88 - Depreciation costs 407 - Net deferred tax asset before valuation allowance 2,522 1,706 Valuation allowance (2,522 ) (1,706 ) Net deferred tax assets $ - $ - |
SCHEDULE OF RECONCILE THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE | SCHEDULE OF RECONCILE THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE 2021 Nine months ended September 30, 2021 Unaudited Tax rate 23 % Tax expense (benefit) at statutory rate $ (5,647 ) Tax rate differential (31 ) Permanent differences with respect to stock-based compensation 130 Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans 3,815 Change in temporary differences 1,733 Income tax expense (benefit) $ - | SCHEDULE OF RECONCILE THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE Year Ended December 31, 2020 2019 Tax rate 23 % 23 % Tax expense (benefit) at statutory rate $ (6,572 ) $ (2,054 ) Tax rate differential 45 - Permanent differences with respect to stock-based compensation 594 639 Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans 2,738 858 Permanent differences with respect to call option to acquire potential acquiree 731 - Permanent differences with respect to IPR&D acquired 1,925 - Change in temporary differences (437 ) 111 Others - 2 Loss carryforwards 976 444 Income tax expense (benefit) $ - $ - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
SCHEDULE OF INFORMATION ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS | SCHEDULE OF INFORMATION ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS Breast COVID-19 Cancer Test Alzheimer Testing Total Unaudited Nine months ended September 30, 2021 Revenues - - 7,773 7,773 Operating loss (4,685 ) - (996 ) (5,681 ) Unallocated amounts: Financing expenses, net (17,368 ) Share in losses of affiliated companies accounted for under equity method, net (1,499 ) Net loss (24,547 ) Total Assets 10,257 - 6,904 17,161 Other significant items: Total expenditures for assets of reportable segment 2 - 933 935 Total depreciation for reportable segment (22 ) - (504 ) (526 ) | SCHEDULE OF INFORMATION ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS Breast Cancer Test Alzheimer COVID-19 testing Total Year ended December 31, 2020 Revenues - - 5,207 5,207 Operating loss (4,943 ) (8,327 ) (991 ) (14,081 ) Unallocated amounts: Financing expenses, net (14,312 ) Share in losses of affiliated companies accounted for under equity method, net (1,200 ) Net loss (4,943 ) (8,327 ) (991 ) (29,773 ) Total assets 1,554 - 4,455 6,009 Other significant items: Total expenditures for assets of reportable segments 24 - 2,006 2,030 Total depreciation for reportable segments (28 ) - (68 ) (96 ) |
SUMMARY OF REVENUES BY GEOGRAPHIC REGION | SUMMARY OF REVENUES BY GEOGRAPHIC REGION Nine months period ended September 30, Three months Nine months period ended September 30, Three months period ended September 30, 2021 2021 2020 2020 Unaudited Unaudited Israel $ - $ - $ - $ United States 7,773 1,010 1,316 1,284 Revenues 7,773 1,010 1,316 1,284 | SUMMARY OF REVENUES BY GEOGRAPHIC REGION Year ended December 31 2020 2019 Israel $ - $ - United States 5,207 - $ 5,207 $ - |
SUMMARY OF PROPERTY AND EQUIPMENT, NET, BY GEOGRAPHIC AREA | SUMMARY OF PROPERTY AND EQUIPMENT, NET, BY GEOGRAPHIC AREA As of As of September 30, 2021 December 31, 2020 Unaudited Israel $ 41 $ 61 United States 2,550 1,938 Property and equipment, net $ 2,591 $ 1,999 | SUMMARY OF PROPERTY AND EQUIPMENT, NET, BY GEOGRAPHIC AREA As of December 31, 2020 2019 Israel $ 61 $ 65 United States 1,938 - $ 1,999 $ 65 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Credit Derivatives [Line Items] | |
SCHEDULE OF PURCHASE PRICE ALLOCATION | The following table summarizes the total purchase price and purchase price allocation: SCHEDULE OF PURCHASE PRICE ALLOCATION U.S. dollars in thousands Unaudited Cash payment 2,500 Consideration in Shares 1,699 Fair value of convertible promissory note 4,989 Total purchase price 9,188 Cash and cash equivalents 73 Trade receivables 66 Property and equipment, net 183 Security deposit 3 Technology intangible asset 1,500 Total identifiable assets 1,825 Accounts payable (82 ) Deferred tax liability (315 ) Due to related party (1 ) Total liability assumed (398 ) Total goodwill 7,761 |
SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATION | SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATION Nine months ended September 30, Year ended December 31, 2021 2020 (unaudited) Revenues $ 7,866 $ 5,164 Net loss (24,552 ) (17,603 ) Basic and diluted net loss per share (0.04 ) (0.04 ) |
Monte Carlo Simulation Model [Member] | |
Credit Derivatives [Line Items] | |
SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION | The Optional / Maturity Conversion (scenario 1) was estimated by the appraiser using the Monte Carlo Simulation Model based on the following parameters: SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION April 19, 2021 Risk-free interest rate 0.54 % Expected term (years) 3.94 Volatility 164.02 % Share price 0.058 Conversion price - * Fair value $ 5,101 ● The lower of (i) 0.05 20 |
Monte Carlo Simulations Model [Member] | |
Credit Derivatives [Line Items] | |
SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION | The Mandatory Conversion (scenario 2) was estimated by the appraiser using the Monte Carlo Simulation Model based on the following parameters: SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION April 19, 2021 Risk-free interest rate 0.54 % Expected term (years) 0.04 Volatility 112.1 % Share price 0.058 Conversion price - * Fair value $ 4,976 ● The lower of (i) 0.05 20 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) $ / shares in Units, Integer in Thousands, $ in Thousands | Jul. 15, 2021USD ($) | Jul. 02, 2021USD ($)Integer$ / shares | Apr. 19, 2021USD ($)shares | Apr. 19, 2021USD ($) | Aug. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jul. 28, 2020 | Jul. 27, 2020 | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 27, 2019 | Dec. 31, 2018USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Accumulated losses | $ 71,827 | $ 47,281 | $ 17,508 | ||||||||||||||
Working capital | 3,921 | 5,619 | |||||||||||||||
Shareholders' deficit | 10,499 | 11,011 | 6,249 | $ 8,999 | $ 19,458 | $ 8,367 | $ 4,650 | $ 6,263 | $ 1,216 | ||||||||
Proceeds from issuance of financial instruments | 16,438 | 10,685 | |||||||||||||||
Recognized revenue | 5,207 | ||||||||||||||||
Cash deposits | $ 1,250 | $ 1,250 | |||||||||||||||
Proceeds from (Repayments of) Debt | $ 1,250 | ||||||||||||||||
Additional amount of cash payment | $ 250 | ||||||||||||||||
Convertible notes payable | $ 3,500 | ||||||||||||||||
Maturity date description | October 20, 2021 through April 8, 2025 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.05 | ||||||||||||||||
Debt instrument trading days | Integer | 20 | ||||||||||||||||
Payments for repurchase amount | $ 1,170 | ||||||||||||||||
Number of shares issued value | 1,699 | ||||||||||||||||
Fair value description | 90% probability for the Mandatory Conversion and 10% probability for the Optional / Maturity Conversion | ||||||||||||||||
investment write off | $ 618 | ||||||||||||||||
Recognized revenue | 7,733 | 5,031 | |||||||||||||||
Third Party [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Fair value of convertible debt | $ 4,989 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.05 | ||||||||||||||||
Todos Deposit Shares [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | ||||||||||||||||
Fair value market deposit shares | $ 1,500 | ||||||||||||||||
Number of shares issued as non-refundable | shares | 25,862,069 | ||||||||||||||||
Private Placement Transactions [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Proceeds from issuance of financial instruments | 2,617 | 295 | |||||||||||||||
Convertible Bridge Loans Transactions [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Proceeds from issuance of financial instruments | 4,126 | $ 1,374 | |||||||||||||||
Straight loans [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Proceeds from issuance of financial instruments | 1,574 | ||||||||||||||||
Credit Line [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Proceeds from issuance of financial instruments | $ 2,368 | ||||||||||||||||
NIS [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Breakthrough Diagnostics Inc [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Percentage of issued and outstanding common stock | 0.1999 | ||||||||||||||||
Remaining percentage of issued and outstanding common stock | 0.8001 | ||||||||||||||||
Provista Diagnostics Inc [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Sale of stock, percentage | 100.00% | ||||||||||||||||
Assignment of License Agreement [Member] | Breakthrough Diagnostics Inc [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Ownership percentage | 80.01% | 19.99% | |||||||||||||||
Share Purchase Agreement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Number of shares issued as non-refundable | shares | 29,296,875 | ||||||||||||||||
Share Purchase Agreement [Member] | Provista Diagnostics Inc [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Sale of stock value of shares issued in transaction | $ 7,500 | ||||||||||||||||
Share Purchase Agreement [Member] | Provista Diagnostics Inc [Member] | Preferred Stock [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Stock issued during period shares purchase | shares | 3,599 | ||||||||||||||||
Share Purchase Agreement [Member] | Provista Diagnostics Inc [Member] | Ordinary Stock [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Stock issued during period shares purchase | shares | 1,581 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT DEPRECIATION RATE (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 20.00% |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 33.00% |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 7.00% |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 15.00% |
Computers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 3300.00% |
Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, depreciation rate | 1500.00% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Ownership percentage, description | Affiliated company is a 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. | |||
Employee contribution percentage | 8.33% | |||
Research and development grants | $ 272 | |||
Total weighted average number of potentially dilutive ordinary shares | 452,109,492 | 48,642,797 | 112,866,881 | 23,069,233 |
Bio Imagery Ltd [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Variable interest percentage | 33.00% | |||
CATK [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Variable interest percentage | 15.00% |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Governmental institutions | $ 62 | $ 3 | ||
Other Prepaid Expense, Current | [1] | 539 | 6 | |
Other current assets | $ 129 | $ 601 | $ 9 | |
[1] | Including inter alia deferred charged related to receivables financing facility and deferred charged related to equity line (see also Note 7 and Note 15B14, respectively). |
SUMMARY OF OBSERVABLE INPUTS US
SUMMARY OF OBSERVABLE INPUTS USED IN VALUATION OF OPTION TRANSACTION ASSET (Details) - $ / shares | Feb. 27, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Share price | $ 5,385 | $ 0.04 | $ 0.075 |
Exercise price | $ 5,423 | ||
Expected term | 1 month 28 days | ||
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input percentage | 137.20% | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input percentage | 2.44% | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input percentage |
SCHEDULE OF INVESTMENT IN AFFIL
SCHEDULE OF INVESTMENT IN AFFILIATED COMPANY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Investments, All Other Investments [Abstract] | |||||
As of the ending balance | [1] | $ (448) | [1] | $ 1,345 | |
Loans Payable, Noncurrent | 448 | ||||
Total Investment in affiliated company, net | |||||
In-Process Research and Development asset expensed as incurred | (1,345) | ||||
Accumulated net losses | $ (448) | ||||
Revaluation of investment in affiliated company at fair value | 1,623 | ||||
Amount classified to the cost of subsidiary in acquisition achieved in stages upon obtaining control | $ (1,623) | ||||
[1] | The investment in affiliated company as follows: |
SCHEDULE OF INVESTMENT IN AFF_2
SCHEDULE OF INVESTMENT IN AFFILIATED COMPANY (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Joint Venture Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Interest free loan | $ 448 |
SCHEDULE OF PAID IN INVESTMENT
SCHEDULE OF PAID IN INVESTMENT (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | ||
Investments, All Other Investments [Abstract] | ||
Funding commitment | $ 1,550 | [1] |
Fair value of shares upon achieving Performance Milestone | 250 | |
Direct costs incurred | 100 | [2] |
Contingent Consideration | 1,050 | [3] |
Total consideration | $ 2,950 | |
[1] | An amount of $ 911 | |
[2] | Number of 2,164,502 | |
[3] | Was determined by the management by using the assistance of third-party appraiser. As the Company’s obligation under such Contingent Consideration provision represent a potential liability to issue a fixed number of its common stock, the obligation was classified within shareholders’ deficit. |
SCHEDULE OF PAID IN INVESTMEN_2
SCHEDULE OF PAID IN INVESTMENT (Details) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jul. 12, 2020 | Dec. 31, 2020 |
Investment in affiliated company | $ 745 | |
CATK [Member] | ||
Stock issued during the period, shares | 2,164,502 | |
CATK [Member] | In Process Research and Development [Member] | ||
Investment in affiliated company | $ 911 |
INVESTMENT IN AFFILIATD COMPA_3
INVESTMENT IN AFFILIATD COMPANIES, NET (Details Narrative) - USD ($) $ in Thousands | Nov. 02, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jul. 16, 2020 | Jul. 12, 2020 | Jun. 14, 2020 | Feb. 27, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 27, 2020 | Jun. 13, 2020 |
Ownership percentage, description | Affiliated company is a 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. | ||||||||||||||
Payment of cash consideration | $ 2,500 | ||||||||||||||
Research and development expenses | $ 166 | $ 9,086 | 685 | $ 9,655 | $ 9,863 | $ 756 | |||||||||
Value of granted shares | 1,699 | ||||||||||||||
Investment in affiliated company | 745 | ||||||||||||||
Share in losses of affiliated company | $ (1,007) | $ (734) | $ (1,499) | $ (734) | (1,200) | (2,966) | |||||||||
Ordinary Shares [Member] | |||||||||||||||
Stock issued during the period, shares | 6,000,000 | 2,000,000 | |||||||||||||
NLC Pharma Ltd [Member] | |||||||||||||||
Ownership percentage | 15.00% | ||||||||||||||
Stock issued during the period, shares | 2,688,172 | ||||||||||||||
Proceeds from gross sales | $ 20,000 | ||||||||||||||
Cash | 1,650 | ||||||||||||||
Value of granted shares | $ 1,500 | ||||||||||||||
Bio Imagery [Member] | |||||||||||||||
Ownership percentage | 67.00% | ||||||||||||||
Investment in affiliated company | 618 | ||||||||||||||
Bio Imagery [Member] | Restricted Ordinary Shares [Member] | |||||||||||||||
Stock issued during the period, shares | 6,000,000 | ||||||||||||||
Care GB [Member] | |||||||||||||||
Ownership percentage | 33.00% | ||||||||||||||
Joint Venture Agreement [Member] | |||||||||||||||
Residual amount | $ 1,345 | ||||||||||||||
Fair value of equity consideration | 2,518 | ||||||||||||||
Fair value of option transaction | $ 1,173 | ||||||||||||||
Expenses related to investment | 1,345 | ||||||||||||||
Expenses related to option transaction | $ 1,173 | ||||||||||||||
Joint Venture Agreement [Member] | Amarantus Bioscience Holdings, Inc. [Member] | |||||||||||||||
Ownership percentage, description | In exchange for the remaining 80.1% equity interest of Breakthrough, the Company will issue 49.9% of its ordinary shares (which including 19.9% ordinary shares that were already issued) based on the capitalization table of the Company on regular basis as of December 31, 2019 | On February 27, 2019 (the “Effective Date”), following execution of the Convertible bridge loan transactions (see also Note 11), 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”). The transaction was consummated as of February 27, 2019 (the “Closing Date”) in which the Company issued to Amarantus 17,986,999 ordinary shares (the “Equity Consideration”) | |||||||||||||
Ownership percentage | 19.99% | 19.90% | |||||||||||||
Stock issued during the period, shares | 67,599,796 | 17,986,999 | |||||||||||||
Option transaction percentage | 30.01% | 30.01% | |||||||||||||
Fair value of equity consideration | 6,084 | ||||||||||||||
Fair value of option transaction | 1,623 | ||||||||||||||
Payment of cash consideration | 450 | ||||||||||||||
Research and development expenses | $ 8,157 | ||||||||||||||
Joint Venture Agreement [Member] | Subsediary and Amarantus Bioscience Holdings, Inc. [Member] | |||||||||||||||
Remaining ownership percentage | 49.99% | ||||||||||||||
Assignment of License Agreement [Member] | Breakthrough Diagnostics Inc [Member] | |||||||||||||||
Ownership percentage | 19.99% | 80.01% | |||||||||||||
Remaining ownership percentage | 80.01% | ||||||||||||||
License Agreement [Member] | |||||||||||||||
Royalty fee percentage | 80.10% | ||||||||||||||
Distribution Agreement [Member] | |||||||||||||||
Research and development expenses | $ 1,550 | ||||||||||||||
CATK [Member] | |||||||||||||||
Ownership percentage, description | Upon achieving milestone proof of concept that includes (i) conducting successful test within a la environment and (ii) initiation of a multicenter clinical trial (the “Performance Milestone”), the Company shall acquire during a period of one year after achieving the Performance Milestone an additional 5% of CATK from NLC for a sum of $250 to be paid for in shares of the Company based on market value of the shares at the closing price of a day prior to share issuance. The Performance Milestone has been achieved at July 12, 2020, and 2,688,172 Company’s shares were issued to NLC | ||||||||||||||
Sale of stock description | In addition, if CATK sales will be in excess of $32,500 and the Company will complete an uplisting to Nasdaq within one year of signing the amendment, then the Company will fully acquire CATK in a share exchange transaction based on value of $65,000 and NLC shall transfer the IP regarding Viral Testing to the Joint Venture and NLC will have the right to appoint one member of the Company’s Board of Directors. | ||||||||||||||
Investment in affiliated company | $ 2,718 | ||||||||||||||
Share in losses of affiliated company | 105 | ||||||||||||||
CATK [Member] | In Process Research and Development [Member] | |||||||||||||||
Investment in affiliated company | $ 127 | ||||||||||||||
Distribution Rights [Member] | |||||||||||||||
Ownership percentage | 22.00% | 10.00% | |||||||||||||
Royalty fee percentage | 8.00% |
INVESTMENT IN OTHER COMPANY (De
INVESTMENT IN OTHER COMPANY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Aug. 14, 2020 | |
Pathnova Laboratories PTE Ltd [Member] | ||
Investments in pathnova | $ 224 | |
Stock issued during the period, shares | 461,538 | |
Percentage of sharehold | 4.38% | |
Subscription Agreement [Member] | Maximum [Member] | ||
Subscription of shares | 4,615,385 | |
Subscription Agreement [Member] | Singapore, Dollars | Maximum [Member] | ||
Investments in pathnova | $ 3,000 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,208 | $ 178 | |
Less - accumulated depreciation | (209) | (113) | |
Total property and equipment, net | $ 2,591 | 1,999 | 65 |
Laboratory Equipment and Others [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,180 | 152 | |
Computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8 | 8 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 5 | 5 | |
Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 15 | $ 13 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 556 | $ 38 | $ 96 | $ 30 |
RECEIVABLES FINANCING FACILIT_2
RECEIVABLES FINANCING FACILITY, NET (Details Narrative) - USD ($) | Aug. 04, 2020 | Jul. 28, 2020 | Jun. 19, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||||||
Amount drawn | $ 250 | ||||||
Shares issued for royalty agreement | 3,500,000 | 3,500,000 | |||||
Royalty agreement term | 25 years | ||||||
Royalty agreement extension term | 25 years | ||||||
Royalty expense | $ 5,000 | $ 53,000 | $ 29,000 | $ 53,000 | $ 50,000 | ||
Value of shares issued in royalty agreement | $ 315 | ||||||
Amortization expense | $ 34 | 130 | |||||
Secured short-term Loan | $ 1,306 | ||||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate, description | During the year ended December 31, 2020, the Company drew an amount of $2,617 out of the Draw Credit Maximum Amount under the Receivables Financing Agreement and repaid $2,317. As of December 31, 2020, an amount of $300 has not been repaid. | ||||||
Royalty expense | $ 139 | ||||||
Interest on royalty | $ 867 | ||||||
Revolving Credit Facility [Member] | Toledo Advisor LLC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum principal amount | $ 25,000 | ||||||
Interest rate, description | Interest shall accrue on the unpaid aggregate principal balance of each draw at an interest rate per annum equal to the greater of (i) 12% per annum, or (ii) 30% of the anticipated margin for the applicable receivable financed as presented to the Lender in connection with each draw (the “Applicable Rate”). All interest accruing on each draw shall be due and payable on the applicable draw loan maturity date which is the earlier to occur of (i) the day that is ninety days following the day such draw was funded by the Lender and (ii) the day that the receivable, the financing for which such draw was requested, is paid. Moreover, upon occurrence of default event, draws shall bear per annum interest at the rate of 6% above the Applicable Rate then in effect. |
SCHEDULE OF RECONCILIATION STRA
SCHEDULE OF RECONCILIATION STRAIGHT LOANS AND SIMILAR INSTRUMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Loans Net | |||||
Opening balance | $ 113 | ||||
Plus: Net consideration received | [1] | 2,035 | 1,469 | ||
Less: Debt issuance costs | (101) | ||||
Less: Debt issuance costs | 101 | ||||
Less: Fair value of detachable instruments accounted for as equity component or derivative liabilities | (531) | ||||
Less: Fair value of detachable instruments accounted for as equity component | (461) | (758) | |||
Plus: Amortization of discounts and accrued interest expenses | 1,170 | 959 | |||
Less: straight loans reclassified to convertible loans upon change of terms | [1] | (1,185) | (1,796) | ||
Plus: Modification of terms of convertible bridge loans | 113 | ||||
Closing balance | $ 1,672 | $ 113 | $ 1,672 | $ 113 | |
[1] | The number of shares to be issued upon the exercise of derivative liabilities related to warrants instruments has not been determined as such warrants provide the Lenders with 25 20,896,789 3,351,586 |
SCHEDULE OF RECONCILIATION ST_2
SCHEDULE OF RECONCILIATION STRAIGHT LOANS AND SIMILAR INSTRUMENTS (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Loan principal amount | $ 697 | $ 697 |
Convertible Bridge Loan [Member] | ||
Short-term Debt [Line Items] | ||
Loan principal amount | $ 992 | $ 992 |
LOANS, NET (Details Narrative)
LOANS, NET (Details Narrative) - USD ($) | Dec. 31, 2020 | Nov. 04, 2020 | Aug. 04, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 22, 2020 |
Proceeds from loans | $ 450 | ||||||
Original issue discount on loan | 320 | ||||||
Loan principal amount | 770 | $ 580 | |||||
Amortization expense | $ 34 | 130 | |||||
Consideration of purchase price | $ 138 | ||||||
Secured Convertible Equipment Loan Agreement [Member] | |||||||
Proceeds from loans | $ 450,000 | 750 | |||||
Original issue discount on loan | 500 | ||||||
Loan principal amount | $ 1,250 | 954 | |||||
Amortization expense | $ 2,207,000 | $ 2,414,000 | $ 204 | ||||
Stock issued during the period, shares | 20,000,000 | 20,000,000 | |||||
Minimum [Member] | |||||||
Proceeds from equity | $ 5,000 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | |||
Accrued payroll and related taxes | $ 140 | $ 173 | |
Provision for vacation | 50 | 37 | |
Accrued expenses | 2,126 | 590 | |
Other Current Liabilities | $ 3,450 | $ 2,316 | $ 800 |
SCHEDULE OF CARRYING AMOUNT OF
SCHEDULE OF CARRYING AMOUNT OF THE LOANS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loans From Shareholders | ||||
Opening balance | $ 310 | $ 310 | $ 612 | |
Less: Partial conversion of loans from shareholders | (350) | (350) | ||
Plus: Exchange differences relating to loans from shareholders | $ 40 | 40 | 48 | |
Closing balance, classified as a non-current liability in 2019 | $ 310 |
LOANS FROM SHAREHOLDERS (Detail
LOANS FROM SHAREHOLDERS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 10, 2020 | Mar. 25, 2020 | Apr. 29, 2019 | Nov. 20, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 02, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Conversion price per share | $ 0.05 | ||||||||||
Options to purchase ordinary shares | 13,750,000 | 2,545,083 | 13,750,000 | 2,545,083 | 2,545,083 | 1,129,836 | |||||
Option exercise price | $ 0.030 | $ 0.095 | $ 0.030 | $ 0.095 | $ 0.095 | $ 0.120 | |||||
Expected dividend yield | 0.00% | ||||||||||
Risk-free interest rate | 2.54% | ||||||||||
Expected volatility | 125.20% | ||||||||||
Loss from extinguishment of loans | $ (1,423) | ||||||||||
Assignment Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Fair value of options | $ 1,108 | ||||||||||
Expected dividend yield | 0.00% | ||||||||||
Risk-free interest rate | 231.00% | ||||||||||
Expected volatility | 127.80% | ||||||||||
Fair value of shares | $ 665 | ||||||||||
Loss from extinguishment of loans | $ 1,423 | ||||||||||
Assignment Agreement [Member] | Assignees [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Loan from shareholders | $ 350 | ||||||||||
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 | ||||||||||
Loan Conversion Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Loan from shareholders | $ 350 | ||||||||||
Debt conversion into shares | 8,750,000 | ||||||||||
Conversion price per share | $ 0.04 |
SCHEDULE OF CARRYING AMOUNT O_2
SCHEDULE OF CARRYING AMOUNT OF CONVERTIBLE BRIDGE LOANS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||||||||
Opening balance | $ 5,965 | $ 3,427 | $ 3,427 | $ 3,427 | $ 3,427 | |||
Plus: Net cash consideration received | 2,390 | |||||||
Less: Fair value of derivative liability related to bifurcated embedded conversion feature | (2,893) | |||||||
Less: Fair value of detachable instruments accounted for as equity component | (461) | (758) | ||||||
Plus: Changes in terms of straight loans to convertible loans | 1,185 | 1,796 | ||||||
Less: Partial conversion of convertible bridge loans into equity | (4,639) | (336) | ||||||
Less: Modification of convertible bridge loans transactions | (3,375) | (355) | ||||||
Plus: Amortization of discounts and accrued interest expenses | $ 4,432 | $ 10,896 | 18,080 | $ 8,393 | 1,655 | 1,655 | ||
Plus: Change in fair value of convertible bridge loans | 8,973 | 2,322 | 8,973 | 2,322 | ||||
Closing balance | $ 17,017 | $ 17,017 | $ 5,965 | $ 3,427 | $ 5,965 | $ 3,427 |
CONVERTIBLE BRIDGE LOANS, NET_2
CONVERTIBLE BRIDGE LOANS, NET (Details Narrative) | Sep. 23, 2021USD ($) | Jul. 19, 2021USD ($) | Jul. 07, 2021USD ($) | Dec. 31, 2020USD ($)shares | Nov. 04, 2020USD ($) | Sep. 02, 2020 | Aug. 21, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 15, 2020USD ($) | Jun. 12, 2020USD ($)$ / shares | Jun. 12, 2020USD ($)$ / sharesshares | Apr. 24, 2020USD ($)$ / sharesshares | Feb. 20, 2020USD ($)$ / shares | Jan. 09, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)shares | Dec. 10, 2019USD ($)$ / sharesshares | Dec. 02, 2019USD ($)$ / shares | Sep. 30, 2021USD ($) | Jul. 31, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,666,000 | ||||||||||||||||||||||||||||||||
Changes in fair value | $ (299,000) | $ 927,000 | $ 500,000 | ||||||||||||||||||||||||||||||
Proceeds from debt | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | 13,687,000 | 3,087,000 | 2,390,000 | ||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 7,918,000 | $ 1,776,000 | $ 6,870,000 | $ 1,454,000 | $ 902,000 | $ 1,586,000 | 4,677,000 | 335,000 | |||||||||||||||||||||||||
Additional paid-in-capital | $ 651,000 | $ 60,000 | 651,000 | 60,000 | $ 651,000 | $ 60,000 | |||||||||||||||||||||||||||
Discount on amortization | 2,290,000 | 1,170,000 | 959,000 | ||||||||||||||||||||||||||||||
Certificate processing cost | $ 1,500 | ||||||||||||||||||||||||||||||||
Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from debt | 938,000 | ||||||||||||||||||||||||||||||||
Convertible Bridge Loan [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 4,918,000 | 355,000 | 4,918,000 | 355,000 | 4,918,000 | 355,000 | |||||||||||||||||||||||||||
Conversion of debt description | If a Nasdaq listing does not happen by the Amended Maturity Date, the lender will be entitled to convert or request redemption at its option; (ii) the Company will pay in cash to lenders 10% of the outstanding balance of the note within 25 days from the amendment date and 10% of the outstanding balance in equity in consideration for the extension of the loan and (iii) the Third Warrants will be cashless exercised upon the Company listing its ordinary shares on the Nasdaq. | ||||||||||||||||||||||||||||||||
Changes in fair value | 416,000 | 138,000 | |||||||||||||||||||||||||||||||
Cash payments for warrants | 54,000 | $ 54,000 | 54,000 | ||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 720,000 | 309,427 | |||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 19,000 | ||||||||||||||||||||||||||||||||
Fair value of ordinary shares | 697,000 | 25,000 | |||||||||||||||||||||||||||||||
Fair value of loans payable | 192,000 | 192,000 | 192,000 | ||||||||||||||||||||||||||||||
Additional paid-in-capital | 80,000 | 80,000 | 80,000 | ||||||||||||||||||||||||||||||
Extinguishment amount | $ 97,000 | 3,751,000 | |||||||||||||||||||||||||||||||
Fair value of derivative liability | 2,500,000 | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||
Remeasurement expense | $ 0 | 34,000 | 1,985,000 | ||||||||||||||||||||||||||||||
Discount on amortization | 2,750,000 | 81,000 | 756,000 | ||||||||||||||||||||||||||||||
Beneficial conversion feature | 60,000 | ||||||||||||||||||||||||||||||||
First Warrant [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Changes in fair value | 884,000 | ||||||||||||||||||||||||||||||||
Second Warrant [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from debt | 326,000 | ||||||||||||||||||||||||||||||||
Third Party [Member] | First Warrant [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Changes in fair value | $ 205,000 | ||||||||||||||||||||||||||||||||
Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Convertible bridge loan | $ 1,443,000 | $ 1,443,000 | $ 1,443,000 | $ 27,000 | |||||||||||||||||||||||||||||
Debt instrument principal rate | 90.00% | 90.00% | 90.00% | ||||||||||||||||||||||||||||||
Debt instrument discount rate | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 163,000 | $ 163,000 | $ 163,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | 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 were 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 were reclassified to non-current liability. | ||||||||||||||||||||||||||||||||
Conversion of debt description | 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 were reclassified to non-current liability. | ||||||||||||||||||||||||||||||||
Warrant coverage percentage | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||||||||
Warrant or Right, Reason for Issuance, Description | 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. | ||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 158,000 | ||||||||||||||||||||||||||||||||
Additional discount of the convertible bridge loans | 34,000 | $ 101,000 | |||||||||||||||||||||||||||||||
First Amendment of 2019 and 2018 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 500,000,000 | ||||||||||||||||||||||||||||||||
Additional bridge loan | $ 500,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.15 | ||||||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||||||
First Amendment of 2019 and 2018 Loan Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 24.00% | ||||||||||||||||||||||||||||||||
Convertible Note Extension Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 70.00% | ||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 20,792,380,000 | $ 1,666,667,000 | |||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||||||
Stock issued during period shares restricted stock | shares | 350,000,000 | ||||||||||||||||||||||||||||||||
Ordinary shares par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||
Debt instrument, conversion price rate | 0.15 | ||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 14, 2020 | ||||||||||||||||||||||||||||||||
Cash payments for warrants | $ 35,000 | ||||||||||||||||||||||||||||||||
Second Amendment of 2019 and 2018 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 1,000,000,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 31, 2020 | ||||||||||||||||||||||||||||||||
Second Amendment of 2019 and 2018 Loan Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 127,000 | ||||||||||||||||||||||||||||||||
Second Amendment of 2019 and 2018 Loan Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 101,000 | ||||||||||||||||||||||||||||||||
Amendment No 2 of 2019 and 2018 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 20.00% | ||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 15, 2020 | ||||||||||||||||||||||||||||||||
Accrued interest percentage | 15.00% | ||||||||||||||||||||||||||||||||
March 2020 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Convertible bridge loan | $ 697,000 | ||||||||||||||||||||||||||||||||
Debt instrument discount rate | 30.00% | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 299,000 | ||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 70.00% | ||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 6 months | ||||||||||||||||||||||||||||||||
Conversion of debt description | Any amount so converted will be converted into common stock of the Company at a price equal to the lower of (i) the closing market price on the date of closing and (ii) 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”). | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||||||
Fair value of loans payable | $ 236,000 | ||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||||
Number of warrants issued | shares | 31,236,042 | ||||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 461,000 | ||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument principal rate | 30.00% | 125.00% | 125.00% | 125.00% | |||||||||||||||||||||||||||||
Debt instrument discount rate | 25.00% | 16.00% | 20.00% | 20.00% | 20.00% | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 2.00% | 84.00% | 84.00% | 20.00% | ||||||||||||||||||||||||||||
Debt instrument, description | 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) 60% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock as reported on the market during the 11 trading days immediately prior to but not including the date of conversion (“Conversion Price”). In addition, the Lender must convert any outstanding balances due under the Note within 15 days if, (a) the Company successfully uplists its common stock to trade on the Nasdaq stock exchange, and (2) there is an effective registration statement on file with the Securities and Exchange Commission that includes a registration of the common stock underlying the Note. | Upon occurrence of Sale Event (as defined in the Note), upon the Lender request, the Company shall redeem the Note in cash in an amount equal to 150% of the principal amount, plus accrued but unpaid interest through the redemption date, or at the Lender election, such Lender may convert the unpaid principal amount of the Note and interest into ordinary shares of the Company at the Conversion Price immediately prior to such Sale Event. At the closing date and December 31, 2020, the management considered Sale Event as remotely. | 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 may be subject to the daily penalty pending of default scenario as described in the Note. | 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 may be subject to the daily penalty pending of default scenario as described in the Note. | |||||||||||||||||||||||||||||
Proceeds from debt | $ 175,000 | $ 315,000 | $ 50,000 | $ 200,000 | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 21, 2020 | Jun. 12, 2021 | Apr. 24, 2021 | ||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 81,736,111 | ||||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 750,000 | ||||||||||||||||||||||||||||||||
Fair value of ordinary shares | $ 215,000 | ||||||||||||||||||||||||||||||||
Fair value of loans payable | $ 267,000 | 374,000 | $ 61,000 | $ 61,000 | $ 135,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | 2.00% | 8.00% | ||||||||||||||||||||||||||||||
Number of warrants issued | shares | 8,000,000 | 500,000 | 1,250,000 | ||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 123,000 | 60,000 | $ 10,000 | $ 10,000 | $ 65,000 | $ 1,127,000 | $ 1,127,000 | 1,127,000 | |||||||||||||||||||||||||
Remeasurement expense | $ 45,000 | $ 148,000 | |||||||||||||||||||||||||||||||
Discount on amortization | 266,000 | 23,000 | 21,000 | ||||||||||||||||||||||||||||||
Debt instrument discount | 75,000 | 60,000 | $ 12,500 | 12,500 | $ 50,000 | ||||||||||||||||||||||||||||
Debt Instrument increase decrease percentage | 12.00% | ||||||||||||||||||||||||||||||||
Accumulated interest cost, conversion price | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 3,000 | $ 81,000 | $ 463,000 | $ 66,000 | $ 173,000 | 60,000 | $ 127,000 | $ 243,000 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Host Loan Instrument [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Fair value of loans payable | $ 8,000 | ||||||||||||||||||||||||||||||||
Discount on amortization | 9,000 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 10,000 | ||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Two Private Lenders [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument discount rate | 25.00% | 25.00% | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | 2.00% | |||||||||||||||||||||||||||||||
Debt instrument, description | The Lenders are 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 150% of the closing price on the closing date and will be effective for 40 trading days from the closing date. After the initial 40 trading days, the conversion price shall equal to the lower of (i) 60% of the lowest volume weighted average price trading price for the common stock as reported at the market reporting trade prices for the common stock during the 10 trading days immediately prior to conversion, and including, the date of the conversion notice; and (ii) 150% of the closing price on the closing date and the closing price on the effectiveness date of the registration statement, including the day upon which a conversion notice is received by the Company (the “Conversion Price”). | 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. | |||||||||||||||||||||||||||||||
Changes in fair value | $ 42,000 | ||||||||||||||||||||||||||||||||
Proceeds from debt | $ 300,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||||
Debt maturity date | Dec. 22, 2020 | ||||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||
Fair value of loans payable | $ 360,000 | $ 360,000 | |||||||||||||||||||||||||||||||
Number of warrants issued | shares | 3,000,000 | ||||||||||||||||||||||||||||||||
Fair value of derivative liability | 51,000 | $ 51,000 | |||||||||||||||||||||||||||||||
Discount on amortization | $ 723,000 | 153,000 | |||||||||||||||||||||||||||||||
Debt instrument discount | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 359,000 | 359,000 | |||||||||||||||||||||||||||||||
gross principal amount percentage | 75.00% | 75.00% | |||||||||||||||||||||||||||||||
July 2020 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument principal rate | 71.80% | 71.80% | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,881,000 | $ 1,881,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | 2.00% | |||||||||||||||||||||||||||||||
Debt instrument, maturity term | 6 months | ||||||||||||||||||||||||||||||||
Debt instrument, description | The Convertible Note may be redeemed at any time at an amount equal to 125% of the outstanding loan principal and unpaid interest. The Lenders may convert the loan principal and accrued interest by 150% of the closing bid price and will be effective for 40 days following the closing date. After the initial 40 days, the conversion price shall equal the lower of (i) 60% of the lowest VMAP trading price for the common stock as reported on the market reporting trade prices for the common stock during 11 trading days immediately prior to the conversion date (including conversion date) or (ii) 150% of the closing bid price on the closing date and (iii) 150% of the closing bid price on the effectiveness date of the Company’s registration statements registering the conversion shares. | ||||||||||||||||||||||||||||||||
Conversion of debt description | Upon event of default as defined in the Securities Purchase Agreement, the Lenders may require the Company to redeem all or any portion of the note at the greater of default interest rate of 18% or the maximum rate permitted under applicable law (the “Event of Default Price”) together with liquidated damages of $250 plus an amount in cash equal to 1% of the Event of Default Price for each 30 day period during which redemptions fail to be made. In addition, the Lenders may convert the loan principal and accrued interest by 150% of the closing bid price and will be effective for 40 days following the closing date. After the initial 40 days, the conversion price shall equal the lower of (i) 35% of the lowest VMAP trading price for the common stock as reported on the market reporting trade prices for the common stock during 11 trading days immediately prior to the conversion date (including the conversion date), (ii) 150% of the closing bid price on the closing date and (iii) 150% of the closing bid price on the effectiveness date of the Company’s registration statements registering the conversion shares | ||||||||||||||||||||||||||||||||
Proceeds from debt | $ 1,350,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 7,333,333 | ||||||||||||||||||||||||||||||||
Fair value of ordinary shares | $ 826,000 | ||||||||||||||||||||||||||||||||
Fair value of loans payable | $ 1,710,000 | $ 1,710,000 | |||||||||||||||||||||||||||||||
Number of warrants issued | shares | 10,513,513 | ||||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 237,000 | $ 230,000 | $ 230,000 | $ 237,000 | $ 237,000 | ||||||||||||||||||||||||||||
Discount on amortization | 1,543,000 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 1,708,000 | ||||||||||||||||||||||||||||||||
Amendment to July 2020 Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Convertible bridge loan | $ 1,100,000 | ||||||||||||||||||||||||||||||||
Conversion of debt description | (i) the Conversion Price shall in no event be greater than $0.05; (ii) an amount equal to 25% of the total outstanding amount due under the Note shall be added to the Principal amount and (iii) an additional 2.5 million warrants shall be issued in the same form as those issued pursuant to the Purchase Agreement. | ||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 2,500,000 | ||||||||||||||||||||||||||||||||
Fair value of loans payable | 1,434,000 | ||||||||||||||||||||||||||||||||
Extinguishment amount | 449,000 | ||||||||||||||||||||||||||||||||
Fair value of derivative liability | $ 115,000 | ||||||||||||||||||||||||||||||||
Secured Convertible Equipment Loan Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument discount rate | 40.00% | 40.00% | 40.00% | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 750,000 | $ 750,000 | $ 750,000 | ||||||||||||||||||||||||||||||
Debt instrument, description | During the initial payback period and up until the earlier of either (a) April 30, 2021, or (b) the aggregate loan amount is paid in full, all royalty payments made to Lender will be counted towards their loan balance. Thereafter, the royalties continue so long as the machines are in use. | ||||||||||||||||||||||||||||||||
Proceeds from debt | $ 450,000 | ||||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 64,630,113 | 1,811,864 | |||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 4,639,000 | $ 336,000 | |||||||||||||||||||||||||||||||
Fair value of ordinary shares | $ 870,000 | ||||||||||||||||||||||||||||||||
Debt instrument discount | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||
Royalty interest rate | 12.50% | 12.50% |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS AND TERMS (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding | 2,477,500 | 2,477,500 | |
Exercisable | 2,477,500 | ||
Series (2015) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding | 1,502,500 | 1,502,500 | |
Exercise Price | $ 0.5 | ||
Exercisable | 1,502,500 | ||
Exercisable Through | April 2021 | ||
Series (2016) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding | 375,000 | 375,000 | |
Exercise Price | $ 0.5 | ||
Exercisable | 375,000 | ||
Exercisable Through | March 2022 | ||
Series (2018) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding | 600,000 | 600,000 | |
Exercise Price | $ 0.125 | ||
Exercisable | 600,000 | ||
Exercisable Through | November 2021 | ||
First Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding | [1] | ||
Exercise Price | [1] | ||
Exercisable | |||
Exercisable Through | [2] | ||
[1] | The number of shares to be issued upon the exercise of derivative liabilities related to warrants instruments has not been determined as such warrants provide the Lenders with 25 20,896,789 3,351,586 | ||
[2] | The exercise period is three years from the date of the determination of the exercise price. |
SCHEDULE OF OUTSTANDING WARRA_2
SCHEDULE OF OUTSTANDING WARRANTS AND TERMS (Details) (Parenthetical) - shares shares in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant percentage | 2500.00% | |
Warrants oustanding | 2,477,500 | 2,477,500 |
Warrant [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrants oustanding | 3,351,586 | 20,896,789 |
SCHEDULE OF VALUATION OF THE DE
SCHEDULE OF VALUATION OF THE DERIVATIVE WARRANT LIABILITIES (Details) | 12 Months Ended | |||
Dec. 31, 2020$ / sharesInteger | Dec. 31, 2019Integer$ / shares | Sep. 30, 2021$ / shares | Feb. 27, 2019$ / shares | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.075 | $ 0.04 | $ 5,385 | |
Warrant [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.075 | $ 0.04 | ||
Probability for uplisting | 75.00% | 75.00% | ||
Warrant [Member] | Minimum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities expected term | 1 year 6 months | 1 year 11 months 15 days | ||
Warrant [Member] | Maximum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities expected term | 1 year 10 months 28 days | 2 years 11 months 26 days | ||
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.018 | |||
Derivative warrant liabilities | 0.04 | |||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 105.77 | 102.55 | ||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 113.53 | 125.71 | ||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 0.11 | 1.58 | ||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 0.13 | 1.62 | ||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | ||||
Series (2015) [Member] | Warrant [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.075 | $ 0.04 | ||
Derivative warrant liabilities expected term | 4 months 6 days | 1 year 4 months 6 days | ||
Series (2015) [Member] | Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.50 | $ 0.50 | ||
Series (2015) [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 144.63 | 109.15 | ||
Series (2015) [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 0.09 | 1.59 | ||
Series (2015) [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | Integer | ||||
Series (2016) [Member] | Warrant [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.075 | $ 0.04 | ||
Derivative warrant liabilities expected term | 1 year 2 months 15 days | 2 years 2 months 15 days | ||
Series (2016) [Member] | Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.50 | $ 0.50 | ||
Series (2016) [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 209.19 | 122.46 | ||
Series (2016) [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 0.09 | 1.58 | ||
Series (2016) [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | Integer | ||||
Series (2018) [Member] | Warrant [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.075 | $ 0.04 | ||
Derivative warrant liabilities expected term | 10 months 17 days | 1 year 10 months 17 days | ||
Series (2018) [Member] | Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.50 | $ 0.125 | ||
Series (2018) [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 238.82 | 102.92 | ||
Series (2018) [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 0.09 | 1.58 | ||
Series (2018) [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | Integer | ||||
Closing Date [Member] | Warrant [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities expected term | 2 years 4 months 17 days | |||
Probability for uplisting | 75.00% | |||
Closing Date [Member] | Warrant [Member] | Minimum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.12 | |||
Closing Date [Member] | Warrant [Member] | Maximum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | 0.26 | |||
Closing Date [Member] | Warrant [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | 0.12 | |||
Closing Date [Member] | Warrant [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Share price (U.S. dollars) | $ 0.26 | |||
Closing Date [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 125.31 | |||
Closing Date [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 129.94 | |||
Closing Date [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 1.74 | |||
Closing Date [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities | 2.56 | |||
Closing Date [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Derivative warrant liabilities |
SCHEDULE OF WARRANT ACTIVITIES
SCHEDULE OF WARRANT ACTIVITIES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | $ 301 | $ 752 | $ 752 | $ 28 | |
Granted | 284 | ||||
Amount classified to equity upon determination of the exercise price | [1] | (651) | (60) | ||
Expired | [2] | ||||
Changes in fair value | (299) | 927 | 500 | ||
Ending balance | 2 | 301 | 752 | ||
Modification of convertible bridge loans transactions | (727) | ||||
Two Thousand Nineteen Warrants [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | 662 | 662 | |||
Granted | 205 | ||||
Amount classified to equity upon determination of the exercise price | [1] | (60) | |||
Expired | |||||
Changes in fair value | 517 | ||||
Ending balance | 662 | ||||
Placement Agent Warrant [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | 79 | 79 | 79 | ||
Granted | [3] | 79 | |||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Expired | |||||
Changes in fair value | |||||
Ending balance | 79 | 79 | |||
Modification of convertible bridge loans transactions | |||||
First Warrant [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | 168 | 662 | 662 | ||
Amount classified to equity upon determination of the exercise price | [1] | (651) | |||
Changes in fair value | 884 | ||||
Ending balance | 168 | 662 | |||
Modification of convertible bridge loans transactions | (727) | ||||
Series (2015) [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | 11 | 2 | 2 | 6 | |
Granted | |||||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Expired | |||||
Changes in fair value | 9 | (4) | |||
Ending balance | 11 | 2 | |||
Modification of convertible bridge loans transactions | |||||
Series (2016) [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | 13 | 3 | 3 | 3 | |
Granted | |||||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Expired | [2] | ||||
Changes in fair value | 10 | ||||
Ending balance | 13 | 3 | |||
Modification of convertible bridge loans transactions | |||||
Series (2018) [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||
Beginning balance | $ 30 | $ 6 | 6 | 19 | |
Granted | |||||
Amount classified to equity upon determination of the exercise price | [1] | ||||
Expired | |||||
Changes in fair value | 24 | (13) | |||
Ending balance | 30 | $ 6 | |||
Modification of convertible bridge loans transactions | |||||
[1] | Following the partial conversion of certain convertible bridge loans into ordinary shares (see also Note 11), the right that was granted to the lenders to receive a variable number of shares of common stock upon exercise of certain warrants has been lapsed and accordingly the applicable amount was reclassified from non-current financial liability into additional paid-in capital. | ||||
[2] | Representing amount lower than $ 1 | ||||
[3] | The fair value of the Placement Agent Warrant is equal to 8 |
SCHEDULE OF WARRANT ACTIVITIE_2
SCHEDULE OF WARRANT ACTIVITIES (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |
Derivative Warrant Expired Representing Amount | $ 1 |
Warrant [Member] | Placement Agent [Member] | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |
Fair value of warrant percentage | 8.00% |
DERIVATIVE WARRANTS LIABILITY_2
DERIVATIVE WARRANTS LIABILITY (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Proceeds from warrants | $ 13,687 | $ 3,087 | $ 2,390 | ||||
Warrants exercised | 2,477,500,000 | 2,477,500,000 | |||||
Estimated fair value of warrant liability | $ 2 | $ 301 | $ 752 | $ 28 | |||
Warrant [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Stock issued during the period, shares | 600,000 | 4,518,406 | 3,106,000 | ||||
Warrants exercised | 3,351,586,000 | 20,896,789,000 | |||||
Private Placement [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Proceeds from warrants | $ 20 | $ 244 | $ 168 | ||||
Private Placement [Member] | Convertible Bridge Loans Transactions [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Proceeds from warrants | $ 205 | ||||||
Warrants exercised | 79 | ||||||
Estimated fair value of warrant liability | $ 247 | $ 741 |
SUMMARY OF OBSERVABLE INPUTS _2
SUMMARY OF OBSERVABLE INPUTS USED IN THE VALUATION OF THE CONVERTIBLE COMPONENT LIABILITY (Details) - Convertible Bridge Loan [Member] | Dec. 31, 2020 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 0.075 |
Measurement Input, Share Price [Member] | Closing Date [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 0.051 |
Measurement Input, Share Price [Member] | Closing Date [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 0.125 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 128.3 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 131.5 |
Measurement Input, Price Volatility [Member] | Closing Date [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 95.92 |
Measurement Input, Price Volatility [Member] | Closing Date [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 127.53 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 0.08 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 0.14 |
Measurement Input, Risk Free Interest Rate [Member] | Closing Date [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 0.10 |
Measurement Input, Risk Free Interest Rate [Member] | Closing Date [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible component liability for measurment input | 0.18 |
SUMMARY OF FAIR VALUE OF CONVER
SUMMARY OF FAIR VALUE OF CONVERTIBLE COMPONENT LIABILITY (Details) - Convertible Bridge Loan [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Short-term Debt [Line Items] | |
Balances as of December 31, 2019 | |
Plus: Recognition at the initial date | 2,893 |
Less: Partial conversion of convertible bridge loans into equity | (38) |
Plus: Modification of convertible bridge loans transactions | 213 |
Less: Changes in fair value | (568) |
Balances as of December 31, 2020 | $ 2,500 |
FAIR CALUE OF BIFRUCATED CONV_3
FAIR CALUE OF BIFRUCATED CONVERTIBLE FEATURE OF CONVERTIBLE BRIDGE LOANS (Details Narrative) - Convertible Bridge Loan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Proceeds from convertible component liability | $ 2,893 | |
Fair value of derivative liability | $ 2,500 |
SCHEDULE OF ROYALTY RATES (Deta
SCHEDULE OF ROYALTY RATES (Details) | Dec. 31, 2020 |
Product Liability Contingency [Line Items] | |
Royalty payment on net sale, reduced percentage | 2.00% |
Leukemia Related Products [Member] | |
Product Liability Contingency [Line Items] | |
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] | |
Product Liability Contingency [Line Items] | |
Royalty payment on net sale, percentage | 2.50% |
Royalty payment on fixed sublicence income with no sublicence income on sales, percentage | 15.00% |
Royalty payment on fixed sublicence income with sublicence income on sales, percentage | 7.50% |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) | Jul. 02, 2021Integer | Mar. 15, 2021shares | Mar. 10, 2021shares | Feb. 17, 2021shares | Feb. 01, 2021shares | Feb. 01, 2021shares | Nov. 25, 2020USD ($) | Oct. 19, 2020shares | Oct. 07, 2020 | Sep. 30, 2020USD ($)$ / shares | Sep. 15, 2020 | Aug. 25, 2020USD ($)shares | Aug. 11, 2020USD ($) | Jul. 30, 2020USD ($) | Jul. 29, 2020USD ($)shares | Jul. 23, 2020USD ($) | Jul. 23, 2020 | Jun. 23, 2020USD ($)$ / sharesshares | Jun. 22, 2020USD ($)$ / sharesshares | Jun. 15, 2020USD ($) | Jun. 14, 2020USD ($) | Jun. 08, 2020USD ($)$ / sharesshares | Jun. 05, 2020shares | May 27, 2020shares | May 23, 2020USD ($)$ / sharesshares | May 20, 2020USD ($) | Apr. 08, 2020USD ($) | Apr. 06, 2020 | Apr. 02, 2020USD ($) | Mar. 13, 2020USD ($) | Feb. 13, 2020USD ($) | Feb. 11, 2020 | Feb. 10, 2020USD ($)$ / sharesshares | Feb. 06, 2020USD ($)$ / sharesshares | Jan. 13, 2020shares | Nov. 24, 2019shares | Oct. 10, 2019USD ($)Integer | Sep. 24, 2019shares | Sep. 01, 2019USD ($) | May 16, 2019USD ($)$ / sharesshares | Apr. 14, 2019USD ($)$ / sharesshares | Mar. 28, 2019USD ($)$ / shares | Mar. 28, 2019USD ($)Integer$ / sharesshares | Dec. 20, 2018 | Nov. 07, 2018USD ($) | Mar. 16, 2017USD ($) | Oct. 31, 2020 | Jul. 31, 2020shares | Apr. 30, 2020shares | Jan. 31, 2020shares | Dec. 02, 2019USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015shares | Dec. 31, 2013USD ($) | Dec. 22, 2020USD ($) | Nov. 04, 2020 | Oct. 06, 2020 | Apr. 22, 2010USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share value | $ 1,699,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 633,000 | $ 2,334,000 | $ 2,612,000 | $ 1,254,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible threshold percentage of stock price days | Integer | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketing expenses | 3,058,000 | 667,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development expense | $ 166,000 | $ 9,086,000 | 685,000 | 9,655,000 | 9,863,000 | 756,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net profit before tax | (33,000) | 401,000 | 2,582,000 | 422,000 | 1,389,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | (5,681,000) | (14,081,000) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted ordinary shares value | $ 987,000 | $ 832,000 | 660,000 | 755,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | 1,869,000 | $ 804,000 | 5,198,000 | $ 1,729,000 | 2,729,000 | 2,093,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expenses | 558,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non cancellable minimum royalties current | 355,000 | 355,000 | 291,000 | 235,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non cancellable minimum royalties noncurrent | $ 175,000 | $ 175,000 | $ 185,000 | $ 188,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 13,750,000 | 2,545,083 | 13,750,000 | 2,545,083 | 2,545,083 | 1,129,836 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Obligation | $ 138 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development grants received | $ 162,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grants maximum amount | $ 185,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grants receivable | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, plus annual interest equal to 12-month LIBOR applicable to dollar deposit. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development grants | $ 272,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | shares | 7,309,915 | 5,718,588 | 11,864,001 | 4,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted ordinary shares value | $ 21,000 | $ 17,000 | $ 40,000 | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 600,000 | 4,518,406 | 3,106,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark Zegal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 2.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 8,750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 350,000 | $ 349,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and Administrative [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 60,000 | $ 335,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NIS [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distribution Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development expense | $ 1,550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distribution Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Obligation | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CTO Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 60,000 | $ 12,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 1,599,499 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CTO Consulting Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CTO Consulting Agreement [Member] | NIS [Member] | Mr. Udi Zelig [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | shares | 13,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting agreement description | The services under the Consulting Agreement will commence on April 1, 2020 and will continue until the earlier to occur of: (i) April 1, 2021, or (ii) earlier termination. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development expense | $ 1,092 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Dr. Wee Yue Chew [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net profit before tax | $ 2,150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual performance bonus rate | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | SGD [Member] | Dr. Wee Yue Chew [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net profit before tax | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 175,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 375,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of purchase of the company's issued and outstanding | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vested term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Predefined milestones percentage | 30.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of gross margin | 1.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 20,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Chief Executive Officer [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock unit, shares | shares | 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volume of sales | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Chief Executive Officer [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock unit, shares | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volume of sales | $ 100,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | the Company’s Annual General Meeting of Shareholders has approved compensation package for the Company’s Chief Financial Officer that include inter alia (i) base salary of $225; (ii) grant of stock options to purchase 0.25% of the Company’s issued and outstanding shares as of June 30, 2020, at an exercise price equal to the fair market value of the Company’s shares on the date of grant, vesting quarterly over the course of five years; (iii) up to 30% cash bonus predefined milestones or milestone bonuses in form of Restricted Stock Units range of 25,000 up to 100,000 and cash bonus range of $75 up to $300 which are based on cumulative volume of sales range of $25,000 up to $100,000 (“Milestone Bonus Fee”); (iv) 0.5% of gross margin for the calendar year 2020 on Board approval of the Company’s 2020 Financial Statements (“One-Time Bonus”); (v) an immediate grant of vested RSU equal to $100 based on the fair market value of the Company’s shares as of July 28, 2020, in compensation for uncompensated efforts to the approval date and (vi) 50% of the annual base cash bonus and grant of 20,000,000 RSU upon consummation of the Company’s planned public offering (“Uplist Fees”). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 225,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vested term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Predefined milestones percentage | 30.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of gross margin | 0.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 20,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of annual base cash bonus | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock unit, shares | shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volume of sales | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock unit, shares | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volume of sales | $ 100,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | the Company’s Annual General Meeting of Shareholders has approved compensation packages for the Company’s members of the Board of Directors and its committees that include inter alia (i) each board member will receive $65 annual salary (to be paid quarterly after our uplisting closes) and $150 in RSU vesting quarterly over three years; (ii) the Chairman of the board will receive $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 71,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | General and Administrative [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | 376,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | General and Administrative [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 111,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | 205,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | General and Administrative [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 349,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 537,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of options, granted, value | 175,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of options, granted, value | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Officers and Members [Member] | Restricted Stock Units (RSUs) [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vested term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of options, granted, value | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Packages for Cheif Executive Officers and Members [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of purchase of the company's issued and outstanding | 0.25% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charitable Pledge Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | On September 25, 2020 (“Effective Date”) the Company entered into Charitable Pledge Agreement (“Charitable Contribution Agreement”) with MOTOPARA, under which the Company obligate to irrevocable pledge to MOTOPARA for the use and benefit gift amounted to $1,500 according to the funding schedule as determined in the Charitable Contribution Agreement (the “Charitable Contribution”). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charitable contribution amount | $ 425,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Collaboration Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Collaboration Agreement shall be effective in October 2020 and continue until the earlier of (i) 5 years or (ii) execution of unanimous mutual termination agreement (the “Termination Date”). | The Company shall provide to Integrated 1-year loan for up to $1,500 (the “Loan”), according to funding schedule as determined in the Collaboration Agreement. Integrated has the option to accept or not accept any funding schedule for the Loan. Each Loan tranche shall bear interest at a rate of 2% and repayment shall commence only upon full Loan funding, or in the event Integrated refuses a Loan tranche. The Loan will be payable in monthly installment payments over 5-years period and will commence only upon the Collaborators receipt of the first contract to provide testing services, expected to be with the State of Louisiana. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expenses | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | On December 13, 2019 (the “Effective Date”), the Company entered into an exclusive Option Agreement (the “Option Agreement”) with Strategic Investment Holdings, LLC (“SIH”), Ascenda BioSciences LLC (“Ascenda”) 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 acquire the shares of Provista in consideration for the number of ordinary shares of the Company equal to a value of $10,000 based on 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 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 at the VWAP of the last 20 trading days prior to exercising the extension of the Call Option (the “Call Option Extension”). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share value | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARE GB Plus Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual milestone percentage | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARE GB Plus Ltd [Member] | Lease Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lease term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARE GB Plus Ltd [Member] | Lease Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consideration | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orot Plus Ltd. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 219,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 3,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reimbursement expenses | 583,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reimbursement value added tax receivable | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orot Plus Ltd. [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Damages for lost profits | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Damages value | 800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orot Plus Ltd. [Member] | Distribution Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | (i) the Preliminary Period will be extended until December 30, 2019 for Romania and until June 30, 2020 for Austria, (ii) the Issued Shares will be equal to the Preliminary Stage Expenses based on updated Preliminary Stage budget of $280 (instead of original amount of $180) divided by the average closing price of the shares during the thirty days period immediately prior to the Effective Date and (iii) the Term will be continue until December 31, 2025 for Romania and until December 31, 2023 for Austria. | In addition, in the event Orot satisfies with a minimum sales milestone of 3,000 products per month, 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”). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share value | $ 180,000 | $ 180,000 | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued and outstanding percentage | 0.50% | 0.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price, amount | $ 7,000,000 | $ 7,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 280,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible threshold percentage of stock price percentage | 20.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible threshold percentage of stock price days | Integer | 10 | 30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incremental value | $ 39,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orot Plus Ltd. [Member] | Distribution Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orion Capital Advisors, LLC [Member] | Business Development Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.23 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orion Capital Advisors, LLC [Member] | Business Development Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orion Capital Advisors, LLC [Member] | Business Development Agreement [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 115,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orion Capital Advisors, LLC [Member] | Business Development Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orion Capital Advisors, LLC [Member] | Business Development Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Orion Capital Advisors, LLC [Member] | Business Development Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.04 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steeltown Consulting Group LLC [Member] | Business Development Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agree to pay cash amount | $ 145 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steeltown Consulting Group LLC [Member] | Business Development Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steeltown Consulting Group LLC [Member] | Business Development Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steeltown Consulting Group LLC [Member] | Research and Development Arrangement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 70,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.14 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steeltown Consulting Group LLC [Member] | Research and Development Arrangement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Al and J Media Inc. [Member] | Media Advertising Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Media Advertising Agreement term commenced on June 5, 2020 and will continue until completion which is generally expected to be 180 days through Service completion. The Media Advertising Agreement will automatically renew every 180 days unless the Company provides written notice prior to the end of the then current 180 term. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 420,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.14 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketing expenses | $ 565,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares restricted stock | shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Al and J Media Inc. [Member] | Media Advertising Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Al and J Media Inc. [Member] | Media Advertising Agreement [Member] | Selling and Marketing Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 360,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.07 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Al and J Media Inc. [Member] | Media Advertising Agreement [Member] | NIS [Member] | Selling and Marketing Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.06 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Al and J Media Inc. [Member] | Media Advertising Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First Choice International Company, Inc. [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First Choice International Company, Inc. [Member] | NIS [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First Choice International Company, Inc. [Member] | Performance Milestones [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares restricted stock | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First Choice International Company, Inc. [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares restricted stock | shares | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First Choice International Company, Inc. [Member] | Consulting Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 1,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Buzz Media Networks LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | shares | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Buzz Media Networks LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Buzz Media Networks LLC [Member] | PR and Media Service Provider Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | On June 8, 2020, the Company entered into new PR and Media Service Provider Agreement with Financial Buzz, whereby the aforesaid media and PR marketing services will be extended over a period of 6 months commenced on June 8, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.19 | $ 0.15 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | shares | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of ordinary shares | $ 450,000 | $ 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement term | 4 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Buzz Media Networks LLC [Member] | PR and Media Service Provider Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3D Biomedicine Science and Technology Co. Limited [Member] | Distribution Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share value | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Provista Diagnostics Inc [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly payment | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Andrew Blumenthal [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Consulting Agreement term commenced on May 6, 2020 and will continue until the earlier to occur of: (i) March 25, 2021, or (ii) termination as described in the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 47,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.067 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly retainer | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting description | 900,000 vested in 100,000 monthly increments over nine months commencing with the execution of the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | shares | 400,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net profit before tax | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues percentage | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 159,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Andrew Blumenthal [Member] | Consulting Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Singh Global LLC [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Consulting Agreement term commenced on May 6, 2020 and will continue until the earlier to occur of: (i) March 25, 2021, or (ii) termination as described in the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 49,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 2,500,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly retainer | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting description | 900,000 vested in 100,000 monthly increments over nine months commencing with the execution of the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | shares | 400,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net profit before tax | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues percentage | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 139,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Singh Global LLC [Member] | Consulting Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Priyanka Misra [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Consulting Agreement term commenced on June 22, 2020 and will continue until the earlier to occur of: (i) June 23, 2021, or (ii) termination as described in the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 1,250,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly retainer | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting description | 250,000 vested upon completion of salesforce implementation or equipment CRM. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | shares | 250,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net profit before tax | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating profits percentage | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Priyanka Misra [Member] | Consulting Agreement [Member] | Selling and Marketing Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 14,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.057 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 104,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Priyanka Misra [Member] | Consulting Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CN Capital LLC [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Consulting Agreement term commenced on June 23, 2020 and will continue until the earlier to occur of: (i) June 24, 2021, or (ii) termination as described in the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly retainer | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit percentage | 3.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CN Capital LLC [Member] | Consulting Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CN Capital LLC [Member] | Consulting Agreement [Member] | Selling and Marketing Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 27,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.054 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 67,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CN Capital LLC [Member] | Consulting Agreement [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leomics Associates [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Consulting Agreement term commenced on June 22, 2020 and will continue until the earlier to occur of: (i) July 23, 2021, or (ii) termination as described in the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.095 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting description | Issuance of 1,000,000 fully vested ordinary shares of the Company par value NIS 0.01 per share within 5 days of the execution of the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leomics Associates [Member] | Consulting Agreement [Member] | General and Administrative [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 44,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 173,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expansion Medical LLC [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | 30% of monthly operating profits generated by all sales representatives working under Expansion, to be calculated as the value of gross sales received minus cost of goods sold (including shipping, accounting and bookkeeping expenses and sales commission paid to Expansion’s sales force, less the Monthly Draw. In addition, representative is entitled to additional 10% override based on commission as described in the Consulting Agreement for each member of Representative sales ream they refer to the Company or Consultant. Moreover, each month the Representative shall receive a fixed commission per unit commission as described in the Consulting Agreement for laboratory supplies (together referring herein as “Commission Fees”). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-refundable monthly draw | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly bonus percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expansion Medical LLC [Member] | Consulting Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cumulative net sales milestone | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option issued | shares | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expansion Medical LLC [Member] | Consulting Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cumulative net sales milestone | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option issued | shares | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expansion Medical LLC [Member] | Consulting Agreement [Member] | Selling and Marketing Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 112,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AID Genomics [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit percentage | 33.00% | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AS Iber Israel Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 7.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rights and obligations effective description | The Engagement Agreement remains in effect for a period of 24 months following the Effective Date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AS Iber Israel Ltd [Member] | Engagement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dawson James Securities [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Arrangement, nature and purpose description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Placement agent fee | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dawson James Securities [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Placement agent fee | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Placement agent's warrants destription | 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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of offering price per share | 125.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dawson James Securities [Member] | Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Placement agent fee | 7.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Zegal and Ross Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | The Consulting Agreement term commenced on June 15, 2020 and will continue until the earlier to occur of: (i) December 31, 2020, or (ii) termination as described in the Consulting Agreement. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.46 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One-time fee in cash | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted ordinary shares value | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | $ 115,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expenses | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Zegal and Ross Capital, LLC [Member] | Vested [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted ordinary shares value | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Zegal and Ross Capital, LLC [Member] | Non - Vested [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted ordinary shares value | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buckman and Reid Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buckman and Reid Inc [Member] | Equity Transaction [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buckman and Reid Inc [Member] | Debt Transaction [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buckman and Reid Inc [Member] | Restricted Stock [Member] | Equity Transaction [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buckman and Reid Inc [Member] | Commercial Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aslano Private Limited [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rights and obligations effective description | The consulting agreement shall be effective upon signatory and shall remain effective for a period of 24 months from the date of signatory. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aslano Private Limited [Member] | Prospective Business [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aslano Private Limited [Member] | Potential Stock Swap Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Yeshivat Orot Hateshuva Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Success fee percentage | 12.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
B.G. Negev Technologies and Applications Ltd and Mor Research Applications Ltd [Member] | License Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum royalty payable year one | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum royalty payable year two | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum royalty payable year three | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non cancellable minimum royalties | 476,000 | $ 423,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non cancellable minimum royalties current | 291,000 | 235,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non cancellable minimum royalties noncurrent | $ 185,000 | $ 188,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future cash payments discounted interest rate | 21.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Royalty payments | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
University of Leipzig [Member] | License Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum royalty payable year one | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum royalty payable year two | 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum royalty payable year three | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
License issuance fee | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of royalties on net sales | 3.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of non- royalties on sublicense income | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expenses | $ 170,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
University of Leipzig [Member] | License Agreement [Member] | Upon Sale of Licensed Product [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Milestone payable | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
University of Leipzig [Member] | License Agreement [Member] | FDA Approval [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Milestone payable | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
University of Leipzig [Member] | License Agreement [Member] | Upon Reaching $5 Million Net Sales [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Milestone payable | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
University of Leipzig [Member] | License Agreement [Member] | After 7 Years [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of royalties on net sales | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Structure of the Collaboration [Member] | Collaboration Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment description | After deducting all out-of-pocket expenses and loan reimbursement to the Company as it relates to the establishment and ongoing funding of the Collaboration, each Collaborator agrees to divide any potential profit 33.33% to the Company, 33.33% to MOTOPARA and 33.33% to Integrated. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Strategic Investment Holdings, LLC, Ascenda BioSciences LLC and Provista Diagnostics, Inc. [Member] | Option Agreement [Member] | Call Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Options, Granted | shares | 18,608,113 | 13,008,976 | 17,091,096 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Strategic Global Research and Development, Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ 60,000 | $ 91,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid consulting fees | 71,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unreimbursed expenses | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contingencies setllement, interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Strategic Global Research and Development, Inc [Member] | Claim Paid Over-Time Per Month [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ 4,000 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) $ / shares in Units, Integer in Thousands | Jul. 26, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 08, 2020USD ($)$ / sharesshares | Nov. 04, 2020shares | Nov. 02, 2020shares | Aug. 11, 2020USD ($)shares | Aug. 04, 2020USD ($)$ / shares | May 10, 2020USD ($)$ / sharesshares | Apr. 13, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jul. 17, 2019USD ($)$ / sharesshares | Apr. 14, 2019USD ($)$ / sharesshares | Nov. 18, 2018USD ($)Integer$ / sharesshares | Aug. 15, 2018$ / sharesshares | Jun. 21, 2018USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jul. 02, 2021$ / shares | May 14, 2020USD ($)$ / shares | Feb. 27, 2019$ / shares | May 31, 2018USD ($)shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Warrants exercised | shares | 2,477,500,000 | 2,477,500,000 | 2,477,500,000 | 2,477,500,000 | |||||||||||||||||||||||||||
Convertible stock option exercise price | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||
Number of shares issued value | $ 1,699,000 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.075 | $ 0.04 | $ 0.04 | $ 0.075 | $ 5,385 | ||||||||||||||||||||||||||
Stock-based compensation expense | $ 633,000 | $ 2,334,000 | $ 2,612,000 | $ 1,254,000 | |||||||||||||||||||||||||||
Number of shares converted | shares | 1,811,864,000 | ||||||||||||||||||||||||||||||
Accrued interest | $ 336,000 | $ 336,000 | |||||||||||||||||||||||||||||
Conversion of debt, amount | $ 7,918,000 | $ 1,776,000 | $ 6,870,000 | $ 1,454,000 | $ 902,000 | $ 1,586,000 | 4,677,000 | 335,000 | |||||||||||||||||||||||
Sales and marketing expenses | 429,000 | 757,000 | 2,387,000 | 2,187,000 | 3,058,000 | 667,000 | |||||||||||||||||||||||||
Finance expenses | (17,368,000) | (14,312,000) | |||||||||||||||||||||||||||||
General and administrative expenses | 1,869,000 | $ 804,000 | $ 5,198,000 | $ 1,729,000 | 2,729,000 | $ 2,093,000 | |||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 5,000,000,000 | ||||||||||||||||||||||||||||||
Reverse stock split description | a reverse split of the Company’s entire share capital share at a ratio within the range from 1-for-2 up to 1-for 500, provided that the Company shall not effect reverse share splits that, in the aggregate, exceed 1-for-500 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 34 | 130 | |||||||||||||||||||||||||||||
Redeemable Preferred Shares [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 50,000 | ||||||||||||||||||||||||||||||
Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 6,000,000 | 2,000,000 | |||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 427,964,317 | ||||||||||||||||||||||||||||||
Principal amount and unpaid interest | 4,423,000 | $ 4,423,000 | |||||||||||||||||||||||||||||
MDM Worldwide Solution, Inc [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Convertible stock option exercise price | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 125,000 | ||||||||||||||||||||||||||||||
Share conversion amount | $ 100,000 | ||||||||||||||||||||||||||||||
Number of shares converted | shares | 1,000,000 | ||||||||||||||||||||||||||||||
General and Administrative [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.2 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 60,000 | $ 335,000 | |||||||||||||||||||||||||||||
Marketing Expenses [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | 420,000 | ||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | 350,000 | $ 349,000 | $ 100,000 | ||||||||||||||||||||||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued value | $ 10,275,000 | ||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 50,000,000 | ||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||
Share holder deficit, description | From and after the Commencement Date, under the Purchase Agreement, on any business day selected by the Company on which the closing sale price of the Company’s Ordinary Shares exceeds $0.02, the Company may direct Lincoln Park to purchase up to 500,000 Ordinary Shares on the applicable purchase date (a “Regular Purchase”), which maximum number of shares may be increased to certain higher amounts up to a maximum of 1,000,000 Ordinary Shares, if the market price of our Ordinary Shares at the time of the Regular Purchase equals or exceeds $0.13 (such share and dollar amounts subject to proportionate adjustments for stock splits, recapitalizations and other similar transactions as set forth in the Purchase Agreement), provided that Lincoln Park’s purchase obligation under any single Regular Purchase shall not exceed $500 | From and after the Commencement Date, under the Purchase Agreement, on any business day selected by the Company on which the closing sale price of the Company’s Ordinary Shares exceeds $0.02, the Company may direct Lincoln Park to purchase up to 500,000 Ordinary Shares on the applicable purchase date (a “Regular Purchase”), which maximum number of shares may be increased to certain higher amounts up to a maximum of 1,000,000 Ordinary Shares, if the market price of our Ordinary Shares at the time of the Regular Purchase equals or exceeds $0.13 (such share and dollar amounts subject to proportionate adjustments for stock splits, recapitalizations and other similar transactions as set forth in the Purchase Agreement), provided that Lincoln Park’s purchase obligation under any single Regular Purchase shall not exceed $500. The purchase price of Ordinary Shares the Company may elect to sell to Lincoln Park under the Purchase Agreement in a Regular Purchase, if any, will be based on 95% of the lower of: (i) the lowest sale price on the purchase date for such Regular Purchase and (ii) the arithmetic average of the three lowest closing sale prices for an Ordinary Share during the 15 consecutive business days ending on the business day immediately preceding such purchase date for such Regular Purchase. | |||||||||||||||||||||||||||||
Commitment fee | $ 482,000 | ||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Share holder deficit, description | The purchase price of Ordinary Shares the Company may elect to sell to Lincoln Park under the Purchase Agreement in a Regular Purchase, if any, will be based on 95% of the lower of: (i) the lowest sale price on the purchase date for such Regular Purchase and (ii) the arithmetic average of the three lowest closing sale prices for an Ordinary Share during the 15 consecutive business days ending on the business day immediately preceding such purchase date for such Regular Purchase | ||||||||||||||||||||||||||||||
Investor Relations Agreement [Member] | MDM Worldwide Solution, Inc [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Consulting services | $ 12,000,000 | ||||||||||||||||||||||||||||||
Service Agreements [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.54 | $ 0.15 | $ 0.54 | $ 0.15 | |||||||||||||||||||||||||||
Number of shares issued for services | shares | 14,028,503 | 4,500,000 | |||||||||||||||||||||||||||||
Service Agreements [Member] | Research and Development Expense [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 60,000 | ||||||||||||||||||||||||||||||
Service Agreements [Member] | Selling and Marketing Expense [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | 390,000 | ||||||||||||||||||||||||||||||
Service Agreements [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | 210,000 | ||||||||||||||||||||||||||||||
Exchange Agreement [Member] | MDM Worldwide Solution, Inc [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.02 | $ 0.069 | |||||||||||||||||||||||||||||
Settlement of financial liability | $ 345,000 | ||||||||||||||||||||||||||||||
Conversion of debt, amount | $ 100,000 | ||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 5,000,000 | ||||||||||||||||||||||||||||||
Sales and marketing expenses | $ 245,000 | ||||||||||||||||||||||||||||||
Loan Conversion Agreement [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Convertible stock option exercise price | $ / shares | $ 0.04 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.069 | ||||||||||||||||||||||||||||||
Settlement of financial liability | $ 604,000 | ||||||||||||||||||||||||||||||
Conversion of debt, amount | $ 350,000 | ||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 8,750,000 | ||||||||||||||||||||||||||||||
Finance expenses | $ 254,000 | ||||||||||||||||||||||||||||||
Settlement Agreement [Member] | SRK Kronengold Law office [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Convertible stock option exercise price | $ / shares | $ 0.09 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.0851 | ||||||||||||||||||||||||||||||
Conversion of debt, amount | $ 80,000 | ||||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 800,000 | ||||||||||||||||||||||||||||||
General and administrative expenses | $ 12,000 | ||||||||||||||||||||||||||||||
Registration Rights Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued value | $ 10,275,000 | ||||||||||||||||||||||||||||||
Ownership percentage | 499.00% | ||||||||||||||||||||||||||||||
Purchase Agreement One [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Number of shares issued value | $ 255,000 | $ 2,339,000 | |||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 5,812,500 | 5,229,809 | 32,747,579 | ||||||||||||||||||||||||||||
Commitment fee | $ 482,000 | ||||||||||||||||||||||||||||||
Prepaid Expenses | $ 372,000 | 361,000 | $ 361,000 | $ 372,000 | |||||||||||||||||||||||||||
Amortization expenses | 110,000 | ||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 12,000 | 0 | |||||||||||||||||||||||||||||
Purchase Agreement One [Member] | Lincoln Park Capital Fund, LLC [Member] | Warrants Exercised [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 475,411 | ||||||||||||||||||||||||||||||
Secured Convertible Equipment Loan Agreement [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||
Conversion of debt, amount | $ 4,639,000 | $ 336,000 | |||||||||||||||||||||||||||||
Stock issued during the period converted, shares | shares | 64,630,113 | 1,811,864 | |||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 2,207,000 | $ 2,414,000 | $ 204 | ||||||||||||||||||||||||||||
Fair value of ordinary shares | $ 870,000 | ||||||||||||||||||||||||||||||
Several Service Agreements [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 14,921,053 | ||||||||||||||||||||||||||||||
Several Service Agreements [Member] | Selling and Marketing Expense [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 44,000 | ||||||||||||||||||||||||||||||
Several Service Agreements [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 31,000 | ||||||||||||||||||||||||||||||
NIS [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||
NIS [Member] | MDM Worldwide Solution, Inc [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Settlement of financial liability | $ 12,500 | $ 12,500 | |||||||||||||||||||||||||||||
NIS [Member] | Service Agreements [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
NIS [Member] | Ordinary Shares [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | 0.01 | 0.01 | |||||||||||||||||||||||||||||
NIS [Member] | Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||
NIS [Member] | Service Agreements [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
NIS [Member] | Registration Rights Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||
NIS [Member] | Secured Convertible Equipment Loan Agreement [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | 0.01 | 0.01 | |||||||||||||||||||||||||||||
NIS [Member] | Several Service Agreements [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Holders [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Warrants exercised | shares | 722,500,000 | ||||||||||||||||||||||||||||||
Warrants exercised, value | $ 361,000 | ||||||||||||||||||||||||||||||
Direct and incremental costs | $ 37,000 | ||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Conversion of preferred stock | shares | 620,521 | ||||||||||||||||||||||||||||||
Consultant [Member] | NIS [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Convertible stock option exercise price | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||
Investor [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Warrants exercised | shares | 600,000 | ||||||||||||||||||||||||||||||
Number of shares issued value | $ 100,000 | $ 295,000 | |||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 800,000 | 2,950,000 | |||||||||||||||||||||||||||||
Warrants expiration term | 3 years | ||||||||||||||||||||||||||||||
Warrants exercise price decrease | $ / shares | $ 0.125 | ||||||||||||||||||||||||||||||
Number of trading days | Integer | 5 | ||||||||||||||||||||||||||||||
Derivative warrant liability | $ 20,000 | ||||||||||||||||||||||||||||||
Share price | $ / shares | 0.10 | $ 0.10 | |||||||||||||||||||||||||||||
Investor [Member] | Subscription Agreements [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Warrants exercised | shares | 1,339,284,000 | 1,339,284,000 | 1,339,284,000 | ||||||||||||||||||||||||||||
Number of shares issued value | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 1,500,000,000 | 1,500,000 | 500,000 | 1,000,000,000 | |||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||
Investor [Member] | NIS [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 300,000 | ||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | NIS [Member] | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||||
Number of Options, Outstanding Beginning | 2,545,083 | 2,267,571 | 3,682,818 | 2,267,571 | 2,267,571 | 1,758,316 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.095 | $ 0.061 | $ 0.066 | $ 0.061 | $ 0.061 | $ 0.003 |
Number of Options, Granted | 13,750,000 | 2,545,083 | 13,750,000 | 2,545,083 | 2,545,083 | 1,129,836 |
Weighted Average Exercise Price, Granted | $ 0.030 | $ 0.095 | $ 0.030 | $ 0.095 | $ 0.095 | $ 0.120 |
Number of Options, Forfeited or expired | (1,129,836) | (1,137,735) | (1,129,836) | (1,129,836) | (620,581) | |
Weighted Average Exercise Price, Forfeited or expired | $ 0.120 | $ 0.003 | $ 0.120 | $ 0.120 | $ 0.003 | |
Number of Options, Outstanding Ending | 16,295,083 | 3,682,818 | 16,295,083 | 3,682,818 | 3,682,818 | 2,267,571 |
Weighted Average Exercise Price, Outstanding Ending | $ 0.040 | $ 0.066 | $ 0.040 | $ 0.066 | $ 0.066 | $ 0.061 |
Number of Options, Exercisable Ending | 509,017 | 1,137,735 | 509,017 | 1,137,735 | 877,122 | 1,879,705 |
Weighted Average Exercise Price, Exercisable at Ending | $ 0.095 | $ 0.003 | $ 0.095 | $ 0.003 | $ 0.160 | $ 0.073 |
Number of Options, Outstanding Beginning | 3,682,818 | 2,267,571 | 2,267,571 | |||
Weighted Average Exercise Price, Outstanding Beginning | $ 0.66 | $ 0.061 | $ 0.061 | |||
Number of Options, Outstanding Ending | 3,682,818 | 2,267,571 | ||||
Weighted Average Exercise Price, Outstanding Ending | $ 0.66 | $ 0.061 | ||||
Number of Options, Exercisable Ending | 509,017 | 1,137,735 | 509,017 | 1,137,735 | 877,122 | 1,879,705 |
Weighted Average Exercise Price, Exercisable Ending | $ 0.095 | $ 0.003 | $ 0.095 | $ 0.003 | $ 0.160 | $ 0.073 |
SCHEDULE OF STOCK OPTION ACTI_2
SCHEDULE OF STOCK OPTION ACTIVITY (Details) (Parenthetical) $ / shares in Units, $ in Thousands | Mar. 10, 2021USD ($)shares | Jul. 29, 2020USD ($)$ / sharesshares | Jul. 29, 2020$ / sharesshares | Mar. 25, 2020USD ($)shares | Apr. 14, 2019shares | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
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% | ||||||||||
Number of Options, Granted | shares | 13,750,000 | 2,545,083 | 13,750,000 | 2,545,083 | 2,545,083 | 1,129,836 | |||||
Exercise price of option | $ / shares | $ 0.095 | $ 0.003 | $ 0.095 | $ 0.003 | $ 0.160 | $ 0.073 | |||||
Stock-based compensation expense | $ 633 | $ 2,334 | $ 2,612 | $ 1,254 | |||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Measurement input | 0 | 0 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Measurement input | 0.25 | 0.25 | |||||||||
Measurement Input Rate Volatility [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Measurement input | 131.9 | 131.9 | |||||||||
General and Administrative Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | 350 | 349 | $ 100 | ||||||||
Two Officers [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected dividend yield | 0.00% | ||||||||||
Risk-free interest rate | 0.25% | ||||||||||
Expected volatility | 131.90% | ||||||||||
Number of Options, Granted | shares | 2,545,083 | ||||||||||
Exercise price of option | $ / shares | $ 0.095 | $ 0.095 | |||||||||
Option vested period | 5 years | ||||||||||
Fair value of stock options, value | $ 206 | ||||||||||
Two Officers [Member] | General and Administrative Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fair value of stock options, value | 275 | ||||||||||
Stock-based compensation expense | $ 56 | $ 59 | $ 331 | ||||||||
Chief Executive Officer [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of Options, Granted | shares | 8,750,000 | ||||||||||
Stock issued during the period, shares | shares | 300,000 | ||||||||||
Annual salary | $ 400 | ||||||||||
Granting Percentage | 50.00% | ||||||||||
Milestone bonus fees description | up to 30% cash bonus based on predefined milestones or milestone bonuses in form of Restricted Stock Units ranging of 250,000 up to 2,000,000 common shares, and cash bonus range of $250 up to $1,500 which are based on cumulative volume of sales range from $25,000 up to $100,000 or milestone bonuses in form of Restricted Stock Units in value of $10,000 up to $50,000 which are based on market cap range of $1,000,000 up to $2,000,000 (“Milestone Bonus Fees”) | ||||||||||
Chief Executive Officer [Member] | One Time Bonus [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Bonus percentage | 1.50% | ||||||||||
Chief Executive Officer [Member] | Deferred Bonus [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Bonus percentage | 50.00% | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of Options, Granted | shares | 5,000,000 | ||||||||||
Annual salary | $ 250 | ||||||||||
Granting Percentage | 50.00% | ||||||||||
Milestone bonus fees description | up to 30% cash bonus predefined milestones or milestone bonuses in form of Restricted Stock Units range of 50,000 up to 200,000 and cash bonus range of $75 up to $300 which are based on cumulative volume of sales range of $25,000 up to $100,000 (“Milestone Bonus Fees”) | ||||||||||
Chief Financial Officer [Member] | One Time Bonus [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Bonus percentage | 0.50% | ||||||||||
Chief Financial Officer [Member] | Deferred Bonus [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Bonus percentage | 50.00% | ||||||||||
Director [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Annual salary | $ 65 | ||||||||||
Restricted Stock or Unit Expense | 150 | ||||||||||
Cash bonus | 71 | ||||||||||
Board of Directors Chairman [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Annual salary | 65 | ||||||||||
Restricted Stock or Unit Expense | $ 150 | ||||||||||
Performance Milestone [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options not subject to performance milestone | $ 208 | ||||||||||
Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Option vested period | 3 years | ||||||||||
Stock-based compensation expense | $ 900 | ||||||||||
Restricted Stock [Member] | Public Offering [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued during the period, shares | shares | 30,000,000 | 30,000,000 | |||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of Options, Granted | shares | 20,000,000 | ||||||||||
Restricted Stock [Member] | Chief Financial Officer [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of Options, Granted | shares | 10,000,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | Mar. 10, 2021 | Jul. 29, 2020 | Jan. 11, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 27, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of Options, Granted | 13,750,000 | 2,545,083 | 13,750,000 | 2,545,083 | 2,545,083 | 1,129,836 | ||||
Ordinary shares available for future issuance | 2,338,838 | 2,338,838 | 2,338,838 | |||||||
Share price | $ 0.04 | $ 0.04 | $ 0.075 | $ 5,385 | ||||||
Aggregate intrinsic value for the options outstanding | $ 0 | $ 0 | $ 82,000 | |||||||
Aggregate intrinsic value for the options exercisable | $ 54,000 | |||||||||
Weighted average remaining contractual life | 4 years 8 months 12 days | 4 years 6 months 29 days | ||||||||
Stock-based compensation expense | $ 633,000 | $ 2,334,000 | $ 2,612,000 | $ 1,254,000 | ||||||
Share-based Payment Arrangement, Expense | 558,000 | |||||||||
General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 350,000 | 349,000 | 100,000 | |||||||
Employees Directors and Non Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 2,612,000 | 1,253,000 | ||||||||
Employees Directors and Non Employees [Member] | Ordinary Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 2,556,000 | $ 1,045,000 | ||||||||
Two Officers [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of Options, Granted | 2,545,083 | |||||||||
Two Officers [Member] | General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 56,000 | $ 59,000 | $ 331,000 | |||||||
Chief Financial Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of Options, Granted | 5,000,000 | |||||||||
Chief Financial Officer [Member] | Deferred Bonus [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granting percentage | 50.00% | |||||||||
2015 Israeli Share Option Plan [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of Options, Granted | 6,000,000 |
SCHEDULE OF COST OF REVENUES (D
SCHEDULE OF COST OF REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cost Of Revenues | ||||||
Materials and other costs | $ 3,418 | |||||
Freights and customs | 332 | |||||
Depreciation | 68 | |||||
Cost of revenues | $ 1,043 | $ 883 | $ 5,191 | $ 894 | $ 3,818 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development Expenses | $ 166 | $ 9,086 | $ 685 | $ 9,655 | $ 9,863 | $ 756 |
Salaries and Related Expenses [Member] | ||||||
Research and Development Expenses | 27 | 292 | ||||
Stock Based Compensation [Member] | ||||||
Research and Development Expenses | 60 | 231 | ||||
Professional Fees [Member] | ||||||
Research and Development Expenses | 47 | 66 | ||||
Ipr & Amp D Acquired as Part of Asset Acquisition [Member] | ||||||
Research and Development Expenses | 8,157 | |||||
Impairment of Intangible Ipr & Amp D [Member] | ||||||
Research and Development Expenses | ||||||
Laboratory and Materials [Member] | ||||||
Research and Development Expenses | 1,535 | 35 | ||||
Patent Expenses [Member] | ||||||
Research and Development Expenses | 51 | |||||
Rent and Maintenance [Member] | ||||||
Research and Development Expenses | 6 | 33 | ||||
Liability for Minimum Royalty Expenses [Member] | ||||||
Research and Development Expenses | ||||||
Depreciation [Member] | ||||||
Research and Development Expenses | 28 | 30 | ||||
Insurance and Other Expenses [Member] | ||||||
Research and Development Expenses | $ 3 | $ 18 |
SCHEDULE OF SALES AND MARKETING
SCHEDULE OF SALES AND MARKETING EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Sales and Marketing expenses | $ 3,058 | $ 667 |
Stock Based Compensation [Member] | ||
Sales and Marketing expenses | 1,517 | 420 |
Professional Fees [Member] | ||
Sales and Marketing expenses | $ 1,541 | $ 247 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
General and administrative expenses | $ 1,869 | $ 804 | $ 5,198 | $ 1,729 | $ 2,729 | $ 2,093 |
Salaries and Related Expenses [Member] | ||||||
General and administrative expenses | 167 | 326 | ||||
Stock Based Compensation [Member] | ||||||
General and administrative expenses | 1,034 | 603 | ||||
Communication and Investor Relations [Member] | ||||||
General and administrative expenses | 44 | 107 | ||||
Professional Fees [Member] | ||||||
General and administrative expenses | 1,412 | 943 | ||||
Insurance and Other Expenses [Member] | ||||||
General and administrative expenses | $ 72 | $ 114 |
SCHEDULE OF FINANCING EXPENSES
SCHEDULE OF FINANCING EXPENSES (Details) - USD ($) | Jul. 28, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Change in fair value of warrants liability and warrants expired (Note 12) | $ (299,000) | $ 927,000 | $ 500,000 | ||||||
Change in fair value of convertible bridge loans following the Maturity Date (Note 11) | 8,973,000 | 2,322,000 | |||||||
Change in fair value of liability related to conversion feature of convertible bridge loans | $ 530,000 | (3,777,000) | (568,000) | ||||||
Loss from extinguishment of loans from shareholders (Note 10) | 1,423,000 | ||||||||
Direct and incremental issuance costs allocated to First Warrant (Note 11A) | 22,000 | ||||||||
Amortization of discounts and accrued interest on straight loans | 1,637,000 | 2,290,000 | 1,170,000 | 959,000 | |||||
Amortization of discounts and accrued interest on convertible bridge loans | 4,432,000 | 10,896,000 | 18,080,000 | 8,393,000 | 1,655,000 | $ 1,655,000 | |||
Modification of terms relating to convertible bridge loans transactions | (7,334,000) | (3,495,000) | (3,375,000) | ||||||
Issuance of ordinary shares and stock warrants upon modification of terms relating to convertible bridge loans transactions | 415,000 | 415,000 | 170,000 | ||||||
Issuance of shares as call options to acquire potential acquire | 1,000,000 | 3,000,000 | 3,000,000 | ||||||
Change in liability to minimum royalties (Note 14C1) | $ 5,000 | 53,000 | 29,000 | 53,000 | 50,000 | ||||
Issuance of shares as a settlement in excess of the carrying amount of financial liabilities | 734,000 | 1,234,000 | 487,000 | ||||||
Interest and related royalties under receivables financing facility | 495,000 | 633,000 | 546,000 | 633,000 | 1,006,000 | ||||
Amortization of prepaid expenses related to commitment shares in connection with receivables financing facility and equity line | 293,000 | 293,000 | 61,000 | 144,000 | |||||
Modification of terms relating to straight loan transaction | 88,000 | ||||||||
Exchange differences relating to loans from shareholders | (43,000) | 40,000 | |||||||
Change in fair value of derivative warrants liability and fair value of warrants expired | (5,000) | (299,000) | |||||||
Settlement in cash of prepayment obligation related to convertible bridge loan | 182,000 | 182,000 | |||||||
Exchange rate differences and other finance expenses | (689,000) | 754,000 | 250,000 | 1,094,000 | 670,000 | 57,000 | |||
Financing (income) expenses, net | $ 6,875,000 | $ 7,055,000 | $ 17,360,000 | $ 11,375,000 | $ 14,312,000 | $ 5,333,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry-forward | $ 3,880 | $ 2,661 | $ 1,585 |
Research and development credits | 104 | 112 | |
Deferred revenues | 177 | ||
Others | 75 | 9 | |
Net deferred tax asset before deferred tax liabilities and valuation allowance | 3,017 | 1,706 | |
Prepaids | 88 | ||
Depreciation costs | 407 | ||
Net deferred tax asset before valuation allowance | 2,522 | 1,706 | |
Valuation allowance | (3,880) | (2,522) | (1,706) |
Net deferred tax assets | |||
Deferred tax liability in respect of Share Purchase Agreement (see note 1B) | (315) | ||
Net deferred tax liabilities | $ (315) |
SCHEDULE OF RECONCILE THE STATU
SCHEDULE OF RECONCILE THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax rate | 23.00% | 23.00% | 23.00% |
Tax expense (benefit) at statutory rate | $ (5,647) | $ (6,572) | $ (2,054) |
Tax rate differential | (31) | 45 | |
Permanent differences with respect to stock-based compensation | 130 | 594 | 639 |
Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans | 3,815 | 2,738 | 858 |
Permanent differences with respect to call option to acquire potential acquiree | 731 | ||
Permanent differences with respect to IPR&D acquired | 1,925 | ||
Change in temporary differences | 1,733 | (437) | 111 |
Others | 2 | ||
Loss carryforwards | 976 | 444 | |
Income tax expense (benefit) |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Carry forward losses | $ 3,880 | $ 2,661 | $ 1,585 |
U.S. federal tax rate | 23.00% | 23.00% | 23.00% |
ISRAEL | |||
Description of corporate income tax rate | Taxable income of the Company is subject to the Israeli corporate tax at the rate of 23%. | ||
Carry forward losses | $ 8,000 | ||
UNITED STATES | |||
Description of corporate income tax rate | Income tax is calculated based on a U.S. federal tax rate of 21%. | ||
Carry forward losses | $ 822 | ||
U.S. federal tax rate | 21.00% |
SCHEDULE OF INFORMATION ABOUT R
SCHEDULE OF INFORMATION ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||||||
Revenues | $ 1,010 | $ 1,284 | $ 7,773 | $ 1,316 | $ 5,207 | |||||
Operating loss | (5,681) | (14,081) | ||||||||
Financing expenses, net | (17,368) | (14,312) | ||||||||
Share in losses of affiliated companies accounted for under equity method, net | (1,007) | (734) | (1,499) | (734) | (1,200) | (2,966) | ||||
Net loss | (10,379) | $ 3,390 | $ (17,557) | $ (18,035) | $ (2,585) | $ (4,638) | (24,547) | $ (25,258) | (29,773) | (11,815) |
Total assets | 17,161 | 17,161 | 6,009 | $ 91 | ||||||
Total expenditures for assets of reportable segments | 935 | 2,030 | ||||||||
Total depreciation for reportable segments | (526) | (96) | ||||||||
Breast Cancer Test [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | ||||||||||
Operating loss | (4,685) | (4,943) | ||||||||
Net loss | (4,943) | |||||||||
Total assets | 10,257 | 10,257 | 1,554 | |||||||
Total expenditures for assets of reportable segments | 2 | 24 | ||||||||
Total depreciation for reportable segments | (22) | (28) | ||||||||
Alzheimer [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | ||||||||||
Operating loss | (8,327) | |||||||||
Net loss | (8,327) | |||||||||
Total assets | ||||||||||
Total expenditures for assets of reportable segments | ||||||||||
Total depreciation for reportable segments | ||||||||||
COVID Nineteen Testing [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 7,773 | 5,207 | ||||||||
Operating loss | (996) | (991) | ||||||||
Net loss | (991) | |||||||||
Total assets | $ 6,904 | 6,904 | 4,455 | |||||||
Total expenditures for assets of reportable segments | 933 | 2,006 | ||||||||
Total depreciation for reportable segments | $ (504) | $ (68) |
SUMMARY OF REVENUES BY GEOGRAPH
SUMMARY OF REVENUES BY GEOGRAPHIC REGION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 1,010 | $ 1,284 | $ 7,773 | $ 1,316 | $ 5,207 | |
ISRAEL | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | ||||||
UNITED STATES | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 1,010 | $ 1,284 | $ 7,773 | $ 1,316 | $ 5,207 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT, NET, BY GEOGRAPHIC AREA (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | $ 2,591 | $ 1,999 | $ 65 |
ISRAEL | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | 41 | 61 | 65 |
UNITED STATES | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | $ 2,550 | $ 1,938 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
One Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 58.33% | 56.64% |
SCHEDULE OF PURCHASES PRICE ALL
SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION (Details) - Monte Carlo Simulation Model [Member] $ in Thousands | Apr. 19, 2021USD ($)$ / shares |
Optional Or Maturity Conversion [Member] | |
Credit Derivatives [Line Items] | |
Fair value | $ | $ 5,101 |
Optional Or Maturity Conversion [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | 0.54 |
Optional Or Maturity Conversion [Member] | Measurement Input, Expected Term [Member] | |
Credit Derivatives [Line Items] | |
Debt instrument, measurement input, term | 3 years 11 months 8 days |
Optional Or Maturity Conversion [Member] | Measurement Input, Price Volatility [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | 164.02 |
Optional Or Maturity Conversion [Member] | Measurement Input, Share Price [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | 0.058 |
Optional Or Maturity Conversion [Member] | Measurement Input, Conversion Price [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | $ / shares | |
Mandatory Conversion [Member] | |
Credit Derivatives [Line Items] | |
Fair value | $ | $ 4,976 |
Mandatory Conversion [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | 0.54 |
Mandatory Conversion [Member] | Measurement Input, Expected Term [Member] | |
Credit Derivatives [Line Items] | |
Debt instrument, measurement input, term | 14 days |
Mandatory Conversion [Member] | Measurement Input, Price Volatility [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | 112.1 |
Mandatory Conversion [Member] | Measurement Input, Share Price [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | 0.058 |
Mandatory Conversion [Member] | Measurement Input, Conversion Price [Member] | |
Credit Derivatives [Line Items] | |
Conversion price | $ / shares |
SCHEDULE OF PURCHASES PRICE A_2
SCHEDULE OF PURCHASES PRICE ALLOCATION OF CONVERSION (Details) (Parenthetical) Integer in Thousands | Apr. 19, 2021Integer$ / shares | Jul. 02, 2021$ / shares |
Credit Derivatives [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | |
Monte Carlo Simulation Model [Member] | Mandatory Conversion [Member] | ||
Credit Derivatives [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Integer | 20 | |
Monte Carlo Simulation Model [Member] | Optional Or Maturity Conversion [Member] | ||
Credit Derivatives [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Integer | 20 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Cash payment | $ 2,500 | |
Consideration in Shares | 1,699 | |
Fair value of convertible promissory note | 4,989 | |
Total purchase price | 9,188 | |
Cash and cash equivalents | 73 | |
Trade receivables | 66 | |
Property and equipment, ne | 183 | |
Security deposit | 3 | |
Technology intangible asset | 1,500 | |
Total identifiable assets | 1,825 | |
Accounts payable | (82) | |
Deferred tax liability | (315) | |
Due to related party | (1) | |
Total liability assumed | (398) | |
Total pro forma goodwill | $ 7,761 |
SCHEDULE OF UNAUDITED PRO FORMA
SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Revenues | $ 7,866 | $ 5,164 |
Net loss | $ (24,552) | $ (17,603) |
Basic and diluted net loss per share | $ (0.04) | $ (0.04) |
SCHEDULE OF WEIGHTED AVERAGE NU
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||||||||||
Net loss attributable to common shareholders | $ 10,379 | $ (3,390) | $ 17,557 | $ 18,035 | $ 2,585 | $ 4,638 | $ 24,547 | $ 25,258 | $ 29,773 | $ 11,815 |
Revaluation of liability related to warrants to purchase shares of common Stock | ||||||||||
Net loss attributable to common shareholders | $ 24,547 | $ 25,258 | ||||||||
Shares of common stock used in computing basic net loss per share | 637,916,356 | 210,806,186 | ||||||||
Incremental shares from assumed exercise of warrants to purchase shares of common stock | ||||||||||
Shares of common stock used in computing diluted net loss per share | 637,916,356 | 210,806,186 | ||||||||
Net loss per share of common stock, basic and diluted | $ 0.01 | $ 0.07 | $ 0.04 | $ 0.12 | $ 0.11 | $ 0.13 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Nov. 22, 2021Integer | Oct. 21, 2021USD ($)$ / sharesshares | Jul. 19, 2021USD ($) | Jul. 02, 2021Integer$ / shares | May 01, 2021USD ($) | May 01, 2021USD ($) | Apr. 27, 2021USD ($)$ / sharesshares | Apr. 09, 2021USD ($)Integer$ / sharesshares | Mar. 03, 2021USD ($) | Mar. 01, 2021USD ($) | Feb. 11, 2021USD ($) | Feb. 04, 2021 | Jan. 22, 2021USD ($)Integer$ / sharesshares | Jan. 02, 2021USD ($)shares | Aug. 21, 2020USD ($)$ / shares | Jun. 15, 2020USD ($) | Jun. 12, 2020USD ($)$ / shares | Jun. 12, 2020USD ($)$ / shares | Apr. 24, 2020USD ($)$ / shares | Mar. 31, 2021$ / sharesshares | Jan. 22, 2021USD ($)Integer$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jan. 11, 2022USD ($) | Jan. 11, 2022USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018shares | Dec. 31, 2016shares | Dec. 31, 2015shares |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,666,000 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.05 | |||||||||||||||||||||||||||||
Debt instrument, trading days | Integer | 20,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 1,000,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 13,687,000 | $ 3,087,000 | $ 2,390,000 | |||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 600,000 | 4,518,406 | 3,106,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt discount of aggregated amount | $ 75,000 | $ 60,000 | $ 12,500 | $ 12,500 | $ 50,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 2.00% | 84.00% | 84.00% | 20.00% | |||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 21, 2020 | Jun. 12, 2021 | Apr. 24, 2021 | |||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||
Proceeds from issuance of note | $ 175,000 | $ 315,000 | $ 50,000 | $ 200,000 | ||||||||||||||||||||||||||
Debt instrument, description | 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) 60% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock as reported on the market during the 11 trading days immediately prior to but not including the date of conversion (“Conversion Price”). In addition, the Lender must convert any outstanding balances due under the Note within 15 days if, (a) the Company successfully uplists its common stock to trade on the Nasdaq stock exchange, and (2) there is an effective registration statement on file with the Securities and Exchange Commission that includes a registration of the common stock underlying the Note. | Upon occurrence of Sale Event (as defined in the Note), upon the Lender request, the Company shall redeem the Note in cash in an amount equal to 150% of the principal amount, plus accrued but unpaid interest through the redemption date, or at the Lender election, such Lender may convert the unpaid principal amount of the Note and interest into ordinary shares of the Company at the Conversion Price immediately prior to such Sale Event. At the closing date and December 31, 2020, the management considered Sale Event as remotely. | 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 may be subject to the daily penalty pending of default scenario as described in the Note. | 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 may be subject to the daily penalty pending of default scenario as described in the Note. | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 4,714,000 | $ 4,857,000 | $ 4,857,000 | |||||||||||||||||||||||||||
Debt discount of aggregated amount | $ 1,457,000 | $ 1,457,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | 4.00% | |||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 22, 2022 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0599 | $ 0.07161 | $ 0.07161 | |||||||||||||||||||||||||||
Debt instrument, trading days | Integer | 10 | |||||||||||||||||||||||||||||
Liquidation damages, value | $ 250,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 3,300,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,956,929 | 16,956,929 | ||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.107415 | $ 0.107415 | $ 0.107415 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Maximum [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,458,196 | |||||||||||||||||||||||||||||
Settlement Agreements [Member] | Integrated [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Repayments of debt | $ 6,000 | |||||||||||||||||||||||||||||
Settlement Agreements [Member] | MOTOPARA [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Repayments of debt | $ 27,000 | |||||||||||||||||||||||||||||
First Amendment to Secured Convertible Equipment Loan Agreement [Member] | Lender [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt discount of aggregated amount | $ 320,000 | $ 320,000 | ||||||||||||||||||||||||||||
Repayments of debt | 450,000 | |||||||||||||||||||||||||||||
Officer compensation | 100,000 | |||||||||||||||||||||||||||||
Stock issued during period shares restricted stock | shares | 2,000,000 | |||||||||||||||||||||||||||||
First Amendment to Secured Convertible Equipment Loan Agreement [Member] | Lender [Member] | NIS [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||
Closing Agreement [Member] | Purchaser [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Investment | $ 884,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, trading days | Integer | 10 | |||||||||||||||||||||||||||||
Iinitial conversion price discount | 20.00% | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,428,571.43 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0599 | |||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 1,000,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | Institutional Investor [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.107415 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | Warrant [Member] | Institutional Investor [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 3,440,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 4,857,000 | $ 4,857,000 | ||||||||||||||||||||||||||||
Debt instrument, discount percentage | 30.00% | |||||||||||||||||||||||||||||
Debt discount of aggregated amount | $ 1,457,000 | $ 1,457,000 | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 22, 2022 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.07161 | $ 0.07161 | ||||||||||||||||||||||||||||
Debt instrument, trading days | Integer | 10,000 | |||||||||||||||||||||||||||||
Debt unpaid loan, interest rate | 33.00% | |||||||||||||||||||||||||||||
Repayment of loans, penalty percentage | 115.00% | |||||||||||||||||||||||||||||
Liquidation damages, description | the Event of Default at the greater of the default interest at a rate of 18% per annum or the maximum rate permitted under applicable law (the “Event of Default Redemption Price”) together with liquidated damages of $250 plus an amount in cash equal to 1% of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made. | |||||||||||||||||||||||||||||
Liquidation damages, value | $ 250,000 | |||||||||||||||||||||||||||||
Debt, principal and interest | $ 2,023,000 | |||||||||||||||||||||||||||||
Debt, conversion of shares | shares | 112,225,149 | |||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 5,229,809 | |||||||||||||||||||||||||||||
Purchase price | $ 255,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Purchaser [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 4,286,000 | |||||||||||||||||||||||||||||
Debt discount of aggregated amount | $ 5,285,714.20 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 12, 2021 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0599 | |||||||||||||||||||||||||||||
Debt instrument, trading days | Integer | 10 | |||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,000,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 3,000,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 3,700,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 272,000 | $ 272,000 | ||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,956,929 | 16,956,929 | ||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.107415 | $ 0.107415 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Warrant [Member] | Purchaser [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, discount percentage | 20.00% | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Maximum [Member] | Purchaser [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, discount percentage | 20.00% | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreements [Member] | Integrated [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 222,000 | |||||||||||||||||||||||||||||
Repayments of debt | $ 250,000 | |||||||||||||||||||||||||||||
Debt instrument, description | Todos shall pay Integrated an amount of $150 split into three equal payments of $50 over 3 weeks as follows: payment one: February 11, 2021, payment two: February 17, 2021 and payment three: February 24, 2021. | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreements [Member] | Integrated Health And MOTOPARA [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument, description | In the event Integrated or MOTOPARA desires not to use the mobile labs, Todos shall have a right to contract services of Integrated Health and MOTOPARA for utilizing those lab units for a monthly fee of $75/month which shall include the use of Integrated Health’s staff to perform testing. The $75 includes 2 lab technicians. All additional staffing will include additional fees. Todos will supplies all necessary supplies to operate the lab. In addition to the fees, Todos will pay 25% of the net income from each test back to IH/MP (12.5% to IH and 12.5% to MP) | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreements [Member] | MOTOPARA [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Repayments of debt | $ 351,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreements [Member] | MOTOPARA [Member] | Lender [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Repayments of debt | $ 182,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Mutual Agreement [Member] | Integrated Health And MOTOPARA [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Fixed price | $ 70,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Platform Account Agreement [Member] | SRAX [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Agreement, description | Subject to the terms of the Platform Account Agreement, SRAX shall use commercially reasonable efforts to make access to the Platform available 24 hours per day and 7 days per week. If access to the Platform is available less than 99% of the time in any calendar month for reasons not constituting an Access Exception, then, following the Company’s written request, SRAX will provide the Company a credit equal to 10% of the Fees due for such month for each percentage point by which such uptime commitment is missed, up to a maximum of the full amount of Fees due for such month. | |||||||||||||||||||||||||||||
Debt instrument fee percentage | 10.00% | |||||||||||||||||||||||||||||
Subsequent Event [Member] | First Amendment to Secured Convertible Equipment Loan Agreement [Member] | Lender [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Debt discount of aggregated amount | 320,000 | $ 320,000 | ||||||||||||||||||||||||||||
Repayments of debt | 450,000 | |||||||||||||||||||||||||||||
Officer compensation | $ 100,000 | |||||||||||||||||||||||||||||
Stock issued during period shares restricted stock | shares | 2,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | First Amendment to Secured Convertible Equipment Loan Agreement [Member] | Lender [Member] | NIS [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Closing Agreement [Member] | Purchaser [Member] | ||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||||
Liquidation damages, description | The Company acknowledges that failure to timely comply with the foregoing obligations will subject the Company to substantial liability under the Registration Agreement, including without limitation liquidated damages in the amount of $250, along with an amount of cash accruing each month equal to the value of 1% of the value of the Tranche 2 Securities. | |||||||||||||||||||||||||||||
Liquidation damages, value | $ 250,000 | |||||||||||||||||||||||||||||
Agreement, description | The Company hereby covenants and agrees to file a registration agreement with respect to the Tranche 2 Securities on or before the earlier to occur of (a) the date that the Company files a registration statement with respect to any other securities of the Company or (b) April 1, 2021 (such date, the “Tranche 2 Filing Date”) and cause a registration statement to be declared effective under the Securities Act with respect to the Tranche 2 Securities on or before May 1, 2020. | |||||||||||||||||||||||||||||
Investment | $ 848,000 |
SIGNIFICANT TRANSACTIONS (Detai
SIGNIFICANT TRANSACTIONS (Details Narrative) | Sep. 23, 2021USD ($)$ / sharesshares | Jul. 19, 2021USD ($) | Jul. 07, 2021USD ($)$ / sharesshares | Jul. 02, 2021Integer$ / shares | May 13, 2021shares | May 01, 2021USD ($) | Apr. 27, 2021USD ($)$ / sharesshares | Apr. 09, 2021USD ($)$ / sharesshares | Apr. 09, 2021USD ($)$ / sharesshares | Apr. 09, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Nov. 04, 2020USD ($)shares | Aug. 21, 2020USD ($)$ / shares | Aug. 04, 2020USD ($) | Jul. 31, 2020USD ($) | Jun. 15, 2020USD ($) | Jun. 12, 2020USD ($)$ / shares | Jun. 12, 2020USD ($)$ / shares | Apr. 24, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)shares | Sep. 30, 2021USD ($)$ / shares | Jan. 22, 2021USD ($)Integer$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018shares | Dec. 31, 2016shares | Dec. 31, 2015shares |
Proceeds from loans | $ 450 | ||||||||||||||||||||||||||||||||||
Debt principle amount | $ 1,666,000 | ||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 34 | $ 130 | |||||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 7,918,000 | $ 1,776,000 | $ 6,870,000 | $ 1,454,000 | $ 902,000 | $ 1,586,000 | 4,677,000 | $ 335,000 | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||||||
Debt instrument, trading days | Integer | 20,000 | ||||||||||||||||||||||||||||||||||
Change in fair value of derivative warrants liability and fair value of warrants expired | $ (299,000) | 927,000 | 500,000 | ||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 2,290,000 | 1,170,000 | 959,000 | ||||||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 1,000,000 | ||||||||||||||||||||||||||||||||||
Conversion feature | $ 3,007,000 | 80,000 | |||||||||||||||||||||||||||||||||
Operating Expenses | (5,681,000) | (14,081,000) | |||||||||||||||||||||||||||||||||
Lease expenses | 104 | ||||||||||||||||||||||||||||||||||
Finanace Expenses [Member] | |||||||||||||||||||||||||||||||||||
Operating Expenses | 538 | 753 | |||||||||||||||||||||||||||||||||
Detachable Warrants [Member] | |||||||||||||||||||||||||||||||||||
Detachable warrant | $ 2,922,000 | ||||||||||||||||||||||||||||||||||
Convertible Bridge Loan [Member] | |||||||||||||||||||||||||||||||||||
Debt principle amount | $ 4,918,000 | $ 355,000 | $ 4,918,000 | 355,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 720,000 | 309,427 | |||||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 19,000 | ||||||||||||||||||||||||||||||||||
Fair value of loans payable | 192,000 | 192,000 | |||||||||||||||||||||||||||||||||
Change in fair value of derivative warrants liability and fair value of warrants expired | 416,000 | 138,000 | |||||||||||||||||||||||||||||||||
Beneficial conversion feature | 60,000 | ||||||||||||||||||||||||||||||||||
Remeasurement expense | 0 | 34,000 | 1,985,000 | ||||||||||||||||||||||||||||||||
Finance expense | $ 2,647,000 | ||||||||||||||||||||||||||||||||||
Investment | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 2,750,000 | $ 81,000 | 756,000 | ||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 600,000 | 4,518,406 | 3,106,000 | ||||||||||||||||||||||||||||||||
Aslano Private Limited [Member] | |||||||||||||||||||||||||||||||||||
Success fee percentage | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||
Secured Convertible Equipment Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||
Proceeds from loans | $ 450,000 | $ 750 | |||||||||||||||||||||||||||||||||
Debt instrument original issue discount, rate | 40.00% | 40.00% | |||||||||||||||||||||||||||||||||
Original issue discount on loan | $ 300,000 | $ 300,000 | |||||||||||||||||||||||||||||||||
Debt principle amount | 750,000 | 750,000 | |||||||||||||||||||||||||||||||||
Incurred incremental and direct costs | $ 54,000 | $ 54,000 | |||||||||||||||||||||||||||||||||
Royalty interest rate | 12.50% | 12.50% | |||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 2,207,000 | $ 2,414,000 | $ 204 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 64,630,113 | 1,811,864 | |||||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 4,639,000 | $ 336,000 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 450,000 | ||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Original issue discount on loan | $ 75,000 | $ 60,000 | $ 12,500 | $ 12,500 | $ 50,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 81,736,111 | ||||||||||||||||||||||||||||||||||
Stock issued during the period converted | $ 750,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 2.00% | 84.00% | 84.00% | 20.00% | ||||||||||||||||||||||||||||||
Debt instrument maturity date | Nov. 21, 2020 | Jun. 12, 2021 | Apr. 24, 2021 | ||||||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||||
Fair value of loans payable | $ 267,000 | $ 374,000 | $ 61,000 | $ 61,000 | $ 135,000 | ||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 3,000 | $ 81,000 | 463,000 | $ 66,000 | 173,000 | 60,000 | 127,000 | $ 243,000 | |||||||||||||||||||||||||||
Remeasurement expense | 45,000 | 148,000 | |||||||||||||||||||||||||||||||||
Investment | 123,000 | 60,000 | 10,000 | 10,000 | 65,000 | $ 1,127,000 | 1,127,000 | $ 1,127,000 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 266,000 | 23,000 | $ 21,000 | ||||||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 175,000 | $ 315,000 | $ 50,000 | $ 200,000 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | First and Second Tranches [Member] | |||||||||||||||||||||||||||||||||||
Stock issued during the period, shares | shares | 240,591,462 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Family Office Investor [Member] | |||||||||||||||||||||||||||||||||||
Debt principle amount | $ 4,286,000 | $ 4,286,000 | $ 4,286,000 | ||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0599 | $ 0.0599 | $ 0.0599 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature | 143,000 | 2,166,000 | |||||||||||||||||||||||||||||||||
Remeasurement expense | 49,000 | 55,000 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 3,000,000 | ||||||||||||||||||||||||||||||||||
Cash proceeds from notes receivable | $ 1,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | |||||||||||||||||||||||||||||||||||
Cash proceeds from notes receivable | 378,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Promissoery Convertible Note [Member] | |||||||||||||||||||||||||||||||||||
Debt principle amount | $ 2,857,000 | $ 1,536,000 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | |||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0599 | $ 0.0599 | |||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 11,924,636 | 3,440,000 | |||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.107415 | $ 0.107415 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 2,000,000 | $ 1,075,000 | |||||||||||||||||||||||||||||||||
Cash proceeds from notes receivable | 1,290,000 | 697,000 | |||||||||||||||||||||||||||||||||
Proceeds from Warrant | 558,000 | 121,000 | |||||||||||||||||||||||||||||||||
Conversion feature | $ 152,000 | $ 257,000 | |||||||||||||||||||||||||||||||||
Sales price | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Family Office Investor [Member] | |||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.107415 | $ 0.107415 | $ 0.107415 | ||||||||||||||||||||||||||||||||
Proceeds from Warrant | $ 508,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Yozma Global Genomic Fund [Member] | |||||||||||||||||||||||||||||||||||
Proceeds from Warrant | $ 2,922,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Warrant [Member] | Family Office Investor [Member] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,000,000 | 16,000,000 | 16,000,000 | ||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | |||||||||||||||||||||||||||||||||||
Debt instrument original issue discount, rate | 30.00% | ||||||||||||||||||||||||||||||||||
Original issue discount on loan | $ 1,457,000 | ||||||||||||||||||||||||||||||||||
Debt principle amount | $ 4,714,000 | $ 4,857,000 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 22, 2022 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0599 | $ 0.07161 | |||||||||||||||||||||||||||||||||
Debt instrument, trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price, rate | 0.20 | ||||||||||||||||||||||||||||||||||
Debt unpaid loan, interest rate | 33.00% | ||||||||||||||||||||||||||||||||||
Debt instrument repayment rate | 115.00% | ||||||||||||||||||||||||||||||||||
Liquidation damages, value | $ 250,000 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 3,300,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||
Proceeds from loans | 272,000 | ||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,956,929 | ||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.107415 | $ 0.107415 | |||||||||||||||||||||||||||||||||
Fair value of loans payable | $ 423,000 | ||||||||||||||||||||||||||||||||||
Change in fair value of derivative warrants liability and fair value of warrants expired | 861,000 | ||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 2,116,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Warrant [Member] | Convertible Bridge Loan [Member] | |||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 1,666,000 | ||||||||||||||||||||||||||||||||||
Remaining amount allocated for host loan instrument | 423,000 | ||||||||||||||||||||||||||||||||||
Remeasurement expense | 742,000 | ||||||||||||||||||||||||||||||||||
Finance expense | 164,000 | ||||||||||||||||||||||||||||||||||
Finance income | $ 58,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Debt unpaid loan, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||
Debt instrument repayment rate | 1.00% | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Yozma Global Genomic Fund [Member] | Maximum [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,458,196 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Family Office Investor [Member] | Purchaser [Member] | |||||||||||||||||||||||||||||||||||
Debt principle amount | $ 4,286,000 | $ 4,286,000 | $ 4,286,000 | ||||||||||||||||||||||||||||||||
Proceeds from issuance of note | $ 3,000,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Family Office Investor [Member] | Warrant [Member] | Purchaser [Member] | |||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 16,000,000 | 16,000,000 | 16,000,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.107415 | $ 0.107415 | $ 0.107415 | ||||||||||||||||||||||||||||||||
Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt principle amount | $ 163,000 | $ 163,000 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||
Additional discount of the convertible bridge loans | 34,000 | $ 101,000 | |||||||||||||||||||||||||||||||||
Immediate charge to finance expenses | 169,000 | ||||||||||||||||||||||||||||||||||
Deduction of additional paid-in capital | $ 69,000 | ||||||||||||||||||||||||||||||||||
First Amendment to Secured Convertible Equipment Loan Agreement [Member] | Lender [Member] | |||||||||||||||||||||||||||||||||||
Original issue discount on loan | $ 320,000 | ||||||||||||||||||||||||||||||||||
Repayments of debt | 450,000 | ||||||||||||||||||||||||||||||||||
Officer compensation | $ 100,000 | ||||||||||||||||||||||||||||||||||
Stock issued during period shares restricted stock | shares | 2,000,000 | ||||||||||||||||||||||||||||||||||
First Amendment to Secured Convertible Equipment Loan Agreement [Member] | Lender [Member] | NIS [Member] | |||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||
Closing Agreement [Member] | Purchaser [Member] | |||||||||||||||||||||||||||||||||||
Investment | $ 88,000 | $ 88,000 | $ 88,000 | ||||||||||||||||||||||||||||||||
Investments | $ 884,000 | $ 884,000 | $ 884,000 | ||||||||||||||||||||||||||||||||
Loss Contingency, Damages Sought | The Company acknowledges that failure to timely comply with the foregoing obligations will subject the Company to substantial liability under the Registration Agreement, including without limitation liquidated damages in the amount of $250, along with an amount of cash accruing each month equal to the value of 1% of the value of the Tranche 2 Securities | ||||||||||||||||||||||||||||||||||
Assignment of Receivable Agreements [Member] | |||||||||||||||||||||||||||||||||||
Proceeds from receivable | $ 1,467,000 | ||||||||||||||||||||||||||||||||||
Repayment for receivable | 1,117,000 | ||||||||||||||||||||||||||||||||||
Finance expenses with applicable discount interest | 50,000 | ||||||||||||||||||||||||||||||||||
Repayment for loans | $ 400,000 |