Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56026 | |
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, Country | IL | |
Entity Address, Postal Zip Code | 6701203 | |
City Area Code | +972 (52) | |
Local Phone Number | 642-0126 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,193,175,121 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17 | $ 189 |
Trade receivables | 1,390 | 2,520 |
Inventories | 1,524 | 1,603 |
Other current assets | 875 | 404 |
Total current assets | 3,806 | 4,716 |
Non-current assets: | ||
Investment in affiliated companies, net | 40 | 40 |
Investment in other company | 455 | 455 |
Property and equipment, net | 1,731 | 2,045 |
Right of use asset arising from operating lease | 102 | 143 |
Goodwill | 6,216 | 6,216 |
Intangible assets | 1,500 | 1,500 |
Total non-current assets | 10,044 | 10,399 |
Total assets | 13,850 | 15,115 |
Current liabilities: | ||
Revolving line of credit | 1,268 | |
Loans, net | 3,582 | 2,023 |
Accounts payable | 3,432 | 2,276 |
Other current liabilities | 3,572 | 4,284 |
Liability for minimum royalties | 466 | 377 |
Total current liabilities | 12,320 | 8,960 |
Non-current liabilities: | ||
Convertible bridge loans, net | 30,463 | 25,406 |
Fair value of bifurcated convertible feature of convertible bridge loans | 4 | 4,182 |
Operating lease liability | 93 | 141 |
Deferred taxes | 315 | 315 |
Liability for minimum royalties | 206 | 183 |
Other non-current liabilities | 245 | 140 |
Total non-current liabilities | 31,326 | 30,367 |
Shareholders’ deficit: | ||
Authorized: 5,000,000,000 shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 1,193,175,121 shares and 975,644,432 shares at June 30, 2022 and December 31, 2021, respectively | 3,557 | 2,913 |
Additional paid-in capital | 71,007 | 63,470 |
Accumulated deficit | (104,966) | (90,595) |
Total shareholders’ deficit | (30,402) | (24,212) |
Non-controlling interests | 606 | |
Total deficit | (29,796) | (24,212) |
Total liabilities and deficit | $ 13,850 | $ 15,115 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - ₪ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | ₪ 0.01 | ₪ 0.01 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 1,193,175,121 | 975,644,432 |
Common stock, shares outstanding | 1,193,175,121 | 975,644,432 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,179 | $ 1,732 | $ 4,378 | $ 6,763 |
Cost of revenues | (1,024) | (913) | (2,341) | (4,148) |
Gross profit | 1,155 | 819 | 2,037 | 2,615 |
Research and development expenses | (13) | (239) | (455) | (643) |
Sales and marketing expenses | (748) | (599) | (1,828) | (1,958) |
General and administrative expenses | (2,406) | (1,643) | (5,882) | (3,204) |
Operating loss | (2,012) | (1,662) | (6,128) | (3,190) |
Financing income (expenses), net | (4,404) | 5,171 | (7,876) | (10,485) |
Other losses | (396) | (396) | ||
Share in losses of affiliated companies, net | (119) | (492) | ||
Net income (loss) | (6,812) | 3,390 | (14,400) | (14,167) |
Less: net loss attributable to non-controlling interests | 29 | 29 | ||
Net loss attributable to the Company | $ (6,783) | $ 3,390 | $ (14,371) | $ (14,167) |
Basic and diluted net income (loss) per share attributable to Company’s stockholders’ | $ (0.01) | $ 0.01 | $ (0.01) | $ (0.02) |
Weighted average number of ordinary shares outstanding used in computation of basic and diluted net loss per share | 1,200,153,687 | 575,898,572 | 1,116,789,086 | 585,225,006 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,059 | $ 35,211 | $ (47,281) | $ (11,011) | ||
Beginning balance, shares at Dec. 31, 2020 | 376,335,802 | |||||
Partial conversion of convertible bridge loans into ordinary shares | $ 409 | 6,461 | 6,870 | |||
Partial conversion of convertible bridge loans into ordinary shares, shares | 134,358,817 | |||||
Stock-based compensation to employees and directors | 169 | 169 | ||||
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers | $ 36 | 30 | 66 | |||
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) | (17,557) | ||||
Issuance of ordinary shares as settlement of previous commitments | $ 8 | (8) | ||||
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 | 82 | 88 | |||
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 | 792 | ||||
Issuance of ordinary shares in exchange for equity line received | $ 16 | 239 | 255 | |||
Issuance of ordinary shares in exchange for equity line received, shares | 5,229,809 | |||||
Issuance of ordinary shares as collateral for loan repayment | $ 61 | 809 | 870 | |||
Issuance of ordinary shares as collateral for loan repayment, shares | 20,000,000 | |||||
Ending balance, value at Mar. 31, 2021 | $ 1,595 | 43,785 | (64,838) | (19,458) | ||
Ending balance, shares at Mar. 31, 2021 | 552,345,481 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 1,059 | 35,211 | (47,281) | (11,011) | ||
Beginning balance, shares at Dec. 31, 2020 | 376,335,802 | |||||
Net income (loss) | (14,167) | |||||
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction | 792 | |||||
Ending balance, value at Jun. 30, 2021 | $ 1,765 | 50,684 | (61,448) | (8,999) | ||
Ending balance, shares at Jun. 30, 2021 | 607,760,492 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 1,595 | 43,785 | (64,838) | (19,458) | ||
Beginning balance, shares at Mar. 31, 2021 | 552,345,481 | |||||
Partial conversion of convertible bridge loans into ordinary shares | $ 170 | 1,606 | 1,776 | |||
Partial conversion of convertible bridge loans into ordinary shares, shares | 55,415,011 | |||||
Stock-based compensation to employees and directors | 143 | 143 | ||||
Net income (loss) | 3,390 | 3,390 | ||||
Issuance of stock warrants as part of convertible bridge loan received | 3,430 | 3,430 | ||||
Stock-based compensation to service providers | 21 | 21 | ||||
Commitment to issue shares in acquisition of subsidiary | 1,699 | 1,699 | ||||
Ending balance, value at Jun. 30, 2021 | $ 1,765 | 50,684 | (61,448) | (8,999) | ||
Ending balance, shares at Jun. 30, 2021 | 607,760,492 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 2,913 | 63,470 | (90,595) | $ (24,212) | (24,212) | |
Beginning balance, shares at Dec. 31, 2021 | 975,644,432 | |||||
Issuance of ordinary shares for call option to acquire potential acquiree | $ 152 | 1,652 | 1,804 | 1,804 | ||
Issuance of ordinary shares for call option to acquire potential acquiree, shares | 49,620,690 | |||||
Partial conversion of convertible bridge loans into ordinary shares | $ 305 | 2,962 | 3,267 | 3,267 | ||
Partial conversion of convertible bridge loans into ordinary shares, shares | 97,611,464 | |||||
Conversion of warrants into ordinary shares | $ 49 | (49) | ||||
Conversion of warrants into ordinary shares, shares | 16,000,000 | |||||
Stock-based compensation to employees and directors | 887 | 887 | 887 | |||
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers | $ 4 | 707 | 711 | 711 | ||
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers, shares | 1,500,000 | |||||
Sale of subsidiary shares to non-controlling interests | 75 | 75 | 635 | 710 | ||
Net income (loss) | (7,588) | (7,588) | (7,588) | |||
Ending balance, value at Mar. 31, 2022 | $ 3,423 | 69,704 | (98,183) | (25,056) | 635 | (24,421) |
Ending balance, shares at Mar. 31, 2022 | 1,140,376,586 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 2,913 | 63,470 | (90,595) | (24,212) | (24,212) | |
Beginning balance, shares at Dec. 31, 2021 | 975,644,432 | |||||
Partial conversion of convertible bridge loans into ordinary shares, shares | 113,236,464 | |||||
Net income (loss) | (14,400) | |||||
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction | ||||||
Ending balance, value at Jun. 30, 2022 | $ 3,557 | 71,007 | (104,966) | (30,402) | 606 | (29,796) |
Ending balance, shares at Jun. 30, 2022 | 1,193,175,121 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 3,423 | 69,704 | (98,183) | (25,056) | 635 | (24,421) |
Beginning balance, shares at Mar. 31, 2022 | 1,140,376,586 | |||||
Partial conversion of convertible bridge loans into ordinary shares | $ 16 | 202 | 218 | 218 | ||
Partial conversion of convertible bridge loans into ordinary shares, shares | 15,625,000 | |||||
Stock-based compensation to employees and directors | 228 | 228 | 228 | |||
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers | $ 6 | 389 | 395 | 395 | ||
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers, shares | 2,012,821 | |||||
Net income (loss) | (6,783) | (6,783) | (29) | (6,812) | ||
Issuance of ordinary shares as partial settlement of financial liability | $ 35 | 165 | 200 | 200 | ||
Issuance of ordinary shares as partial settlement of financial liability, shares | 11,160,714 | |||||
Issuance of shares in acquisition of an assets | $ 77 | 319 | 396 | 396 | ||
Issuance of shares in acquisition of an assets, shares | 24,000,000 | |||||
Ending balance, value at Jun. 30, 2022 | $ 3,557 | $ 71,007 | $ (104,966) | $ (30,402) | $ 606 | $ (29,796) |
Ending balance, shares at Jun. 30, 2022 | 1,193,175,121 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (14,400) | $ (14,167) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 358 | 356 |
Impairment of investment in a subsidiary | 396 | |
Interest on short term loans and revolving credit line | 547 | |
Sale of subsidiary shares to non-controlling interests | 635 | |
Liability for minimum royalties | 114 | 24 |
Stock-based compensation | 2,221 | 399 |
Modification of terms relating to straight loan transaction | 88 | |
Share in losses of affiliated company | 492 | |
Change in fair value, amortization of discounts and accrued interest on convertible bridge loans | 9,779 | 13,648 |
Amortization of discounts and accrued interest on straight loans | 653 | |
Change in fair value of derivative warrants liability and fair value of warrants expired | (294) | |
Change in fair value of liability related to conversion feature of convertible bridge loans | (3,614) | (4,307) |
Decrease (increase) in trade receivables | 1,129 | (1,168) |
Increase in inventories | 79 | (1,348) |
Decrease (increase) in other current assets | (468) | 712 |
Increase (decrease) in accounts payable | 1,262 | (481) |
Decrease in deferred revenues | (857) | |
Increase (decrease) in other current liabilities | (513) | 260 |
Operating lease liability | (48) | |
Net cash used in operating activities | (2,523) | (5,990) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (3) | (770) |
Cash used in purchased of subsidiary | (1,176) | |
Investment in other companies | (635) | |
Net cash used in investing activities | (3) | (2,581) |
Cash flows from financing activities: | ||
Proceeds from straight loans and revolving credit line | 3,974 | 1,850 |
Repayment of Receivables financing facility | (1,249) | |
Repayment of straight loans | (1,620) | (1,058) |
Repayment of convertible bridge loans | (2,166) | |
Proceeds from issuance of units consisting of convertible bridge loans, stock warrants and shares, net | 10,312 | |
Proceeds from issuance of ordinary shares through equity line | 255 | |
Net cash provided by financing activities | 2,354 | 7,944 |
Change in cash, cash equivalents | (172) | (627) |
Cash, cash equivalents at beginning of period | 189 | 935 |
Cash, cash equivalents at end of period | 17 | 308 |
Supplemental disclosure of non-cash activities: | ||
Issuance of warrants as part of bridge loan transactions | 3,430 | |
Partial conversion of convertible bridge loans and liability related to conversion feature of convertible bridge loans into ordinary shares | 3,483 | 8,646 |
Issuance of ordinary shares for call option to acquire potential acquiree | 1,804 | |
Issuance of stock warrants as part of convertible bridge loan received | 870 | |
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction | 792 | |
Shares issued in settlement of a financial liability | 200 | |
Issuance of shares upon acquisition of an asset | $ 396 | |
Working capital (excluding cash and cash equivalents) | (18) | |
Fixed assets | 183 | |
Long term assets | 3 | |
Net assets acquired | 168 | |
Goodwill acquired | 7,761 | |
Intangible assets acquired | 1,500 | |
Second cash installment payable | (1,250) | |
Consideration in convertible promissory note | (4,989) | |
Consideration in Shares | (1,699) | |
Deferred tax liability | (315) | |
Net cash used in purchase of subsidiary consolidated for the first time | $ 1,176 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2022 | |
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. 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, during 2021, upon completion of the Share Purchase Agreement for the purchase of Provista Diagnostics, Inc. (see below), the Company, through Provista Diagnostics, Inc. provide diagnostic testing laboratory services 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. On March 11, 2022, the Company entered into a Share Purchase Agreement with 3CL Sciences Ltd. (“3CL”) and NLC Pharma Ltd. (“NLC”), pursuant to which Todos will acquire 52 48 In consideration of the 3CL shares to be issued to the Company, Todos undertook to raise $ 8,000 3,800 Revenues of the six months ended June 30, 2022, resulted from sales of COVID-19 related products, testing kits and dietary supplement, Tollovid™ . Through June 30, 2022, the Company has not yet generated any revenue from its developed cancer-screening tests TMB-1 and TMB-2 or LymPro Test™. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars in thousands, except shares amounts) 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 advancing clinical trials of the Company’s core technology for breast cancer in Southeast Asia. As of June 30, 2022, 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 July 28, 2020, the Company completed the purchase of 100 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”, it was also determined that the asset purchased had no alternative future use and therefore the entire purchase price allocated to the acquired IPR&D was charged to expense in the consolidated statement of operations. 5. Provista Diagnostics, Inc On April 19, 2021, the Company entered into an Agreement to Purchase 100% of the issued and outstanding common stock of Provista Diagnostics, Inc. Provista is a molecular diagnostics company focused on developing and commercializing proprietary blood-based proteomic diagnostic, prognostic and monitoring tests in women’s cancer, Videssa®, such as breast and gynecologic cancers. Provista also operates a laboratory for purposes of test validation and commercialization activities related to the distribution and sampling of COVID-19 testing. On March 14, 2022, the Company entered into a Revolving Line of Credit Agreement with Testing 123, LLC. Under the terms of the Revolving Line of Credit Agreement, the Company agreed to deliver to Testing 123, LLC, shares, equal to a 10% ownership stake in Provista. In the event that additional shares of Provista are issued, the Company committed to issue the Lender additional shares so that his 10% stake in Provista is maintained. 6. Bio Imagery Ltd. 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”), developing 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. Under the agreement, the Company granted Bio Imagery an irrevocable, perpetual, exclusive license to distribute, market and sale of the products and new products in Israel, Europe and Africa (the “Territories”). Distribution, marketing and sale in other Territories (except China) are authorized by the Company’s written and in advance approval. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars in thousands except shares amounts) On April 5, 2022 the Company entered into an Agreement Addendum according to which the Company issued 24,000,000 ordinary shares of the Company to Care GB Plus Ltd to increase its holding in Bio Imagery to 51%. The Company estimated the value of the shares issued based on the share price of the Company as of the agreement date at $396,000. At the Agreement Addendum Closing Date, Bio Imagery 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”. The entire additional investment was charged to expenses at the acquisition date as “other expenses” in the profit and loss as Bio Imagery has not yet commenced its business operations. 7. Other entities In June 2020, the Company entered into agreement with NLC Pharma Ltd., under which Antigen COVID Test Killer (“CATK”) was formed for the purpose of development of diagnostic candidate Antigen Killer and product commercialize through the Company’s sales channels. As of June 30, 2022 the Company hold 15% of the outstanding equity of CATK. As of June 30, 2022, CATK has not commenced its business operations. See also note 1 regarding the Share Purchase Agreement with 3CL Sciences Ltd. Signed on March 11, 2022. The Company and its entities herein considered as the “Group”. TODOS MEDICAL LTD. NOTES TO CONDENSED 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 June 30, 2022, the Company has incurred accumulated losses of $ 104,966 . As of June 30, 2022, the Company’s current liabilities exceed its current assets by $ 8,514 , and there is a shareholders’ deficit of $ 30,402 . The Company has generated negative operating cash flow for all periods. As of August 22, 2022 (date of approval of these financial statements), the total cash and cash equivalent balance is approximately $ 28 . 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 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 to continue its operations as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. D. 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 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 $ 4,378 6,199 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022 (the “2021 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 six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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 Entity (VIE) and if so, whether the Group is its Primary Beneficiary (PB) (v) deferred income taxes and (vi) 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. E. Goodwill and intangible assets 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. Intangible assets with finite lives will be 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. The Company will start amortizing the intangible asset when the asset will be brought into actual use. During the six and three months ended June 30, 2022 the Company recorded $ 0 , of impairment losses . D. 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 period of six months ended June 30, 2022 and 2021 the total weighted average number of ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 4,897,109,376 323,874,156 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) The net loss and the weighted average number of shares used in computing basic and diluted net loss per share for the period of six and three months ended June 30, 2022 and 2021, is as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES Six month period ended Three month period ended 2022 2021 2022 2021 Unaudited Unaudited Unaudited Unaudited Numerator: Net income (loss) attributable to common shareholders $ (14,371 ) $ (14,167 ) $ (6,783 ) $ 3,390 Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 1,116,789,086 585,225,006 1,200,153,687 575,898,572 Net income (loss) per share of common stock, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.01 ) $ 0.01 E. Recent Accounting Pronouncements On October 1, 2021, the Company early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The new standard was effective for us beginning January 1, 2022, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. Other new pronouncements issued but not effective as of June 30, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SIGNIFICANT TRANSACTIONS
SIGNIFICANT TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Significant Transactions | |
SIGNIFICANT TRANSACTIONS | NOTE 3 - SIGNIFICANT TRANSACTIONS A. Exchange of warrants On March 10, 2022 the Company and Leonite Capital LLC (the “Investor”) entered into an Agreement pursuant to which, the Company agreed to issue the Investor 16,000,000 ordinary shares of the Company as full conversion of all Investor’s outstanding warrants. On March 17, 2022, the Company issued 16,000,000 ordinary shares of the Company. B. Revolving Line of Credit Agreement On March 14, 2022, the Company and Testing 123, LLC (the “Lender”) signed a Revolving Line of Credit Agreement, pursuant to which the Lender will provide the Company with a credit facility of up to $ 1,250 5 In additional to the above the Company agreed to issue the Lender shares, equal to a 10% ownership stake in Provista. In the event that additional shares of Provista are issued, the Company committed to issue the Lender additional shares such that his stake in Provista shall be maintained at 10% On April 7, 2022 the Company issued 1,500,000 25 As of June 30, 2022, the Company utilized the full credit facility. The Company has estimated the fair value of the 10 % portion of shares of Provista on March 14, 2022 at $ 710 635 75 10 C. Issuance of Ordinary Shares 1. On January 13, 2022, the Company issued 1,500,000 711 1,250,000 2. On February 4, 2022 and March 10, 2022 the Company issued total of 49,620,690 ordinary shares upon conversion of $ 1,804 of principal and accrued interest, out of a convertible note in the principal amount of $ 3,500 3. During the period of six months ended June 30, 2022, Principal Amount and unpaid Interest in total amount of $ 830 (with fair value of $ 3,485 ) have been converted into 113,236,464 4. On March 17, 2022, the Company issued 16,000,000 5. On April 8, 2022 the Company issued 11,160,714 200 6. On April 7, 2022 the Company issued 24,000,000 396 7. On April 7, 2022 the Company issued 512,821 ordinary shares valued at $ 8 8. On April 7, 2022 the Company issued 1,500,000 25 D. Settlement Agreement with Toledo Advisors LLC On June 19, 2020, the Company and its subsidiaries, Todos Medical USA and Corona Diagnostics, LLC (“Corona”) entered into a Receivables Financing Agreement with Toledo Advisors, LLC (“Toledo”) for up to $ 25,000 In November 2020, the parties agreed to amend the Facility to reduce the cost of funding to Todos Medical USA, and to make the relationship between Corona and Toledo nonexclusive in exchange for Toledo being granted a percentage of Corona’s revenues from diagnostic testing (the “Royalty Agreement”). On January 7, 2022, Toledo filed a complaint against Corona, Todos Medical USA, and the Company (the “Todos Defendants”), seeking unspecified damages for breach of the aforesaid agreements and claiming that at least $ 139,000 On April 7, 2022, the Company and Toledo signed a Settlement Agreement pursuant to which upon execution of the agreement the Company shall pay Toledo $130 and shall issue to Toledo $200 worth of ordinary shares 153 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 4 - OTHER CURRENT LIABILITIES SCHEDULE OF OTHER CURRENT LIABILITIES As of June 30, 2022 As of December 31, 2021 Unaudited Accrued payroll and related taxes $ 235 $ 208 Provision for vacation 60 67 Management and directors 1,432 1,752 Accrued expenses and other accounts payables 1,845 2,257 Other current liabilities $ 3,572 $ 4,284 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | NOTE 5 - STOCK BASED COMPENSATION Stock-based compensation expenses incurred for employees (and directors) and non-employees for the period of six and three months ended June 30, 2022, amounted to $ 2,221 623 A. 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 during the periods of six months ended June 30, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Unaudited Unaudited Outstanding as of January 1, 2022 16,295,083 0.040 Granted - - Forfeited or expired - - Outstanding as of March 31, 2021 16,295,083 0.040 Granted - - Forfeited or expired - - Outstanding as of June 30, 2022 16,295,083 0.040 Exercisable as of June 30, 2022 2,953,279 0.050 Outstanding as of January 1, 2021 3,682,818 0.663 Granted - - Forfeited or expired (1,137,735 ) 0.003 Outstanding as of March 31, 2021 2,545,083 0.095 Granted - - Forfeited or expired - - Outstanding as of June 30, 2021 2,545,083 0.095 Exercisable as of June 30, 2021 381,762 0.095 As of June 30, 2022, the aggregate intrinsic value for the stock options outstanding and exercisable according to $ 0.012 0 3.9 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) B. RESTRICTED STOCK UNITS The Company issues restricted stock units (“RSU”) under the 2015 Plan to employees and non-employees. The following table outlines the restricted stock awards activity for the Company’s during the periods of three months ended June 30, 2022 and 2021: SCHEDULE OF RESTRICTED STOCK UNITS Number of RSU’s Unaudited Outstanding as of January 1, 2022 41,967,152 Granted 10,000,000 Vested (3,782,699 ) Forfeited or expired - Outstanding as of March 31, 2022 48,184,453 Granted - Vested (7,220,199) Outstanding as of June 30, 2022 40,964,254 Weighted average grant date fair value of restricted stock awards granted during the period 0.029 Outstanding as of January 1, 2021 9,687,500 Granted - Vested (1,562,500 ) Forfeited or expired - Outstanding as of March 31, 2021 8,125,000 Granted - Vested (1,562,500 ) Forfeited or expired - Outstanding as of June 30, 2021 6,562,500 Weighted average grant date fair value of restricted stock awards granted during the six months period ended June 30, 2022 was $ 0.029 |
FINANCING EXPENSES (INCOME), NE
FINANCING EXPENSES (INCOME), NET | 6 Months Ended |
Jun. 30, 2022 | |
FINANCING EXPENSES (INCOME), NET | NOTE 6 - FINANCING EXPENSES (INCOME), NET SCHEDULE OF FINANCING EXPENSES (INCOME) NET Six months period ended Three months period ended 2022 2021 2022 2021 Unaudited Unaudited Unaudited Unaudited Modification of terms relating to straight loan transaction $ - $ 88 $ - $ 94 Amortization of discounts and accrued interest on convertible bridge loans 9,779 13,648 3,652 (1,386 ) Amortization of discounts and accrued interest on straight loans 633 653 469 (208 ) Change in fair value of derivative warrants liability and fair value of warrants expired - (294 ) - (294 ) Change in fair value of liability related to conversion feature of convertible bridge loans (3,614 ) (4,307 ) (183 ) (3,330 ) Settlement in cash of prepayment obligation related to convertible bridge loan - 182 - (12 ) Interest and related royalties under receivables financing facility (153 ) 311 - 73 Amortization of prepaid expenses related to revolving line of credit agreement 710 293 173 - Exchange rate differences and other finance expenses 521 (89 ) 293 (108 ) Financing (income) expenses, net $ 7,876 $ 10,485 $ 4,404 $ (5,171 ) TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
TAXES ON INCOME
TAXES ON INCOME | 6 Months Ended |
Jun. 30, 2022 | |
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 As of June 30 2022 2021 Composition of deferred tax assets: Unaudited Unaudited Net operating loss carry-forward $ 8,250 $ 5,823 Research and development credits - 1,879 Allowance for Bad Debt - 90 Others - - Net deferred tax asset before deferred tax liabilities and valuation allowance 8,250 7,792 Composition of deferred tax liabilities: Intangible assets upon acquisition of subsidiary (315 ) (315 ) Depreciation costs (82 ) (81 ) Net deferred tax asset before valuation allowance 7,853 7,396 Valuation allowance (7,538 ) 7,081 Net deferred tax assets (315 ) (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 June 30, 2022. B. For the period of six months ended June 30, 2022, 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 Six months ended June 30, 2022 2021 Unaudited Unaudited Tax rate 23 % 23 % Tax expense (benefit) at statutory rate $ (3,319 ) $ (3,260 ) Tax rate differential 37 15 Permanent differences with respect to stock-based compensation 509 92 Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans 701 2,080 Loss carryforwards and others 2,072 1,073 Income tax expense (benefit) $ - $ - TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2022 | |
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, 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 COVID-19 Breast Cancer Test Alzheimer Testing and related products Un-allocated Total Unaudited Six months ended June 30, 2022 Revenues - - 4,378 - 4,378 Operating loss (1,527 ) - (1,468 ) (3,133 ) (6,128 ) Unallocated amounts: Financing expenses, net (7,876 ) (7,876 ) Other losses (396 ) (396 ) Share in losses of affiliated companies accounted for under equity method, net - - Net loss (1,527 ) - (1,468 ) (11,405 ) (14,400 ) The evaluation of performance is based on the operating income of each of the three 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 2022 2021 2022 2021 Six months period ended June 30, Three months period ended June 30, 2022 2021 2022 2021 Unaudited Unaudited Israel $ - $ - $ - $ - United States 4,378 6,199 2,179 1,732 Total 4,378 6,199 2,179 1,732 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 8 – SEGMENT REPORTING (continue) D. Property and equipment, net, by geographic areas: 2022 2021 As of June 30, As of December 31, 2022 2021 Unaudited Israel $ 28 $ 34 United States 1,703 2,011 Property and equipment, net $ 1,731 $ 2,045 E. Major customers SCHEDULE OF MAJOR CUSTOMER 2022 2021 As of June 30, 2022 2021 Client A - 62.1 % Client B 16.2 % 8.2 % Client C 1.7 % 11.4 % Client D 11.3 % 0.2 % Total 29.2 % 81.9 % |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022 (the “2021 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 six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other interim period or for any future period. |
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 Entity (VIE) and if so, whether the Group is its Primary Beneficiary (PB) (v) deferred income taxes and (vi) measurement of the fair value of equity awards. |
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. |
Goodwill and intangible assets | E. Goodwill and intangible assets 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. Intangible assets with finite lives will be 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. The Company will start amortizing the intangible asset when the asset will be brought into actual use. During the six and three months ended June 30, 2022 the Company recorded $ 0 , of impairment losses . |
Basic and diluted net loss per ordinary share | D. 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 period of six months ended June 30, 2022 and 2021 the total weighted average number of ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 4,897,109,376 323,874,156 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) The net loss and the weighted average number of shares used in computing basic and diluted net loss per share for the period of six and three months ended June 30, 2022 and 2021, is as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES Six month period ended Three month period ended 2022 2021 2022 2021 Unaudited Unaudited Unaudited Unaudited Numerator: Net income (loss) attributable to common shareholders $ (14,371 ) $ (14,167 ) $ (6,783 ) $ 3,390 Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 1,116,789,086 585,225,006 1,200,153,687 575,898,572 Net income (loss) per share of common stock, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.01 ) $ 0.01 |
Recent Accounting Pronouncements | E. Recent Accounting Pronouncements On October 1, 2021, the Company early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The new standard was effective for us beginning January 1, 2022, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. Other new pronouncements issued but not effective as of June 30, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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 six and three months ended June 30, 2022 and 2021, is as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES Six month period ended Three month period ended 2022 2021 2022 2021 Unaudited Unaudited Unaudited Unaudited Numerator: Net income (loss) attributable to common shareholders $ (14,371 ) $ (14,167 ) $ (6,783 ) $ 3,390 Denominator: Shares of common stock used in computing basic and diluted net income (loss) per share 1,116,789,086 585,225,006 1,200,153,687 575,898,572 Net income (loss) per share of common stock, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.01 ) $ 0.01 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | SCHEDULE OF OTHER CURRENT LIABILITIES As of June 30, 2022 As of December 31, 2021 Unaudited Accrued payroll and related taxes $ 235 $ 208 Provision for vacation 60 67 Management and directors 1,432 1,752 Accrued expenses and other accounts payables 1,845 2,257 Other current liabilities $ 3,572 $ 4,284 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Unaudited Unaudited Outstanding as of January 1, 2022 16,295,083 0.040 Granted - - Forfeited or expired - - Outstanding as of March 31, 2021 16,295,083 0.040 Granted - - Forfeited or expired - - Outstanding as of June 30, 2022 16,295,083 0.040 Exercisable as of June 30, 2022 2,953,279 0.050 Outstanding as of January 1, 2021 3,682,818 0.663 Granted - - Forfeited or expired (1,137,735 ) 0.003 Outstanding as of March 31, 2021 2,545,083 0.095 Granted - - Forfeited or expired - - Outstanding as of June 30, 2021 2,545,083 0.095 Exercisable as of June 30, 2021 381,762 0.095 |
SCHEDULE OF RESTRICTED STOCK UNITS | SCHEDULE OF RESTRICTED STOCK UNITS Number of RSU’s Unaudited Outstanding as of January 1, 2022 41,967,152 Granted 10,000,000 Vested (3,782,699 ) Forfeited or expired - Outstanding as of March 31, 2022 48,184,453 Granted - Vested (7,220,199) Outstanding as of June 30, 2022 40,964,254 Weighted average grant date fair value of restricted stock awards granted during the period 0.029 Outstanding as of January 1, 2021 9,687,500 Granted - Vested (1,562,500 ) Forfeited or expired - Outstanding as of March 31, 2021 8,125,000 Granted - Vested (1,562,500 ) Forfeited or expired - Outstanding as of June 30, 2021 6,562,500 Weighted average grant date fair value of restricted stock awards granted during the six months period ended June 30, 2022 was $ 0.029 |
FINANCING EXPENSES (INCOME), _2
FINANCING EXPENSES (INCOME), NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SCHEDULE OF FINANCING EXPENSES (INCOME) NET | SCHEDULE OF FINANCING EXPENSES (INCOME) NET Six months period ended Three months period ended 2022 2021 2022 2021 Unaudited Unaudited Unaudited Unaudited Modification of terms relating to straight loan transaction $ - $ 88 $ - $ 94 Amortization of discounts and accrued interest on convertible bridge loans 9,779 13,648 3,652 (1,386 ) Amortization of discounts and accrued interest on straight loans 633 653 469 (208 ) Change in fair value of derivative warrants liability and fair value of warrants expired - (294 ) - (294 ) Change in fair value of liability related to conversion feature of convertible bridge loans (3,614 ) (4,307 ) (183 ) (3,330 ) Settlement in cash of prepayment obligation related to convertible bridge loan - 182 - (12 ) Interest and related royalties under receivables financing facility (153 ) 311 - 73 Amortization of prepaid expenses related to revolving line of credit agreement 710 293 173 - Exchange rate differences and other finance expenses 521 (89 ) 293 (108 ) Financing (income) expenses, net $ 7,876 $ 10,485 $ 4,404 $ (5,171 ) |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS As of June 30 2022 2021 Composition of deferred tax assets: Unaudited Unaudited Net operating loss carry-forward $ 8,250 $ 5,823 Research and development credits - 1,879 Allowance for Bad Debt - 90 Others - - Net deferred tax asset before deferred tax liabilities and valuation allowance 8,250 7,792 Composition of deferred tax liabilities: Intangible assets upon acquisition of subsidiary (315 ) (315 ) Depreciation costs (82 ) (81 ) Net deferred tax asset before valuation allowance 7,853 7,396 Valuation allowance (7,538 ) 7,081 Net deferred tax assets (315 ) (315 ) |
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 Six months ended June 30, 2022 2021 Unaudited Unaudited Tax rate 23 % 23 % Tax expense (benefit) at statutory rate $ (3,319 ) $ (3,260 ) Tax rate differential 37 15 Permanent differences with respect to stock-based compensation 509 92 Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans 701 2,080 Loss carryforwards and others 2,072 1,073 Income tax expense (benefit) $ - $ - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 COVID-19 Breast Cancer Test Alzheimer Testing and related products Un-allocated Total Unaudited Six months ended June 30, 2022 Revenues - - 4,378 - 4,378 Operating loss (1,527 ) - (1,468 ) (3,133 ) (6,128 ) Unallocated amounts: Financing expenses, net (7,876 ) (7,876 ) Other losses (396 ) (396 ) Share in losses of affiliated companies accounted for under equity method, net - - Net loss (1,527 ) - (1,468 ) (11,405 ) (14,400 ) |
SUMMARY OF REVENUES BY GEOGRAPHIC REGION | SUMMARY OF REVENUES BY GEOGRAPHIC REGION 2022 2021 2022 2021 Six months period ended June 30, Three months period ended June 30, 2022 2021 2022 2021 Unaudited Unaudited Israel $ - $ - $ - $ - United States 4,378 6,199 2,179 1,732 Total 4,378 6,199 2,179 1,732 TODOS MEDICAL LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.) (U.S. dollars in thousands) NOTE 8 – SEGMENT REPORTING (continue) D. Property and equipment, net, by geographic areas: 2022 2021 As of June 30, As of December 31, 2022 2021 Unaudited Israel $ 28 $ 34 United States 1,703 2,011 Property and equipment, net $ 1,731 $ 2,045 |
SCHEDULE OF MAJOR CUSTOMER | SCHEDULE OF MAJOR CUSTOMER 2022 2021 As of June 30, 2022 2021 Client A - 62.1 % Client B 16.2 % 8.2 % Client C 1.7 % 11.4 % Client D 11.3 % 0.2 % Total 29.2 % 81.9 % |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |||||
Mar. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 22, 2022 | Dec. 31, 2021 | Jul. 28, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Accumulated losses | $ 104,966 | $ 90,595 | ||||
Working capital | 8,514 | |||||
Stockholders' Equity Attributable to Parent | 30,402 | 24,212 | ||||
Cash and cash equivalent | 17 | $ 189 | ||||
Revenues recognized | $ 4,378 | $ 6,199 | ||||
Subsequent Event [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cash and cash equivalent | $ 28 | |||||
Breakthrough Diagnostics Inc [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percentage of issued and outstanding common stock | 100% | |||||
Share purchase agreement [Member] | 3CL Science Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 8,000 | |||||
Share purchase agreement [Member] | 3CL Science Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity method investment, ownership percentage | 52% | |||||
Share purchase agreement [Member] | NLC Pharma Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity method investment, ownership percentage | 48% | |||||
Securities Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 3,800 |
SCHEDULE OF WEIGHTED AVERAGE NU
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Net income (loss) attributable to common shareholders | $ (6,783) | $ 3,390 | $ (14,371) | $ (14,167) |
Shares of common stock used in computing basic and diluted net income (loss) per share | 1,200,153,687 | 575,898,572 | 1,116,789,086 | 585,225,006 |
Net income (loss) per share of common stock, basic and diluted | $ (0.01) | $ 0.01 | $ (0.01) | $ (0.02) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Goodwill, Impairment Loss | $ 0 | |
Anti-dilutive securities excluded from calculation of EPS | 4,897,109,376 | 323,874,156 |
SIGNIFICANT TRANSACTIONS (Detai
SIGNIFICANT TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||
Apr. 08, 2022 | Apr. 07, 2022 | Apr. 07, 2022 | Apr. 07, 2022 | Mar. 17, 2022 | Mar. 17, 2022 | Mar. 14, 2022 | Mar. 10, 2022 | Jan. 13, 2022 | Jan. 07, 2022 | Mar. 10, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Feb. 04, 2022 | Jun. 19, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Stock issued during period value conversion of warrants into ordinary shares | ||||||||||||||||||
Line of Credit Facility, Description | the Company agreed to issue the Lender shares, equal to a 10% ownership stake in Provista. In the event that additional shares of Provista are issued, the Company committed to issue the Lender additional shares such that his stake in Provista shall be maintained at 10% | |||||||||||||||||
Issuance of ordinary shares | 1,500,000 | 1,500,000 | ||||||||||||||||
Fair value of ordinary shares | $ 25 | $ 25 | $ 25 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 711,000 | $ 395,000 | 711,000 | $ 66,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,250,000 | |||||||||||||||||
Conversion of Stock, Amount Issued | $ 1,804,000 | |||||||||||||||||
Debt principle amount | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 830,000 | |||||||||||||||||
Debt conversion fair value debt amount | 3,485,000 | |||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Loss Contingency, Parties Jointly and Severally Liable in Litigation | On April 7, 2022, the Company and Toledo signed a Settlement Agreement pursuant to which upon execution of the agreement the Company shall pay Toledo $130 and shall issue to Toledo $200 worth of ordinary shares | |||||||||||||||||
Other Income | $ 153,000 | |||||||||||||||||
Provista [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Estimated fair value portion shares percentage | 10% | |||||||||||||||||
Estimated portion fair value | $ 710 | |||||||||||||||||
Carrying value of non controlling interest | $ 635,000 | |||||||||||||||||
Additional paid in capital | 75,000 | |||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,250,000 | |||||||||||||||||
Line of credit facility | 5% | |||||||||||||||||
Issuance of ordinary shares | 512,821 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 8,000 | |||||||||||||||||
Financing receivable revolving | $ 25,000,000 | |||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 139,000,000 | |||||||||||||||||
Revolving Credit Facility [Member] | Provista [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Line of credit facility | 10% | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Stock issued during period value conversion of warrants into ordinary shares | $ 16,000,000 | $ 49,000 | ||||||||||||||||
Issuance of ordinary shares | 24,000,000 | 2,012,821 | 1,500,000 | 11,921,053 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 396,000 | $ 6,000 | $ 4,000 | $ 36,000 | ||||||||||||||
Conversion of Stock, Shares Issued | 11,160,714 | 16,000,000 | 49,620,690 | |||||||||||||||
Conversion of Stock, Amount Issued | $ 200,000 | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 15,625,000 | 97,611,464 | 55,415,011 | 134,358,817 | 113,236,464 | |||||||||||||
Common Stock [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Issuance of ordinary shares | 1,500,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||||||||||||
Investor [Member] | ||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||
Stock issued during period value conversion of warrants into ordinary shares | $ 16,000,000 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related taxes | $ 235 | $ 208 |
Provision for vacation | 60 | 67 |
Management and directors | 1,432 | 1,752 |
Accrued expenses and other accounts payables | 1,845 | 2,257 |
Other current liabilities | $ 3,572 | $ 4,284 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Beginning balance, Number of Options | 16,295,083 | 16,295,083 | 2,545,083 | 3,682,818 |
Beginning balance, Weighted Average Exercise Price | $ 0.040 | $ 0.040 | $ 0.095 | $ 0.663 |
Number of Options, Granted | ||||
Weighted Average Exercise Price, Granted | ||||
Number of Options, Forfeited or expired | (1,137,735) | |||
Weighted Average Exercise Price, Forfeited or expired | $ 0.003 | |||
Ending balance, Number of Options | 16,295,083 | 16,295,083 | 2,545,083 | 2,545,083 |
Ending balance, Weighted Average Exercise Price | $ 0.040 | $ 0.040 | $ 0.095 | $ 0.095 |
Ending balance, Number of Options, Exercisable | 2,953,279 | 381,762 | ||
Weighted Average Exercise Price, Exercisable | $ 0.050 | $ 0.095 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Restricted Stock Units, Outstanding, Beginning Shares | 48,184,453 | 41,967,152 | 8,125,000 | 9,687,500 | 41,967,152 |
Restricted Stock Units, Granted | 10,000,000 | ||||
Restricted Stock Units, Vested | (7,220,199) | (3,782,699) | (1,562,500) | (1,562,500) | |
Restricted Stock Units, Forfeited or expired | |||||
Restricted Stock Units, Outstanding, Ending Shares | 40,964,254 | 48,184,453 | 6,562,500 | 8,125,000 | 40,964,254 |
Restricted Stock Units, Outstanding, Weighted average grant date fair value | $ 0.029 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jan. 11, 2016 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Payment Arrangement, Expense | $ 623 | $ 2,221 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 2,338,838 | 2,338,838 | ||||
Share Price | $ 0.012 | $ 0.012 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 10 months 24 days | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of restricted stock awards granted during the period | $ 0.029 | |||||
Two Thousand Fifteen Israeli Share Option Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 6,000,000 |
SCHEDULE OF FINANCING EXPENSES
SCHEDULE OF FINANCING EXPENSES (INCOME) NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Modification of terms relating to straight loan transaction | $ 94 | $ 88 | ||
Amortization of discounts and accrued interest on convertible bridge loans | 3,652 | (1,386) | 9,779 | 13,648 |
Amortization of discounts and accrued interest on straight loans | 469 | (208) | 633 | 653 |
Change in fair value of derivative warrants liability and fair value of warrants expired | (294) | (294) | ||
Change in fair value of liability related to conversion feature of convertible bridge loans | (183) | (3,330) | (3,614) | (4,307) |
Settlement in cash of prepayment obligation related to convertible bridge loan | (12) | 182 | ||
Interest and related royalties under receivables financing facility | 73 | (153) | 311 | |
Amortization of prepaid expenses related to revolving line of credit agreement | 173 | 710 | 293 | |
Exchange rate differences and other finance expenses | 293 | (108) | 521 | (89) |
Financing (income) expenses, net | $ 4,404 | $ (5,171) | $ 7,876 | $ 10,485 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Composition of deferred tax assets: | ||
Net operating loss carry-forward | $ 8,250 | $ 5,823 |
Research and development credits | 1,879 | |
Allowance for Bad Debt | 90 | |
Others | ||
Net deferred tax asset before deferred tax liabilities and valuation allowance | 8,250 | 7,792 |
Composition of deferred tax liabilities: | ||
Intangible assets upon acquisition of subsidiary | (315) | (315) |
Depreciation costs | (82) | (81) |
Net deferred tax asset before valuation allowance | 7,853 | 7,396 |
Valuation allowance | (7,538) | 7,081 |
Net deferred tax assets | $ (315) | $ (315) |
SCHEDULE OF RECONCILE THE STATU
SCHEDULE OF RECONCILE THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax rate | 23% | 23% |
Tax expense (benefit) at statutory rate | $ (3,319) | $ (3,260) |
Tax rate differential | 37 | 15 |
Permanent differences with respect to stock-based compensation | 509 | 92 |
Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans | 701 | 2,080 |
Loss carryforwards and others | 2,072 | 1,073 |
Income tax expense (benefit) |
SCHEDULE OF INFORMATION ABOUT R
SCHEDULE OF INFORMATION ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 2,179 | $ 1,732 | $ 4,378 | $ 6,199 | ||
Operating loss | (6,128) | |||||
Financing expenses, net | (7,876) | |||||
Other losses | (396) | (396) | ||||
Share in losses of affiliated companies accounted for under equity method, net | ||||||
Net loss | $ (6,812) | $ (7,588) | $ 3,390 | $ (17,557) | (14,400) | $ (14,167) |
Breast Cancer Test [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | ||||||
Operating loss | (1,527) | |||||
Net loss | (1,527) | |||||
Alzheimer [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | ||||||
Operating loss | ||||||
Net loss | ||||||
COVID-19 Testing [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 4,378 | |||||
Operating loss | (1,468) | |||||
Net loss | (1,468) | |||||
Unallocated [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | ||||||
Operating loss | (3,133) | |||||
Financing expenses, net | (7,876) | |||||
Other losses | (396) | |||||
Share in losses of affiliated companies accounted for under equity method, net | ||||||
Net loss | $ (11,405) |
SUMMARY OF REVENUES BY GEOGRAPH
SUMMARY OF REVENUES BY GEOGRAPHIC REGION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | $ 2,179 | $ 1,732 | $ 4,378 | $ 6,199 | |
Property and equipment, net | 1,731 | 1,731 | $ 2,045 | ||
ISRAEL | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | |||||
Property and equipment, net | 28 | 28 | 34 | ||
UNITED STATES | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | 2,179 | $ 1,732 | 4,378 | $ 6,199 | |
Property and equipment, net | $ 1,703 | $ 1,703 | $ 2,011 |
SCHEDULE OF MAJOR CUSTOMER (Det
SCHEDULE OF MAJOR CUSTOMER (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Client A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total | 62.10% | |
Client B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total | 16.20% | 8.20% |
Client C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total | 1.70% | 11.40% |
Client D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total | 11.30% | 0.20% |
Client [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total | 29.20% | 81.90% |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 Number | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |